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Argenta Silver Corp. Remuneration Information 2023

May 18, 2023

44540_rns_2023-05-18_fc678aff-12ea-48dd-a9c0-58a0dd920238.pdf

Remuneration Information

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BUTTE ENERGY INC.

(the "Corporation")

FORM 51-102F6V STATEMENT OF EXECUTIVE COMPENSATION

(for the year ended December 31, 2022)

Definitions for the purpose of this Statement of Executive Compensation:

" Chief Executive Officer " or " CEO " of the Corporation means an individual who served as chief executive officer of the Corporation or performed functions similar to a chief executive officer for any part of the fiscal period ended December 31, 2022.

" Chief Financial Officer " or " CFO " of the Corporation means an individual who served as chief financial officer of the Corporation or performed functions similar to a chief financial officer for any part of the fiscal period ended December 31, 2022.

" company " includes other types of business organizations such as partnerships, trusts and other unincorporated business entities.

" compensation securities " includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Corporation or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

" external management company " includes a subsidiary, affiliate or associate of the external management company.

" Named Executive Officers " or " NEOs " means each of the following individuals:

  • (a) each CEO;

  • (b) each CFO;

  • (c) the most highly compensated executive officer, other than the CEO and CFO, at the end of the fiscal period ended December 31, 2022 whose total compensation was more than $150,000 for that fiscal period; and

  • (d) each individual who would be a NEO under (c) above, but for the fact that the individual was not an executive officer of the Corporation, nor acting in a similar capacity, at the end of the fiscal period ended December 31, 2022.

" plan " includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons.

" underlying securities " means any securities issuable on conversion, exchange or exercise of compensation securities.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

The following information is presented in accordance with Form 51-102F6V: Statement of Executive Compensation – Venture Issuers, and provides details of all compensation for each of the directors and named executive officers of the Corporation for the fiscal year ended December 31, 2022.

During the fiscal period ended December 31, 2022, the Corporation had three (3) Named Executive Officers, namely Geir Liland (CEO), Kia Russell (CFO and Corporate Secretary) and Lindsey Le Ho (former CFO and Corporate Secretary). There were three individuals who served as a director of the Corporation for all or part of the fiscal year, one of which was also a Named Executive Officer of the Corporation, Geir Liland.

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Oversight and Description of Director and Executive Officer Compensation

Compensation Objectives and Principles

The compensation of the Corporation's NEOs and directors has been established with a view of attracting and retaining executives critical to the Corporation's short and long-term success and to continue providing executives with compensation that is in accordance with existing market standards. Compensation provided to the Corporation’s NEOs and directors is determined and reviewed by the Corporation’s board of directors (the " Board of Directors " or " Board ").

Compensation Elements

Compensation of the Corporation's NEOs and directors may be comprised of a base salary (or director fees) and the granting of options to purchase common shares under the Corporation's stock option plan (as more particularly described below under the heading Stock Option Plans and Other Incentive Plans .) Through its executive compensation practices, the Corporation seeks to provide value to its shareholders by employing a strong executive leadership team. Specifically, the Corporation's executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve the Corporation's strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to the Corporation's success, and align the interests of the Corporation's executives and shareholders by motivating executives to increase shareholder value.

a) Base Salary

The Corporation believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Corporation also believes that attractive base salaries can motivate and reward executives for their overall performance.

The Corporation did not pay any base salary or fees to its executives or directors in the fiscal period ended December 31, 2022. Going forward the Corporation may determine that payment of a base salary is appropriate for its executives and may enter into management or employment agreements providing for payment of a base salary or other compensation.

b) Stock Options

The Corporation grants stock options to NEOs and directors from time to time to help enable the Corporation to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Corporation’s Shareholders. In determining option grants, the Board together with management takes into consideration factors that include the amount and exercise price of previous option grants, the individual's experience, level of expertise and responsibilities, and the contributions of each individual towards the completion of corporate transactions in any given fiscal year.

The Corporation granted stock options to its executives and directors in the fiscal period ended December 31, 2022.

Director and Named Executive Officer Compensation – Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation to each NEO and director, in any capacity, for all or portion of the fiscal periods ended December 31, 2022 and December 31, 2021.

