Aris Mining (TSX: ARIS) renews RSU, PSU and stock option plans

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Aris Mining Corporation has filed a Form 6-K to furnish amended and restated equity compensation plans, including a Restricted Share Unit Plan, a Performance Share Unit Plan and an Amended and Restated Incentive Stock Option Plan.

The plans are designed to attract, retain and motivate officers, employees and consultants and to align their interests with shareholders by granting RSUs, PSUs and stock options that may be settled in shares issued from treasury or cash. They set detailed rules on eligibility, vesting, exercise periods, treatment on termination or death, and corporate events such as take-over bids, business combinations and changes of control. The option plan generally limits any one optionee to options covering no more than 3% of issued and outstanding shares on the grant date and provides option periods of up to five years. The plans also address tax withholding, U.S. securities law requirements, and U.S. tax rules, including provisions referencing sections 422 and 409A of the U.S. Internal Revenue Code.

Key Figures

Single optionee limit: 3% of issued and outstanding shares Option period: Up to 5 years Change of control voting threshold: 50% or more voting rights +5 more

8 metrics

Single optionee limit 3% of issued and outstanding shares Maximum shares any one optionee may purchase on grant date

Option period Up to 5 years Options expire no later than fifth anniversary of grant date

Change of control voting threshold 50% or more voting rights Acquisition of at least 50% of voting shares triggers change of control

Major asset disposition threshold 90% or more of assets Transfer of 90%+ of assets by fair market value defined as change of control event

U.S. rolling share limit 10% of outstanding shares Aggregate shares available for options on rolling basis for U.S. participants

ISO share cap 20,000,000 shares Maximum shares issuable via Incentive Stock Options under U.S. tax rules

Post-termination exercise period 90 days Typical period to exercise vested options after employment termination (other than death or cause)

Post-death exercise period 365 days Estate’s window to exercise vested options after participant’s death

Key Terms

Restricted Share Unit Plan, Performance Share Unit Plan, Incentive Stock Option Plan, Change of Control, +2 more

6 terms

Incentive Stock Option Plan financial

"ARIS MINING CORPORATION AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN"

A plan that gives employees the right to buy company shares at a fixed price after a vesting period, often with special tax treatment if the shares are held long enough. For investors it matters because these options can motivate and retain staff by tying pay to company performance, but they also increase the number of shares outstanding over time and can dilute existing shareholders and affect reported earnings — think of them as employee coupons for future ownership.

Change of Control financial

"“Change of Control” means (i) an acquisition of 50% or more of the voting rights"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Take-Over Bid financial

"If, at any time when an Option granted under the Plan remains unexercised, an offer (“Take-Over Bid”) to purchase"

A take-over bid is a formal offer by a buyer to purchase shares of a company, often enough to gain control of it. Think of it like someone making a public offer to buy enough houses on a block so they control the neighborhood — it can push the target’s share price up, change who runs the business, and alter future dividends or strategy, so investors care because it affects the value and control of their holdings.

Black-Out Period financial

"“Black-Out Period” means that period during which a trading black-out period is imposed"

Form 6-K: How Foreign Companies Report to the SEC →

04/16/2026 - 04:31 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-41794

Aris Mining Corporation

(Translation of registrant’s name into English)

SUITE 2400 - 1021 WEST HASTINGS ST., VANCOUVER, BC, CANADA V6E 0C3

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F x

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ARIS MINING CORPORATION

	By:	(s) Ashley Baker
		Ashley Baker
		Chief Legal Officer

Date: April 16, 2026

EXHIBIT INDEX

See the Exhibits listed below.

Exhibit Number	Description

99.1	Aris Mining Corporation Amended and Restated Restricted Share Unit Plan
99.2	Aris Mining Corporation Amended and Restated Performance Share Unit Plan
99.3	Aris Mining Corporation Amended and Restated Incentive Stock Option Plan

Exhibit 99.1

RESTRICTED SHARE UNIT PLAN

Part 1
DEFINITIONS AND INTERPRETATION

1.1

As used herein, unless anything in the subject matter or context is inconsistent therewith, the following terms shall have the meanings set forth below:

(a)

“Account” means an account maintained by the Corporation for each Participant which shall be credited with the Restricted Share Units awarded to a Participant from time to time under the Plan;

(b)

“Affiliate” has the meaning ascribed thereto in the Business Corporations Act (British Columbia), as amended from time to time;

(c)

“Approved Leave of Absence” means a maternity leave or parental leave (each as defined under applicable employment standards legislation), a leave of absence as a result of a non- permanent Disability, and any other leave of absence approved by the Corporation; provided, however, that for a U.S. taxpayer Participant, an Approved Leave of Absence shall mean a bona fide leave of absence of six months or less or during which the Participant retains a right to reemployment with the Corporation pursuant to applicable law, contract or Corporation policy;

(d)

“Black-Out Period” means that period during which a trading black-out period is imposed by the Corporation to restrict trades in the Corporation’s securities by an Eligible Person;

(e)

“Board” means the board of directors of the Corporation;

(f)

“Business Day” means a day other than a Saturday, a Sunday or any other day on which commercial banking institutions in Vancouver, British Columbia are authorized or required by applicable law to be closed;

(g)

“Cause” means with respect to a Participant shall, if such Participant has entered into a service or employment agreement with the Corporation or an Affiliate that is in effect, have the meaning given to the term in that agreement, or, if no such agreement exists, or if “Cause” is not defined therein, then Cause means any act, which at common law in the applicable jurisdiction, would be cause for dismissal without the obligation to provide notice or pay in lieu of notice;

(h)

“Compensation Committee” means the compensation committee of the Board and if there is none, means the full Board;

(i)

“Corporation” means Aris Mining Corporation and its successors and assigns;

(j)

“Disability” means any disability which the Corporation, in its sole and unfettered discretion, considers likely to either:

(i)

permanently prevent (a “permanent Disability”); or

(ii)

temporarily prevent (a “non-permanent Disability”),

the Participant from performing the substantial and material duties of his or her position with the Corporation or an affiliate;

(k)

“Director” means a non-employee director of the Corporation;

(l)

“Eligible Person” means any director, employee or executive officer of the Corporation or its Affiliates, any individual providing services to the Corporation or its Affiliates that are functionally equivalent to that of an employee or executive officer, including those engaged through a third-party employer of record service, any Person that provides ongoing management or consulting services to the Corporation or its Affiliates under written contract, or any trustee, custodian or administrator acting on behalf of any of the foregoing Persons;

(m)

“Fair Market Value” means, on any particular day, the Market Price of a Share, but if the Shares are not listed and posted for trading on a Stock Exchange at the relevant time, it shall be the fair market value of the Share, as determined by the Board acting in good faith;

(n)

“Grant Certificate” means a certificate issued by the Corporation to a Participant under which Restricted Share Units are granted, substantially in the form attached hereto as Appendix “A”, and as may be amended from time to time;

(o)

“Grant Date” means the date on which the Board shall, in its sole discretion and from time to time, determine as the date on which RSUs are to be granted to Eligible Persons;

(p)

“Insider” has the meaning ascribed thereto under National Instrument 55-104 – Insider Reporting Requirements and Exemptions, as amended from time to time;

(q)

“Market Price” means, on any particular day, the volume weighted average trading price of a Share on all Canadian marketplaces (as defined in National Instrument 21-101 – Marketplace Operation) for the five trading days immediately preceding such day;

(r)

“Outside Date” means December 30 of the third year following the calendar year in which such RSUs were granted;

(s)

“Participant” means an Eligible Person designated by the Board to participate under the Plan;

(t)

“Person” includes an individual, corporation, body corporate, firm, limited liability company, partnership, syndicate, joint venture, society, association, trust or unincorporated organization or governmental authority or trustee, executor, administrator or other legal representative;

(u)

“Plan” means this Restricted Share Unit Plan as the same may be amended and/or restated from time to time;

(v)

“Restricted Share Unit” or “RSU” means a bookkeeping entry, denominated in Shares on a one for one basis, credited to the Account of a Participant pursuant to the terms of this Plan;

(w)

“Retirement” means the termination of employment or engagement with the Corporation or an Affiliate by a Participant after the Participant has reached the age of 65, or such earlier age as may be approved by the Corporation, provided the Participant provides at least three months’ advance written notice of the Participant’s intention to retire, which notice may be waived by the Corporation in its discretion;

(x)

“Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder;

(y)

“Settlement Date” has the meaning ascribed thereto in Section 5.2;

(z)

“Share” means a common share in the capital of the Corporation;

(aa)

“security based compensation arrangement” means:

(i)

stock option plans of the Company for the benefit of employees, insiders, service providers or any one of such groups;

(ii)

individual stock options granted to employees, service providers or insiders if not granted pursuant to a plan previously approved by the Corporation’s shareholders;

(iii)

stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased;

(iv)

stock appreciation rights involving issuances of securities from treasury of the Corporation;

(v)

any other compensation or incentive mechanism involving the issuance or potential issuances of securities from treasury of the Corporation; and

(vi)

security purchases from treasury by an employee, insider or service provider which is financially assisted by the Corporation by any means whatsoever,

and for greater certainty, arrangements which do not involve the issuance from treasury or potential issuance from treasury of the Corporation are not security based compensation arrangements;

(bb)

“Source Deductions” has the meaning ascribed thereto in Section 9.6;

(cc)

“Stock Exchange” means the TSX and each other exchange on which the Shares are listed or posted for trading;

(dd)

“TSX” means the Toronto Stock Exchange; and

(ee)

“Vesting Date” means the date or dates determined in accordance with the terms of the Grant Certificate and/or employment agreement between the Eligible Person and the Corporation, on and after which a particular RSU will be settled, subject to amendment or acceleration from time to time in accordance with the terms hereof.

1.2

Unless otherwise agreed to in writing by the Board, a reference in respect of employment or engagement of employees or officers to “termination”, “termination date”, “date of termination” or similar terms herein is deemed to be the day that is the last day of active employment or engagement with the Corporation or its related entity, as the case may be, regardless of any salary continuance or notice period required under applicable law or the reason for termination of employment or engagement (whether with or without cause or with or without notice).

1.3

As used in this Plan:

(a)

the headings used herein are for convenience only and are not to affect the interpretation of the Plan;

(b)

unless the context otherwise requires, words used herein importing the singular number shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders; and

(c)

unless the context otherwise requires, the expressions “herein”, “hereto”, “hereof”, “hereunder” or other similar terms refer to the Plan as a whole, together with the schedules.

Part 2
PURPOSE AND LIMITATIONS

2.1

The Plan has been established to:

(a)

promote the alignment of interests between the Participants and the shareholders of the Corporation; and

(b)

provide a compensation system for Eligible Persons that is reflective of the responsibility, commitment and risk accompanying their role over the medium term.

2.2

Notwithstanding any of the provisions contained in the Plan, a Participant’s Grant Certificate or any term of an RSU, the Corporation’s obligation to grant RSUs or make payments to a Participant hereunder shall be subject to:

(a)

compliance with all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of the Stock Exchange and to such approvals by any regulatory or governmental agency as may be required; and

(b)

receipt from the Participant of such covenants, agreements, representations and undertakings, including as to future dealings in such RSUs, as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

If the Board determines that compliance with all applicable laws, regulations, rules, orders referenced above (including a consideration of tax law implications) require changes to the terms of an RSU, such change shall be determined in good faith by the Board in its sole discretion.

2.3

Pursuant to the Corporation’s Clawback Policy, certain Participants’ RSUs and the proceeds of settlement thereof are subject to clawback and recapture from such Participant, to the full extent permitted by law, if there is any restatement of the Corporation’s financial results due to material non-compliance with financial reporting requirements under applicable securities laws.

Part 3
ADMINISTRATION

3.1

The Plan shall be administered by the Compensation Committee.

3.2

The Chief Executive Officer of the Corporation shall periodically make recommendations to the Compensation Committee as to the grant of an aggregate number of RSUs.

