OPUS Announces Strategic JV Agreement and Planned Issuance of New Shares

Opus Magnum Ameris, Inc. ("OPUS" or the "Company"), trading on the OTCID Basic Market under the symbol OPUS, announces that its wholly owned PRC subsidiary, Zhongjun Times Holding Group Co., Ltd. ("Zhongjun"), has entered into a Joint Venture Agreement ("JV Agreement") on November 22, 2025, with Hubei Munanchun Cosmetics Co., Ltd. ("Munanchun") and Guangdong Caole Intellectual Property Transaction Service Co., Ltd. ("Caole").

Under the JV Agreement, the parties will establish a new joint venture company in the PRC. Munanchun will contribute papaya enzyme concentrate products, with a target contribution value of RMB 100,000,000, subject to a final independent third-party appraisal. Zhongjun will contribute newly issued OPUS common shares with a value equal to Munanchun's final contribution value. The number of OPUS shares to be issued will be based on a contractually agreed valuation of OPUS of RMB 500,000,000 (USD 70,605,512.88), using the USD/CNY central parity exchange rate of 1 USD = 7.0816 RMB published by the People's Bank of China on the signing date. The OPUS valuation used in the transaction is a contractually agreed valuation between the parties and does not reflect, imply, or represent a market valuation of OPUS securities and should not be relied upon by investors as an indication of the Company’s trading value or fair market value.

Based on this valuation, the issue price per new OPUS share is RMB 2.45. Assuming the full RMB 100,000,000 contribution, approximately 40,816,327 new OPUS common shares will be issued. The final number of OPUS shares to be issued will adjust automatically to match the RMB value determined by the independent appraisal. The Company confirms it has sufficient authorized capital for this issuance, which will be completed in accordance with applicable Florida corporate law and OTC Markets disclosure standards. No amendment to the Company’s Articles of Incorporation is required for this issuance.

Pursuant to the JV Agreement, Caole will receive 5% of the JV's equity in exchange for consulting and brokerage services provided in connection with the transaction.

Upon completion of the contributions, Zhongjun will hold a majority of the JV's equity, and OPUS expects to consolidate the JV under U.S. GAAP.

The JV Agreement further includes a provision that if OPUS does not complete a listing on a NASDAQ main market by the end of Q1 2028, Zhongjun is obligated to repurchase the OPUS shares received by Munanchun in the transaction. The total repurchase price will be equal to the final, appraised value of Munanchun's enzyme asset contribution. The repurchase obligation rests solely with Zhongjun, not OPUS.

Any and all product liability relating to the papaya enzyme concentrate contributed to the JV shall be borne by Munanchun.

This transaction represents a significant strategic step in OPUS's development. The Company will provide further updates as the independent valuation is completed and as the share issuance progresses.