CONSOLIDATIO COMMING 25 FOR ONE....................................................................................................................................................
Philosophy and Objectives
The Company?s compensation policies and programs are designed to be competitive with similar mining
exploration companies and to recognize and reward executive performance consistent with the success of
the Company?s business. The compensation program for the senior management of the Company is
designed to ensure that the level and form of compensation achieves certain objectives, including (a)
attracting and retaining talented, qualified and effective executives, (b) motivating the short and long-term
performance of these executives; and (c) better aligning their interests with those of the Company?s
shareholders.
In compensating its senior management, the Company has encouraged equity participation and in
furtherance thereof employs its stock option plan.
Equity Participation
The Company believes that encouraging its executives and employees to become shareholders is the best
way of aligning their interests with those of its shareholders. Equity participation has been accomplished
through the issuance of founder?s shares and the Company?s stock option plan. Stock options are granted
to executives and employees taking into account a number of factors, including the amount and term of
options previously granted, base consulting fees and bonuses and competitive factors. The amounts and
terms of options granted are determined by the Board.
Given the evolving nature of the Company?s business, the Board continues to review the overall
compensation plan for senior management so as to continue to address the objectives identified above.
The following table summarizes the compensation paid to the directors and NEOs of the Company for the
last two completed financial years:
Name and Principal
Positions
Year(1)
Salary
($)
Share-
based
awards
($)
Option-
based
awards
($)
Non-equity incentive
plan compensation
(3)
($)
Pension
value
(3)
($)
All other
compensation
($)
Total
compensation
($)
Annual
incentive
plans
(2)
Long-term
incentive
plans(2)
Nick Kuzyk
(4)
CEO & Director
2022
2021
88,725
N/A
Nil
N/A
28,877
117,602
N/A
Fiona Fitzmaurice
(5)
CFO & Director
2022
2021
85,400
36,160
28,877
Nil
56,000
Nil
170,277
36,160
Anthony Carnevale
(6)
Director
2022
2021
8,885
N/A
6,000
N/A
14,885
N/A
David Grand
(7)
Former CEO & Former
Director
2022
2021
28,250
N/A
28,250
Elise Coppens
(8)
Former CEO & Former
Director
2022
2021
135,600
226,000
22,213
157,813
226,000
Brian O?Neill
(9)
Former Director
2022
2021
Jerry Habuda
Former Director
2022
2021
Joseph Perino
Former Director
2022
2021
Nil
Brandon Boddy
(12)
Former CEO; Former
Chairman; Former
Corporate Secretary; and
Former Director
2022
2021
Nil
Peter Nguyen
Former CFO
2022
2021
42,500
42,500
Notes:
1. For the financial years ended December 31.
2. These amounts include annual non-equity incentive plan compensation, such as bonuses and discretionary amounts for the year end.
3. These amounts include all compensation relating to defined benefit or contribution plans and include all service costs and other
compensatory items.
4. Nick Kuzyk was appointed as a director and Interim CEO of the Company on September 7, 2022 and was subsequently appointed as a
CEO on a permanent basis, effective March 1, 2023.
5. Fiona Fitzmaurice was appointed as CFO of the Company on May 4, 2021 and was appointed as a director of the Company on
October 22, 2021.
6. Anthony Carnevale was appointed as a director of the Company on June 27, 2022.
7. David Grand was appointed as the CEO of the Company on July 1, 2022 and resigned as CEO on September 7, 2022. Mr. Grand was
appointed as a director of the Company on July 12, 2022 and resigned as a director of the Company on September 7, 2022.
8. Elise Coppens was appointed as CEO and director of the Company on March 8, 2021. Ms. Coppens resigned as the CEO on July 1,
2022 and resigned as a director of the Company on July 12, 2022.
9. Brian O?Neill was appointed as director on May 27, 2019 and resigned as a director on July 15, 2022.
10. Jerry Habuda was appointed as director on May 6, 2016 and resigned as a director on June 27, 2022.
11. Joseph Perino was appointed as director on September 23, 2016 and resigned as a director on June 27, 2022.
12. Brandon Boddy was appointed as a director of the Company on April 23, 2016 and appointed as the Company?s CEO and Chairman
on May 20, 2019 and appointed as the Company?s Corporate Secretary on April 24, 2020. Mr. Boddy resigned as the Company?s
CEO, Chairman, Corporate Secretary, and director on March 8, 2021.
13. Peter Nguyen was appointed as CFO of the Company on June 27, 2019. Mr. Nguyen resigned as CFO of the Company on May 4,
2021.
Other than as set forth in the foregoing table, the named executive officers and directors have not received,
during the most recently completed financial year, compensation pursuant to any standard arrangement for
the compensation of directors for their services in their capacity as directors, including any additional
amounts payable for committee participation or special assignments, any other arrangement, in addition to,
or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors, or
any arrangement for the compensation of directors for services as consultants or experts.