3.3

The Compensation Committee shall periodically, after considering the recommendations of the Chief Executive Officer, make recommendations to the Board as to the grant of an aggregate number of RSUs to be made to Eligible Persons that are not the Chief Executive Officer or the Chief Executive Officer’s direct reports.

3.4

Subject to the terms and conditions set forth herein, the Board has the authority to: (i) approve the number of RSUs which may be granted by the Corporation; (ii) approve, on the recommendation of the Compensation Committee, grants of RSUs to the Chief Executive Officer and the Chief Executive Officer’s direct reports; (iii) interpret this Plan and all Grant Certificates issued hereunder; (iv) adopt, amend and rescind such administrative guidelines and other rules relating to this Plan as it may from time to time deem advisable; (v) establish additional or waive conditions to the vesting of RSUs; and (vi) make all other determinations and to take all other actions in connection with the administration of this Plan as it may deem necessary or advisable. The Board’s guidelines, rules, interpretations, and determinations shall be made with a view to preserving value and shall be conclusive and binding upon the Corporation, its Affiliates, and all Participants, Eligible Persons and their legal, personal representatives and beneficiaries.

3.5

The Chief Executive Officer has the authority to allocate the RSUs approved by the Board for grant to Eligible Persons that are not the Chief Executive Officer and the Chief Executive Officer’s direct reports provided, however, that the Chief Executive Officer subsequently reports the results of the allocation to the Compensation Committee.

3.6

The Board may authorize one or more officers of the Corporation to execute and deliver and to receive documents on behalf of the Corporation.

3.7

No member of the Board or any person acting pursuant to authority delegated by it hereunder shall be liable for any action or determination in connection with the Plan made or taken in good faith.

3.8

Nothing contained herein shall prevent the Board from adopting other compensation arrangements, subject to any required approval.

3.9

A Share that again becomes available for issuance upon the surrender, termination or expiry of any grant under a security based compensation arrangement without settlement or exercise, as the case may be, shall not require approval by the Corporation’s shareholders.

Part 4
GRANT OF RESTRICTED SHARE UNITS

4.1

Subject to the provisions of this Plan, the Compensation Committee Charter and the Board Mandate, the Board shall have the right to grant RSUs to Eligible Persons that are the Chief Executive Officer and the Chief Executive Officer’s direct reports and to grant an aggregate number of RSUs to be allocated by the Chief Executive Officer to all other Eligible Persons that are not the Chief Executive Officer or the Chief Executive Officer’s direct reports in respect of services provided by such Eligible Person in the calendar year that includes the Grant Date (but not, for greater certainty, before the calendar year that includes the Grant Date) or services to be provided by such Eligible Person following the date of grant. The Board shall also determine, subject to the terms of this Plan, the Compensation Committee Charter and the Board Mandate, in connection with each grant of RSUs:

(a)

the date on which such RSUs are to be granted;

(b)

the number of RSUs to be granted;

(c)

the terms, including the limitations, restrictions, vesting period and conditions, if any, of any such grant (which may vary between RSUs granted from time to time); and

(d)

any other terms and conditions of all RSUs covered by any grant.

4.2

The grant of an RSU shall be evidenced by a Grant Certificate, signed on behalf of the Corporation.

4.3

Neither the grant nor the settlement of a Restricted Share Unit under the Plan shall entitle such Participant to receive nor preclude such Participant from receiving subsequently granted Restricted Share Units.

4.4

Neither participation in the Plan nor any action under the Plan shall be construed to give any Eligible Person a right to be retained as an employee, officer or otherwise in the service of the Corporation or its Affiliates.

4.5

RSUs shall not be considered Shares, nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Shares (other than rights specified in Part 7 of this Plan) prior to the vesting and settlement of such RSUs, nor shall any Participant be considered the owner of Shares by virtue of the award of RSUs prior to the vesting and settlement of such RSUs, in each case to the extent settled pursuant to Section 5.2(b).

4.6

The Corporation shall maintain an Account which indicates the number of RSUs which have been granted to such Participant and credited to such account from time to time in accordance with the terms hereunder, together with the vesting terms of such RSUs.

4.7

The number of Shares which may be reserved for issuance under the Plan shall not exceed, on a rolling basis, the following thresholds:

(a)

3% of the total number of issued and outstanding Shares on a non-diluted basis, LESS the aggregate number of Shares then reserved for issuance pursuant to any other full-value award incentive plans that are security based compensation arrangements (including, for greater certainty, the Corporation’s Performance Share Unit Plan); and

(b)

6% of the outstanding Shares at the time of the granting of an RSU, LESS the aggregate number of Shares then reserved for issuance pursuant to any other security based compensation arrangement.

4.8

Notwithstanding anything in this Plan to the contrary:

(a)

the maximum number of Shares issuable pursuant to RSUs granted under the Plan to Insiders, together with the number of Shares issuable to Insiders pursuant to any other security based compensation arrangements, shall not exceed 10% of the Shares issued and outstanding on a non-diluted basis at the Grant Date of the RSUs; and

(b)

within any one-year period, the maximum number of Shares issued pursuant to RSUs granted under the Plan to Insiders, together with the number of Shares issued to Insiders pursuant to any other security based compensation arrangements, shall not exceed 10% of the Shares issued and outstanding on a non-diluted basis.

Any entitlement to acquire Shares granted pursuant to the Plan or otherwise prior to the grantee becoming an Insider shall be excluded for the purpose of the limits set out above.

4.9

The number of RSUs granted to Directors under the Plan, in combination with all other equity awards granted to Directors under any other security based compensation arrangement, shall be limited to an annual equity award value (based on such valuation methodology as determined by the Board) of CAD$150,000 per Director.

4.10

The aggregate number of Shares reserved for issuance to Directors under the Plan shall not exceed 1% of the total number of issued and outstanding Shares.

4.11

For greater certainty, if an RSU is surrendered, terminated or expires without being settled, or is settled in cash, the Shares reserved for issuance pursuant to such RSU shall be available for new RSUs granted under this Plan and, if applicable, other security based compensation arrangements.

4.12

No fractional Shares may be purchased or issued under the Plan.

Part 5
VESTING AND SETTLEMENT

5.1

Except as otherwise provided in this Plan, RSUs shall vest in accordance with the vesting schedule set out in the Participant’s Grant Certificate or the Participant’s employment agreement with the Corporation (or its Affiliate, as the case may be).

5.2

Except as otherwise provided in this Plan, as of the first business day following a Vesting Date (the “Settlement Date”), a Participant shall become entitled to receive settlement from the Corporation in respect of each vested RSU (net of applicable Source Deductions), with the form of such settlement to be determined by the Compensation Committee, in its sole discretion, and which may be satisfied by:

(a)

payment of an amount of cash equal to the Fair Market Value of a Share on the Vesting Date for each vested RSU; or

(b)

issuance to the Participant of one Share for each vested RSU.

For greater certainty, the Compensation Committee may determine, in its sole discretion, the form of settlement in respect of vested RSUs pursuant to this Section 5.2 at any time prior to settlement, including on the Settlement Date. If the Compensation Committee determines to issue Shares pursuant to subsection 5.2(b), such Shares shall be issued from treasury.

5.3

Except as otherwise provided in this Plan, settlement of vested RSUs (whether by cash payment pursuant to Section 5.2(a) or by issuance of Shares pursuant to Section 5.2(b)) shall be made as soon as practicable following the Settlement Date and, in any event, within fifteen Business Days of the Settlement Date. Settlement may be effected by bank transfer or other method of payment as determined by the Corporation, or, where Shares are issued, by such means (including book-entry) as the Corporation may determine, subject to applicable law and the rules and policies of the Stock Exchange. Following settlement in accordance with this Part 5, the RSUs so settled shall be of no value whatsoever and shall be struck from the Participant’s Account.

5.4

Except as otherwise provided in this Plan, in the event the Settlement Date (determined in accordance with this Plan) occurs during a Black-Out Period applicable to the relevant Participant, then the Settlement Date shall be automatically extended to the date that is the tenth Business Day after the expiry of the Black-Out Period, provided that such Settlement Date may not be later than the Outside Date.

5.5

Notwithstanding any other provision in this Plan or in a Participant’s Grant Certificate, (i) any RSUs which do not vest by November 30 of the third year following the calendar year in which such RSUs were granted shall expire and have no further value, (ii) if the Outside Date occurs and, pursuant to Section 5.4, the Settlement Date would otherwise occur while a Blackout Period is still in effect, then such RSUs shall be settled on the Outside Date notwithstanding the Black-Out Period, and the form of settlement shall be as set out in Section 5.2(a), and (iii) all RSUs shall be settled in accordance with this Article 5 by no later than the Outside Date.

Part 6
TERMINATION OF EMPLOYMENT AND ENGAGEMENT

6.1

Notwithstanding any other provision herein, if a Participant’s employment or engagement with the Corporation or an Affiliate is terminated, except in circumstances where Section 6.2 applies or as specified in a Participant’s employment agreement with the Corporation or an Affiliate, then unless the Board, in its sole discretion, determines otherwise, all outstanding and unvested RSUs of the Participant and any and all rights with respect to such outstanding RSUs shall be forfeited and cancelled effective as of the termination date.

6.2

Section 6.1 shall not apply if a Participant’s employment or engagement with the Corporation or an Affiliate is terminated as a result of a Participant’s Retirement, permanent Disability or death and any unvested RSUs held by such Participant shall continue to vest in accordance with the vesting schedule and conditions set out in the Participant’s Grant Certificate.

6.3

If a Participant ceases to be an Eligible Person as a result of an Approved Leave of Absence then any unvested RSUs held by such Participant shall continue to vest during the period of the Approved Leave of Absence in accordance with the vesting schedule and conditions set out in the Participant’s Grant Certificate, provided that if the Participant does not recommence employment following the Approved Leave of Absence, the RSUs will be treated in accordance with Section 6.1.

Part 7
ADJUSTMENTS

7.1

If the Corporation amalgamates, consolidates or combines with or merges with or into another body corporate by way of amalgamation, arrangement or otherwise, notwithstanding any other provision of this Plan, any surviving, successor or acquiring entity shall assume any outstanding RSUs or shall substitute similar equity-based restricted units for the outstanding RSUs. If the surviving, successor or acquiring entity does not assume the outstanding RSUs or substitute similar equity-based restricted units for the outstanding RSUs, or if the Compensation Committee otherwise determines in its sole discretion, the Corporation may give written notice to all Participants advising that the Plan shall be terminated in connection with such transaction and all RSUs may be deemed to be vested at such time as the Compensation Committee determines in its sole discretion. The number of RSUs which are deemed to be vested shall be determined in the Compensation Committee’s sole discretion. Notwithstanding the foregoing, for any U.S. taxpayer Participant who is Retirement eligible, the RSUs held by such Participant shall automatically vest and settle if such amalgamation, consolidation, combination or merger constitutes a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the assets” of the Corporation for purposes of Section 409A, and if such amalgamation, consolidation, combination or merger does not constitute a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the assets” of the Corporation for purposes of Section 409A and the Participant’s RSUs are not assumed by the surviving, successor or acquiring entity, the surviving, successor or acquiring entity shall provide consideration to the Participant in respect of the Participant’s RSUs in accordance with Section 409A.

7.2

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off or other distribution (other than normal cash dividends) of the Corporation’s assets to shareholders, or any other change in the capital of the Corporation affecting Shares then the number of outstanding RSUs shall be increased or reduced proportionately and such other adjustments shall be made as may be deemed necessary or equitable by the Board in its sole discretion and such adjustment shall be binding for all purposes. Any adjustments made pursuant to this Section 7.2 will be made with a view to preserving the value of the outstanding RSUs.

7.3

In the event of a cash dividend on the Corporation’s Shares, a Participant’s Account shall be credited with additional RSUs on each dividend payment date in respect of which dividends are paid on the Shares. Such number of RSUs shall be computed by dividing: (a) the amount obtained by multiplying the value of the dividend declared and paid per Share by the number of RSUs recorded in the Participant’s Account on the record date for the payment of such dividend, by (b) the Market Price as of the dividend record date, rounded down to the nearest whole number. Such adjustments to a Participant’s Account shall be made on an equitable basis by the Board, in its sole discretion and such adjustment shall be binding for all purposes.

