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BEACN Wizardry & Magic — Remuneration Information 2026
May 20, 2026
48038_rns_2026-05-20_63d1bed4-f0ea-4df2-bf66-68d564e6a8f7.pdf
Remuneration Information
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BEACN WIZARDRY & MAGIC INC.
Form 51-102F6V
STATEMENT OF EXECUTIVE COMPENSATION
The following disclosure sets forth the compensation paid, awarded, granted, given or otherwise provided to each named executive officer and director for the two most recently completed financial years.
"Named Executive Officer" (or "NEO") means each of the following individuals:
(a) the CEO;
(b) the CFO;
(c) the most highly compensated executive officer of the Company, including any of its subsidiaries, or the most highly compensated individual acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company and was not acting in a similar capacity.
For the financial year ending December 31, 2025, the Company had the following Named Executive Officers: Kevin Alexander, CEO, Craig Fraser, Former CEO and Daniel Davies, Former Interim Chief Financial Officer and Derek Sobel, Chief Financial Officer.
Director and NEO Compensation, Excluding Compensation Securities
The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to each NEO and director of the Company, current or former, for the completed financial years ended December 31, 2025 and 2024:
| Name and Position | Year | Salary, Consulting Fee, Retainer or Commission | Bonus | Committee or Meeting Fees | Value of Prerequisites | Value of All Other Compensation | Total Compensation |
|---|---|---|---|---|---|---|---|
| Kevin Alexander(1) | |||||||
| CEO and a Director | 2025 | ||||||
| 2024 | $140,417 | ||||||
| $83,990 | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $140,417 | ||||||
| $83,990 | |||||||
| Daniel Davies(2) | |||||||
| Former President, | |||||||
| Former Chief | |||||||
| Technology Officer, | |||||||
| Interim CFO and a | |||||||
| Director | 2025 | ||||||
| 2024 | $86,579 | ||||||
| $118,000 | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $86,579 | ||||||
| $118,000 |
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| Name and Position | Year | Salary, Consulting Fee, Retainer or Commission | Bonus | Committee or Meeting Fees | Value of Prerequisites | Value of All Other Compensation | Total Compensation |
|---|---|---|---|---|---|---|---|
| Craig Fraser (3) | |||||||
| Former CEO and a Director | 2025 | ||||||
| 2024 | $121,540 | ||||||
| $118,000 | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $121,540 | ||||||
| $118,000 | |||||||
| Scott Christopher | |||||||
| Director | 2025 | ||||||
| 2024 | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | $Nil | ||||||
| $Nil | |||||||
| Charles Huang (4) | |||||||
| Director | 2025 | ||||||
| 2024 | N/A | ||||||
| N/A | N/A | ||||||
| N/A | N/A | ||||||
| N/A | N/A | ||||||
| N/A | N/A | ||||||
| N/A | N/A | ||||||
| N/A | |||||||
| Sarah Weber (5) | |||||||
| Former Director | 2025 | ||||||
| 2024 | N/A | ||||||
| $Nil | N/A | ||||||
| $Nil | N/A | ||||||
| $Nil | N/A | ||||||
| $Nil | N/A | ||||||
| $Nil | N/A | ||||||
| $Nil | |||||||
| Derek Sobel (6) | |||||||
| CFO | 2025 | ||||||
| 2024 | $60,000 | ||||||
| N/A | N/A | ||||||
| N/A | N/A | ||||||
| N/A | N/A | ||||||
| N/A | N/A | ||||||
| N/A | $60,000 | ||||||
| N/A |
(1) Kevin Alexander was appointed CEO on November 18, 2025.
(2) Daniel Davies ceased to be President and Chief Technology Officer on August 20, 2025.
(3) Craig Fraser was re-appointed as a director on August 6, 2024 and ceased to be CEO on November 18, 2025.
(4) Charles Huang was appointed a director on January 8, 2026.
(5) Sarah Weber ceased to be a director on August 6, 2024.
(6) Derek Sobel was appointed CFO August 20, 2025.
External Management Companies
As of the fiscal year ended December 31, 2025, the Company has entered into an agreement with Derek Sobel, through Catapult Consulting Corp., to which he provides executive management services by way of acting as Chief Financial Officer of the Company.
