Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2024 Equity and Incentive Plan

On November 19, 2024, Integrated Ventures, Inc. (the "Company") approved the 2024 Equity and Incentive Plan ("2024 Plan"). The 2024 Plan authorized 1,000,000 shares of Common Stock to be issued pursuant to awards. The approval of the plan will allow the Company to provide equity awards as part of the Company's compensation program, an important tool for motivating, attracting and retaining talented employees and for creating stockholder value. The 2024 Plan will allow the Company to significantly increase the cash component of employee compensation to attract and retain key employees. The Company believes that long-term incentive compensation programs align the interests of management, employees and stockholders to create long-term stockholder value. Equity plans such as the 2024 Plan increase the Company's ability to achieve this objective, and, by allowing for several different forms of long-term incentive awards, helps the Company to recruit, reward, motive, and retain talented personnel, and that the approval of the 2024 Plan is essential to its continued success, and in particular, the ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor marks in which the Company will compete. Such awards are also crucial to the Company's ability to motivate employees to achieve its goals.

The Plan will be administered by the Company's Chief Executive Officer, with such 1,000,000 shares of the Company's common stock reserved for the grant of stock options, both incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. Unless the administrator provides otherwise, the 2024 Plan generally does not allow for the transfer or disposal of awards and only the recipient of an award may exercise an award during his or her lifetime. Any unauthorized transfer will be void.

The preceding description of the 2024 Equity and Incentive Plan is provided for summary purposes only and are qualified in their entirety by reference to such agreement, a copy of which is filed here as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.