Part 8
Amendment and Termination

8.1

The Board reserves the right, in its sole discretion, to amend, suspend or terminate the Plan, any Restricted Share Unit or any portion thereof at any time, in accordance with applicable legislation, without obtaining the approval of shareholders. Notwithstanding the foregoing, the Corporation will be required to obtain shareholder approval for any amendment to:

(a)

increase the percentage of issued and outstanding Shares available for issuance under the Plan;

(b)

change the method of calculation of settlement of Restricted Share Units held by Eligible Persons if settled in cash (other than pursuant to Part 7);

(c)

cancel and reissue Restricted Share Units or substitute the Restricted Share Units with other awards or cash (other than pursuant to Part 7);

(d)

remove or exceed the participation limits for:

(i)

Insiders set forth in Section 4.8; or

(ii)

Directors set forth in Sections 4.9 and 4.10;

(e)

amend the eligibility for participation under the Plan;

(f)

permit Restricted Share Units granted under the Plan to be transferable or assignable other than as contemplated by Section 9.8; or

(g)

Section 9.8 or this Part 8.

8.2

Without limiting the generality of the foregoing, the Board may make the following amendments to the Plan, without obtaining shareholder approval:

(a)

amendments to the terms and conditions of the Plan necessary to ensure that the Plan complies with the applicable regulatory requirements, including the rules of the Stock Exchange, in place from time to time;

(b)

amendments to address applicable securities or tax laws;

(c)

amendments to the provisions of the Plan respecting administration of the Plan; and

(d)

amendments to the Plan that are of a “housekeeping” nature.

8.3

The Board may from time to time amend or suspend this Plan in whole or in part and may at any time terminate this Plan in accordance with this Part 8. No such amendment, suspension or termination shall adversely affect the rights of any Eligible Person at the time of such amendment, suspension or termination with respect to outstanding and unsettled Restricted Share Units credited to such Eligible Person without the consent of the affected Eligible Person. If the Board terminates the Plan, no new Restricted Share Units will be awarded to any Eligible Person, but outstanding and previously credited Restricted Share Units shall remain outstanding, be entitled to settlement as provided under Part 5, and be settled in accordance with the terms and conditions of this Plan existing at the time of termination. This Plan will finally cease to operate for all purposes when the last remaining Restricted Share Units are settled, expired, cancelled, surrendered or otherwise terminated in accordance with the terms and conditions of this Plan existing at the time of termination.

Part 9
GENERAL PROVISIONS

9.1

The Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, issuing further Shares, varying or amending its share capital or corporate structure or conducting its business in any way whatsoever.

9.2

Unless otherwise determined by the Board, the Plan shall be unfunded, and the Corporation will not secure its obligations under the Plan. Unless otherwise determined by the Board, the rights of a Participant (and his or her legal personal representatives) shall be no greater than the rights of an unsecured creditor of the Corporation.

9.3

It is the responsibility of each Participant to complete and file any tax returns which may be required under Canadian, U.S. or other applicable jurisdiction’s tax laws within the periods specified in those laws as a result of such Participant’s participation in the Plan. Neither the Corporation nor an Affiliate shall be held responsible for any tax consequences to a Participant as a result of the Participant’s participation in the Plan.

9.4

Neither the Corporation nor the Participant shall be liable to any Participant for any loss resulting from a decline in the market value of the Shares.

9.5

Any notice required to be given by this Plan shall be in writing and shall be delivered by mail, courier or electronic transmission addressed, if to the Corporation, to the office of the Corporation in Vancouver, Canada; or if to a Participant, to such Participant at his or her address (including email address) as it appears on the books of the Corporation or in the event of the address of any such Participant not so appearing, then to the last known address of such Participant; or if to any other person, to the last known address of such person.

9.6

Notwithstanding any other provision contained herein, the Corporation shall be entitled to withhold, and to require the satisfaction of, all amounts required by law to be withheld or deducted in connection with any amount payable or any Shares issuable to a Participant pursuant to the settlement of RSUs (collectively, “Source Deductions”). Without limiting the generality of the foregoing, and subject to applicable law, the Corporation may satisfy, or require the satisfaction of, Source Deductions in such manner as the Corporation determines in its sole discretion, including, without limitation, by one or more of the following methods:

(a)

requiring the Participant to remit to the Corporation (or the relevant Affiliate) an amount in cash sufficient to satisfy the Source Deductions prior to settlement;

(b)

withholding all or any portion of any cash payment otherwise payable to the Participant in an amount sufficient to satisfy the Source Deductions; or

(c)

withholding Shares otherwise issuable to the Participant upon settlement of the RSUs in an amount sufficient to satisfy the Source Deductions;

(d)

having the Corporation withhold taxes from the proceeds of the sale of Shares issued to the Participant upon settlement of the RSUs through a voluntary sale or through a mandatory sale arranged by the Corporation (on the Participant’s behalf); or

(e)

such other method or combination of methods as may be determined by the Corporation in its sole discretion, acting reasonably,

provided that the Corporation determines, acting reasonably, that the total amount so remitted or withheld is sufficient to satisfy the Source Deductions in full. Notwithstanding the foregoing, for any Participant determined by the Corporation to be subject to Section 16(b) of the U.S. Securities and Exchange Act of 1934, then, the method of withholding shall be through a mandatory sale under (d) above, unless otherwise determined by the Corporation.

9.7

The Plan is intended to be exempt from, or to comply with, Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered so as to avoid accelerated taxation and the additional tax imposed by Section 409A. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable laws require otherwise. With respect to any award that is deemed to be non-qualified deferred compensation and that is due to be paid on account of a U.S taxpayer Participant’s termination of employment, termination of employment shall be interpreted to mean a “Separation from Service” within the meaning of Section 409A. Notwithstanding anything to the contrary in the Plan, with respect to any payment to a U.S. taxpayer that is deemed to be non-qualified deferred compensation owing to a “specified employee” within the meaning of Section 409A, to the extent required to avoid accelerated taxation and tax penalties under Section 409A, amounts that would otherwise be payable pursuant to the Plan during the six-month period immediately following the U.S. taxpayer Participant’s termination of employment or engagement shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Each payment in respect of an RSU granted under the Plan shall be treated as a separate payment for purposes of Section 409A.

9.8

No assignment or other transfer of RSUs, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such RSUs whatsoever in any assignee or transferee. Notwithstanding the foregoing, the Corporation may, at its discretion, permit the transfer of RSUs to a trustee, custodian or administrator acting on behalf of the Participant.

9.9

The Plan shall be binding on all successors and assigns of the Corporation and each Eligible Person, including without limitation, the estate of such Eligible Person and the legal representative of such estate, or any receiver or trustee in bankruptcy or representative of the Corporation’s or such Eligible Person’s creditors.

9.10

The Plan shall be governed by, and interpreted in accordance with, the laws of British Columbia, without regard to principles of conflict of laws.

APPROVED by the Board of Directors of the Corporation on: April 16, 2026

APPENDIX “A”
FORM OF GRANT CERTIFICATE

Aris Mining Corporation (the “Corporation”) has adopted a Restricted Share Unit Plan (the “Plan”) as a part of its compensation program. This grant of Restricted Share Units (“RSUs”) is governed in all respects by the terms of the Plan, and the provisions of the Plan are hereby incorporated by reference.

Capitalized terms used and not otherwise defined in this Grant Certificate shall have the meanings set forth in the Plan. In the event of any discrepancy or conflict between this Grant Certificate and the Plan, the Plan shall govern.

Grant: Subject to the terms and conditions of the Plan, the Corporation hereby grants the Participant the RSUs set out below, on the terms and conditions set out below:

Name of Participant:

(the “Participant”)

Grant Date:

Number of RSUs:

(the “Grant”)

Vesting Terms: [Insert vesting terms]

Other Terms: [Insert other terms, if applicable.]

Each of the Corporation and the Participant understand and agree that the granting and settlement of the RSUs are subject to the terms and conditions of the Plan, all of which are incorporated into and form a part of this Grant Certificate

DATED [·], 20[·].
		ARIS MINING CORPORATION
	Per:		c/s

Acknowledgement

I confirm my acceptance of this grant of RSUs under the terms and conditions described above and under the Plan and confirm and acknowledge that I have not been induced to sign this Grant Certificate or acquire any RSUs by expectation of employment or continued employment with the Corporation or an Affiliate.

I acknowledge and agree that the Corporation or an Affiliate may be required to withhold, and to remit to the Canada Revenue Agency, the tax agency or other applicable tax authority of the country in which I reside or am otherwise subject to tax, income taxes, social security contributions and all other amounts required by law to be withheld or deducted in connection with any amount payable or any Shares issuable to me under the Plan (collectively, “Source Deductions”). Under no circumstances shall the Corporation or any Affiliate be responsible for the payment of any Source Deductions on my behalf. By accepting the grant of RSUs, I authorize the Corporation to satisfy the Source Deductions in such manner as the Corporation determines in its sole discretion, which may include the mandatory sale of Shares.

Accepted this _____ day of ____________________, 20_____.


Name: [Participant]

Exhibit 99.2

PERFORMANCE SHARE UNIT PLAN

Part 1
DEFINITIONS AND INTERPRETATION

1.1

As used herein, unless anything in the subject matter or context is inconsistent therewith, the following terms shall have the meanings set forth below:

(a)

“Account” means an account maintained by the Corporation for each Participant which shall be credited with the Performance Share Units awarded to a Participant from time to time under the Plan;

(b)

“Affiliate” has the meaning ascribed thereto in the Business Corporations Act (British Columbia), as amended from time to time;

(c)

(d)

“Black-Out Period” means that period during which a trading black-out period is imposed by the Corporation to restrict trades in the Corporation’s securities by an Eligible Person;

(e)

“Board” means the board of directors of the Corporation;

(f)

(g)

(h)

“Compensation Committee” means the compensation committee of the Board and if there is none, means the full Board;

(i)

“Corporation” means Aris Mining Corporation and its successors and assigns;

(j)

“Disability” means any disability which the Corporation, in its sole and unfettered discretion, considers likely to either:

(i)

permanently prevent (a “permanent Disability”); or

(ii)

temporarily prevent (a “non-permanent Disability”),

the Participant from performing the substantial and material duties of his or her position with the Corporation or an affiliate;

(k)

“Eligible Person” means any employee or executive officer of the Corporation or its Affiliates, any individual providing services to the Corporation or its Affiliates that are functionally equivalent to that of an employee or executive officer, including those engaged through a third-party employer of record service, any Person that provides ongoing management or consulting services to the Corporation or its Affiliates under written contract, or any trustee, custodian or administrator acting on behalf of any of the foregoing Persons; for greater certainty, a non-employee director of the Corporation is not an Eligible Person;

(l)

(m)

“Grant Certificate” means a certificate issued by the Corporation to a Participant under which Performance Share Units are granted, substantially in the form attached hereto as Appendix “A”, and as may be amended from time to time;

(n)

“Grant Date” means the date on which the Board shall, in its sole discretion and from time to time, determine as the date on which PSUs are to be granted to Eligible Persons;

(o)

“Insider” has the meaning ascribed thereto under National Instrument 55-104 – Insider Reporting Requirements and Exemptions, as amended from time to time;

(p)

(q)

“Outside Date” means December 30 of the third year following the calendar year in which such PSUs were granted;

(r)

“Participant” means an Eligible Person designated by the Board to participate under the Plan;

(s)

“Performance Share Unit” or “PSU” means a bookkeeping entry, denominated in Shares on a one for one basis, credited to the Account of a Participant pursuant to the terms of this Plan;

(t)

(u)

“Plan” means this Performance Share Unit Plan as the same may be amended and/or restated from time to time;

(v)

(w)

“Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder;

(x)

“Settlement Date” has the meaning ascribed thereto in Section 5.2;

(y)

“Share” means a common share in the capital of the Corporation;

(z)

“security based compensation arrangement” means:

(i)

stock option plans of the Company for the benefit of employees, insiders, service providers or any one of such groups;

(ii)

individual stock options granted to employees, service providers or insiders if not granted pursuant to a plan previously approved by the Corporation’s shareholders;

(iii)

stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased;

(iv)

stock appreciation rights involving issuances of securities from treasury of the Corporation;

(v)

any other compensation or incentive mechanism involving the issuance or potential issuances of securities from treasury of the Corporation; and

(vi)

security purchases from treasury by an employee, insider or service provider which is financially assisted by the Corporation by any means whatsoever,

and for greater certainty, arrangements which do not involve the issuance from treasury or potential issuance from treasury of the Corporation are not security based compensation arrangements;

(aa)

“Source Deductions” has the meaning ascribed thereto in Section 8.6;

(bb)

“Stock Exchange” means the TSX and each other exchange on which the Shares are listed or posted for trading;

(cc)

“TSX” means the Toronto Stock Exchange; and

(dd)

“Vesting Date” means the date or dates determined in accordance with the terms of the Grant Certificate and/or employment agreement between the Eligible Person and the Corporation, on and after which a particular PSU will be settled, subject to amendment or acceleration from time to time in accordance with the terms hereof.

