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G Mining TZ Corp. — Remuneration Information 2020
May 12, 2020
47790_rns_2020-05-12_ac7ac944-060b-4b31-b0f4-d78cb0d21a2a.pdf
Remuneration Information
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KANADARIO GOLD INC. (the “Company”)
Form 51-102F6V
Statement of Executive Compensation For the Financial Year Ended October 31, 2019
The Company is a venture issuer and is disclosing its executive compensation in accordance with Form 51-102F6V to National Instrument 51-102 – Continuous Disclosure Obligations .
The following persons are considered the “ Named Executive Officers ” or “ NEOs ” for the purposes of this disclosure:
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(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a CEO;
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(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a CFO;
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(c) in respect of the Company and any subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year; and
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(d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.
DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION, EXCLUDING COMPENSATION SECURITIES
The following table provides a summary of compensation paid or accrued, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each Named Executive Officer and director of the Company during the Company’s two most recent financial years ended October 31, 2018 and 2019. The Company was incorporated on November 23, 2017, therefore, the information as at October 31, 2018, is for a financial year of less than 12 months.
| Table of compensation excluding | compensation securities | ||||||
| Salary,consulting fee,retainer or | Committee or | Value of | Value of allother | Total | |||
| Name and Position | Year | commission(1)($) | Bonus($) | meeting fees(2)($) | perquisites(3)($) | compensation($) | compensation($) |
| Dominic Verdejo,President,CEO and Director | 2019 | Nil | Nil | N/A | N/A | N/A | Nil |
| 2018 | Nil | Nil | N/A | N/A | N/A | Nil | |
| P. Joseph Meagher,CFO and Director | 2019 | Nil | Nil | N/A | N/A | N/A | Nil |
| 2018 | Nil | Nil | N/A | N/A | N/A | Nil | |
| Karly Oliver,Director | 2019 | Nil | Nil | N/A | N/A | N/A | Nil |
| 2018 | Nil | Nil | N/A | N/A | N/A | Nil | |
| Leigh HughesFormer Director(4) | 2019 | Nil | Nil | N/A | N/A | N/A | Nil |
(1) Paid or accrued salaries and/or consulting fees.
(2) There is no standard meeting fee or committee fee for attendance at Board meetings or for service on committees.
(3) The value of perquisites and benefits, if any, was less than $15,000.
(4) Mr. Hughes acted as director from March 29, 2019 to November 18, 2019.
INCENTIVE PLAN AWARDS
The following table sets out the compensation securities granted by the Company to the Named Executive Officers and directors of the Company during the Company’s most recent financial year ended October 31, 2019.
| Compensation Securities | Compensation Securities | Compensation Securities | |||||
|---|---|---|---|---|---|---|---|
| Name andposition | Type ofcompensationsecurity | Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass | Date of Issue orgrant | Issue,conver-sion orexerciseprice($) | Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($) | Closingprice ofsecurity orunderlyingsecurity atyear end($) | Expiry date |
| Dominic VerdejoCEO, Presidentand Director | Stock Option(1) | 100,000100,0000.79% | May 7, 2019 | 0.15 | N/A(2) | 0.19 | May 7, 2024 |
| P. JosephMeagherCFO and Director | Stock Option(3) | 200,000200,0001.58% | May 7, 2019 | 0.15 | N/A(2) | 0.19 | May 7, 2024 |
| Karly OliverDirector | Stock Option(4) | 100,000100,0000.79% | May 7, 2019 | 0.15 | N/A(2) | 0.19 | May 7, 2024 |
| Leigh HughesFormer Director | Stock Option(5) | 100,000100,0000.79% | May 7, 2019 | 0.15 | N/A(2) | 0.19 | Dec 17,2019(6) |
(1) As at October 31, 2019, the end of the financial year, Mr. Verdejo held stock options to purchase a total of 100,000 common shares.
(2) Shares of the Company were not yet listed for trading on October 31, 2019, the end of the financial.
(3) As at October 31, 2019, Mr. Meagher held stock options to purchase a total of 200,000 common shares.
(4) As at October 31, 2019, Ms. Oliver held stock options to purchase a total of 100,000 common shares.
(5) As at October 31, 2019, Mr. Hughes held stock options to purchase a total of 100,000 common shares.
(6) Options expired one month after the date Mr. Hughes resigned as director.
No compensation securities were exercised by the Named Executive Officers or directors during the most recent financial year ended October 31, 2019.
STOCK OPTIONS PLANS AND OTHER INCENTIVE PLANS
The Company has in place a stock option plan, the details of which are disclosed in the Company’s Information Circular dated November 19, 2019 and filed under the Company’s profile on SEDAR at www.sedar.com. The Company does not have any other incentive plans in place.
EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS
None of the Named Executive Officers or directors of the Company entered into any employment, consulting or management agreements with the Company during the financial year ended October 31, 2019, nor were any outstanding as of that date. The Named Executive Officers and directors who received compensation did so under verbal agreements with the Company.
OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION
The Board determines director and Named Executive Officer compensation from time to time.
The Company does not have a formal compensation policy. The main objectives the Company hopes to achieve through its compensation are to attract and retain executives critical to the Company’s success, who will be key in
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helping the Company achieve its corporate objectives and increase shareholder value. The Company looks at industry standards and the economic position of the Company when compensating directors and Named Executive Officers.
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