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Electric Royalties Ltd. — Remuneration Information 2025
Jun 27, 2025
47460_rns_2025-06-26_b9c0ec17-e59f-4dff-bbc5-41c6721bbaae.pdf
Remuneration Information
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ELECTRIC ROYALTIES LTD.
(the "Company")
FORM 51-102F6V
FOR THE YEAR ENDED DECEMBER 31, 2024
STATEMENT OF EXECUTIVE COMPENSATION
The following information, dated as of June 7, 2025, is provided as required under Form 51-102F6V Statement of Executive Compensation (Venture Issuers) and is prepared as at and for the year ended December 31, 2024 (except as otherwise indicated).
This Statement of Executive Compensation should be read in conjunction with the Company’s information circular (the “Information Circular”) dated January 24, 2025 as publicly filed on SEDAR+ at www.sedarplus.ca on February 21, 2025. All monetary amounts herein are expressed in Canadian Dollars (“$”), unless stated otherwise.
NAMED EXECUTIVE OFFICERS
In this section "Named Executive Officer" (or "NEO") means each of the following individuals:
a) the Chief Executive Officer ("CEO");
b) the Chief Financial Officer ("CFO");
c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V for that financial year; and
d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at December 31, 2024.
The NEOs of the Operating Entity as at December 31, 2024 are as follows:
- Brendan Yurik – CEO of the Company; and
- Luqman Khan – CFO of the Company
Electric Royalties Ltd./Form 51-102F6V/December 31, 2024
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DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION, EXCLUDING COMPENSATION SECURITIES
The following table sets out a summary of compensation (excluding compensation securities) paid, awarded to or earned by the NEOs, or by Companies controlled by them, and any non-NEO directors of the Company for the periods noted therein:
| Table of compensation excluding compensation securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and position | Year | Salary, consulting fee, retainer or commission ($) | Bonus ($) | Committee or meeting fees ($) | Value of perquisites ($) | Value of all other compensation ($) | Total compensation ($) |
| Brendan Yurik^{(1)} | 2024 | 220,000 | Nil | Nil | Nil | Nil | 220,000 |
| CEO and Director | 2023 | 212,000 | Nil | Nil | Nil | Nil | 212,000 |
| Luqman Khan^{(2)} | 2024 | 46,000 | Nil | Nil | Nil | Nil | 46,000 |
| CFO | 2023 | 36,500 | Nil | Nil | Nil | Nil | 36,500 |
| Marchand Snyman | 2024 | 120,000 | Nil | Nil | Nil | Nil | 120,000 |
| Chairman^{(4)(5)} | 2023 | 120,000 | Nil | Nil | Nil | Nil | 120,000 |
| Craig Lindsay | 2024 | 21,000 | Nil | 9,000 | Nil | Nil | 30,000 |
| Director^{(5)} | 2023 | 21,000 | Nil | 9,000 | Nil | Nil | 30,000 |
| Robert Schafer | 2024 | 21,000 | Nil | 9,000 | Nil | Nil | 30,000 |
| Director^{(5)} | 2023 | 21,000 | Nil | 9,000 | Nil | Nil | 30,000 |
| Stefan Gleason | 2023 | 21,000 | Nil | 4,000 | Nil | Nil | 25,000 |
| Director^{(3)(5)} | 2023 | 1,129 | Nil | 215 | Nil | Nil | 1,344 |
Notes:
(1) Mr. Yurik was appointed as a CEO of the Company in July 2019. Effective January 1, 2020, Mr. Yurik entered into an employment agreement with the Company whereby he was entitled to receive a base salary of $150,000 per year. Effective October 16, 2021, the base salary for Mr. Yurik was increased to $200,000 per year, and effective June 1, 2023, the base salary for Mr. Yurik was increased to $220,000 per year.
(2) Mr. Khan was appointed as CFO of the Company in July 2019. Mr. Khan provides services through a private consulting firm. Services of Mr. Khan are not received on a full-time basis; instead, his services are received on an as-needed basis.
(3) Mr. Gleason was appointed to the Board effective December 11, 2023.
(4) Mr. Snyman ceased to be a director of the Company in March 2025.