1.2

1.3

As used in this Plan:

(a)

the headings used herein are for convenience only and are not to affect the interpretation of the Plan;

(b)

(c)

unless the context otherwise requires, the expressions “herein”, “hereto”, “hereof”, “hereunder” or other similar terms refer to the Plan as a whole, together with the schedules.

Part 2
PURPOSE AND LIMITATIONS

2.1

The Plan has been established to:

(a)

promote the alignment of interests between the Participants and the shareholders of the Corporation; and

(b)

provide a compensation system for Eligible Persons that is reflective of the responsibility, commitment and risk accompanying their role over the medium term.

2.2

Notwithstanding any of the provisions contained in the Plan, a Participant’s Grant Certificate or any term of a PSU, the Corporation’s obligation to grant PSUs or make payments to a Participant hereunder shall be subject to:

(a)

(b)

receipt from the Participant of such covenants, agreements, representations and undertakings, including as to future dealings in such PSUs, as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

If the Board determines that compliance with all applicable laws, regulations, rules, orders referenced above (including a consideration of tax law implications) require changes to the terms of a PSU, such change shall be determined in good faith by the Board in its sole discretion.

2.3

Pursuant to the Corporation’s Clawback Policy, certain Participants’ PSUs and the proceeds of settlement thereof are subject to clawback and recapture from such Participant, to the full extent permitted by law, if there is any restatement of the Corporation’s financial results due to material non-compliance with financial reporting requirements under applicable securities laws.

Part 3
ADMINISTRATION

3.1

The Plan shall be administered by the Compensation Committee.

3.2

The Chief Executive Officer of the Corporation shall periodically make recommendations to the Compensation Committee as to the grant of an aggregate number of PSUs.

3.3

The Compensation Committee shall periodically, after considering the recommendations of the Chief Executive Officer, make recommendations to the Board as to the grant of an aggregate number of PSUs to be made to Eligible Persons that are not the Chief Executive Officer or the Chief Executive Officer’s direct reports.

3.4

Subject to the terms and conditions set forth herein, the Board has the authority to: (i) approve the number of PSUs which may be granted by the Corporation; (ii) approve, on the recommendation of the Compensation Committee, grants of PSUs to the Chief Executive Officer and the Chief Executive Officer’s direct reports; (iii) interpret this Plan and all Grant Certificates issued hereunder; (iv) adopt, amend and rescind such administrative guidelines and other rules relating to this Plan as it may from time to time deem advisable; (v) establish additional or waive conditions to the vesting of PSUs; (vi) set, waive and amend the performance targets; and (vii) make all other determinations and to take all other actions in connection with the administration of this Plan as it may deem necessary or advisable. The Board’s guidelines, rules, interpretations, and determinations shall be made with a view to preserving value and shall be conclusive and binding upon the Corporation, its Affiliates, and all Participants, Eligible Persons and their legal, personal representatives and beneficiaries.

3.5

The Chief Executive Officer has the authority to allocate the PSUs approved by the Board for grant to Eligible Persons that are not the Chief Executive Officer and the Chief Executive Officer’s direct reports provided, however, that the Chief Executive Officer subsequently reports the results of the allocation to the Compensation Committee.

3.6

The Board may authorize one or more officers of the Corporation to execute and deliver and to receive documents on behalf of the Corporation.

3.7

No member of the Board or any person acting pursuant to authority delegated by it hereunder shall be liable for any action or determination in connection with the Plan made or taken in good faith.

3.8

Nothing contained herein shall prevent the Board from adopting other compensation arrangements, subject to any required approval.

3.9

Part 4
GRANT OF PERFORMANCE SHARE UNITS

4.1

Subject to the provisions of this Plan, the Compensation Committee Charter and the Board Mandate, the Board shall have the right to grant PSUs to Eligible Persons that are the Chief Executive Officer and the Chief Executive Officer’s direct reports and to grant an aggregate number of PSUs to be allocated by the Chief Executive Officer to all other Eligible Persons that are not the Chief Executive Officer or the Chief Executive Officer’s direct reports in respect of services provided by such Eligible Person in the calendar year that includes the Grant Date (but not, for greater certainty, before the calendar year that includes the Grant Date) or services to be provided by such Eligible Person following the date of grant. The Board shall also determine, subject to the terms of this Plan, the Compensation Committee Charter and the Board Mandate, in connection with each grant of PSUs:

(a)

the date on which such PSUs are to be granted;

(b)

the number of PSUs to be granted;

(c)

the terms, including the limitations, restrictions, vesting period, performance targets, performance multiplier and conditions, if any, of any such grant (which may vary between PSUs granted from time to time); and

(d)

any other terms and conditions of all PSUs covered by any grant.

4.2

The grant of a PSU shall be evidenced by a Grant Certificate, signed on behalf of the Corporation.

4.3

Neither the grant nor the settlement of a Performance Share Unit under the Plan shall entitle such Participant to receive nor preclude such Participant from receiving subsequently granted Performance Share Units.

4.4

4.5

PSUs shall not be considered Shares, nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Shares (other than rights specified in Part 7 of this Plan) prior to the vesting and settlement of such PSUs, nor shall any Participant be considered the owner of Shares by virtue of the award of PSUs prior to the vesting and settlement of such PSUs, in each case to the extent settled pursuant to Section 5.2(b).

4.6

The Corporation shall maintain an Account which indicates the number of PSUs which have been granted to such Participant and credited to such account from time to time in accordance with the terms hereunder, together with the vesting terms of such PSUs.

4.7

The number of Shares which may be reserved for issuance under the Plan shall not exceed, on a rolling basis, the following thresholds:

(a)

(b)

6% of the outstanding Shares at the time of the granting of a PSU, LESS the aggregate number of Shares then reserved for issuance pursuant to any other security based compensation arrangement.

4.8

Notwithstanding anything in this Plan to the contrary:

(a)

the maximum number of Shares issuable pursuant to PSUs granted under the Plan to Insiders, together with the number of Shares issuable to Insiders under any other security based compensation arrangements, shall not exceed 10% of the Shares issued and outstanding on a non-diluted basis at the Grant Date of the PSUs; and

(b)

within any one-year period, the maximum number of Shares issued pursuant to PSUs granted under the Plan to Insiders, together with the number of Shares issued to Insiders under any other security based compensation arrangements, shall not exceed 10% of the Shares issued and outstanding on a non-diluted basis.

Any entitlement to acquire Shares granted pursuant to the Plan or otherwise prior to the grantee becoming an Insider shall be excluded for the purpose of the limits set out above.

4.9

For greater certainty, if a PSU is surrendered, terminated or expires without being settled, or is settled in cash, the Shares reserved for issuance pursuant to such PSU shall be available for new PSUs granted under this Plan and, if applicable, other security based compensation arrangements.

4.10

No fractional Shares may be purchased or issued under the Plan.

Part 5
VESTING AND SETTLEMENT

5.1

Except as otherwise provided in this Plan, PSUs shall vest on achievement of the performance vesting targets and other conditions as determined by the Board in its sole discretion and in each case as set out in the Participant’s Grant Certificate or the Participant’s employment agreement with the Corporation (or its Affiliate, as the case may be).

5.2

Except as otherwise provided in this Plan, as of the first business day following a Vesting Date (the “Settlement Date”), a Participant shall become entitled to receive settlement from the Corporation in respect of each vested PSU (net of applicable Source Deductions), with the form of such settlement to be determined by the Compensation Committee, in its sole discretion, and which may be satisfied by:

(a)

payment of an amount of cash equal to the Fair Market Value of a Share on the Vesting Date for each vested PSU; or

(b)

issuance to the Participant of one Share for each vested PSU.

For greater certainty, the Compensation Committee may determine, in its sole discretion, the form of settlement in respect of vested PSUs pursuant to this Section 5.2 at any time prior to settlement, including on the Settlement Date. If the Compensation Committee determines to issue Shares pursuant to subsection 5.2(b), such Shares shall be issued from treasury.

5.3

Except as otherwise provided in this Plan, settlement of vested PSUs (whether by cash payment pursuant to Section 5.2(a) or by issuance of Shares pursuant to Section 5.2(b)) shall be made as soon as practicable following the Settlement Date and, in any event, within fifteen Business Days of the Settlement Date. Settlement may be effected by bank transfer or other method of payment as determined by the Corporation, or, where Shares are issued, by such means (including book-entry) as the Corporation may determine, subject to applicable law and the rules and policies of the Stock Exchange. Following settlement in accordance with this Part 5, the PSUs so settled shall be of no value whatsoever and shall be struck from the Participant’s Account.

5.4

5.5

Notwithstanding any other provision in this Plan or in a Participant’s Grant Certificate, (i) any PSUs which do not vest by November 30 of the third year following the calendar year in which such PSUs were granted shall expire and have no further value, and (ii) if the Outside Date occurs and, pursuant to Section 5.4, the Settlement Date would otherwise occur while a Blackout Period is still in effect, then such PSUs shall be settled on the Outside Date notwithstanding the Black-Out Period, and the form of settlement shall be as set out in Section 5.2(a).

Part 6
TERMINATION OF EMPLOYMENT AND ENGAGEMENT

6.1

Notwithstanding any other provision herein, if a Participant’s employment or engagement with the Corporation or an Affiliate is terminated, except in circumstances where Section 6.2 applies or as specified in a Participant’s employment agreement with the Corporation or an Affiliate, then unless the Board, in its sole discretion, determines otherwise, all outstanding and unvested PSUs of the Participant and any and all rights with respect to such outstanding PSUs shall be forfeited and cancelled effective as of the termination date.

6.2

Section 6.1 shall not apply if a Participant’s employment or engagement with the Corporation or an Affiliate is terminated as a result of a Participant’s Retirement, permanent Disability or death and any unvested PSUs held by such Participant shall continue to vest in accordance with the vesting schedule, performance targets and conditions set out in the Participant’s Grant Certificate.

6.3

If a Participant ceases to be an Eligible Person as a result of an Approved Leave of Absence then any unvested PSUs held by such Participant shall continue to vest during the period of the Approved Leave of Absence in accordance with the vesting schedule, performance targets and conditions set out in the Participant’s Grant Certificate, provided that if the Participant does not recommence employment following the Approved Leave of Absence, the PSUs will be treated in accordance with Section 6.1.