Stock Options and Other Compensation Securities
No compensation securities were granted or issued to any director or NEO by the Company or one of its subsidiaries in the year ended December 31, 2025 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.
No director or NEO exercised Compensation Securities during the year ended December 31, 2025.
Stock Option Plans and Other Incentive Plan
The Company adopted a "rolling up to 10% stock options and fixed up to 3,000,000" security based compensation plan (the "Plan"), as such term is used in the TSX Venture Exchange ("TSXV") policies, permitting (i) outstanding Options in a maximum aggregate amount that is equal to ten percent (10%) of the issued and outstanding Shares at the date of any Award and (ii) Restricted Share Units, Performance Share Units, Deferred Share Units and Stock Appreciation Rights in a maximum aggregate amount that is equal to 3,000,000 of such Awards which was approved by the shareholders of the Company on August 25, 2025.
The Plan shall provide for the award of Restricted Share Units ("RSUs"), Performance Share Units ("PSUs"), Deferred Share Units ("DSUs"), Stock Appreciation Rights ("SARs") and options to purchase
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Shares ("Options" and together with RSUs, PSUs, DSUs and SARs, "Awards") to Directors, Officers, Employees, Management Company Employees and Consultants (as such terms are defined by TSXV Policy 4.4) of the Company or a subsidiary of the Company, or an Eligible Charitable Organization (collectively, "Eligible Persons"), as further described in the following summary. The RSUs, PSUs, DSUs, SARs and Options issuable to any participant under the Plan (a "Participant"), or in the case of Options, any pre-existing stock option plan of the Company, shall be hereinafter referred to as "Incentive Securities".
All capitalized terms used but not defined in this section have the meaning ascribed thereto in the Plan.
Plan Administration
The Plan shall be administered and interpreted by the Board or, if the Board by resolution so decides, by a committee appointed by the Board. All actions taken and all interpretations and determinations made or approved by the Board in good faith shall be final and conclusive and shall be binding on any Participants of the Plan and the Company, subject to any required approval of the TSXV.
Shares Available for Awards
Unless otherwise approved by the TSXV and the Shareholders (disinterested, if required) from time to time, the maximum aggregate number of Shares issuable in respect of all Stock Options granted or issued under the Company's Security Based Compensation Plans, at any point, shall not exceed ten percent (10%) of the total number of issued and outstanding Shares on a non-diluted basis at such point in time and the number of other Incentive Securities (other than Stock Options) shall not exceed 3,000,000. For greater certainty, this limitation applies to all Incentive Securities granted or issued under the Company's Security Based Compensation Plans at any point in time, including those held by Insiders (as a group) at any point in time.
Participation Limits
The Plan provides the following limitations on grants:
(a) The aggregate number of Shares issuable to any one Consultant in any twelve (12) month period in respect of Incentive Securities shall not exceed two percent (2%) of the issued and outstanding Shares on a non-diluted basis, calculated at the date an Award is granted to the Consultant.
(b) The aggregate number of Shares issuable to any one person in any twelve (12) month period in respect of Incentive Securities shall not exceed five percent (5%) of the issued and outstanding Shares on a non-diluted basis, calculated on the date an Award is granted to the person, unless the Company has obtained the requisite disinterested shareholder approval.
(c) The aggregate number of Shares issuable to all Insiders (as a group) in any twelve (12) month period in respect of Incentive Securities, shall not exceed ten (10%) of the issued and outstanding Shares on a non-diluted basis, calculated on the date an Award is granted to a particular Insider, unless the Company has obtained the requisite disinterested shareholder approval.
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(d) Eligible Persons who are Investor Relations Service Providers may only receive Options as Awards under the Plan (if the Shares are listed on the TSXV) and the aggregate number of Shares issuable to all Investor Relations Service Providers in respect of Incentive Securities in any twelve (12) month period shall not exceed two percent (2%) of the issued and outstanding Shares on a non-diluted basis, calculated on the date an Award is granted to the Investor Relations Service Provider.
(e) Eligible Persons who are Eligible Charitable Organizations may only receive Options as Awards under the Plan (if the Shares are listed on the TSXV) and the aggregate number of Shares issuable to all Eligible Charitable Organizations at any point in time in respect of Incentive Securities shall not exceed one (1%) of the issued and outstanding Shares on a non-diluted basis at such point in time. Options granted to Eligible Charitable Organizations will not be included in the other limits set out in the Plan.