(5) Mr. Snyman, in his capacity as Chairman of the Board, received an annual fee and no committee fees. Other non-management directors of the Company received an annual retainer fee in their capacity as directors, and additional fees for each committee served. The following table summaries various fees paid to non-management directors for the periods noted therein:
| Fee | |
|---|---|
| Annual retainer – Chairman of the Board | $120,000 per year |
| Annual retainer – other non-management directors | $21,000 per year |
| Committee chair’s fee | $5,000 per year |
| Committee member’s fee | $2,000 per year |
The following table sets out various Board Committees and their members as of December 31, 2024:
| Members | Board Committees | ||
|---|---|---|---|
| Audit and Risk Committee | Compensation Committee | Nominating and Governance Committee. | |
| Marchand Snyman | Member | Member | Chair |
| Craig Lindsay | Chair | Member | Member |
| Robert Schafer | Member | Chair | Member |
Electric Royalties Ltd./Form 51-102F6V/December 31, 2024
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| Members | Board Committees | ||
|---|---|---|---|
| Audit and Risk Committee | Compensation Committee | Nominating and Governance Committee. | |
| Stefan Gleason | Member | Member | – |
STOCK OPTIONS AND OTHER COMPENSATION SECURITIES
The following table discloses all compensation securities granted or issued to NEOs or non-NEO directors during the financial year ended December 31, 2024, for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.
| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name And position | Type of compensation security(1) | Number of compensation securities, number of underlying securities, and percentage of class(1)(2)(3) | Date of issue or grant | Issue, conversion or exercise price ($) | Closing price of security or underlying security on date of grant ($) | Closing price of security or underlying security at year end ($) | Expiry date |
| Brendan Yurik | Options | 700,000 | |||||
| 0.72% | March 26, 2024 | 0.22 | 0.22 | 0.155 | March 26, 2029 | ||
| Luqman Khan | Options | 150,000 | |||||
| 0.16% | March 26, 2024 | 0.22 | 0.22 | 0.155 | March 26, 2029 | ||
| Marchand Snyman | Options | 300,000 | |||||
| 0.31% | March 26, 2024 | 0.22 | 0.22 | 0.155 | March 26, 2029 | ||
| Craig Lindsay | Options | 200,000 | |||||
| 0.21% | March 26, 2024 | 0.22 | 0.22 | 0.155 | March 26, 2029 | ||
| Robert Schafer | Options | 200,000 | |||||
| 0.21% | March 26, 2024 | 0.22 | 0.22 | 0.155 | March 26, 2029 | ||
| Stefan Gleason | Options | 200,000 | |||||
| 0.21% | March 26, 2024 | 0.22 | 0.22 | 0.155 | March 26, 2029 |
The following table lists the number of stock options held by NEOs or non-NEO directors at December 31, 2024:
| Name | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date |
|---|---|---|---|
| Brendan Yurik | 800,000 | 0.29 | July 15, 2025 |
| 800,000 | 0.42 | October 14, 2026 | |
| 700,000 | 0.22 | March 26, 2029 | |
| Total | 2,300,000 | ||
| Luqman Khan | 300,000 | 0.29 | July 15, 2025 |
| 300,000 | 0.42 | October 14, 2026 | |
| 150,000 | 0.22 | March 26, 2029 | |
| 750,000 | |||
| Marchand Snyman | 500,000 | 0.29 | July 15, 2025 |
| 500,000 | 0.42 | October 14, 2026 | |
| 300,000 | 0.22 | March 26, 2029 | |
| Total | 1,300,000 |
Electric Royalties Ltd./Form 51-102F6V/December 31, 2024
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| Name | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date |
|---|---|---|---|
| Craig Lindsay | 300,000 | 0.29 | July 15, 2025 |
| 300,000 | 0.42 | October 14, 2026 | |
| 200,000 | 0.22 | March 26, 2029 | |
| Total | 800,000 | ||
| Robert Schafer | 150,000 | 0.29 | July 15, 2025 |
| 300,000 | 0.42 | October 14, 2026 | |
| 200,000 | 0.22 | March 26, 2029 | |
| Total | 650,000 | ||
| Stefan Gleason | 200,000 | 0.22 | March 26, 2029 |
| Total | 200,000 |
During the financial year ended December 31, 2024, no compensation securities were exercised by NEOs or non-NEO directors.