Part 7
ADJUSTMENTS

7.1

If the Corporation amalgamates, consolidates or combines with or merges with or into another body corporate by way of amalgamation, arrangement or otherwise, notwithstanding any other provision of this Plan, any surviving, successor or acquiring entity shall assume any outstanding PSUs or shall substitute similar equity-based performance units for the outstanding PSUs. If the surviving, successor or acquiring entity does not assume the outstanding PSUs or substitute similar equity-based performance units for the outstanding PSUs, or if the Compensation Committee otherwise determines in its sole discretion, the Corporation may give written notice to all Participants advising that the Plan shall be terminated in connection with such transaction and all PSUs may be deemed to be vested at such time as the Compensation Committee determines in its sole discretion. The number of PSUs which are deemed to be vested shall be determined in the Compensation Committee’s sole discretion. Notwithstanding the foregoing, for any U.S. taxpayer Participant who is Retirement eligible, the PSUs held by such Participant shall automatically vest and settle if such amalgamation, consolidation, combination or merger constitutes a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the assets” of the Corporation for purposes of Section 409A, and if such amalgamation, consolidation, combination or merger does not constitute a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the assets” of the Corporation for purposes of Section 409A and the Participant’s PSUs are not assumed by the surviving, successor or acquiring entity, the surviving, successor or acquiring entity shall provide consideration to the Participant in respect of the Participant’s PSUs in accordance with Section 409A.

7.2

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off or other distribution (other than normal cash dividends) of the Corporation’s assets to shareholders, or any other change in the capital of the Corporation affecting Shares then the number of outstanding PSUs shall be increased or reduced proportionately and such other adjustments shall be made as may be deemed necessary or equitable by the Board in its sole discretion and such adjustment shall be binding for all purposes. Any adjustments made pursuant to this Section 7.2 will be made with a view to preserving the value of the outstanding PSUs.

7.3

In the event of a cash dividend on the Corporation’s Shares, a Participant’s Account shall be credited with additional PSUs on each dividend payment date in respect of which dividends are paid on the Shares. Such number of PSUs shall be computed by dividing: (a) the amount obtained by multiplying the value of the dividend declared and paid per Share by the number of PSUs recorded in the Participant’s Account on the record date for the payment of such dividend, by (b) the Market Price as of the dividend record date, rounded down to the nearest whole number. Such adjustments to a Participant’s Account shall be made on an equitable basis by the Board, in its sole discretion and such adjustment shall be binding for all purposes.

Part 8
AMENDMENT AND TERMINATION

8.1

The Board reserves the right, in its sole discretion, to amend, suspend or terminate the Plan, any Performance Share Unit or any portion thereof at any time, in accordance with applicable legislation, without obtaining the approval of shareholders. Notwithstanding the foregoing, the Corporation will be required to obtain shareholder approval for any amendment to:

(a)

increase the percentage of issued and outstanding Shares available for issuance under the Plan;

(b)

change the method of calculation of settlement of Performance Share Units held by Eligible Persons if settled in cash (other than pursuant to Part 7);

(c)

cancel and reissue Performance Share Units or substitute the Performance Share Units with other awards or cash (other than pursuant to Part 7);

(d)

extend the original term for settlement of Performance Share Units held by Eligible Persons;

(e)

amend, remove or exceed the participation limits for Insiders set forth in Section 4.8;

(f)

amend the eligibility for participation under the Plan;

(g)

permit Performance Share Units granted under the Plan to be transferable or assignable other than as contemplated by Section 9.8; or

(h)

Section 9.8 or this Part 8.

8.2

Without limiting the generality of the foregoing, the Board may make the following amendments to the Plan, without obtaining shareholder approval:

(a)

(b)

amendments to address applicable securities or tax laws;

(c)

amendments to the provisions of the Plan respecting administration of the Plan; and

(d)

amendments to the Plan that are of a “housekeeping” nature.

8.3

The Board may from time to time amend or suspend this Plan in whole or in part and may at any time terminate this Plan in accordance with this Part 8. No such amendment, suspension or termination shall adversely affect the rights of any Eligible Person at the time of such amendment, suspension or termination with respect to outstanding and unsettled Performance Share Units credited to such Eligible Person without the consent of the affected Eligible Person. If the Board terminates the Plan, no new Performance Share Units will be awarded to any Eligible Person, but outstanding and previously credited Performance Share Units shall remain outstanding, be entitled to settlement as provided under Part 5, and be settled in accordance with the terms and conditions of this Plan existing at the time of termination. This Plan will finally cease to operate for all purposes when the last remaining Performance Share Units are settled, expired, cancelled, surrendered or otherwise terminated in accordance with the terms and conditions of this Plan existing at the time of termination.

Part 9
GENERAL PROVISIONS

9.1

9.2

9.3

9.4

Neither the Corporation nor the Participant shall be liable to any Participant for any loss resulting from a decline in the market value of the Shares.

9.5

9.6

Notwithstanding any other provision contained herein, the Corporation shall be entitled to withhold, and to require the satisfaction of, all amounts required by law to be withheld or deducted in connection with any amount payable or any Shares issuable to a Participant pursuant to the settlement of PSUs (collectively, “Source Deductions”). Without limiting the generality of the foregoing, and subject to applicable law, the Corporation may satisfy, or require the satisfaction of, Source Deductions in such manner as the Corporation determines in its sole discretion, including, without limitation, by one or more of the following methods:

(a)

requiring the Participant to remit to the Corporation (or the relevant Affiliate) an amount in cash sufficient to satisfy the Source Deductions prior to settlement;

(b)

withholding all or any portion of any cash payment otherwise payable to the Participant in an amount sufficient to satisfy the Source Deductions; or

(c)

withholding Shares otherwise issuable to the Participant upon settlement of the PSUs in an amount sufficient to satisfy the Source Deductions;

(d)

having the Corporation withhold taxes from the proceeds of the sale of Shares issued to the Participant upon settlement of the PSUs through a voluntary sale or through a mandatory sale arranged by the Corporation (on the Participant’s behalf); or

(e)

such other method or combination of methods as may be determined by the Corporation in its sole discretion, acting reasonably,

9.7

The Plan is intended to be exempt from, or to comply with, Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered so as to avoid accelerated taxation and the additional tax imposed by Section 409A. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable laws require otherwise. With respect to any award that is deemed to be non-qualified deferred compensation and that is due to be paid on account of a U.S taxpayer Participant’s termination of employment, termination of employment shall be interpreted to mean a “Separation from Service” within the meaning of Section 409A. Notwithstanding anything to the contrary in the Plan, with respect to any payment to a U.S. taxpayer that is deemed to be non-qualified deferred compensation owing to a “specified employee” within the meaning of Section 409A, to the extent required to avoid accelerated taxation and tax penalties under Section 409A, amounts that would otherwise be payable pursuant to the Plan during the six-month period immediately following the U.S. taxpayer Participant’s termination of employment or engagement shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Each payment in respect of a PSU granted under the Plan shall be treated as a separate payment for purposes of Section 409A.

9.8

No assignment or other transfer of PSUs, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such PSUs whatsoever in any assignee or transferee. Notwithstanding the foregoing, the Corporation may, at its discretion, permit the transfer of PSUs to a trustee, custodian or administrator acting on behalf of the Participant.

9.9

9.10

The Plan shall be governed by, and interpreted in accordance with, the laws of British Columbia, without regard to principles of conflict of laws.

APPROVED by the Board of Directors of the Corporation on: April 16, 2026

APPENDIX “A”
FORM OF GRANT CERTIFICATE

Aris Mining Corporation (the “Corporation”) has adopted a Performance Share Unit Plan (the “Plan”) as a part of its compensation program. This grant of Performance Share Units (“PSUs”) is governed in all respects by the terms of the Plan, and the provisions of the Plan are hereby incorporated by reference.

Grant: Subject to the terms and conditions of the Plan, the Corporation hereby grants the Participant the PSUs set out below, on the terms and conditions set out below:

Name of Participant:

(the “Participant”)

Grant Date:

Number of PSUs:

(the “Grant”)

Vesting Terms: [Insert vesting terms]

Other Terms: [Insert other terms, if applicable.]

Each of the Corporation and the Participant understand and agree that the granting and settlement of the PSUs are subject to the terms and conditions of the Plan, all of which are incorporated into and form a part of this Grant Certificate

DATED [●], 20[●].
		ARIS MINING CORPORATION
	Per:		c/s

Acknowledgement

I confirm my acceptance of this grant of PSUs under the terms and conditions described above and under the Plan and confirm and acknowledge that I have not been induced to sign this Grant Certificate or acquire any PSUs by expectation of employment or continued employment with the Corporation or an Affiliate.

I acknowledge and agree that the Corporation or an Affiliate may be required to withhold, and to remit to the Canada Revenue Agency, the tax agency or other applicable tax authority of the country in which I reside or am otherwise subject to tax, income taxes, social security contributions and all other amounts required by law to be withheld or deducted in connection with any amount payable or any Shares issuable to me under the Plan (collectively, “Source Deductions”). Under no circumstances shall the Corporation or any Affiliate be responsible for the payment of any Source Deductions on my behalf. By accepting the grant of PSUs, I authorize the Corporation to satisfy the Source Deductions in such manner as the Corporation determines in its sole discretion, which may include the mandatory sale of Shares.

Accepted this _____ day of ____________________, 20_____.


Name: [Participant]

Exhibit 99.3

ARIS MINING CORPORATION

AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN

1.              Purposes of the Plan

1.1            The purposes of this Plan are to (a) assist the Company in attracting, retaining and motivating senior officers, employees and consultants of the Company and of its related entities; and (b) closely align the personal interests of such officers, employees and consultants with those of the shareholders by providing them with the opportunity, through options, to acquire common shares in the capital of the Company.

2.              Definitions

2.1            For the purposes of the Plan, the following terms have the respective meanings set forth below:

(a)            “Black-Out Period” means that period during which a trading black-out period is imposed by the Company to restrict trades in the Company’s securities by an Eligible Person;

(b)            “Board” means the board of directors of the Company;

(d)            “Cause” means any act, which at common law in the applicable jurisdiction, would be considered cause for dismissal without the obligation to provide notice or pay in lieu of notice;

(e)            “Change of Control” means:

(i)            an acquisition of 50% or more of the voting rights attached to all outstanding voting shares of the Company by a person or combination of persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, or by virtue of a related series of such events, and whether by transfer of existing shares or by issuance of shares from treasury or both; or

(ii)            the amalgamation, consolidation or combination of the Company with, or merger of the Company into, any other person, whether by way of amalgamation, arrangement or otherwise, unless (1) the Company is the surviving person or the person formed by such amalgamation, consolidation or combination, or into which the Company has merged, is a corporation and (2) immediately after giving effect to such transaction at least 50% of the voting rights attached to all outstanding voting shares of the Company or the corporation resulting from such amalgamation, consolidation or combination, or into which the Company is merged, as the case may be are owned by persons who held the voting rights attached to all outstanding voting shares of the Company immediately before giving effect to such transaction; or

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(iii)           the direct or indirect transfer, conveyance, sale, lease or other disposition, by virtue of a single event or a related series of such events, of 90% or more of the assets of the Company based on gross fair market value to any person unless (1) such disposition is to a corporation and (2) immediately after giving effect to such disposition, at least 50% of the voting rights attached to all outstanding voting shares of such corporation are owned by the Company or its related entities or by persons who held the voting rights attached to all outstanding voting shares of the Company immediately before giving effect to such disposition; or

(iv)          at least 50% of the directors constituting the Board cease to be directors as a result of, in connection with, or pursuant to a contract relating to (a) a Change of Control as defined in paragraphs (i), (ii) or (iii), or (b) an actual or threatened contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies by or on behalf of a person or persons (other than a solicitation that was approved by directors constituting a majority of the Board);

(f)            “Company” means Aris Mining Corporation;

(g)           “Compensation Committee” means the compensation committee of the Board and if there is none, means the full Board;

(h)           “Consultant” has the same meaning ascribed to that term under Section 2.22 of NI 45-106 and shall only include those persons who may participate in an “Employee Benefit Plan” as set forth in Rule 405 of the U.S. Securities Act;

(i)            “Eligible Person” means, from time to time, an Employee, including any Executive Officer, a Consultant of the Company or of a related entity of the Company;

(j)            “Employee” means a full-time or part-time employee of the Company or of a related entity of the Company;

(k)           “Exchange” means, if the Shares are listed on the TSX, the TSX and, if the Shares are not listed on the TSX, any other principal exchange upon which the Shares are listed;

(l)            “Executive Officer” means an executive officer of the Company appointed as such by a resolution of the Board;

