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ExGen Resources Inc. — Proxy Solicitation & Information Statement 2025
Oct 7, 2025
45316_rns_2025-10-06_696f71a0-acab-4652-9e35-980f91d3d446.pdf
Proxy Solicitation & Information Statement
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EXGEN RESOURCES INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 14, 2025
NOTICE OF MEETING AND MANAGEMENT PROXY AND INFORMATION CIRCULAR
THIS NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF EXGEN RESOURCES INC. OF PROXIES TO BE VOTED AT THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF EXGEN RESOURCES INC. TO BE HELD ON NOVEMBER 14, 2025.
TO BE HELD AT:
The Offices of DLA Piper (Canada) LLP
10th Floor, Livingston Place, West Tower
250 - 2nd Street SW
Calgary, Alberta
T2P 0C1
At 11:00 a.m.
Dated: September 26, 2025
EXGEN RESOURCES INC.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL AND SPECIAL MEETING (the "Meeting") of holders of common shares ("Common Shares") of ExGen Resources Inc. (the "Corporation") will be held at the Offices of DLA Piper (Canada) LLP, 10th Floor, Livingston Place, West Tower, 250 2nd Street S.W., Calgary, AB, on November 14, 2025 at 11:00 a.m. (MST) for the following purposes:
- to receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2024, and the report of the auditor thereon and the unaudited financial statements of the Corporation for the interim period ended June 30, 2025;
- to fix the number of directors of the Corporation to be elected at the Meeting at four (4);
- to elect the Board of Directors of the Corporation for the ensuing year;
- to appoint the auditor of the Corporation for the ensuing year and to authorize the Board of Directors to fix the auditor's remuneration;
- to consider, and if thought fit, approve the ordinary resolution, as more particularly set forth in the accompanying Management Information Circular prepared for the purpose of the Meeting, relating to the re-approval of the stock option plan of the Corporation; and
- to transact such other business as may be properly brought before the Meeting or any adjournment thereof.
DATED this 26th day of September, 2025.
BY ORDER OF THE BOARD OF DIRECTORS
signed "Jason Riley"
Jason Riley
President, Chief Executive Officer and Director
NOTE:
It is desirable that as many Common Shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your Common Shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose, or vote by mail, by telephone or by internet. All proxies, to be valid, must be received by Endeavor Trust Corporation, online at www.eproxy.ca and follow the instructions, by mail or hand delivery at Suite 702 - 777 Hornby Street, Vancouver, British Columbia V6Z 1S4, by facsimile at 604-559-8908 or by email at [email protected], at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
Notice and Access
The Corporation has decided to use the Notice and Access rules adopted by the Canadian Securities Administrators to reduce the volume of paper with respect to materials distributed for the purpose of the Meeting. Instead of receiving the Management Information Circular, shareholders will receive a Notice of
Meeting with instructions on how to access the remaining Meeting materials online together with the form of proxy (or voting instruction form). The Management Information Circular and other relevant materials are available on the Endeavor Trust Corporation's website at https://www.eproxy.ca/ExGenResources/2025AGSM/ and under the Corporation's profile on www.sedarplus.ca.
Shareholders can contact our transfer agent, Endeavor Trust Corporation, toll free at 1-888-787-0888 or by email at [email protected], for more information regarding Notice and Access or with questions regarding how to vote their shares.
EXGEN RESOURCES INC.
MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES
THIS MANAGEMENT INFORMATION CIRCULAR (“MANAGEMENT INFORMATION CIRCULAR”) IS PROVIDED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT, OR ITS AGENTS, ADVISORS OR REPRESENTATIVE, OF EXGEN RESOURCES INC. (THE “CORPORATION”) of proxies from the holders of common shares (the “Common Shares”) for the annual general and special meeting of the shareholders of the Corporation (the “Meeting”) to be held on November 14, 2025 at 11:00 a.m. (MST) at the Offices of DLA Piper (Canada) LLP, 10th Floor, Livingston Place, West Tower, 250 2nd Street S.W., Calgary, AB, or at any adjournment thereof for the purposes set out in the accompanying notice of meeting (“Notice of Meeting”).
Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 (“NI 54-101”), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.
NOTICE AND ACCESS
The Corporation has elected to use the notice-and-access provisions (“Notice-and-Access Provisions”) provided for under NI 54-101 for the Meeting in respect of mailings to beneficial holders of Common Shares (i.e., a shareholder who holds their Common Shares in the name of a broker or an agent) and in respect of mailings to registered holders of Common Shares (i.e., a shareholder whose name appears on our records as a holder of Common Shares). The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that are mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials online.
The Corporation will not use procedures known as ‘stratification’ in relation to the use of the Notice-and-Access Provisions. Stratification occurs when a reporting issuer using Notice-and-Access Provisions provides a paper copy of the relevant information circular to some, but not all, shareholders with the notice package in relation to the relevant meeting. In relation to the Meeting, all shareholders will receive notice containing information prescribed by the Notice-and-Access Provisions and a form of proxy or voting instruction form, as applicable.