Employment, Consulting and Management Agreements
During the year ended December 31, 2022, the Company had the following Employment, Consulting and
Management Agreements in place:
Management Contract with Partum Advisory Services Corp.
The Company entered into a management agreement (the ?Management Contract?) with Partum Advisory
Services Corp. (?Partum?) of Suite 810 ? 789 West Pender Street, Vancouver, British Columbia, V6C 1H2
dated for reference June 1, 2019, and amended on February 1, 2022, to provide certain corporate and
administrative services to the Company. The Management Contract is for an initial term of 12 months, to
be automatically renewed for further 12-month periods, unless either party provides 90 days? notice of non-
renewal, in which case the Management Contract will terminate. The Management Contract can be
terminated by either party on 30 days? written notice. It can also be terminated by the Company for cause
without prior notice or upon the mutual consent in writing of both parties. If there is a take-over or change
of control of the Company resulting in the termination of the Management Contract, Partum is entitled to
receive an amount equal to six (6) months of fees payable as a lump sum payment due on the day after the
termination date. Subsequent to December 31, 2022, the Partum Management Agreement was assigned to
De Novo Group with an effective date of March 1, 2023.
As of December 31, 2022, other than mentioned above, there are no management functions of the Company
which are to any substantial degree performed by a person or company other than the directors or senior
officers of the Company.
- 5 -
Stock Option Plans and Other Incentive Plans
Stock Option Plan
The Company presently has in place a ?rolling? Stock Option Plan (the ?Stock Option Plan?) whereby the
Company is authorized to grant stock options of up to 10% of its issued and outstanding common shares,
from time to time. The Stock Option Plan was previously approved by the shareholders of the Company on
June 27, 2022 and is next required to be approved at the Company's 2023 annual general meeting of
shareholders.
The Board is of the view that the Stock Option Plan provides the Company with the flexibility to attract and
maintain the services of executives, employees and other service providers in compensation with other
companies in the industry. This Stock Option Plan was established to provide incentive to directors, officers
and employees and consultants. As a 10% rolling plan the aggregate number of common shares issuable as
options under the Stock Option Plan may be up to 10% of the Company?s issued and outstanding common
shares on the date on which an option is granted, less common shares reserved for issuance on exercise of
options then outstanding under the Stock Option Plan. Options granted under the Stock Option Plan are not
exercisable for a period longer than 10 years and the exercise price must be paid in full upon exercise of the
option. The purpose of the Stock Option Plan is to advance the interests of the Company by encouraging
equity participation in the Company through the acquisition of common shares of the Company. The Stock
Option Plan is administered by the Board and options are granted at the discretion of the Board to eligible
optionees (an ?Optionee?).
Eligible Optionees
To be eligible to receive a grant of options under the Stock Option Plan, regulatory authorities require an
Optionee to be either a director, officer, employee, consultant or an employee of a company providing
management or other services to the Company or a subsidiary at the time the option is granted.
Options may be granted only to an individual eligible, or to a non-individual that is wholly-owned by
individuals eligible, for an option grant. If the option is granted to a non-individual, it will not permit any
transfer of its securities, nor issue further securities, to any individual or other entity as long as the option
remains in effect.
Restrictions
The Stock Option Plan is subject to the following restrictions:
1. The Company must not grant an option to a director, employee, consultant, or consultant company (the
?Service Provider?) in any 12-month period that exceeds 5% of the outstanding common shares of the
Company, unless the Company has obtained approval by a majority of the Disinterested Shareholders
(defined below) of the Company;
2. The aggregate number of options granted to a Service Provider conducting investor relations activities
in any 12-month period must not exceed 2% of the outstanding shares calculated at the date of the grant,
without prior Regulatory Approval;
3. The Company must not grant an option to a Consultant in any 12-month period that exceeds 2% of the
outstanding shares calculated at the date of the grant of the option;
4. The aggregate number of common shares reserved for issuance under options granted to Insiders
(defined below) must not exceed 10% of the outstanding shares (in the event that the Plan is amended
to reserve for issuance more than 10% of the outstanding shares) unless the Company has obtained
Disinterested Shareholder Approval to do so;
- 6 -
5. The number of optioned shares issued to Insiders in any 12-month period must not exceed 10% of the
outstanding shares (in the event that the Plan is amended to reserve for issuance more than 10% of the
outstanding shares) unless the Company has obtained Disinterested Shareholder Approval to do so;
6. The issuance to any one Optionee within a 12-month period of a number of common shares must not
exceed 5% of outstanding shares unless the Company has obtained Disinterested Shareholder Approval
to do so;
7. The exercise price of an option previously granted to an Insider must not be reduced, unless the
Company has obtained Disinterested Shareholder Approval to do so; and
8. The Company may implement such procedures and conditions as the Board deems appropriate with
respect to withholding and remitting taxes imposed under applicable law, or the funding of related
amounts for which liability may arise under such applicable law.