(m)          “Grant Date” has the meaning ascribed to that term in Subsection 5.1 hereof;

(n)           “Holding Company” has the meaning ascribed to that term in Subsection 6.6 hereof;

(o)           “Insider” means a reporting insider as defined under National Instrument 55-104 – Insider Reporting Requirements and Exemptions;

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(p)           “Market Value” of a Share means, on any given day, the closing trading price per share of the Shares on the Exchange on the Trading Day immediately preceding the relevant date;

(q)           “NI 45-106” means National Instrument 45-106 – Prospectus Exemptions;

(r)            “Option” means an option, granted pursuant to Section 5 hereof, to purchase a Share;

(s)            “Option Agreement” has the meaning ascribed to that term in Subsection 7.1 hereof;

(t)            “Option Period” has the meaning ascribed to that term in Subsection 6.3 hereof;

(u)           “Option Price” means the price per Share at which Shares may be purchased under the Option, as determined pursuant to Subsection 5.1(b) hereof and as may be adjusted in accordance with Section 10 hereof;

(v)           “Optionee” means an Eligible Person to whom an Option has been granted;

(w)           “Plan” means the Amended and Restated Incentive Stock Option Plan of the Company as set forth herein as the same may be amended and/or restated from time to time;

(x)            “related entity” has the meaning ascribed to that term in Section 2.22 of NI 45-106;

(y)           “RRSP” has the meaning ascribed to that term in Subsection 6.6 hereof;

(z)            “Securities Regulators” has the meaning ascribed to that term in Section 11 hereof;

(aa)         “security based compensation arrangement” means

(i)            stock option plans of the Company for the benefit of employees, insiders, service providers or any one of such groups;

(ii)            individual stock options granted to employees, service providers or insiders if not granted pursuant to a plan previously approved by the Company’s shareholders;

(iii)          stock purchase plans where the Company provides financial assistance or where the Company matches the whole or a portion of the securities being purchased;

(iv)          stock appreciation rights involving issuances of securities from treasury of the Company;

(v)           any other compensation or incentive mechanism involving the issuance or potential issuances of securities from treasury of the Company; and

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(vi)          security purchases from treasury by an employee, insider or service provider which is financially assisted by the Company by any means whatsoever,

and for greater certainty, arrangements which do not involve the issuance from treasury or potential issuance from treasury of the Company are not security based compensation arrangements;

(bb)         “Share” means, subject to Section 10 hereof, a common share without nominal or par value in the capital of the Company;

(cc)         “Shareholder” means a registered holder of Shares of the Company;

(dd)         “Take-Over Bid” has the meaning ascribed to the term in Subsection 10.6 hereof;

(ee)         “Trading Day” means any day on which the Exchange is open for trading of Shares provided that if the Shares are no longer listed on any stock exchange, means any day which is a business day in British Columbia;

(ff)           “TSX” means the Toronto Stock Exchange; and

(gg)         “U.S. Securities Act” means the United States Securities Act of 1933, as amended.

2.2          Unless otherwise indicated, all dollar amounts referred to in this Plan are in Canadian funds.

2.3          As used in this Plan,

(a)            unless the context otherwise requires, words importing the masculine gender shall include the feminine and neuter genders, words importing the singular shall include the plural and vice versa;

(b)           unless the context otherwise requires, the expressions “herein”, “hereto”, “hereof”, “hereunder” or other similar terms refer to the Plan as a whole, together with the appendices and schedules, and references to a Section, Subsection, paragraph, Appendix or Schedule by number or letter or both refer to the Section, Subsection, paragraph, Appendix or Schedule, respectively, bearing that designation in the Plan; and

(c)            the term “include” (or words of similar import) is not limiting whether or not non-limiting language (such as “without limitation” or words of similar import) is used with reference thereto.

3.            Administration of the Plan

3.1          The Plan shall be administered by the Compensation Committee.

3.2          The Compensation Committee shall, periodically, after consulting with the Executive Officers, make grants to such Employees and Consultants who are not Executive Officers as it determines and report to the Board as to such grants of Options.

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3.3           The Chief Executive Officer of the Company shall periodically make recommendations to the Compensation Committee as to the grant of Options to Executive Officers. The Compensation Committee shall, periodically, after considering the Chief Executive Officer’s recommendations, make recommendations to the Board as to the grant of options to Executive Officers. For greater certainty, the Compensation Committee shall not have the power to make grants of options to Executive Officers unless explicitly delegated the power to do so by the full Board.

3.4           In addition to the powers granted to the Board under the Plan and subject to the terms of the Plan, the Board shall have full and complete authority to grant Options, to interpret the Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable. Any such interpretation, rule, determination or other act of the Board shall be conclusively binding upon all persons.

3.5           The Board may delegate any or all of its authority, rights, powers and discretion with respect to the Plan to the Compensation Committee. Upon any such delegation the Compensation Committee as well as the Board, shall be entitled to exercise any or all such authority, rights, power and discretion with respect to the Plan and, when used in the context of this Plan, “Board” shall be deemed to include the Compensation Committee.

3.6          The Board may authorize one or more officers of the Company to execute and deliver and to receive documents on behalf of the Company.

4.             Shares Subject to the Plan

4.1          Subject to adjustment as provided in Section 10, the aggregate number of Shares that may be reserved for issuance pursuant to Options shall not exceed, on a rolling basis, the lesser of:

(a)

3% of the outstanding Shares at the time of the granting of an Option; and

(b)

6% of the outstanding Shares at the time of the granting of an Option, LESS the aggregate number of Shares then reserved for issuance pursuant to any other security based compensation arrangement.

For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan.

4.2           In no event shall Options be granted entitling any one Optionee to purchase in excess of 3% of the issued and outstanding Shares on a non-diluted basis on the Grant Date of the Options.

4.3           No Options may be granted to non-Employee directors of the Company or a related entity of the Company under this Plan.

4.4           Notwithstanding anything in this Plan to the contrary:

(c)

the maximum number of Shares issuable pursuant to Options granted under the Plan to Insiders, together with the number of Shares issuable to Insiders pursuant to any other security based compensation arrangements, shall not exceed 10% of the Shares issued and outstanding on a non-diluted basis at the Grant Date of the Options; and

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(d)

within any one-year period, the maximum number of Shares issued pursuant to Options granted under the Plan to Insiders, together with the number of Shares issued to Insiders under any other security based compensation arrangements, shall not exceed 10% of the Shares issued and outstanding on a non-diluted basis.

Any entitlement to acquire Shares granted pursuant to the Plan or otherwise prior to the grantee becoming an Insider shall be excluded for the purpose of the limits set out above.

4.5           Options may be granted in respect of authorized and unissued Shares. Shares in respect of which Options have expired, cancelled or otherwise terminated for any reason (other than exercise of the Options) shall be available for subsequent Options under the Plan.

4.6           No fractional Shares may be purchased or issued under the Plan.

5.             Grants of Options

5.1           Subject to the provisions of the Plan, the Board shall, in its sole discretion and from time to time, determine those Eligible Persons to whom Options shall be granted and the date on which such Options are to be granted (the “Grant Date”). The Board shall also determine, in its sole discretion, in connection with each grant of Options:

(a)

the number of Options to be granted;

(b)

the Option Price applicable to each Option, provided that the Option Price shall not be less than the Market Value per Share on the Grant Date; and

(c)

the other terms and conditions (which need not be identical and which, without limitation, may include non-competition provisions) of all Options covered by any grant.

6.             Eligibility, Vesting and Terms of Options

6.1          Options may be granted to Eligible Persons only.

6.2          Subject to the adjustments provided for in Section 10 hereof, each Option shall entitle the Optionee to purchase one Share.

6.3          The option period (the “Option Period”) of each Option commences on the Grant Date and expires no later than at 4:30 p.m. Vancouver time on the fifth anniversary of the Grant Date.

If an Option expires during a Black-Out Period, then, notwithstanding any other provision of the Plan, the Option shall expire 10 business days after the Black-Out Period is lifted by the Company.

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6.4           Without restricting the authority of the Board in respect of the terms of Options to be granted hereunder, the Board may at its discretion, in respect of any such Option, provide that the right to exercise such Option will vest in instalments over the life of the Option or on the achievement of performance vesting targets determined by the Board at its discretion, with the Option being fully-exercisable only when such required time period or periods have elapsed or the performance targets have been met as determined by the Board in its sole discretion, as the case may be, and in connection therewith determine the terms under which vesting of the Options may be accelerated.

6.5          Subject to Section 8, an Option which is not subject to vesting, may be exercised (in each case rounded down to the nearest full Share) at any time during the Option Period. Subject to Section 8, an Option which is subject to vesting, once vested in accordance with the vesting terms, may be exercised (in each case rounded down to the nearest full Share) at any time during the Option Period.

6.6          An Option is personal to the Optionee and is non-assignable and non-transferable otherwise than (a) by will, (b) by the laws governing the devolution of property in the event of death of the Optionee, or (c) by transfer to a personal holding company wholly-owned and controlled by such Optionee (“Holding Company”) or to a registered retirement savings plan established for the sole benefit of such Optionee (“RRSP”) or from a Holding Company or RRSP to the Optionee and, in any such event, the provisions of the Plan shall apply mutatis mutandis as though they were originally issued to and registered in the name of the Optionee.

7.             Option Agreement

7.1           Upon the grant of an Option, the Company and the Optionee shall enter into an option agreement, in a form set out in Appendix A or in such form as approved by the Board (the “Option Agreement”), subject to the terms and conditions of the Plan, which agreement shall set out the Optionee’s agreement that the Options are subject to the terms and conditions set forth in the Plan as it may be amended or replaced from time to time, the Grant Date, the name of the Optionee, the Optionee’s position with or relationship to the Company or a related entity of the Company, as applicable, the number of Options, the Option Price, the expiry date of the Option Period and any vesting or other terms and conditions as the Board may deem appropriate.

8.             Termination of Employment, Engagement or Directorship

8.1           In the event an Optionee’s employment or engagement terminates for any reason other than death or for Cause, the Optionee may exercise any Option granted hereunder to the extent such Option was exercisable and had vested on the date of termination no later than 90 days after such termination or such later date within the Option Period first established by the Board for such Option as the Board may fix; provided, however, that in no event shall any Option be exercisable following the expiration of the Option Period applicable thereto.

8.2           In the event an Optionee’s employment or engagement is terminated for Cause, each Option held by the Optionee that has not been effectively exercised prior to such termination shall lapse and become null and void immediately upon such termination.

8.3           In the event of the death of an Optionee, either while in the employment or engagement of the Company, the Optionee’s estate may, within 365 days from the date of the Optionee’s death, exercise any Option granted hereunder to the extent such Option was exercisable and had vested on the date of the Optionee’s death; provided, however, that no Option shall be exercisable following the expiration of the Option Period applicable thereto. The Optionee’s estate shall include only the executors or administrators of such estate and persons who have acquired the right to exercise such Option directly from the Optionee by bequest or inheritance.

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8.4           The Board may also in its sole discretion increase the periods permitted to exercise all or any of the Options covered by any Grant following a termination of employment or engagement as provided in Subsections 8.1, 8.2 or 8.3 above, if allowable under applicable law; provided, however, that in no event shall any Option be exercisable following the expiration of the Option Period applicable thereto.

8.5           The Plan shall not confer upon any Optionee any right with respect to a continuation of employment or engagement of, the Company or a related entity of the Company nor shall it interfere in any way with the right of the Company or a related entity of the Company to terminate any Optionee’s employment or engagement at any time.

8.6           Unless otherwise agreed to in writing by the Board in accordance with this Section, any reference to “termination”, “date of termination” or similar references in the Plan:

(a)

in the case of an Employee, is deemed to be the last day of active employment with the Company or its related entity, as applicable, regardless of any salary continuance or notice period provided or required under applicable law or the reason for termination of employment (whether with or without Cause or with or without notice); and

(b)

in the case of a Consultant, is deemed to be to the date that the relevant agreement pursuant to which the Consultant is engaged by the Company or any related entity of the Company, as applicable is terminated;

it being understood that any such reference means termination from the last position that the Eligible Person had with the Company or any related entity of the Company, as applicable (whether Options were granted under this Plan or any previous equity incentive plan).