Director and Named Executive Officer Compensation – Excluding Compensation SecuritiesThe following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directlyor indirectly, by the Corporation to each NEO and director, in any capacity, for all or portion of the fiscal periods endedDecember 31, 2022 and December 31, 2021. Director and Named Executive Officer Compensation – Excluding Compensation SecuritiesThe following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directlyor indirectly, by the Corporation to each NEO and director, in any capacity, for all or portion of the fiscal periods endedDecember 31, 2022 and December 31, 2021. Director and Named Executive Officer Compensation – Excluding Compensation SecuritiesThe following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directlyor indirectly, by the Corporation to each NEO and director, in any capacity, for all or portion of the fiscal periods endedDecember 31, 2022 and December 31, 2021. Director and Named Executive Officer Compensation – Excluding Compensation SecuritiesThe following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directlyor indirectly, by the Corporation to each NEO and director, in any capacity, for all or portion of the fiscal periods endedDecember 31, 2022 and December 31, 2021. Director and Named Executive Officer Compensation – Excluding Compensation SecuritiesThe following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directlyor indirectly, by the Corporation to each NEO and director, in any capacity, for all or portion of the fiscal periods endedDecember 31, 2022 and December 31, 2021. Director and Named Executive Officer Compensation – Excluding Compensation SecuritiesThe following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directlyor indirectly, by the Corporation to each NEO and director, in any capacity, for all or portion of the fiscal periods endedDecember 31, 2022 and December 31, 2021. Director and Named Executive Officer Compensation – Excluding Compensation SecuritiesThe following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directlyor indirectly, by the Corporation to each NEO and director, in any capacity, for all or portion of the fiscal periods endedDecember 31, 2022 and December 31, 2021. Director and Named Executive Officer Compensation – Excluding Compensation SecuritiesThe following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directlyor indirectly, by the Corporation to each NEO and director, in any capacity, for all or portion of the fiscal periods endedDecember 31, 2022 and December 31, 2021.
Table of Compensation Excluding Compensation Securities
Name and Position YearEndedDecember31 Salary,consultingfee,retainer orcommission($) Bonus($) Committeeor meetingfees($) Value ofperquisites($) Value of allothercompensation($) Totalcompensation($)
Geir Liland(1)CEO and a Director 20222021 NilNil NilNil NilNil NilNil NilNil NilNil
Kia Russell(2)CFO and CorporateSecretary 20222021 Nil (3)N/A NilN/A NilN/A NilN/A NilN/A Nil (3)N/A
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Table of Compensation Excluding Compensation Securities

Table of Compensation Excluding Compensation Securities Table of Compensation Excluding Compensation Securities Table of Compensation Excluding Compensation Securities Table of Compensation Excluding Compensation Securities Table of Compensation Excluding Compensation Securities Table of Compensation Excluding Compensation Securities Table of Compensation Excluding Compensation Securities Table of Compensation Excluding Compensation Securities
Name and Position YearEndedDecember31 Salary,consultingfee,retainer orcommission($) Bonus($) Committeeor meetingfees($) Value ofperquisites($) Value of allothercompensation($) Totalcompensation($)
Lindsey Le Ho(4)Former CFO andCorporate Secretary 20222021 Nil**(3)**Nil NilNil NilNil NilNil NilNil Nil**(3)**Nil
Joanna Vastardis(5)Former CFO andCorporate Secretary 20222021 N/ANil**(3)** N/ANil N/ANil N/ANil N/ANil N/ANil**(3)**
D. Jeffrey Harder(6)Director 20222021 NilNil NilNil NilNil NilNil NilNil NilNil
Travis Musgrave(7)Director 20222021 NilNil NilNil NilNil NilNil NilNil NilNil

Notes:

  • (1) Geir Liland has served as Chief Executive Officer and director since October 8, 2020.

  • (2) Kia Russell has served as Chief Financial Officer and Corporate Secretary of the Corporation since May 24, 2022.

  • (3) The Company paid to Fiore Management & Advisory Corp. (“FMAC”) a corporate administration consulting fee of $120,000 and $115,000 for the years ended December 31, 2022 and December 31, 2021 respectively. Kia Russell is an employee of FMAC. Lindsey Le Ho and Joanna Vastardis were previous employees of FMAC.