At December 31, 2024, there were 8,281,000 outstanding stock options and 102,884,017 issued and outstanding common shares of the Company. The Company’s stock options typically vest in three equal tranches within one year of grant dates.
PENSION PLAN BENEFITS
The Company has no pension or deferred compensation plans for its directors, officers or employees.
TERMINATION AND CHANGE OF CONTROL BENEFITS
At December 31, 2024, the Company had a change of control agreement in place between the Company and each of its NEOs. Under the terms of the change of control agreements, if a termination without cause or a resignation within 12 months following a change of control (as defined under the change of control agreement) NEOs will receive the following compensation:
- The Company’s CEO, will receive a lump sum amount equal to two times the annual salary payable under the terms of his employment agreement.
- Notwithstanding the terms of any stock option plan or agreement, all non-vested stock options held by the Company’s CEO shall vest and become exercisable until their normal expiry date.
- The Company’s CFO will receive a lump sum amount of $50,000.
- Mr. Snyman will receive a lump sum amount equal to his annual retainer fee, currently set at $120,000 per year.
Except as otherwise outlined herein and in accordance with the Employment Standards Act (British Columbia), there are no compensatory plan(s) or arrangement(s), with respect to any NEO resulting from the resignation, retirement or any other termination of employment of the officer’s employment or from a change of the NEO’s responsibilities following a change in control.
COMPENSATION COMMITTEE AND GOVERNANCE
In July 2020, the Compensation Committee of the Board was constituted to assist the Board in carrying out its responsibilities relating to executive and director compensation, including: reviewing and recommending director compensation, overseeing the Company's base compensation structure and equity-based compensation program, recommending compensation of the Company's officers and employees, evaluating performance of officers generally and in light of annual goals and objectives. The charter for the Compensation Committee is included in the Corporate Governance Policies and Procedures Governance Manual and is available for viewing from the Company’s website under Corporate Governance.
Electric Royalties Ltd./Form 51-102F6V/December 31, 2024
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The current members of the Compensation Committee of the Company as stated above are Robert Schafer (Chair), Craig Lindsay, and Stefan Gleason. Except for Mr. Gleason, all members of the Compensation Committee of the Company are independent directors. The Compensation Committee assists the Board in carrying out its responsibilities relating to executive and director compensation.
The members of the Compensation Committee possess the skills and experience that enable the committee to make decisions on the suitability of the Company’s compensation policies and practices.
As a result of their education and experience, each member of the Compensation Committee has familiarity with, an understanding of, or experience in:
(a) reviewing compensation philosophy including base compensation structures & incentive programs;
(b) reviewing specific executive and director compensation;
(c) administering of share options and other equity based compensation plans and the determination of share option grants; and
(d) reviewing performance goals and the assessments of corporate officers.
All members of the Compensation Committee other than Mr. Gleason serve on other boards of publicly traded companies and have experience in the area of compensation and related issues. For relevant education and experience of the members of the Compensation Committee, see disclosure under "Election of Directors" in the Company’s Information Circular filed on SEDAR+ on February 21, 2025.
The Compensation Committee has, among other things, the following duties, responsibilities and authority:
(a) to recommend to the Board the form and amount of compensation to be paid by the Company to directors for service on the Board and on its committees. The Compensation Committee shall review director compensation at least annually.
(b) to annually review the Company’s base compensation structure and the Company's incentive compensation, share option and other equity-based compensation programs and recommend changes in or additions to such structure and plans to the Board as needed.
(c) to recommend to the Board the annual base compensation of the Company's executive officers and senior managers (collectively the "Officers").
(d) to recommend to the Board annual corporate goals and objectives under any incentive compensation plan adopted by the Company for Officers, and recommend incentive compensation participation levels for Officers under any such incentive compensation plan. In determining the incentive component of compensation, the Compensation Committee will consider the Company’s performance and relative shareholder return, the values of similar incentives at comparable companies and the awards given in past years.
(e) to evaluate the performance of Officers generally and in light of annual corporate goals and objectives under any incentive compensation plan.
(f) to periodically review with the Chairman and CEO their assessments of corporate officers and senior managers and succession plans and make recommendations to the Board regarding appointment of officers and senior managers.