Eligibility and Participation
Subject to the provisions of the Plan (including, without limitation, restrictions on grants to Investor Relations Service Providers and Eligible Charitable Organizations) and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of RSUs, PSUs, DSUs, SARs and Options to all categories of Eligible Persons.
General Vesting Requirement
No Award granted or issued under the Plan, other than Options, may vest before the date that is one year following the date it is granted or issued. Subject to the approval of the TSXV with respect to Awards held by Investor Relations Service Providers, vesting may be accelerated by the Board for Awards held by a Participant in the event of death or who ceases to be an Eligible Person under the Plan in connection with a change of control, take-over bid, reverse takeover or other similar transaction. All Options granted to Investor Relations Service Providers must vest and become exercisable in stages over a period of not less than twelve (12) months, with no more than one-quarter (1/4) of such Options vesting and becoming exercisable in any three (3) month period.
Description of RSUs
A RSU is an Award that is a bonus for services rendered in the year of grant that, upon settlement, entitles the recipient Participant to receive a number of Shares equal to the number of RSUs credited to a Participant's Account on certain vesting dates.
RSUs shall be subject to such restrictions as the Board, in its discretion, may establish or determine in the applicable Award Agreement or at the time an Award is granted. Unless otherwise provided for in an Award Agreement, all RSUs will vest and become payable by the issuance of Shares at the end of the restricted period as specified by the Board in the applicable Award Agreement. Unless otherwise determined by the Board, upon the occurrence of a change of control event, all restrictions upon any RSUs shall lapse immediately and all such RSUs shall become fully vested.
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Effect of Termination on RSUs
Except as otherwise set forth in an applicable Award Agreement and subject to the provisions of the Plan, RSUs shall be subject to the following conditions:
Death: Upon death of a Participant, any RSUs granted to such Participant which, prior to the Participant's death, had not vested, will be immediately and automatically forfeited and cancelled. Any RSUs granted to such Participant, which prior to the Participant's death, had vested, will accrue to the Participant's estate in accordance with the provisions of the Plan.
Termination of Employment or Service for Cause: Where a Participant's employment is terminated by the Company or a subsidiary of the Company for cause, or where a Participant's consulting agreement is terminated as a result of the Participant's breach, all RSUs granted to such Participant will be immediately and automatically forfeited and cancelled.
Termination of Employment or Service Without Cause, Voluntary Termination, Retirement or Disability: Where a Participant's employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination, due to retirement or due to disability, or where a Participant's consulting agreement is terminated for a reason other than the Participant's breach or due to disability, any RSUs granted to such Participant which, prior to termination, had not vested, will be immediately and automatically forfeited and cancelled. Any RSUs granted to such Participant, which prior to termination, had vested, will accrue to the Participant in accordance with the provisions of the Plan.
Directorships: Where a Participant ceases to be a Director for any reason, any RSUs granted to such Participant which, prior to cessation, have not vested, will be immediately and automatically forfeited and cancelled. Any RSUs granted to such Participant, which prior to cessation, have vested, will accrue to the Participant in accordance with the provisions of the Plan.
Description of PSUs
A PSU is an Award that is awarded based on the attainment of performance criteria within a certain period, which criteria and period shall be selected, settled and determined by the Board. An Award Agreement may provide the Board with the right during a Performance Cycle or after it has ended, to revise Performance Criteria and Award amounts if unforeseen events occur.
All PSUs will vest and become payable to the extent that the Performance Criteria set forth in the Award Agreement are satisfied for a Performance Cycle, as determined by the Board. Unless otherwise determined by the Board, upon the occurrence of a change of control event, all PSUs shall become fully vested.
Effect of Termination on PSUs
Except as otherwise set forth in an applicable Award Agreement and subject to the provisions of the Plan, PSUs shall be subject to the following conditions:
Death: Upon death of a Participant, any PSUs granted to such Participant which, prior to the Participant's death, had not vested, will be immediately and automatically forfeited and cancelled.