The Corporation will be delivering proxy-related materials to non-objecting beneficial owners of Common Shares directly with the assistance of Broadridge Financial Solutions, Inc. (“Broadridge”). The Corporation does not intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial owners of Common Shares and therefore objecting beneficial owners will not receive the Management Information Circular, a form of proxy and the financial information in respect of our most recently completed financial year (the “Meeting Materials”) unless their intermediary assumes the costs of delivery.
The Meeting Materials will be available electronically at https://www.eproxy.ca/ExGenResources/2025AGSM/ as of October 8, 2025, and will remain on the website for one (1) full year thereafter. The Meeting Materials will also be available on the SEDAR+ website at www.sedarplus.ca.
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Shareholders who wish to receive paper copies of the Meeting Materials may request copies from Endeavor Trust Corporation by calling toll-free at 1-888-787-0888 or by sending an email to [email protected]. Meeting Materials will be sent to such shareholders and to shareholders requesting paper copies of the Meeting Materials by any other means at no cost to them, within three (3) business days of the Corporation receiving their request, if such requests are made before the date of the Meeting, including any adjournment thereof, and within 10 calendar days of the Corporation receiving their request, if such requests are made on or after the date of the Meeting and within one (1) calendar year of the Meeting Materials being filed online.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named (the "Management Designees") in the enclosed instrument of proxy ("Instrument of Proxy") have been selected by the directors of the Corporation and have indicated their willingness to represent as proxy the shareholder who appoints them. A shareholder has the right to designate a person (whom need not be a shareholder) other than the Management Designees to represent him or her at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the Instrument of Proxy the name of the person to be designated and by deleting therefrom the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Corporation. Such shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide instructions on how the shareholder's shares are to be voted. The nominee should bring personal identification with him or her to the Meeting. In any case, the form of proxy should be dated and executed by the shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form). In addition, a proxy may be revoked by a shareholder personally attending at the Meeting and voting his or her shares.
A form of proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to the Corporation's transfer agent, Endeavor Trust Corporation, online at www.eproxy.ca and follow the instructions, by mail or hand delivery at Suite 702 - 777 Hornby Street, Vancouver, British Columbia V6Z 1S4, by facsimile at 604-559-8908 or by email at [email protected], at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
A shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked by depositing an instrument in writing executed by the shareholder or by his authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the registered office of the Corporation or with Endeavor Trust Corporation, online at www.eproxy.ca and follow the instructions, by mail or hand delivery at Suite 702 - 777 Hornby Street, Vancouver, British Columbia V6Z 1S4, by facsimile at 604-559-8908 or by email at [email protected], at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chair of such Meeting on the day of the Meeting, or at any adjournment thereof. In addition, a proxy may be revoked by the shareholder personally attending the Meeting and voting his or her shares.
ADVICE TO BENEFICIAL SHAREHOLDERS
The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Management Information
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Circular as “Beneficial Shareholders”) should note that only proxies deposited by shareholders who appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the shareholder's name. Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.
Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.
Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.
All references to shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered shareholders unless specifically stated otherwise.
The Instrument of Proxy, voting instruction form, Notice and Access notice and accompanying documents may have been sent directly by the Corporation (including through the services of its transfer agent), rather than through an intermediary, to non-objecting beneficial owners under National Instrument 54-101. These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your
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name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.
VOTING OF PROXIES
Each shareholder may instruct his proxy how to vote his Common Shares by completing the blanks on the Instrument of Proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the Instrument of Proxy, the Management Designees, if named as proxy, will vote in favour of the matters set out therein. In the absence of any specification as to voting on any other form of proxy, the Common Shares represented by such form of proxy will be voted in favour of the matters set out therein.
The enclosed Instrument of Proxy confers discretionary authority upon the Management Designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of management of the Corporation.
QUORUM
The by-laws of the Corporation provide that a quorum of shareholders is present at a meeting of shareholders of the Corporation if at least two holders of not less than five (5%) percent of the outstanding shares of the Corporation entitled to vote at the Meeting are present in person or by proxy.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares. As at the effective date of this Management Information Circular (the "Effective Date"), which is September 26, 2025, 68,893,014 Common Shares are issued and outstanding as fully paid and non-assessable. No other shares of any other class are issued or outstanding. The Common Shares are the only shares entitled to be voted at the Meeting and holders of Common Shares are entitled to one vote for each Common Share held.
Holders of Common Shares of record at the close of business on September 26, 2025 (the "Record Date") are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Common Share held except to the extent that, (a) the holder has transferred the ownership of any of his or her Common Shares after the Record Date, and (b) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Common Shares, and demands not later than ten (10) days before the day of the Meeting that his or her name be included in the list of persons entitled to vote at the Meeting, in which case the transferee will be entitled to vote his Common Shares at the Meeting.