Material Terms of the Plan
1. persons who are Service Providers to the Company or its affiliates, or who are providing services to the
Company or its affiliates, are eligible to receive grants of options under the Plan;
2. all options granted under the Plan expire on a date not later than 10 years after the issuance of such
options. However, should the expiry date for an option fall within a trading Blackout Period (as defined
in the Plan, generally meaning circumstances where sensitive negotiations or other like information is
not yet public), within 9 business days following the expiration of a Blackout Period;
3. for options granted to Service Providers, the Company must ensure that the proposed Optionee is a
bona fide Service Provider of the Company or its affiliates;
4. an Option granted to (i) directors or officers will expire 90 days and (ii) to all others including, but not
limited to, employees and consultants, will expire 30 days (or such other time, not to exceed one year,
as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee
at any time prior to expiry of the Option) after the date the Optionee ceases to be employed by or provide
services to the Company, and only to the extent that such Option was vested at the date the Optionee
ceased to be so employed by or to provide services to the Company;
5. if an Optionee dies, any vested option held by him or her at the date of death will become exercisable
by the Optionee?s lawful personal representatives, heirs or executors until the earlier of one year after
the date of death of such Optionee and the date of expiration of the term otherwise applicable to such
option;
6. in the case of an Optionee being dismissed from employment or service for cause, such Optionee?s
options, whether or not vested at the date of dismissal, will immediately terminate without right to
exercise same;
7. the exercise price of each option will be set by the Board on the effective date of the option and will
not be less than the Discounted Market Price (as defined in the Plan);
8. vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the Service
Provider remaining employed by or continuing to provide services to the Company or its affiliates, as
well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board
from time to time or receiving a satisfactory performance review by the Company or its affiliates during
the vesting period; or (ii) the Service Provider remaining as a Director of the Company or its affiliates
during the vesting period;
9. in the event of a take-over bid being made to the shareholders generally, immediately upon receipt of
the notice of the take-over bid, the Company shall notify each Optionee currently holding any Options,
- 7 -
of the full particulars of the take-over bid, and all outstanding options may, notwithstanding the vesting
terms contained in the Plan or any vesting requirements subject to Regulatory Approval; and
10. the Board reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the
Plan with respect to all Plan shares in respect of options which have not yet been granted under the
Plan.
The Board has determined that, in order to reasonably protect the rights of participants, as a matter of
administration, it is necessary to clarify when amendments to the Plan may be made by the Board without
further shareholder approval. Accordingly, the Board proposes that the Plan also provide the following:
The Board may, without shareholder approval:
a. amend the Plan to correct typographical, grammatical or clerical errors;
b. change the vesting provisions of an option granted under the Plan, if applicable;
c. change the termination provision of an option granted under the Plan if it does not entail an extension
beyond the original expiry date of such option;
d. make such amendments to the Plan as are necessary or desirable to reflect changes to securities laws
applicable to the Company;
e. make such amendments as may otherwise be permitted by regulatory authorities;
f. if the Company becomes listed or quoted on a stock exchange or stock market senior to the CSE, make
such amendments as may be required by the policies of such senior stock exchange or stock market;
and
g. amend the Plan to reduce the benefits that may be granted to Service Providers.
As of December 31, 2022, there were 709,267 stock options granted and outstanding under the Plan.
Restricted Share Unit Plan (Share-Based Awards)
The Board of Directors have adopted a restricted share unit plan (the ?RSU Plan?) providing for the
issuance of restricted share units (?RSUs?) to directors, officers, employees and consultants (?Eligible
Persons?). The RSU Plan reserves for issuance a maximum of 10% of the issued and outstanding shares
at the time of grant.
The RSU Plan provides for granting of RSU?s for the purposes of advancing the interests of the Company
through motivation, attraction and retention of employees, officers, consultants and directors by granting
equity-based compensation incentives, in addition to the Company?s RSU Plan.
RSUs granted pursuant to the RSU Plan will be used to compensate participants for their individual
performance-based achievements and are intended to supplement stock option awards in this respect, the goal
of such grants is to more closely tie awards to individual performance based on established performance
criteria.
As of December 31, 2022, there were no outstanding option-based awards for each Director or NEO.
Exercise of Compensation Securities by Directors and NEOs
The following table sets out all stock options or other compensation securities exercised by directors and
NEOs by the Company or any subsidiary thereof in the year ended December 31, 2022:
- 8 -
Exercise of Compensation Securities by Directors and NEOs
Name and
position
Type of
compensation
security
Number
of
underlying
securities
exercised
(Common
Shares)
Exercise
price per
security ($)
Date of
exercise
Closing
price per
security
on date
of
exercise
($)
Difference
between
exercise
price and
closing price
on date of
exercise
($)