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However, the Board may determine that certain PSUs have vested based on the extent which Performance Criteria have been satisfied in that portion of the Performance Cycle that has lapsed. Any PSUs granted to such Participant, which prior to the Participant's death, had vested, will accrue to the Participant's estate in accordance with the provisions of the Plan.
Termination of Employment or Service for Cause: Where a Participant's employment is terminated by the Company or a subsidiary of the Company for cause, or where a Participant's consulting agreement is terminated as a result of the Participant's breach, all PSUs granted to such Participant will be immediately and automatically forfeited and cancelled.
Termination of Employment or Service Without Cause, Voluntary Termination, Retirement or Disability: Where a Participant's employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination, due to retirement or due to disability, or where a Participant's consulting agreement is terminated for a reason other than the Participant's breach or due to disability, any PSUs granted to such Participant which, prior to termination, had not vested, will be immediately and automatically forfeited and cancelled. However, the Board may determine that certain PSUs have vested based on the extent which Performance Criteria have been satisfied in that portion of the Performance Cycle that has lapsed. Any PSUs granted to such Participant, which prior to termination, had vested, will accrue to the Participant in accordance with the provisions of the Plan.
Directorships: Where a Participant ceases to be a Director for any reason, any PSUs granted to such Participant which, prior to cessation, had not vested, will be immediately and automatically forfeited and cancelled. However, the Board may determine that certain PSUs have vested based on the extent which Performance Criteria have been satisfied in that portion of the Performance Cycle that has lapsed. Any PSUs granted to such Participant, which prior to cessation, had vested, will accrue to the Participant in accordance with the provisions of the Plan.
Description of DSUs
A DSU is an Award that is payable after the effective date that a Participant ceases to be an Eligible Person under the Plan, subject to certain vesting criteria. Unless otherwise determined by the Board, upon the occurrence of a change of control event, all DSUs shall become fully vested.
The payment of DSUs will occur on the date that is designated by the Participant and communicated to the Company by the Participant in writing at least fifteen (15) days prior to the designated day, or such earlier date as the Participant and Company may agree. If no notice is given by the Participant for a designated day, the DSUs shall be payable on the first anniversary of the date on which the Participant ceases to be an Eligible Person for any reason or any earlier period on which the DSUs vested, as the case may be, at the sole discretion of the Participant.
Election by Directors - DSUs
Under the Plan, Directors may elect to receive directorship fees in the form of DSUs which election must be made within certain timeframes as specified in the Plan. In case of an election by a Director, the number of DSUs to be credited shall be determined by dividing applicable directorship fees with the Market Price on the Grant Date of the DSUs or if more appropriate, another trading range that
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best represents the period for which the DSUs were earned (subject to minimum pricing requirements under Exchange policies). No fractional DSUs shall be credited to any Director.
Description of Options
An Option is an Award that gives a Participant the right to purchase one Share at a specified price in accordance with the terms of the Option and the Plan. The exercise price of the Options shall be determined by the Board at the time the Option is granted but in no event shall such exercise price be lower than the discounted Market Price permitted by the TSXV.
The maximum term of any Option shall not exceed ten (10) years and the Board shall determine the vesting, performance and other conditions, if any, that must be satisfied before all or part of an Option may be exercised, subject to any vesting restrictions set out in TSXV Policy 4.4. Unless otherwise determined by the Board, upon the occurrence of a change of control event, all Options shall become fully vested except for Options held by Investor Relations Service Providers which acceleration is subject to acceptance of the TSXV.
Options will be exercised pursuant to their applicable Award Agreement which exercise shall be contingent upon receipt by the Company of a written notice of exercise set forth in the applicable Award Agreement and of a form of cash payment acceptable to the Company for the full purchase price of the Shares to be issued. Notwithstanding the foregoing method of Option exercise, the Committee may, in its sole discretion, permit the exercise of an Option through either:
(a) a cashless exercise mechanism, whereby the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm: (i) agrees to loan money to a Participant to purchase the Shares underlying the Options to be exercised by the Participant; (ii) then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and (iii) receives an equivalent number of Shares from the exercise of the Options and the Participant receives the balance of Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Shares (or in such other portion of Shares and cash as the broker and Participant may otherwise agree); or
(b) a net exercise mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Company does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Shares that is equal to the quotient obtained by dividing: (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options; by (ii) the VWAP of the underlying Shares.