To the knowledge of the directors and the executive officers of the Corporation, as at the Effective Date, no person or company beneficially owns, directly or indirectly, or controls or directs, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation, other than as follows:
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| Name | Type of Ownership | Number of Common Shares Owned or Controlled at the Effective Date | Percent of Outstanding Common Shares |
|---|---|---|---|
| Jason Riley | Registered and Beneficial | 11,530,000 | 16.74% |
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The compensation program of the Corporation is designed to attract, motivate, reward and retain knowledgeable and skilled executives required to achieve the Corporation's corporate objectives and increase shareholder value. The main objective of the compensation program is to recognize the contribution of the executive officers to the overall success and strategic growth of the Corporation. The compensation program is designed to reward management performance by aligning a component of the compensation with the Corporation's business performance and share value. The philosophy of the Corporation is to pay the management a total compensation amount that is competitive with other Canadian junior resource companies and is consistent with the experience and responsibility level of the management. The purpose of executive compensation is to reward the executives for their contributions to the achievements of the Corporation on both an annual and long-term basis.
The compensation program provides incentives to its management and directors to achieve long term objectives through grants of stock options under the Corporation's stock option plan. Increasing the value of the Corporation's Common Shares increases the value of the stock options. This incentive closely links the interests of the Named Executive Officers and directors to shareholders of the Corporation.
The Board of Directors is satisfied that there were not any identified risks arising from the Corporation's compensation plans or policies that would have had any negative or material impact on the Corporation. The Corporation does not have any policy in place to permit an executive officer or director to purchase financial instruments, including, for greater certainty, 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 executive officer or director.
Option-based Awards
The Board of Directors determined that it was not necessary to grant any stock options to management during the financial year ended December 31, 2024. When granted, the allocation of the number of options granted among the directors and Named Executive Officers (as defined below) of the Corporation is determined by the entire Board of Directors. See "Incentive Plan Awards" below and "DIRECTOR COMPENSATION - Incentive Plan Awards" below.
Compensation Governance
The following are the members of the Corporate Governance and Compensation Committee, as at the date thereof:
Jason Riley
Not Independent
Mark Swartout
Independent
Kieran M.J. Downes
Independent
All members of the Corporate Governance and Compensation Committee are knowledgeable about the Corporation's compensation programs and possess an understanding of compensation theory and practice,
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personnel management and development, succession planning and executive development. In addition, all members are “financially literate” within the meaning of National Instrument 52-110 and have accounting or related financial management experience or expertise.
The responsibilities of the Corporate Governance and Compensation Committee in respect of compensation matters include reviewing and recommending to the Board of Directors the compensation policies and guidelines for supervisory management and personnel, corporate benefits, bonuses and other incentives, reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation; non-CEO officer and director compensation; the review of executive compensation disclosure; succession plans for officers and for key employees; and material changes and trends in human resources policy, procedure, compensation and benefits. The responsibilities of the Corporate Governance and Compensation Committee in respect of corporate governance matters include addressing all governance issues identified by securities regulators and any additional issues as they arise by virtue of the operations and growth of the Corporation as being emerging progressive issues of corporate governance.
The Corporate Governance and Compensation Committee has unrestricted access to the Corporation’s personnel and documents and is provided with the resources necessary, including, as required, the engagement and compensation of outside advisors, to carry out its responsibilities.
Summary Compensation Table
The following table sets forth all annual and long-term compensation for the three most recently completed financial years for services in all capacities to the Corporation and its subsidiaries, if any, in respect of individual(s) who were acting as, or were acting in a capacity similar to, a chief executive officer or chief financial officer and the three most highly compensated executive officers whose total compensation exceeded $150,000 per annum (the “Named Executive Officers”).
| SUMMARY COMPENSATION TABLE | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position | Year Ended December 31 | Consulting Fees/Salary ($) | Share-Based Awards ($)^{(1)} | Option-Based Awards ($)^{(2)} | Non-Equity Incentive Plan Compensation ($) | Pension Value ($) | All Other Compensation ($) | Total Compensation ($)^{(3)} | |
| Annual Incentive Plans | Long-Term Incentive Plans | ||||||||
| Jason Riley | |||||||||
| President and Chief Executive Officer | 2024 | 250,000 | Nil | Nil | Nil | Nil | Nil | Nil | 250,000 |
| 2023 | 260,000 | Nil | Nil | Nil | Nil | Nil | Nil | 260,000 | |
| 2022 | 250,000 | Nil | 236,059 | Nil | Nil | Nil | Nil | 486,059 | |
| Jason Tong | |||||||||
| Chief Financial Officer | 2024 | 36,000 | Nil | Nil | Nil | Nil | Nil | Nil | 36,000 |
| 2023 | 36,000 | Nil | Nil | Nil | Nil | Nil | Nil | 36,000 | |
| 2022 | 22,500 | Nil | Nil | Nil | Nil | Nil | Nil | 22,500 |
Notes:
(1) “Share-Based Award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.
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(2) "Option-Based Award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The "grant date fair value" has been determined by using the Black-Sholes option pricing model. See "Narrative Discussion" below.
(3) Mr. Riley did not receive any additional compensation for serving as a director of the Corporation.
Narrative Discussion
Calculating the value of stock options using the Black-Scholes option pricing model is very different from a simple "in-the-money" value calculation. In fact, stock options that are well out-of-the-money can still have a significant "grant date fair value" based on a Black-Scholes option pricing model, especially where, as in the case of the Corporation, the price of the share underlying the option is highly volatile. Accordingly, caution must be exercised in comparing grant date fair value amounts with cash compensation or an in-the-money option value calculation.
