Talisker Announces Amendment to Equity Incentive Plan and Adoption of Clawback Policy

Executive Summary

• Talisker Resources is seeking shareholder approval to amend its Equity Incentive Plan, reducing the maximum share issuance limit from 10% to 8.5% of outstanding shares and capping insider participation at the same threshold.
• The Board has approved the adoption of an Incentive Compensation Clawback Policy, effective June 1, 2026, establishing a framework for the recovery or forfeiture of incentive-based compensation under specific adverse circumstances.
• Both governance updates will be presented for shareholder approval at the Company’s Annual Meeting of Shareholders scheduled for June 18, 2026.

Key Details

• Equity Incentive Plan Amendment: Maximum number of shares issuable under the Plan reduced from 10% to 8.5% of the Company’s issued and outstanding shares.
• Insider Participation Cap: Limits on shares issuable to insiders reduced to 8.5% of issued and outstanding shares for any time or within any one-year period across all security-based compensation arrangements.
• Plan Effective Date: Amendments are effective as of June 12, 2026, updating disclosure on pages 8 and 9 of the management information circular dated May 20, 2026.
• Clawback Policy Adoption: Approved by the Board of Directors, effective June 1, 2026.
• Clawback Policy Triggers: Framework applies to incentive-based compensation granted, vested, earned, paid, or settled on or after the effective date, specifically in cases of material financial restatements, fraud, gross negligence, willful misconduct, or material breaches of law or Company policy.
• Shareholder Approval: Required at the upcoming Annual Meeting of Shareholders on June 18, 2026.
• Policy Disclosure: A copy of the Clawback Policy will be made available on the Company’s website.