8.7           For greater certainty (and subject to Subsections 6.5 and 8.6), an Option that has not become vested on the date that the relevant termination event referred to in this Section 8 occurred, shall not be or become exercisable and shall be cancelled.

8.7           If the date pursuant to which any Option would cease to be exercisable pursuant to Subsections 8.1, 8.2 or 8.3, in respect of the termination, other than for Cause, of any Eligible Person, occurs during a Black-Out Period, then, notwithstanding any other provision of the Plan, the Option shall continue to be exercisable on or before the date that is 10 business days after the Black-Out Period is lifted by the Company.

9.             Exercise of Options

9.1            Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Company at its head office of a written notice of exercise addressed to the Secretary of the Company specifying the number of Shares with respect to which the Option is being exercised, together with the appropriate form of payment (to be determined by the Company) for the aggregate of the Option Prices to be paid for the Shares to be purchased. Certificates for such Shares shall be issued and delivered to or to the direction of the Optionee within a reasonable time following the receipt of such notice and payment.

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10.           Adjustment on Alteration of Share Capital

10.1         In the event of a subdivision, consolidation or reclassification of outstanding Shares or other capital adjustment, the number of Shares reserved or authorized to be reserved under the Plan, the number of Shares receivable on the exercise of an Option and the Option Price therefor shall be increased or reduced proportionately and such other adjustments shall be made as may be deemed necessary or equitable by the Board in its sole discretion and such adjustment shall be binding for all purposes.

10.2 If the Company amalgamates, consolidates or combines with or merges with or into another body corporate, whether by way of amalgamation, arrangement or otherwise (the right to do so being hereby expressly reserved), any Share receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, consolidation, combination or merger if the Optionee had exercised his or her Option immediately prior to the effective date of such amalgamation, consolidation, combination or merger and the Option Price shall be adjusted as may be deemed necessary or equitable by the Board in its sole discretion and such adjustment shall be binding for all purposes of the Plan.

10.3         In the event of a change in the Company’s currently authorized Shares which is limited to a change in the designation thereof, the shares resulting from any such change shall be deemed to be Shares within the meaning of the Plan.

10.4         In the event of any other change affecting the Shares, such adjustment, if any, shall be made as may be deemed necessary or equitable by the Board in its sole discretion to properly reflect such event and such adjustment be binding for all purposes of the Plan.

10.5         No adjustment provided in this Section 10 shall require the Company to issue a fractional Share and the total adjustment with respect to each Option shall be limited accordingly.

10.6         If, at any time when an Option granted under the Plan remains unexercised, an offer (“Take-Over Bid”) to purchase all or substantially all of the Shares of the Company is made by a third party by means of a take-over bid circular, the Company shall use its best efforts to bring such offer to the attention of the Optionee as soon as practicable and the Board may, in a fair and equitable manner, at its option, require the acceleration of the time for the exercise of the Options granted under the Plan and of the time for or waiver of the fulfillment of any conditions or restrictions on such exercise (including without limitation, vesting requirements).

10.7         Notwithstanding any other provision herein, if because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of Shares in the Company for securities, property or cash in or from another company is imminent (“Business Combination”), the Board may, in a fair and equitable manner, at its option determine the manner in which all unexercised option rights granted under the Plan shall be treated including, for example, requiring the acceleration of the time for the exercise of such rights by the Optionees and of the time for or the waiver of the fulfillment of any conditions or restrictions on such exercise (including without limitation, vesting requirements) or providing that any Share which would be receivable prior to the effective time of the Business Combination on the exercise of an Option be replaced with the securities, property or cash which the Optionee would have received if the Optionee had exercised his or her Option immediately prior to the effective time of the Business Combination and make any necessary adjustment, including adjustments to the Option Price, as may be deemed necessary or equitable by the Board in its sole discretion. All determinations of the Board under this Subsection 10.7 shall be binding for all purposes of the Plan. Any adjustments made by the Board in the context of a Business Combination are subject to TSX approval.

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10.8         In order to permit Optionees to participate in a proposed Take-Over Bid or a proposed Business Combination that could result in a Change of Control, the Board may make appropriate provisions for the exercise of Options (whether vested or not) conditional upon the Shares resulting therefrom being taken up and paid for under the Take-Over Bid or the completion of the Business Combination, as applicable.

11.          Regulatory Approval

11.1         Notwithstanding any of the provisions contained in the Plan, Option Agreement or any term of the Option, the Company’s obligations hereunder, including obligations to grant Options and issue Shares and to issue and deliver certificates for such securities to an Optionee pursuant to the exercise of an Option shall be subject to:

(a)

compliance with all applicable laws, regulations, rules, orders of governmental or regulatory authorities in Canada and the United States or any other applicable jurisdiction (“Securities Regulators”);

(b)

compliance with the requirements of the Exchange;

(c)

compliance with the Company’s insider trading policy; and

(d)

receipt from the Optionee of such covenants, agreements, representations and undertakings, including as to future dealings in such Shares, as the Company determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

11.2         The Company shall in no event be obligated to take any action in order to comply with any laws, regulations, rules, orders or requirements.

11.3         Notwithstanding any provisions in the Plan, Option Agreement or any term of the Option, if any amendment, modification or termination to the provisions hereof or any Option made pursuant hereto are required by any Securities Regulators, a stock exchange or a market as a condition of approval to a distribution to the public of any Shares or to obtain or maintain a listing or quotation of any Shares, the Board is authorized to make such amendments and thereupon the terms of the Plan, any Options, including any option agreement made pursuant hereto, shall be deemed to be amended accordingly without requiring the consent or agreement of any Optionee or shareholder approval.

12.           Terms and Conditions of Options Granted to U.S. Participants

12.1         This Section 12 applies only to U.S. Participants. In this Section 12, the following words and phrases shall have the following meanings:

(a)

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

(b)

“Disability” means, with respect to any U.S. Participant, that such U.S. Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months. The preceding definition of the term “Disability” is intended to comply with, and will be interpreted consistently with, sections 22(e)(3) and 422(c)(6) of the Code.

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(c)

“Fair Market Value” means, with respect to any property (including, without limitation, any Share), the fair market value, as of a given date, of such property, determined by such methods or procedures as are established from time to time by the Board. Unless otherwise determined by the Board, the fair market value of a Share as of a given date will be the closing board lot sale price per share of a Share on the Exchange on the Trading Day immediately preceding such date.

(d)

“Grant Date” means, with respect to any Option, the date on which the Board grants the Option.

(e)

“Incentive Stock Option” means an Option that is intended to qualify as an “incentive stock option” pursuant to section 422 of the Code.

(f)

“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.

(g)

“Option” means an option to acquire Shares granted under this Plan.

(h)

“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each corporation (other than the last corporation) in such chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. The preceding definition of the term “Subsidiary” is intended to comply with, and will be interpreted consistently with, section 424(f) of the Code.

(i)

“U.S. Employee” means a person who is an employee of the Company (or of any Subsidiary) for purposes of section 422 of the Code.

(j)

“U.S. Participant” means an Optionee who is a citizen of the United States or a resident of the United States, in each case as defined in section 7701(a)(30)(A) and section 7701(b)(1)of the Code.

(k)

“10% Shareholder” means any person who owns, taking into account the constructive ownership rules set forth in section 424(d) of the Code, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company (or of any parent of the Company or Subsidiary).

12.2         Notwithstanding any other provision of this Plan to the contrary, the aggregate number of Shares available for Options shall not exceed, on a rolling basis, 10% of the outstanding Shares at the time of the granting of an Option, LESS the aggregate number of Shares then reserved for issuance pursuant to any other security based compensation arrangements, of which not more than 20,000,000 Shares may be issued pursuant to the exercise of Incentive Stock Options granted under the Plan, subject to adjustment pursuant to Article 10 of this Plan and subject to the provisions of sections 422 and 424 of the Code. For greater certainty, if an Incentive Stock Option is surrendered, terminated or expires without being exercised, the Shares reserved for issuance pursuant to such Incentive Stock Option shall be available for new Incentive Stock Options granted under this Plan.

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12.3         Each Option Agreement with respect to an Option granted to a U.S. Participant shall specify whether the related Option is an Incentive Stock Option or a Nonqualified Stock Option. If no such specification is made in an Option Agreement, the related Option will be:

(a)           an Incentive Stock Option if all of the requirements under the Code that must be satisfied in order for such Option to qualify as an Incentive Stock Option are satisfied; or

(b)           in all other cases, a Nonqualified Stock Option. For the avoidance of doubt, if all or a portion of an Incentive Stock Option does not qualify as an Incentive Stock Option, then such portion that does not qualify as an Incentive Stock Option shall be a Nonqualified Stock Option.

12.4 In addition to the other terms and conditions of this Plan (and notwithstanding any other term or condition of this Plan to the contrary), the following limitations and requirements will apply to an Incentive Stock Option:

(a)           An Incentive Stock Option may be granted only to a U.S. Employee.

(b)           The aggregate Fair Market Value of the Shares (determined as of the applicable Grant Date) with respect to which Incentive Stock Options are exercisable for the first time by any U.S. Participant during any calendar year (pursuant to this Plan and all other plans of the Company and of any Parent or Subsidiary) will not exceed one hundred thousand dollars (U.S.$100,000) or any other limitation subsequently set forth in section 422(d) of the Code. To the extent that such limitation is exceeded, the options in excess of such limitation will be treated as Nonqualified Stock Options.

(c)           The exercise price per Share payable upon exercise of an Incentive Stock Option will be not less than one hundred percent (100%) of the Fair Market Value of a Share on the applicable Grant Date; provided, however, that the exercise price per Share payable upon exercise of an Incentive Stock Option granted to a U.S. Participant who is a 10% Shareholder on the applicable Grant Date will be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the applicable Grant Date. Under no circumstances shall the exercise price of an Option be less than the closing board lot sale price per share of a Share on the Exchange on the Trading Day immediately preceding the Grant Date and provided further that for purposes of Incentive Stock Options Fair Market Value shall not be less than fair market value as determined in accordance with Section 1.422-2(e) of the tax regulations under the Code.

(d)           No Incentive Stock Option may be granted more than ten (10) years after the earlier of (i) the date on which the Board adopts the most recent amendment and restatement of the Plan or (ii) the date on which the shareholders of the Company approve such most recent amendment and restatement of the Plan.

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(e)           An Incentive Stock Option will terminate and no longer be exercisable no later than the earlier of the term set by the Board and five (5) years after the applicable Grant Date.

(f)            If a U.S. Participant who has been granted an Incentive Stock Option ceases to be a U.S. Employee, then, in order to retain its status as an Incentive Stock Option for U.S. federal tax purposes such Option must be exercised within the time limits set forth below. Failure to exercise such Incentive Stock Options within the following time limits will result in the Option ceasing to be an Incentive Stock Option.

(i) If a U.S. Participant who has been granted an Incentive Stock Option ceases to be a U.S. Employee due to the death of such U.S. Participant, such Incentive Stock Option may be exercised (to the extent such Incentive Stock Option was exercisable on the date of death) by the estate of such U.S. Participant, or by any person to whom such Incentive Stock Option was transferred in accordance with Subsection 6.6, for a period of one (1) year after the date of death (but in no event beyond the term of such Incentive Stock Option).

(ii) If a U.S. Participant who has been granted an Incentive Stock Option ceases to be a U.S. Employee due to the Disability of such U.S. Participant, such Incentive Stock Option may be exercised (to the extent such Incentive Stock Option was exercisable on the date of Disability) by such U.S. Participant for a period of one (1) year after the date of Disability (but in no event beyond the term of such Incentive Stock Option).