Incentive Plan Awards
Outstanding Share-Based Awards and Option-Based Awards
The following table sets forth details of all awards outstanding for each Named Executive Officer of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year.
| Option-Based Awards | Share-Based Awards | ||||||
|---|---|---|---|---|---|---|---|
| Name and Title | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Value of Unexercised in-the-money Option(1) ($) | Number of Shares or Units of Shares that have not vested (#) | Market or Payout Value of Share-Based Awards that have not vested ($) | Market or payout value of vested share-based awards not paid out or distributed ($) |
| Jason Riley | |||||||
| President and Chief Executive Officer | 3,400,000 | $0.12 | July 24, 2027 | Nil | N/A | N/A | N/A |
| Jason Tong | |||||||
| Chief Financial Officer | Nil | N/A | N/A | N/A | N/A | N/A | N/A |
Notes:
(1) Unexercised "in-the-money" options refer to the options in respect of which the market value of the underlying securities as at the financial year end exceeds the exercise or base price of the option.
(2) The aggregate of the difference between the market value of the Common Shares as at December 31, 2024, being $0.09 per Common Share, and the exercise price of the options.
Incentive Plan Awards - Value Vested or Earned During the Year
The following table sets forth the value of option-based awards and share-based awards which vested or were earned during the most recently completed financial year for each Named Executive Officer.
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| Name and Title | Option-Based Awards - Value vested during the year ($)(1) | Share-Based Awards - Value vested during the year ($) | Non-Equity Incentive Plan Compensation - Value earned during the year ($) |
|---|---|---|---|
| Jason Riley | |||
| President and Chief Executive Officer | Nil | N/A | N/A |
| Jason Tong | |||
| Chief Financial Officer | Nil | N/A | N/A |
Note:
(1) Based on the difference between the market price of the Common Shares at the vesting date and the exercise price.
Narrative Discussion
The Corporation has a stock option plan (the “Stock Option Plan”) previously approved by the shareholders of the Corporation on July 29, 2024. The significant terms of the Stock Option Plan are disclosed in this Management Information Circular under “PARTICULARS OF MATTERS TO BE ACTED UPON – Re-approval of Stock Option Plan”.
Pension Plan Benefits
The Corporation does not have in place any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.
Termination and Change of Control Benefits
The Corporation is not a party to any contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation, its subsidiaries or affiliates or a change in a Named Executive Officer’s responsibilities.
DIRECTOR COMPENSATION
During the year ended December 31, 2024, the Corporation had, at various times, four (4) individuals acting as directors, one (1) of which was also a Named Executive Officer during such year (Jason Riley). For a description of the compensation paid to the Named Executive Officer of the Corporation who also acts as a director of the Corporation, see “EXECUTIVE COMPENSATION”.
Director Compensation Table
The following table sets forth all compensation provided to directors who are not also Named Executive Officers (“Outside Directors”) of the Corporation for the most recently completed financial year.
| Name | Year Ended December 31 | Fees Earned ($) | Share-Based Awards ($)(1) | Option-Based Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Pension Value ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Mark Swartout | 2024 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Arlen Grove | 2024 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
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| Name | Year Ended December 31 | Fees Earned ($) | Share-Based Awards ($)(1) | Option-Based Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Pension Value ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Kieran M.J. Downes | 2024 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Notes:
(1) “Share-Based Award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, preterred share units, phantom shares, phantom share units, common share equivalent units and stock.
(2) “Option-Based Award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The “grant date fair value” has been determined by using the Black-Sholes option pricing model.
Incentive Plan Awards
Outstanding Share-Based Awards and Option-Based Awards
The following table sets forth details of all awards outstanding for each Outside Director of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year.
| Option-Based Awards | Share-Based Awards | ||||||
|---|---|---|---|---|---|---|---|
| Name | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Value of Unexercised in-the-money Option(1) ($) | Number of Shares or Units of Shares that have not vested (#) | Market or Payout Value of Share-Based Awards that have not vested ($) | Market or payout value of vested share-based awards not paid out or distributed ($) |
| Mark Swartout | 1,600,000 | $0.12 | July 24, 2027 | Nil | N/A | N/A | N/A |
| Arlen Grove | 250,000 | $0.12 | July 24, 2027 | Nil | N/A | N/A | N/A |
| Kieran M.J. Downes | 250,000 | $0.12 | July 24, 2027 | Nil | N/A | N/A | N/A |
Notes:
(1) Unexercised “in-the-money” options refer to the options in respect of which the market value of the underlying securities as at the financial year end exceeds the exercise or base price of the option.
(2) The aggregate of the difference between the market value of the Common Shares as at December 31, 2024, being $0.09 per Common Share, and the exercise price of the options.
None of the awards disclosed in the table above have been transferred at other than fair market value.
Incentive Plan Awards - Value Vested or Earned During the Year
The following table sets forth the value of option-based awards and share-based awards which vested or were earned during the most recently completed financial year for Outside Directors of the Corporation.