Effect of Termination on Options
Except as otherwise set forth in an applicable Award Agreement and subject to the provisions of the Plan, Options shall be subject to the following conditions:
Death: Upon death of a Participant, any Options held by such Participant at the date of death shall be exercisable (by an inheritor or the Participant's estate) for a period of 120 days after the date of
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death or prior to the expiration of the Option, whichever is sooner, only to the extent the Participant was entitled to exercise the Option at the date of death of such Participant.
Termination of Employment or Service for Cause: Where a Participant's employment is terminated by the Company or a subsidiary of the Company for cause, or where a Participant's consulting agreement is terminated as a result of the Participant's breach, no Option shall be exercisable from the date of termination as determined by the Board.
Termination of Employment or Service Without Cause, Voluntary Termination or Retirement: Where a Participant's employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination, due to retirement, or where a Participant's consulting agreement is terminated for a reason other than the Participant's breach, any Options held by such Participant at the date of termination shall be exercisable for a period of 90 days after the date of termination determined by the Board or prior to the expiration of the Option, whichever is sooner, only to the extent the Participant was entitled to exercise the Option at the date of termination.
Disability: Where a Participant's employment or consulting agreement is terminated by the Company or a subsidiary of the Company due to disability, any Options held by such Participant at the date of termination shall be exercisable for a period of 120 days after the date of termination determined by the Board or prior to the expiration of the Option, whichever is sooner, only to the extent the Participant was entitled to exercise the Option at the date of termination.
Directorships: Where a Participant ceases to be a Director for any reason, any Options held by such Participant on the Cessation Date shall be exercisable for a period of 90 days (120 days in case of termination due to disability) after the Cessation Date or prior to the expiration of the Option, whichever is sooner, only to the extent the Director was entitled to exercise the Option at the Cessation Date.
Description of SARs
A SAR is an Award that gives a Participant the right to receive payment equal to the excess of the Market Price at the date which a SAR is exercised over the applicable grant price of a SAR. The grant price of a SAR shall be determined by the Board at the time the SAR is granted, which in no event shall be lower than the discounted Market Price permitted by the TSXV. Where a SAR is granted in relation to an Option, it shall be a right in respect of the same number of Shares and the grant price shall be the same as the exercise price of the Option it is granted in relation to. The actual number of Shares to be granted to the Participant upon payment of a SAR shall be the aggregate SAR excess amount (Market Price at the date of exercise over grant price of a SAR) divided by the Market Price at the time of exercise.
The maximum term of any SAR shall not exceed ten (10) years and the Board shall determine the vesting, settlement and other terms of any SAR. SARs granted in relation to an Option shall only be exercisable at the same time and to the same extent the related Option is exercisable. In the sole discretion of the Board, the Award Agreement for a SAR may provide that the Company may elect to satisfy the exercise of a SAR by paying to the Participant case in the amount equal to the SAR excess amount in lieu of Shares.
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SARs will be exercised pursuant to their applicable Award Agreement which exercise shall be contingent upon receipt by the Company of a written notice of exercise set forth in the applicable Award Agreement. Unless otherwise determined by the Board, upon the occurrence of a change of control event, all SARs shall become fully vested, subject to the policies of the TSXV.
Effect of Termination on SARs
Except as otherwise set forth in an applicable Award Agreement and subject to the provisions of the Plan, SARs shall be subject to the following conditions:
Death: Upon death of a Participant, any SARs held by such Participant at the date of death shall be exercisable (by an inheritor or the Participant's estate) for a period of 120 days after the date of death or prior to the expiration of the SAR, whichever is sooner, only to the extent the Participant was entitled to exercise the SAR at the date of death of such Participant.
Termination of Employment or Service for Cause: Where a Participant's employment is terminated by the Company or a subsidiary of the Company for cause, or where a Participant's consulting agreement is terminated as a result of the Participant's breach, no SAR shall be exercisable from the date of termination as determined by the Board.
Termination of Employment or Service Without Cause, Voluntary Termination or Retirement: Where a Participant's employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination, due to retirement, or where a Participant's consulting agreement is terminated for a reason other than the Participant's breach, any SARs held by such Participant at the date of termination shall be exercisable for a period of 90 days after the date of termination determined by the Board or prior to the expiration of the SAR, whichever is sooner, only to the extent the Participant was entitled to exercise the SAR at the date of termination.