(g) to administer the Company's share option and other equity based compensation plans and determine the annual grants of share options and other equity based compensation.
(h) to recommend to the Nominating and Governance Committee the qualifications and criteria for membership on the Compensation Committee.
Due to the small size of the Company and the current level of the Company's activities, the Compensation Committee is able to closely monitor and consider any risks which may be associated with the Company's compensation policies and practices. Risks, if any, may be identified and mitigated through regular meetings of the Board during which financial and other information of the Company are reviewed. No risks have been identified arising from the Company's compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.
Electric Royalties Ltd./Form 51-102F6V/December 31, 2024
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Executive compensation is comprised of short-term compensation in the form of a base salary and long-term ownership through the Company's share option plan. This structure ensures that a significant portion of executive compensation (stock options) is both long-term and "at risk" and, accordingly, is directly linked to the achievement of business results and the creation of long-term shareholder value. As the benefits of such compensation, if any, are not realized by officers until a significant period of time has passed, the ability of officers to take inappropriate or excessive risks that are beneficial to their compensation at the expense of the Company and the shareholders is extremely limited. Furthermore, the short-term component of the executive compensation (base salary) represents only part of the total compensation. As a result, it is unlikely that an officer would take inappropriate or excessive risks at the expense of the Company or the shareholders that would be beneficial to their short-term compensation when their long-term compensation might be put at risk from their actions.
Report on Executive Compensation
This report on executive compensation has been authorized by the Compensation Committee. The Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the Company's senior management, although the Compensation Committee guides it in this role. As part of its mandate, the Board determines the type and amount of compensation for the Company's executive officers. In addition, the Board reviews the methodology utilized by the Company for setting salaries of employees throughout the organization.
The Company's compensation policies and programs are designed to be competitive with similar companies and to recognize and reward executive performance consistent with the success of the Company's business.
Philosophy and Objectives
The Company's senior management compensation program 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 employs a combination of base salary, bonus compensation and equity participation through its share option plan and other equity participation plans.
The main objective of director compensation is to attract and retain directors with the relevant skills, knowledge and abilities to carry out the Board's mandate.
Base Salary
In the Board's view, paying base salaries that are competitive in the markets in which the Company operates is a first step to attracting and retaining talented, qualified and effective executives. The NEOs are paid a salary in order to ensure that the compensation package offered by the Company is in line with that offered by other companies in our industry, and as an immediate means of rewarding the NEO for efforts expended on behalf of the company.
The salary to be paid to a particular NEO is determined by gathering competitive salary information from a variety of sources, including surveys conducted by independent consultants and national and international publications, such as the Mercer Benchmark Database. Payment of a cash salary fits within the objective of the compensation program since it rewards each NEO for performance of his duties and responsibilities.
Bonus Compensation
The Board considers performance, shareholder benefits achieved, competitive factors and other matters in awarding bonuses, including if sufficient cash resources are available for the granting of bonuses.
All Other Fees
There were no other fees paid to any consultants or advisors relating to executive compensation.
Electric Royalties Ltd./Form 51-102F6V/December 31, 2024
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Executive Compensation-Related Fees
No compensation was paid to any compensation consultants in respect of executive compensation studies for the Company’s two most recently completed financial years.
Equity Participation – Option Based Awards
The Company has a share option plan (the "Option Plan"). The Option Plan was established to provide incentive to qualified parties to increase their proprietary interest in the Company, encourage the alignment of interests with its shareholders, and foster their continued association with the Company.
Long term incentives are comprised of share options. The Compensation Committee is delegated the authority to grant share options. The Compensation Committee reviews the grants of share options to directors, management, employees and consultants. Share options are generally granted annually, and at other times of the year to individuals commencing employment with the Company. Share option exercise prices are set in accordance with policies of the TSX Venture Exchange and are based on the closing trading price prior to the date of grant.
The Company believes that encouraging its executives, employees and directors to become shareholders is the best way of aligning their interests with those of its Shareholders. Equity participation is accomplished through the Option Plan. Share options are granted taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses, and competitive factors. Share options vest on terms established by the Compensation Committee.
