Metallis Announces Adoption of Amended & Restated 2024 Security Based Compensation Plan

METALLIS ANNOUNCES ADOPTION OF

AMENDED & RESTATED 2024 SECURITY

BASED COMPENSATION PLAN

VANCOUVER, BC

,

Dec. 3, 2025

/CNW/ -

Metallis Resources Inc.

(TSXV: MTS) (OTCQB:

MTLFF)

("Metallis"

or, the

"Company")

announces that, at its annual and special meeting of

shareholders held on

November 21, 2024

, disinterested shareholders approved the Company's

Amended and Restated 2024 Security-Based Compensation Plan (the "

2024 Plan

"). The 2024 Plan

replaces and supersedes the Company's Amended and Restated 2023 Stock Option Plan (the

"

2023 Plan

").

The 2024 Plan was presented to shareholders for their annual approval at the Company's most

recent annual and special meeting held on

November 13, 2025

, where it received shareholder

approval.

The 2023 Plan was a 10% rolling stock option plan that reserved for issuance up to 10% of Metallis'

issued and outstanding common shares from time to time.

The newly adopted 2024 Plan introduces a broader, dual-component structure consisting of the

following:

(a)

a rolling stock option component reserving for issuance up to 10% of

the Company's issued and outstanding common shares as at the date

of any stock option grant; and

(b)

a fixed restricted share unit ("RSU") component reserving 1,500,000

RSUs in aggregate.

Summary of Key Features of the 2024 Plan:

Stock Options:

Under the option component of the 2024 Plan, directors, officers, employees, consultants and

eligible investor-relations personnel may receive stock options, all administered by the Board based

on Compensation Committee recommendations. The option pool represents up to 10% of Metallis'

issued and outstanding shares. Options may be granted for terms of up to 10 years at an exercise

price not less than the market price at the time of grant, and are subject to vesting conditions set by

the Board. Options are non-transferable, subject to standard termination provisions, and any insider

and investor-relations grants remain within the customary sub-limits.

Restricted Share Units (RSUs):

The RSU component provides for a fixed pool of up to

1,500,000 RSUs

, each subject to a minimum

one-year vesting period. Once vested, RSUs may be settled in shares, cash, or a combination

thereof, based on fair market value at the time of settlement.

RSU grants are subject to standard insider and consultant limits, termination provisions and non-

transferability, and any unvested RSUs are generally forfeited on termination unless otherwise

determined by the Company. The RSU component is subject to disinterested shareholder approval.

About Metallis

Metallis Resources Inc. is a

Vancouver

-based company focused on the exploration for gold, copper

and silver on its flagship 100%-owned Kirkham Property in

Canada

, situated in northwest

British

Columbia's

Golden Triangle, and on the Greyhound Property, a gold/silver/antimony target in

Idaho,

USA

.

Metallis trades under the symbols MTS on the TSX Venture Exchange, MTLFF on the OTCQB

Exchange, and 0CVM on the Frankfurt Stock Exchange, and has 85,580,003 common shares

outstanding.

On behalf of the Board of Directors:

/s/ "Fiore Aliperti"

Chief Executive Officer, President, and Director

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Press Release may contain statements which constitute 'forward-looking' statements, including

statements regarding the plans, intentions, beliefs and current expectations of the Company, its

directors, or its officers with respect to the future business activities and operating performance of

the Company. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe",

"estimate", "expect" and similar expressions, as they relate to the Company, or its management, are

intended to identify such forward-looking statements. Investors are cautioned that any such forward-

looking statements are not guarantees of future business activities or performance and involve risks

and uncertainties, and that the Company's future business activities may differ materially from those

in the forward-looking statements because of numerous factors. Such risks, uncertainties and

factors are described in the periodic filings with the Canadian securities' regulatory authorities,

including quarterly and annual Management's Discussion and Analysis, which may be viewed on

SEDAR at

www.sedarplus.ca

. Should one or more of these risks or uncertainties materialize, or

should assumptions underlying the forward-looking statements prove incorrect, actual results may

vary materially from those described herein as intended, planned, anticipated, believed, estimated,

or expected.

Although the Company has attempted to identify important risks, uncertainties and factors which

could cause actual results to differ materially, there may be others that cause results not to be as

intended, planned, anticipated, believed, estimated, or expected. The Company does not intend, and

does not assume any obligation, to update these forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

release. The TSX-V Stock Exchange has neither approved nor disapproved the contents of this

news release.

SOURCE

Metallis Resources Inc.

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For further information:

For further information: Tel: 604-688-5077, Email:

[email protected], Web: www.metallisresources.com

CO: Metallis Resources Inc.

CNW 11:21e 03-DEC-25