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| Name | Option-Based Awards - Value vested during the year ($)^{(1)} | Share-Based Awards - Value vested during the year ($)^{(2)} | Non-Equity Incentive Plan Compensation - Value earned during the year ($) |
|---|---|---|---|
| Mark Swartout | Nil | N/A | N/A |
| Arlen Grove | Nil | N/A | N/A |
| Kieran M.J. Downes | Nil | N/A | N/A |
Note:
(1) Based on the difference between the market price of the Common Shares at the vesting date and the exercise price.
Narrative Discussion
The significant terms of the Stock Option Plan are disclosed in this Management Information Circular under “PARTICULARS OF MATTERS TO BE ACTED UPON – Re-approval of Stock Option Plan”.
Other Compensation
Other than as set forth herein, the Corporation did not pay any other compensation to executive officers or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees) during the last completed financial year other than benefits and perquisites which did not amount to $10,000 or greater per individual.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth securities of the Corporation that are authorized for issuance under equity compensation plans as at the end of the Corporation’s most recently completed financial year.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding outstanding securities reflected in Column 1)^{(1)} |
|---|---|---|---|
| Equity compensation plans approved by securityholders | 6,375,000 | $0.12 | 14,300 Common Shares |
| Equity compensation plans not approved by securityholders | Nil | Nil | Nil |
| Total | 6,375,000 | $0.12 | 14,300 Common Shares |
Note:
(1) The aggregate number of Common Shares that may be reserved for issuance under the Stock Option Plan shall not exceed 10% of the Corporation’s issued and outstanding shares.
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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
No director, executive officer, employee or former director, executive officer or employee of the Corporation nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Corporation nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation.
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Other than as set forth herein, or as previously disclosed, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, proposed nominee for election as a director or any shareholder holding more than 10% of the voting rights attached to the Common Shares or any associate or affiliate of any of the foregoing in any transaction in the preceding financial year or any proposed or ongoing transaction of the Corporation which has or will materially affect the Corporation.
MANAGEMENT CONTRACTS
Other than as set forth herein, during the most recently completed financial year, no management functions of the Corporation were to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Corporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as otherwise set out herein, no director or executive officer of the Corporation or any proposed nominee of management of the Corporation for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting.
AUDIT COMMITTEE
Audit Committee Terms of Reference
The text of the Corporation's Audit Committee charter is set out under the heading "Audit Committee Terms of Reference" in the Corporation's Management Information Circular dated April 21, 2012 and filed on SEDAR+ at www.sedarplus.ca on May 3, 2012, which is incorporated by reference herein.
Audit Committee Composition
The following are the members of the Audit Committee, as at the date thereof:
| Mark Swartout | Independent^{(1)(2)} | Financially literate^{(1)} |
|---|---|---|
| Jason Riley | Not Independent^{(1)} | Financially literate^{(1)} |
| Kieran M.J. Downes | Independent^{(1)} | Financially literate^{(1)} |
Notes:
(1) As defined by National Instrument 52-110 ("NI 52-110").
(2) Chairman of the Audit Committee.
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Relevant Education and Experience
Mark Swartout in a principal of Astro Insurance 1000 Inc. and has been involved in the junior resource sector as an active investor in numerous private and public junior resource companies.
Jason Riley received a Bachelor of Commerce from the University of British Columbia in 2001. Mr. Riley has acted as a director and officer of multiple private companies since 2009. Mr. Riley completed the Simon Fraser University Course, Public Companies: Financing, Governance, and Compliance in 2012.
Kieran M. J. Downes has been involved in the financing, administration and operation of the Corporation and has been directly involved in the preparation of the financial statements, filing of the quarterly and annual financial statements and dealing with the auditors, both as management and as a member of the audit committee.
All of the members of the Audit Committee have been either directly or indirectly involved in the preparation of the financial statements, filing of quarterly and annual financial statements, dealing with auditors, or as a member of the Audit Committee. All members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements.
Audit Committee Oversight
At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.
Reliance on Certain Exemptions
At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (securities regulatory authority exemption).
Pre-Approval Policies and Procedures
The Audit Committee had adopted specific policies and procedures for the engagement of non-audit services as described above under the heading "Audit Committee Terms of Reference - External Auditors".
External Auditor Service Fees
The aggregate fees billed by the Corporation's external auditors in each of the last two fiscal years for audit and other fees are as follows:
| Financial Year Ending December 31 | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees |
|---|---|---|---|---|
| 2024 | $36,000 | Nil | Nil | Nil |
| 2023 | $34,601 | Nil | $8,800 | Nil |
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Exemption
The Corporation is relying upon the exemption in section 6.1 of NI 52-110, the exemption for TSX Venture issuers in relation to the requirement that every audit committee member be independent.
CORPORATE GOVERNANCE
Corporate governance relates to the activities of the Board of Directors, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board of Directors and who are charged with the day to day management of the Corporation. The Board of Directors is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making. To achieve this goal, the Corporation has implemented an Audit Committee Terms of Reference, a Whistle Blower Policy, a Corporate Governance and Compensation Committee Terms of Reference, an Insider Trading and Reporting Policy, and a Disclosure and Confidentiality Policy.
Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"), the Corporation is required to disclose its corporate governance practices as summarized below.
Board of Directors
The Board of Directors is currently comprised of four members. All of these individuals are nominated for re-election at the Meeting. Mr. Mark Swartout, Mr. Arlen Grove and Mr. Kieran M.J. Downes are the current independent directors of the Corporation.
Mr. Jason Riley, the Chief Executive Officer and President of the Corporation, is a member of management and, as a result, not an independent director.
NI 58-101 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as "independent" directors. An "independent" director is a director who has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the board of directors, reasonably interfere with the exercise of a director's independent judgement. As disclosed above, the Board of Directors is comprised of a majority of independent directors. The independent judgment of the Board of Directors in carrying out its responsibilities is the responsibility of all directors. The Board of Directors of the Corporation facilitates independent supervision of management through meetings of the Board of Directors and through frequent informal discussions among independent members of the Board of Directors and management. In addition, the Board of Directors have free access to the Corporation's external auditors, legal counsel and to any of the Corporation's officers.
Directorships
The following directors of the Corporation are presently directors of other reporting issuers:
| Name | Name of Reporting Issuer | Name of Exchange or Market (if applicable) |
|---|---|---|
| Jason Riley | Phoenix Global Mining Ltd. | AIM London |
| Bessor Minerals Inc. | TSX Venture | |
| Kieran M.J. Downes | Kingsmen Resources Ltd. | TSX Venture |
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Orientation and Continuing Education
Each new director is given an outline of the nature of the Corporation’s business, its corporate strategy and current issues with the Corporation. New directors are also expected to meet with management of the Corporation to discuss and better understand the Corporation’s business and are advised by counsel to the Corporation of their legal obligations as directors of the Corporation. New directors are also given copies of the Corporation’s policies.
The introduction and education process will be reviewed on an annual basis by the Board of Directors and will be revised as necessary.
Ethical Business Conduct
The Board of Directors has considered adopting a written code of business conduct and ethics and has decided that it is not necessary to adopt such a code at the present time.
The Board of Directors has established a Whistle Blower Policy, which establishes the complaint procedure for concerns about any aspect of the Corporation’s activities and operations. The Corporation has also adopted on Insider Trading and Reporting Policy which establishes procedures for when insiders may trade securities of the Corporation. The Corporation has also adopted a Disclosure and Confidentiality Policy which establishes procedures for ensuring adequate disclosure and compliance with disclosure requirements as well as procedures for maintaining confidentiality.
The Board of Directors has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board of Directors in which the director has an interest have been sufficient to ensure that the Board of Directors operates independently of management and in the best interests of the Corporation.
Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as the directors of the Corporation also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the Business Corporations Act (British Columbia), as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke such a conflict.
Nomination of Directors
The Board of Directors have not appointed a nominating committee. The Board of Directors determine new nominees to the Board of Directors although no formal process has been adopted. The nominees are generally the result of recruitment efforts by the Board of Directors members including both formal and informal discussions among the Board of Directors members and officers.
Compensation
The Corporation has a Corporate Governance and Compensation Committee. See “EXECUTIVE COMPENSATION - Compensation Governance” above.
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Other Board of Directors Committees
The Corporation has no standing Committees at this time other than the Audit Committee and the Corporate Governance and Compensation Committee as discussed above.
Assessments
The Board of Directors have not implemented a formal process for assessing its effectiveness or the effectiveness of its individual members or its committees. As a result of the Corporation's size, its stage of development and the limited number of individuals on the Board of Directors, the Board of Directors consider a formal assessment process to be unnecessary at this time. The Board of Directors plans to continue evaluating its own effectiveness on an ad hoc basis.
PARTICULARS OF MATTERS TO BE ACTED UPON
To the knowledge of the Board of Directors of the Corporation, the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.
1. Financial Statements and Auditors’ Report
The Board of Directors of the Corporation has approved all of the information in the audited financial statements of the Corporation for the year ended December 31, 2024 and the report of the auditors thereon, and the unaudited financial statements of the Corporation for the interim period ended June 30, 2025, copies of which are available on SEDAR+.
2. Fix Number of Directors to be Elected at the Meeting
Shareholders of the Corporation will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors to be elected at the Meeting. In order to be effective, an ordinary resolution requires the approval of a majority of the votes cast by shareholders who vote in respect of the resolution.
At the Meeting, it will be proposed that four (4) directors be elected to hold office until the next annual general meeting or until their successors are elected or appointed. Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote in favour of the ordinary resolution fixing the number of directors to be elected at the Meeting at four (4).
3. Election of Directors
The Corporation currently has four (4) directors and all of these directors are being nominated for re-election at the Meeting. The following table sets forth the name of each of the persons proposed to be nominated for election as a director, all positions and offices in the Corporation presently held by such nominee, the nominee’s municipality of residence, principal occupation at the present and during the preceding five years, the period during which the nominee has served as a director, and the number and percentage of Common Shares of the Corporation that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Effective Date.
Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote for the election of the persons named in the following table to the Board of Directors. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held
by Management Designees will be voted for another nominee in their discretion unless the shareholder has specified in his form of proxy that his Common Shares are to be withheld from voting in the election of directors. Each director elected will hold office until the next annual general meeting of shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the by-laws of the Corporation or the provisions of the Business Corporations Act (British Columbia) to which the Corporation is subject.
| Name, Municipality of Residence, Office and Date Became a Director | Present Occupation and Positions Held During the Last Five Years | Number and Percentage of Common Shares Held or Controlled as at the Date of this Management Information Circular(1) |
|---|---|---|
| Jason Riley(2)(3) | ||
| Vancouver, BC | ||
| President, Chief Executive Officer | ||
| Director since September 11, 2013 | President and Chief Executive Officer of the Corporation since May 5, 2014; Executive Vice-President of the Corporation since September 11, 2013. Former President of Konnex Resources Inc., a private mining company, from January 2011 until Konnex was purchased by the Corporation on August 30, 2013. Founder and CEO of EVOS Media Inc. | 11,530,000(4) |
| (16.74%) | ||
| Mark Swartout (2)(3) | ||
| Lethbridge, AB | ||
| Director since April 15, 2015 | Businessman. Principal of Astro Insurance 1000 Inc. Mr. Swartout has been involved in the junior resource sector as an active investor in numerous private and public junior resource companies. | 3,319,175 |
| (4.82%) | ||
| Arlen Grove | ||
| Fortville, Indiana | ||
| Director since September 17, 2015 | President and owner of Helotes Petroleum LLC, a US based firm specializing in international and domestic prospect evaluation and project management since 2013. From April 2003 until October 2013, Vice President Exploration of Prime Natural Resources, a wholly owned subsidiary of Elliot Associates, a private hedge fund. | 50,000 |
| (0.07%) | ||
| Kieran M. J. Downes (2)(3) | ||
| Nanaimo, BC | ||
| Director since April 14, 2022 | Director of Kingsmen Resources Ltd. (TSX Venture) since June 6, 2023; Director of Bessor Minerals Inc. (TSX Venture) until May 1, 2025 and President and Chief Executive Officer of Bessor Minerals Inc. until July 28, 2022; Director of Zadar Ventures Ltd. (TSX Venture) from April 2013 to March 31, 2015; President, Chief Executive Officer and Director of Golden Peaks Resources Ltd. (TSX Venture) from September 1999 to March 2011; President, Chief Executive Officer and Director of Signet Minerals Inc., a junior mining exploration company (TSX Venture), from October 2005 until August 2007; Director of Marksmen Resources Ltd., a junior oil and gas company (TSX Venture), from 1997 to June 2007; Independent Consulting Geologist. | Nil |
Notes:
(1) The information as to shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective directors.
(2) Members of the Corporation's Audit Committee.
(3) Members of the Corporation's Corporate Governance and Compensation Committee.
(4) Includes 3,800,000 Common Shares held by EVOS Media Inc., a company wholly owned or controlled by Jason Riley.
Cease Trade Orders
No proposed director, within 10 years before the date of this Management Information Circular, has been a director, chief executive officer or chief financial officer of any company that:
(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an "Order") that was issued
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while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
Bankruptcies
No proposed director, within 10 years before the date of this Management Information Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
Personal Bankruptcies
No proposed director has, within 10 years before the date of this Management Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such proposed director.
Penalties and Sanctions
No proposed director has been subject to:
(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director,
other than a settlement agreement entered into before December 31, 2000 that would likely not be important to a reasonable securityholder in deciding whether to vote for a proposed director.
4. Appointment of Auditor
The shareholders of the Corporation will be asked to vote for the appointment of Dale Matheson Carr-Hilton LaBonte LLP as auditor of the Corporation. Unless directed otherwise by a proxy holder, or such authority is withheld, the Management Designees, if named as proxy, intend to vote the Common Shares represented by any such proxy in favour of a resolution appointing Dale Matheson Carr-Hilton LaBonte LLP, as auditor of the Corporation, to hold office until the close of the next annual general meeting of shareholders or until Dale Matheson Carr-Hilton LaBonte LLP is removed from office or resigns as provided by the Corporation's by-laws, and the Management Designees also intend to vote the Common Shares represented by any such proxy in favour of a resolution authorizing the Board of Directors to fix the compensation of the auditor. Dale Matheson Carr-Hilton LaBonte LLP has been the auditor of the Corporation since December 11, 2018.
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5. Re-Approval of Stock Option Plan
At the Meeting, shareholders of the Corporation will be asked to re-approve the Stock Option Plan. A copy of the Stock Option Plan is attached as Exhibit I to the Corporation’s Management Information Circular dated June 25, 2024, and filed on SEDAR+ at www.sedarplus.ca on June 28, 2024. The Stock Option Plan is incorporated herein by reference.