The Company’s long-term incentives are designed to foster and promote the long-term financial success of the Company by strengthening the ability of the Company to attract and retain highly competent employees, motivating performance through incentive compensation, promoting greater alignment of interests between employees and shareholders in creating long-term shareholder value, and enabling employees to participate in the long-term growth and financial success of the Company. Share options provide employees with the opportunity to participate in the growth of the Company’s share price as well as benefit from the favourable tax treatment applicable to this form of compensation.
For material terms of the Option Plan, see disclosure in the Company’s Information Circular filed at SEDAR+ on February 21, 2025.
Equity Participation – Restricted Share Unit Plan and Deferred Share Unit Plan
The Company has a Restricted Share Unit Plan (the "RSU Plan") and a Deferred Share Unit Plan (the "DSU Plan").
The RSU Plan and DSU Plan were established to provide incentive to qualified parties to increase their proprietary interest in the Company, encourage the alignment of interests with its shareholders, and foster their continued association with the Company.
Long term incentives are comprised of share awards. The Compensation Committee is delegated the authority to grant share awards. The Compensation Committee reviews the grants of share awards to directors, officers, management, employees and consultants. Share awards have not been granted to date, but would generally be granted annually, and at other times of the year to qualifying individuals commencing employment with the Company.
The Company believes that encouraging its executives, employees and directors to become shareholders is the best way of aligning their interests with those of its Shareholders. Equity participation is accomplished through both the RSU Plan and DSU Plan. Share awards are granted taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses, and competitive factors. Share awards vest on terms established by the Compensation Committee.
The Company’s long term incentives are designed to foster and promote the long-term financial success of the Company by strengthening the ability of the Company to attract and retain highly competent employees, motivating performance through incentive compensation, promoting greater alignment of interests between employees and shareholders in creating long-term shareholder value, and enabling employees to participate in the long-term growth and financial success of the Company. Share awards provide employees with the opportunity to participate in the growth of the Company’s share price as well as benefit from the favourable tax treatment applicable to this form of compensation.
Electric Royalties Ltd./Form 51-102F6V/December 31, 2024
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General
The Compensation Committee considered the implications of the risks associated with the Company’s compensation policies and practices and concluded that, given the nature of the Company’s business and the role of the Compensation Committee in overseeing the Company’s executive compensation practices, the compensation policies and practices do not serve to encourage any non executive officer NEO or individual at a principal business unit or division to take inappropriate or excessive risks, and no risks were identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.
The Company has adopted a policy restricting its NEOs and directors from purchasing financial instruments including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. For the years ended December 31, 2024 and 2023, no NEO or director, directly or indirectly, employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.
COMPENSATION ACTIONS, DECISIONS OR POLICIES MADE AFTER DECEMBER 31, 2024.
Given the evolving nature of the Corporation’s business, the Board continues to review and redesign the overall compensation plan for senior management so as to continue to address the objectives identified above.
In March 2025, the Company announced that Craig Lindsay was appointed Chair of the Board following the Company’s annual meeting of shareholders held on March 14, 2025.
After December 31, 2024, in April 2025, the Company granted the following share purchase options, RSUs, and DSUs to its NEOs and non-NEO directors:
| Name | Options | RSUs | DSUs |
|---|---|---|---|
| Brendan Yurik | 350,000 | 500,000 | |
| Craig Lindsay | 250,000 | 400,000 | |
| Robert Schafer | 200,000 | 300,000 | |
| Stefan Gleason | 200,000 | 300,000 | |
| Fee | |||
| --- | --- | ||
| Annual retainer – Chairman of the Board | $60,000 per year | ||
| Annual retainer – other non-management directors | $30,000 per year | ||
| Committee chair’s fee | $6,000 per year | ||
| Committee member’s fee | $2,000 per year |
The following table sets out various Board Committees and their members as of the date hereof:
| Members | Board Committees | ||
|---|---|---|---|
| Audit and Risk Committee | Compensation Committee | Nominating and Governance Committee. | |
| Craig Lindsay | Chair | Member | Member |
| Robert Schafer | Member | Chair | Member |
| Stefan Gleason | Member | Member | Chair |
Except for the forgoing, there were no compensation actions, decisions or policies made after December 31, 2024 and before the date thereof.
Electric Royalties Ltd./Form 51-102F6V/December 31, 2024