  • (4) Lindsey Le Ho served as the Chief Financial Officer and Corporate Secretary of the Corporation from August 6, 2021 to May 24, 2022.

  • (5) Joanna Vastardis served as the Chief Financial Officer of the Corporation from October 8, 2020 to August 6, 2021.

  • (6) D. Jeffrey Harder has served as a director of the Corporation since October 8, 2020.

  • (7) Travis Musgrave has served as a director of the Corporation since October 8, 2020.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each NEO and director by the Corporation during the fiscal year ended December 31, 2022 for services provided or to be provided, directly or indirectly, to the Corporation.

Stock Options and Other Compensation SecuritiesThe following table sets out all compensation securities granted or issued to each NEO and director by the Corporationduring the fiscal year ended December 31, 2022 for services provided or to be provided, directly or indirectly, to theCorporation. Stock Options and Other Compensation SecuritiesThe following table sets out all compensation securities granted or issued to each NEO and director by the Corporationduring the fiscal year ended December 31, 2022 for services provided or to be provided, directly or indirectly, to theCorporation. Stock Options and Other Compensation SecuritiesThe following table sets out all compensation securities granted or issued to each NEO and director by the Corporationduring the fiscal year ended December 31, 2022 for services provided or to be provided, directly or indirectly, to theCorporation. Stock Options and Other Compensation SecuritiesThe following table sets out all compensation securities granted or issued to each NEO and director by the Corporationduring the fiscal year ended December 31, 2022 for services provided or to be provided, directly or indirectly, to theCorporation. Stock Options and Other Compensation SecuritiesThe following table sets out all compensation securities granted or issued to each NEO and director by the Corporationduring the fiscal year ended December 31, 2022 for services provided or to be provided, directly or indirectly, to theCorporation. Stock Options and Other Compensation SecuritiesThe following table sets out all compensation securities granted or issued to each NEO and director by the Corporationduring the fiscal year ended December 31, 2022 for services provided or to be provided, directly or indirectly, to theCorporation. Stock Options and Other Compensation SecuritiesThe following table sets out all compensation securities granted or issued to each NEO and director by the Corporationduring the fiscal year ended December 31, 2022 for services provided or to be provided, directly or indirectly, to theCorporation. Stock Options and Other Compensation SecuritiesThe following table sets out all compensation securities granted or issued to each NEO and director by the Corporationduring the fiscal year ended December 31, 2022 for services provided or to be provided, directly or indirectly, to theCorporation.
Compensation Securities
Name and Position Type ofcompensationsecurity Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass (1) Date of issueor grant Issue,conversionor exerciseprice($)(1) Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($) (1) Closingprice ofsecurity orunderlyingsecurity atyear end($)(1) Expiry date
Geir Liland(2)CEO and a Director Stock Options 50,000 July 13, 2022 $0.35 $0.35 $0.30 July 13, 2032
Kia Russell(3)CFO and CorporateSecretary Stock Options 100,000 July 13, 2022 $0.35 $0.35 $0.30 July 13, 2032
Lindsey Le Ho(4)CFO and CorporateSecretary Stock Options Nil N/A N/A N/A N/A N/A
Joanna Vastardis(5)Former CFO andCorporate Secretary Stock Options Nil N/A N/A N/A N/A N/A
D. Jeffrey Harder(6)Director Stock Options 50,000 July 13, 2022 $0.35 $0.35 $0.30 July 13, 2032
Travis Musgrave(7)Director Stock Options 50,000 July 13, 2022 $0.35 $0.35 $0.30 July 13, 2032
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Notes:

  • (1) On March 9, 2023, the Company consolidated its outstanding share capital on the basis of five (5) pre-consolidated shares for one (1) post-consolidation share. The stock options, exercise price and the closing prices in the table above are all calculated on a post-consolidation basis.

  • (2) As at December 31, 2022, Geir Liland held a total of 150,000 stock options to acquire 150,000 common shares. The stock options held by Mr. Liland represent 7.69% of the outstanding stock options of the Corporation. 50,000 stock options were granted in the fiscal year ended December 31, 2022 and 100,000 were granted in the fiscal year ended December 31, 2020.