(iii) If a U.S. Participant who has been granted an Incentive Stock Option ceases

to be a U.S. Employee for any reason other than the death or Disability of such U.S. Participant or termination for Cause, such Incentive Stock Option may be exercised (to the extent such Incentive Stock Option was exercisable on the date of termination) by such U.S. Participant for a period of three (3) months after the date of termination (but in no event beyond the term of such Incentive Stock Option). If an Option ceases to be an Incentive Stock Option by virtue of this paragraph, it will be treated as a Nonqualified Stock Option and the provisions in Subsection 8.1 or 8.2, as applicable, will apply with respect to the period during which the Option may be exercised.

For purposes of this Subsection 12.4(f), the employment of a U.S. Participant who has been granted an Incentive Stock Option will not be considered interrupted or terminated upon (a) sick leave, military leave or any other leave of absence approved by the administrator of the Plan that does not exceed ninety (90) days in the aggregate; provided, however, that if reemployment upon the expiration of any such leave is guaranteed by contract or applicable law, such ninety (90) day limitation will not apply, or (b) a transfer from one office of the Company (or of any Parent or Subsidiary) to another office of the Company (or of any Parent or Subsidiary) or a transfer between the Company and any Parent or Subsidiary.

For greater certainty, under no circumstances shall the above time limits apply to extend the time limits applicable under Section 8.

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(g)

An Incentive Stock Option granted to a U.S. Participant may be exercised during such U.S. Participant’s lifetime only by such U.S. Participant.

(h)

An Incentive Stock Option granted to a U.S. Participant may not be transferred, assigned, pledged, hypothecated or otherwise disposed of by such U.S. Participant, except (i) by will, or (ii) by the laws of descent and distribution.

12.5         In the event that this Plan is not approved by the shareholders of the Company as required by Section 422 of the Code within twelve (12) months before or after the date on which this Plan is adopted by the Board, any Incentive Stock Option granted under this Plan will automatically be deemed to be a Nonqualified Stock Option.

12.6         Any adjustment, amendment or termination of outstanding Options granted to U.S. Participants will occur only if such actions are undertaken in accordance with Section 409A of the Code on a basis consistent with the regulations thereunder. Except as otherwise determined by the Compensation Committee, any adjustment in Incentive Stock Options (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code.

12.7         All Options and Shares issued pursuant to the Plan will be issued pursuant to the registration requirements of the U.S. Securities Act or an exemption from such registration requirements.

12.8         It is intended that the Plan comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Plan or any other plan maintained by the Company, including any taxes and penalties under Section 409A of the Code, and neither the Company nor any affiliate shall have any obligation to indemnify or otherwise hold such U.S. Participant or any beneficiary harmless from any or all of such taxes or penalties. With respect to any Option that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Option granted under the Plan is designated as a separate payment. Notwithstanding anything in the Plan to the contrary, if the U.S Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments or deliveries in respect of any Options that are “deferred compensation” subject to Section 409A of the Code shall be made to such U.S. Participant prior to the date that is six months after the date of such U.S. Participant’s “separation from service” within the meaning of Section 409A of the Code or, if earlier, the U.S. Participant’s date of death. All such delayed payments or deliveries will be paid or delivered (without interest) in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.

13.           Miscellaneous

13.1         An Optionee entitled to Shares as a result of the exercise of an Option shall not be deemed for any purpose to be, or to have rights as, a shareholder of the Company by such exercise, except to the extent Shares are issued therefor and then only from the date such Shares are issued. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such Shares are issued pursuant to the exercise of Options.

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13.2         If the Company or any of its related entities, as applicable, shall be required to withhold any amounts by reason of any federal, provincial, state, local or other laws of any jurisdiction concerning taxes, social security contributions or other source deductions in respect of the issuance or delivery of the Options or Shares to the Optionee, the Company or the related entity may deduct and withhold such amount or amounts from any payment made by the Company or the related entity to such Optionee, whether or not such payment is made pursuant to this Plan. In addition, or as an alternative to such withholding from payments, the Company or any related entity with a withholding obligation as described above may require an Optionee, as a condition of exercise of an Option, to pay to the Company or related entity, as the case may be, an amount not exceeding the total of the withholding obligation of the Company or related entity arising in respect of the issuance or delivery of the Options or Shares to the Optionee, or to reimburse the Company or related entity for such amount. Under no circumstances shall the Company or any related entity be responsible for funding the payment of any tax, social security contributions or other source deductions on behalf of the Optionee or for providing any tax advice to them.

14.           Amendment and Termination

14.1         The Plan is to be effective as of May 7, 2026. Any amendments made are effective as of the date amendment.

14.2         The Board may, subject to Shareholder approval, amend the Plan at any time. Notwithstanding the foregoing, the Board is specifically authorized to amend or revise the terms of the Plan without obtaining Shareholder approval in the following circumstances:

(a)

to change the termination provisions of the Options or Plan which does not extend beyond the original expiry date;

(b)

to add a cashless exercise feature, payable in cash or securities, whether or not the feature provides for a full deduction of the number of underlying securities from the reserved Shares; and

(c)

other amendments of a housekeeping nature, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein and updating provisions herein to reflect changes in the governing laws, including tax laws, and the TSX requirements.

Amendments to this provision as well as amendments to the number of Shares issuable under the Plan (including an increase to a fixed maximum number of Shares or a fixed maximum percentage of Shares, as the case may be, or a change from a fixed maximum number of shares to a fixed maximum percentage), may not be made without obtaining approval of the Shareholders. For greater certainty, an increase does not include reloading after exercise under a fixed maximum number or percentage provided the fixed maximum or percentage is not increased and the Plan otherwise permits reloading.

14.3         The Board may suspend or terminate the Plan at any time. No action by the Board to terminate the Plan pursuant to this Section 14 shall affect any Options granted hereunder pursuant to the Plan prior to termination.

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14.4         Except as set out below, the Board may (without Shareholder approval) amend, modify or terminate any outstanding Option, including, but not limited to, substituting another award of the same or of a different type or changing the date of exercise; provided, however that, the Optionee’s consent to such action shall be required unless the Board determines that the action, when taken with any related action, would not materially and adversely affect the Optionee or is specifically permitted hereunder. The exercise price of any outstanding Options may not be reduced and the original Option Period extended unless Shareholder approval is obtained by way of a resolution passed by a majority of the votes cast by the Shareholders at a meeting of Shareholders. The Option Price of any outstanding Options may not be reduced and the original term of the Option Period may not be extended to the benefit of Insiders unless disinterested Shareholder approval is obtained in accordance with TSX requirements.

14.5         For greater certainty, and notwithstanding Sections 14.2 and 14.4, the Board may not, without Shareholder approval: (i) amend the eligibility for participation under the Plan or expand the categories of Eligible Persons who may receive Options under the Plan; (ii) cancel and reissue Options held by persons other than Insiders; or (iii) amend the Plan to permit Options granted under the Plan to be assigned or transferred, other than as expressly permitted under Section 6.6.

APPROVED by the Board of Directors of the Company on: April 16, 2026

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APPENDIX A

ARIS MINING CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN OPTION AGREEMENT

This Option Agreement is entered into between Aris Mining Corporation (the “Company”) and the Optionee named below pursuant to the Company’s Amended and Restated Incentive Stock Option Plan dated May 7, 2026 which may be amended from time to time (the “Plan”).

The Company hereby grants to the Optionee, the stock options to purchase common shares in the capital of the Company set out below (“Options”) and having the following terms:

1.     Grant Date:

2.     Optionee:

3.     Optionee’s Position
with/relationship to the
Company or related
entity:

4.     Number of Options:

5.     Exercise Price:

6.     Expiry Date:

7.     Vesting:

This grant of Options is governed in all respects by the terms of the Plan and the provisions of the Plan are hereby incorporated by reference. Capitalized terms used and not otherwise defined in this Option Agreement shall have the meanings set forth in the Plan. The Plan is available under the Company’s SEDAR profile at www.sedar.com or upon request from the Company’s Corporate Secretary.

[OPTION - Insert if Optionee is a U.S. Participant and U.S. Employee as defined in Section 12 of the Plan and ISOs are being granted] [Unless this grant notice specifies otherwise, Options that meet the requirements of Code Section 422 and applicable regulations will be Incentive Stock Options (“ISOs”). U.S. Participants should refer to Section 12 of the Plan for provisions relating to ISOs. In addition, U.S. Participants should consult with their personal tax advisor with regard to the tax consequences relating to the exercise of an ISO and the subsequent sale of Shares, including the holding period requirement with respect to Shares received upon exercise of an ISO in order to retain favourable ISO tax treatment, and the possible alternative minimum tax implications as a result of exercise of an ISO (the latter will depend on the individual tax situation of the Optionee). OR

Insert if Optionee is a U.S. Participant and Nonqualified Stock Option is being granted: These Options are Nonqualified Stock Options.]

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DATED

ARIS MINING CORPORATION

Per:
Authorized Signatory

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Acknowledgement:

I confirm my acceptance of this grant of Options under the terms and conditions described above and under the Plan and confirm and acknowledge that I have not been induced to sign this Option Agreement or acquire any Options by expectation of employment or continued employment with the Company or an affiliate.

I acknowledge and agree further that if the Company or an affiliate determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is required under applicable law in respect of any exercise of the Options, such exercise is not effective unless such withholding has been effected to the satisfaction of the Company. In such circumstances, the Company may require that the undersigned pay to the Company, in addition to and in the same manner as the Exercise Price for the Common Shares, such amount as the Company is obliged to remit to the relevant taxing authority in respect of the exercise of the Option. Any such additional payment is due no later than the date as of which any amount with respect to the Option exercised first becomes includable in the gross income of the Optionee for tax purposes. Under no circumstances shall the Company or an affiliate be responsible for the payment of any tax, social security contributions or any other withholding liabilities on behalf of the undersigned.

Accepted this _____ day of____________________         , _____.

Name:

Source: View Original Filing on SEC EDGAR

FAQ

What did Aris Mining (ARIS) disclose in this Form 6-K filing?

Aris Mining disclosed amended and restated equity compensation plans, including updated Restricted Share Unit, Performance Share Unit, and Incentive Stock Option plans. These documents outline how share-based awards are granted, vested, exercised, and settled for eligible officers, employees, and consultants.

How do Aris Mining’s updated stock options generally work under the new plan?

The Amended and Restated Incentive Stock Option Plan lets eligible participants receive options to buy common shares at a set exercise price for up to five years. Vesting schedules, performance conditions, and post-termination exercise periods are determined by the board under detailed plan rules.

What limits on option grants are described in Aris Mining’s option plan?

The plan states that no option grant may entitle any one optionee to purchase more than 3% of issued and outstanding shares on the grant date. It also describes broader rolling limits on shares reserved under security based compensation arrangements and specific caps for U.S. Incentive Stock Options.

How are RSUs and PSUs settled under Aris Mining’s updated plans?

For both RSUs and PSUs, the compensation committee may choose the settlement form in its discretion, including on the settlement date. Vested units can be settled in cash or in shares issued from treasury, with detailed provisions for tax withholding and mandatory sale methods for certain U.S. participants.

What happens to Aris Mining equity awards on termination or death of a participant?

The plans provide specific rules if employment or engagement ends. Vested options may typically be exercised for a limited period after termination, while unvested options are cancelled. On death, an estate may exercise vested options within a defined period, subject to the original option expiry date.

How do corporate events like a change of control affect Aris Mining options?

The option plan defines change of control scenarios, including acquisitions of 50% or more of voting rights or major asset transfers. In take-over bids or business combinations, the board may accelerate vesting or adjust options so holders receive the securities, property, or cash they would have received as shareholders.

Filing Exhibits & Attachments

3 documents

Aris Mining (TSX: ARIS) renews RSU, PSU and stock option plans

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FAQ

What did Aris Mining (ARIS) disclose in this Form 6-K filing?

How do Aris Mining’s updated stock options generally work under the new plan?

What limits on option grants are described in Aris Mining’s option plan?

How are RSUs and PSUs settled under Aris Mining’s updated plans?

What happens to Aris Mining equity awards on termination or death of a participant?

How do corporate events like a change of control affect Aris Mining options?

Filing Exhibits & Attachments

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