Disability: Where a Participant's employment or consulting agreement is terminated by the Company or a subsidiary of the Company due to disability, any SARs held by such Participant at the date of termination shall be exercisable for a period of 120 days after the date of termination determined by the Board or prior to the expiration of the SAR, whichever is sooner, only to the extent the Participant was entitled to exercise the SAR at the date of termination.
Directorships: Where a Participant ceases to be a Director for any reason, any SARs held by such Participant on the Cessation Date shall be exercisable for a period of 90 days (120 days in case of termination by disability) after the Cessation Date or prior to the expiration of the SAR, whichever is sooner, only to the extent the Director was entitled to exercise the SAR at the Cessation Date.
Non-Transferability of Awards
No Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company.
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Amendment and Termination of the Plan
The Board may at any time or from time to time, in its sole and absolute discretion, amend, suspend, terminate or discontinue the Plan and may amend the terms and conditions of any Awards granted thereunder, subject to (a) any required approval of any applicable regulatory authority or Exchange, and (b) any required approval of Shareholders in accordance with the TSXV Policy 4.4 or applicable law. Without limitation, Shareholder approval shall not be required for the following amendments:
(a) amendments to fix typographical errors;
(b) amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions; and
(c) amendments that are necessary to comply with applicable law or the requirements of the TSXV.
Amendments to Awards
Subject to compliance with applicable laws and Exchange policies, the Board may make amendments or alterations to Awards, provided that no amendment or alteration shall be made which would impair the rights of any Participant, without such Participant's consent, provided that no such consent shall be required if the amendment or alteration is: (a) either required or advisable in respect of compliance with any law, regulation or requirement of any accounting standard; or (b) not reasonably likely to significantly diminish the benefits provided under such Award.
The Company will be required to obtain disinterested Shareholder approval in accordance with TSXV Policy 4.4 in respect of any extension or reduction in the exercise price of Options granted to any Participant if the Participant is an Insider at the time of the proposed reduction or extension.
Employment, Consulting and Management Agreements
The Company has contracts and/or agreements, which provide payments to the NEOs at, following, or in connection with any termination (whether voluntary, involuntary, or constructive), resignation, retirement, a change in control of the Company or a change in a director or NEO's responsibilities. Specifically, in the event that Kevin Alexander (CEO) or Craig Fraser are terminated without just cause, they are entitled to no more than six (6) months notice, pay or a combination thereof.
Oversight and Description of Director and NEO Compensation
The Board is responsible for determining, by way of discussions at Board meetings, the compensation to be paid to the Company's executive officers and directors. In assessing the compensation of its directors and executive officers, including the NEOs, the Company does not have in place any formal objectives, criteria or analysis; however, the performance of each individual is considered along with the Company's ability to pay compensation and its results of operation for the period.
Compensation payable to executive officers and directors will be approved by the full Board, on an annual basis. The Company has not established any specific performance criteria or goals to which total compensation or any significant element of total compensation to be paid to any NEO is
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dependent. NEOs' performance is reviewed in light of the Company's objectives from time to time and such officers' compensation is also compared to that of executive officers of companies of similar size and stage of development.
Future compensation to be awarded or paid to the Company's directors and/or executive officers, including NEOs, is expected to consist primarily of management fees or salary, stock options and bonuses. In the meantime, payments may be made from time to time to executive officers, including NEOs, or companies they control for the provision of consulting or management services. Such services will be paid for by the Company at competitive industry rates for work of a similar nature by reputable arm's length services providers. In addition, it is anticipated that the Board may award bonuses, in its sole discretion, to executive officers, including NEOs, from time to time. Any compensation paid to the Company's NEOs is dependent upon the Company's finances as well as the performance of each of the NEOs.
The Company has a Compensation and Corporate Governance Committee and the members are Scott Christopher, Kevin Alexander and Craig Fraser. In the financial year ended December 31, 2025 the Compensation and Corporate Governance Committee met to discuss and approve salary increases for all employees, including the executive team. Five percent (5%) increases were approved.
Pension Disclosure
The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.