  • (3) As at December 31, 2022, Kia Russell held a total of 100,000 stock options to acquire 100,000 common shares. The stock options held by Ms. Russell represent 5.13% of the outstanding stock options of the Corporation and were granted in the fiscal year ended December 31, 2022.

  • (4) As at December 31, 2022, Lindsey Le Ho held no stock options.

  • (5) As at December 31, 2022, Joanna Vastardis held no stock options. The stock options held by Ms. Vastardis represented 5.13% of the outstanding stock options of the Corporation and were granted in the fiscal year ended December 31, 2020. Ms. Vastardis served as the CFO, Corporate Secretary of the Corporation effective October 8, 2020 and resigned on August 6, 2021. Ms. Vastardis options were amended to expire one year from the date of her resignation on August 26, 2022.

  • (6) As at December 31, 2022, D. Jeffrey Harder held a total of 150,000 stock options to acquire 150,000 common shares. The stock options held by Mr. Harder represent 7.69% of the outstanding stock options of the Corporation. 50,000 stock options were granted in the fiscal year ended December 31, 2022 and 100,000 were granted in the fiscal year ended December 31, 2020.

  • (7) As at December 31, 2022, Travis Musgrave held a total of 150,000 stock options to acquire 150,000 common shares. The stock options held by Mr. Musgrave represent 7.69% of the outstanding stock options of the Corporation. 50,000 stock options were granted in the fiscal year ended December 31, 2022 and 100,000 were granted in the fiscal year ended December 31, 2020.

Exercise of Compensation Securities

No options were exercised by a NEO or director during the fiscal year ended December 31, 2022.

Stock Option Plans and Other Incentive Plans

The Corporation has in effect a stock option plan (the " Stock Option Plan ") in order to provide effective incentives to directors, officers, and senior management personnel and consultants of the Corporation and to enable the Corporation to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Corporation’s Shareholders.

On November 24, 2021, the Exchange adopted a new policy, Policy 4.4 Security Based Compensation (the “ New Policy 4.4 ”) governing security-based compensation. The changes to the policy relate to, among other things, the expansion of the policy to cover a number of types of security based compensation in addition to stock options.

The Corporation’s 10% Rolling Stock Option Plan which was approved at the Corporation’s annual general and meeting held on November 30, 2022, as amended in accordance with the New Policy 4.4 (the “ Amended Stock Option Plan ”).

A summary of the Amended Stock Option Plan are as follows:

  • (a) the Amended Stock Option Plan reserves, for issuance pursuant to the exercise of stock options, Common Shares of the Corporation equal to up to a maximum of 10% of the issued Common Shares of the Corporation at the time of any stock option grant;

  • (b) under the New Policy, an optionee must either be an Eligible Charitable Organization or a Director, Officer, Employee, Consultant or Management Corporation Employee of the Corporation at the time the option is granted in order to be eligible for the grant of a stock option to the optionee;

  • (c) the aggregate number of options granted to any one Person (and companies wholly owned by that Person) in a 12 month period under this Amended Stock Option Plan and any other Security Based Compensation must not exceed 5% of the issued Common Shares of the Corporation calculated on the date an option is granted to the Person (unless the Corporation has obtained the requisite Disinterested Shareholder Approval);

  • (d) the aggregate number of options granted to any one Consultant in a 12 month period under this Amended Stock Option Plan and any other Security Based Compensation must not exceed 2% of the issued Common Shares of the Corporation, calculated at the date an option is granted to the Consultant;

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  • (e) the aggregate number of options granted to all Investor Relations Service Providers must not exceed 2% of the issued shares of the Corporation in any 12 month period, calculated at the date an option is granted to any such Person;

  • (f) if the Common Shares are listed for trading on the Exchange, then, notwithstanding anything in the Amended Stock Option Plan to the contrary, the aggregate number of Common Shares that may be issued to Insiders (as a group) pursuant to Options granted under the Amended Stock Option Plan and under any other Security Based Compensation, must not exceed 10% of the outstanding Shares at any point in time, unless the Corporation has obtained the requisite Disinterested Shareholder Approval;

  • (g) if the Common Shares are listed for trading on the Exchange then, notwithstanding anything in the Amended Stock Option Plan to the contrary, the aggregate number of Common Shares that may be issued to Insiders (as a group) pursuant to Options granted under the plan and under any other Security Based Compensation in any 12 month period shall not exceed 10% of the outstanding Shares at the time of the grant, unless the Corporation has obtained the requisite Disinterested Shareholder Approval;