The significant terms of the Stock Option Plan are summarized as follows. The Stock Option Plan shall be administered by the Board of Directors of the Corporation, or if appointed, by a special committee of directors appointed from time to time by the Board of Directors. The aggregate number of Common Shares which may be reserved for issuance under the Stock Option Plan shall not exceed 10% of the Corporation’s issued and outstanding Common Shares. The number of Common Shares subject to an option to a participant shall be determined by the Board of Directors, but no participant shall be granted an option which exceeds the maximum number of shares permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The exercise price of the Common Shares covered by each option shall be determined by the Board of Directors, provided however, that the exercise price shall not be less than the price permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The maximum length any option shall be ten (10) years from the date the option is granted, provided that participant’s options expire ninety (90) days after a participant ceases to act for the Corporation, subject to extension at the discretion of the Board of Directors, except upon the death of a participant, in which case the participant’s estate shall have twelve (12) months in which to exercise the outstanding options. The Stock Option Plan includes a provision that should an option expiration date fall within a blackout period, the expiration date will automatically be extended for ten (10) business days following the end of the blackout period.
The Stock Option Plan is subject to the following limitations on grants and issuances:
(a) the number of Common Shares reserved for issuance to insiders (as a group) pursuant to all security based compensation granted to a participant at any point in time and during any 12 month period shall not exceed 10% of the issued and outstanding Common Shares;
(b) the number of Common Shares reserved for issuance to any one participant pursuant to all security based compensation granted to a participant during any 12 month period shall not exceed 5% of the issued and outstanding Common Shares;
(c) the number of Common Shares reserved for issuance to any one participant, who is a consultant, during any 12 month period shall not exceed 2% of the issued and outstanding Common Shares; and
(d) the number of Common Shares reserved for issuance to all participants who are engaged or employed in investor relations activities during any 12 month period shall not exceed in the aggregate 2% of the issued and outstanding Common Shares.
In addition, in accordance with Policy 4.4 of the TSX Venture Exchange (the “Exchange”), pursuant to the Stock Option Plan, amendments to any of the following provisions of the Stock Option Plan are subject to shareholder approval:
(a) persons eligible to be granted or issued options under the Stock Option Plan;
(b) the maximum number or percentage, as the case may be, of listed shares that may be issuable under the Stock Option Plan;
(c) the limits under the Stock Option Plan on the amount of options that may be granted or issued to any one person or any category of persons (such as, for example, insiders);
(d) the method for determining the exercise price of the options;
(e) the maximum term of the options;
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(f) the expiry and termination provisions applicable to the options, including the addition of a blackout period;
(g) the addition of a Cashless Exercise or Net Exercise (as those terms are defined in the policies of the Exchange) provision; and
(h) any method or formula for calculating prices, values or amounts under the Stock Option Plan that may result in a benefit to a participant, including but not limited to the formula for calculating the appreciation of a Stock Appreciation Right (as defined in the policies of the Exchange).
Policy 4.4 of the Exchange requires that rolling security based compensation plans must receive shareholder approval yearly, at an issuer’s annual general meeting. In accordance with Policy 4.4, the shareholders will be asked to consider and if thought fit, approve an ordinary resolution re-approving and adopting the Stock Option Plan as the Corporation’s stock option plan.
The text of the ordinary resolution which will be placed before the Meeting for the approval of the Stock Option Plan is as follows:
“BE IT RESOLVED as an ordinary resolution that:
- the stock option plan of the Corporation in substantially the form attached as Exhibit I to the Management Information Circular of the Corporation dated June 25, 2024 (the “Stock Option Plan”) be and is hereby ratified, approved and adopted as the stock option plan of the Corporation;
- the form of the Stock Option Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Corporation;
- the issued and outstanding stock options previously granted shall be continued under and governed by the Stock Option Plan;
- the shareholders of the Corporation hereby expressly authorize the Board of Directors to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard; and
- any one (or more) director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this ordinary resolution.”
Unless otherwise directed, it is the intention of the Management Designees to vote proxies in favour of the resolution approving the Stock Option Plan. In order to be effective, an ordinary resolution requires the approval of a majority of the votes cast by shareholders who vote in respect to the resolution.
OTHER BUSINESS
While there is no other business other than that business mentioned in the Notice of Meeting to be presented for action by the shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or adjournments thereof, in accordance with the discretion of the persons authorized to act thereunder.
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GENERAL
Unless otherwise directed, it is management’s intention to vote proxies in favour of the resolutions set forth herein. All special resolutions to be brought before the Meeting require, for the passing of the same, a two-thirds majority of the votes cast at the Meeting by the holders of Common Shares. All ordinary resolutions require, for the passing of the same, a simple majority of the votes cast at the Meeting by the holders of Common Shares. All approvals by disinterested shareholders require the approval of the shareholders not affected by, or interested in, the matter to be approved.
ADDITIONAL INFORMATION
Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.ca. Financial information of the Corporation’s most recently completed financial year is provided, or will be provided, in the Corporation’s comparative financial statements and management discussion and analysis available on SEDAR+. A shareholder may contact the Corporation at:
ExGen Resources Inc.
1240 – 1140 West Pender Street
Vancouver, British Columbia V6E 4G1
Attention: President
to obtain a copy of the Corporation’s most recent financial statements and management discussion and analysis without charge.
BOARD APPROVAL
The contents and the sending of this Management Information Circular have been approved by the Board of Directors of the Corporation.