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EarthLabs Adopts New Equity Compensation Plan

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EarthLabs (OTCQX:SPOFF) adopted a new 2026 Equity Compensation Plan, approved by shareholders on June 25, 2026. The plan replaces the prior stock option and RSU plans.

It permits stock options equal to 10% of outstanding shares and up to 14,108,242 RSUs, subject to final TSX Venture Exchange acceptance.

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Positive

  • Shareholders approved new 2026 equity plan on June 25, 2026
  • Capacity for 1,523,976 additional stock options under 2026 Plan
  • Authorization for up to 14,108,242 restricted share units

Negative

  • Equity plan allows potential dilution of up to 10% in options
  • Fixed pool of 14,108,242 RSUs adds further dilution capacity
  • Plan remains subject to final TSX Venture Exchange acceptance
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Toronto, Ontario--(Newsfile Corp. - July 6, 2026) - EarthLabs Inc. (TSXV: SPOT) (OTCQX: SPOFF) (FSE: 8EK0) ("EarthLabs" or the "Company") is pleased to announce that it has adopted a new Equity Compensation Plan (the "2026 Plan"), which was approved by the Company's shareholders at its annual and special general meeting held on June 25, 2026 (the "Meeting"). The 2026 Plan replaced the Company's existing stock option plan and restricted share unit plan and provides for the issuance thereunder of up to (i) such number of stock options as is equal to 10% of the issued and outstanding common shares of the Company from time to time; and (ii) 14,108,242 of restricted share units of the Company (being a fixed number equal to 10% of the issued and outstanding common shares of the Company as of the date of the Meeting). All existing stock options of the Company will continue to exist under the 2026 Plan, and the Company will be able to grant up to a further 1,523,976 stock options and 14,108,242 restricted share units under the 2026 Plan. The 2026 Plan is subject to final acceptance of the TSX Venture Exchange.

About EarthLabs Inc.

EarthLabs Inc. (TSXV: SPOT) (OTCQX: SPOFF) (FSE: 8EK0) is a mining investment, technology, and media company that aims to provide strategic leverage to the metals and mining sector through investments, royalties and a full suite of data-driven media SaaS tools and services including CEO.CA, The Northern Miner, MINING.COM, Canadian Mining Journal and DigiGeoData.

For further information please contact:

Denis Laviolette
Executive Chairman and CEO
EarthLabs Inc.
Tel: 647-345-7720
Email: investors@earthlabs.com

Neither the TSX Venture Exchange ("TSXV"), OTC Best Market ("OTCQX") nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement on Forward-Looking Information

Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements. Often, but not always, these forward-looking statements can be identified by the use of words such as "estimate", "estimates", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "upgraded", "offset", "limited", "contained", "reflecting", "containing", "remaining", "to be", "periodically", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, risks detailed from time to time in the Company's filings with securities regulators and available under the Company's profile on SEDAR at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/304047

FAQ

What is EarthLabs (SPOFF) 2026 Equity Compensation Plan?

The 2026 Equity Compensation Plan is EarthLabs’ refreshed program for stock options and RSUs. According to EarthLabs, it replaces the previous stock option and restricted share unit plans and sets defined limits on future equity-based awards tied to outstanding common shares.

How many stock options can EarthLabs grant under the 2026 Plan for SPOFF shareholders?

EarthLabs can grant stock options equal to up to 10% of issued and outstanding shares. According to EarthLabs, this is a rolling limit, calculated from time to time, with capacity for 1,523,976 additional options beyond existing grants under the 2026 Plan.

How many restricted share units are authorized in EarthLabs (SPOFF) 2026 Plan?

The 2026 Plan authorizes up to 14,108,242 restricted share units. According to EarthLabs, this fixed RSU pool equals 10% of issued and outstanding common shares as of the June 25, 2026 meeting date when shareholders approved the new equity compensation plan.

When did EarthLabs shareholders approve the 2026 Equity Compensation Plan for SPOFF?

Shareholders approved the 2026 Equity Compensation Plan on June 25, 2026. According to EarthLabs, the vote occurred at the annual and special general meeting, enabling replacement of the prior stock option and restricted share unit plans with the newly adopted 2026 Plan.

What happens to existing stock options under EarthLabs (SPOFF) 2026 Plan?

All existing stock options will continue under the new 2026 Plan framework. According to EarthLabs, the plan preserves outstanding options while allowing further grants of up to 1,523,976 new options in addition to a separate pool of authorized restricted share units.

Is EarthLabs (SPOFF) 2026 Equity Compensation Plan fully approved by regulators?

The 2026 Equity Compensation Plan still requires final TSX Venture Exchange acceptance. According to EarthLabs, shareholder approval is complete, but implementation of the plan remains subject to this final regulatory step before all features become fully effective.