  • (h) options issued to Investor Relations Service Providers must vest in stages over a period of not less than 12 months with no more than 1/4 of the options vesting in any 3 month period;

  • (i) the minimum exercise price per Common Share of a stock option must not be less than the Market Price of the Common Shares of the Corporation;

  • (j) options can be exercisable for a maximum of 10 years from the date of grant (subject to extension where the expiry date falls within a "blackout period" (see (o) below);

  • (k) stock options (other than options held by Investor Relations Service Providers) will cease to be exercisable 90 days after the optionee ceases to be a Director (which term includes a senior officer), Employee, Consultant, Eligible Charitable Organization or Management Corporation Employee otherwise than by death, or for a "reasonable period" not exceeding 12 months after the optionee ceases to serve in such capacity, as determined by the Board. Stock options granted to Investor Relations Service Providers will cease to be exercisable 30 days after the optionee ceases to serve in such capacity otherwise than by death, or for a "reasonable period" after the optionee ceases to serve in such capacity, as determined by the Board;

  • (l) all options are non-assignable and non-transferable;

  • (m) Disinterested Shareholder Approval will be obtained for any reduction in the exercise price of a stock option, or the extension of the term of a stock option, if the optionee is an Insider of the Corporation at the time of the proposed amendment;

  • (n) the Amended Stock Option Plan contains provisions for adjustment in the number of Common Shares or other property issuable on exercise of a stock option, subject to prior acceptance of the TSX Venture Exchange, in the event of an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization, other than in connection with a share consolidation or split;

  • (o) upon the occurrence of an Accelerated Vesting Event (as defined in the Amended Stock Option Plan), the Board will have the power, at its sole discretion and subject to the prior acceptance of the Exchange, to make such changes to the terms of stock options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of stock options, conditionally or unconditionally; (b) terminating every stock option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the stock options are proposed to be granted to or exchanged with the holders of stock options, which replacement options treat the holders of stock options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of Common Shares under such transaction; (c) otherwise modifying the terms of any stock option to assist the holder to tender into any take-over bid or other transaction constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any stock option to the extent it has not been exercised prior to successful completion of the Accelerated Vesting Event. The determination of the Board in respect of any such Accelerated Vesting Event shall for the purposes of the Stock Option Plan be final, conclusive and binding;

  • (p) in connection with the exercise of an option, as a condition to such exercise the Corporation shall require the optionee to pay to the Corporation an amount as necessary so as to ensure that the Corporation is in compliance

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with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such option; and

  • (q) a stock option will be automatically extended past its expiry date if such expiry date falls within a blackout period during which the Corporation prohibits optionees from exercising their options, subject to the following requirements: (a) the blackout period must (i) be formally imposed by the Corporation pursuant to its internal trading policies; and (ii) must expire following the general disclosure of undisclosed Material Information; (b) the automatic extension of an optionee's stock option will not be permitted where the optionee or the Corporation is subject to a cease trade order (or similar order under Securities Laws) in respect of the Corporation's securities; and (d) the automatic extension is available to all Eligible Persons under the same terms and conditions.

"Consultant", "Director", "Disinterested Shareholder Approval", "Eligible Charitable Organization", "Employee", "Investor Relations Activities", “Investor Relations Service Provider”, "Management Corporation Employee", "Market Price", "Material Information", "Person", "Securities Laws" and “Security Based Compensation” all have the same definition as in the policies of the Exchange.

Pursuant to the Board's authority to govern the implementation and administration of the Amended Stock Option Plan, all previously granted and outstanding stock options shall be governed by the provisions of the Amended Stock Option Plan.

Employment, Consulting and Management Agreements

Management functions of the Corporation are performed by the directors and senior officers of the Corporation and were not to any substantial degree performed by any other person or corporation during the financial years ended December 31, 2022 and December 31, 2021.

During the fiscal period ended December 31, 2022, there are no contracts, agreements, plans or arrangements that provide for payments or salary to any NEO or director or which includes any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in a NEO’s or director’s responsibilities.

Pension Plan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Corporation and none are proposed at this time.