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Group Eleven Resources Corp. Remuneration Information 2026

May 16, 2026

47455_rns_2026-05-15_ae6eba6f-a19f-4758-9a3b-2a5db11a5e67.pdf

Remuneration Information

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GROUP ELEVEN RESOURCES CORP.

Form 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION

The following disclosure sets forth the compensation paid, awarded, granted, given or otherwise provided to each named executive officer and director for the two most recently completed financial years.

"Named Executive Officer" (or "NEO") means each of the following individuals:

(a) the CEO;
(b) the CFO;
(c) the most highly compensated executive officer of the Company, including any of its subsidiaries, or the most highly compensated individual acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity.

For the financial year ending December 31, 2025, the Company had the following Named Executive Officers: Bart Jaworski, CEO, Jeannine Webb, former CFO, Jasmine Lau, CFO, and David Furlong, Chief Operating Officer.

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company:

Name and Position Fiscal Year Ended Salary, Consulting Fee, Retainer or Commission ($) Bonus ($) Committee or Meeting Fees ($) Value of Perquisites ($) Value of all other Compensation ($) Total Compensation ($)
Bart Jaworski 2025 372,833(8) 75,000 Nil Nil Nil 447,833
CEO and a Director 2024 223,024 Nil Nil Nil Nil 223,024

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Name and Position Fiscal Year Ended Salary, Consulting Fee, Retainer or Commission ($) Bonus ($) Committee or Meeting Fees ($) Value of Perquisites ($) Value of all other Compensation ($) Total Compensation ($)
Jeannine Webb^{(1)} 2025 40,000 Nil Nil Nil Nil 40,000
Former CFO 2024 96,000 Nil Nil Nil Nil 96,000
Jasmine Lau^{(2)} 2025 53,500 Nil Nil Nil Nil 53,500
CFO 2024 N/A N/A N/A N/A N/A N/A
David Furlong 2025 243,162 Nil Nil Nil Nil 243,162
Chief Operating Officer 2024 178,904 Nil Nil Nil Nil 178,904
Alessandro Bitelli 2025 Nil Nil 20,000^{(9)} Nil Nil 20,000
Director 2024 Nil Nil 20,000^{(10)} Nil Nil 20,000
Brendan Cahill 2025 Nil Nil 20,000^{(9)} Nil Nil 20,000
Director 2024 Nil Nil 20,000^{(10)} Nil Nil 20,000
Daniel MacInnis 2025 Nil Nil 20,000^{(9)} Nil Nil 20,000
Director 2024 Nil Nil 20,000^{(10)} Nil Nil 20,000
Michael Gentile^{(3)} 2025 Nil Nil Nil Nil Nil Nil
Director 2024 Nil 120,000^{(10)} Nil Nil Nil 120,000
Franz Bollman^{(4)} 2025 Nil Nil Nil Nil Nil Nil
Director 2024 N/A N/A N/A N/A N/A N/A
Ken Klassen^{(5)} 2025 N/A N/A N/A N/A N/A N/A
Former Director 2024 Nil Nil Nil Nil Nil Nil
Gatlin Smeijers^{(6)(7)} 2025 Nil Nil Nil Nil Nil Nil
Former Director 2024 Nil Nil Nil Nil Nil Nil

(1) Ms. Webb resigned as CFO of the Company on May 30, 2025.
(2) Ms. Lau was appointed as CFO of the Company on May 31, 2025.
(3) Mr. Gentile was appointed a director of the Company on November 4, 2024.
(4) Mr. Bollman was appointed a director of the Company on March 31, 2025.
(5) Mr. Klassen ceased to be a director of the Company on October 8, 2024.
(6) Mr. Smeijers was appointed a director of the Company on October 8, 2024.
(7) Mr. Smeijers ceased to be a director of the Company on March 31, 2025.
(8) Included in Mr. Jaworski's 2025 compensation is €151,800 salary, €11,385 pension contribution and €73,054 in arrears pension contributions (pertaining to years 2017 to 2024), which will be paid out in quarterly installments in 2026.
(9) On December 17, 2025, each non-executive director's fees were settled by way of issuance of 31,746 Deferred Share Units at $0.63 each in respect of services provided during the year ended December 31, 2024.
(10) On November 1, 2024, each non-executive director's fees other than Mr. Klassen were settled by way of issuance of 100,000 Deferred Share Units at $0.20 each in respect of services provided during the year ended December 31, 2023.
(11) On December 18, 2024, Mr. Gentile received a one-time signing bonus in the amount of $120,000.

Stock Options and Other Compensation Securities

The following table sets out information concerning all compensation securities granted or issued to each director and NEO by the Company in the financial year ended December 31, 2025, 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 Number of compensation securities, number of underlying securities, and percentage of class 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
Bart Jaworski^{(1)}
CEO, Director Stock Options 450,000
7.0% December 17, 2025 $0.63 $0.63 $0.74 December 17, 2030

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Compensation Securities
Name and position Type of compensation security Number of compensation securities, number of underlying securities, and percentage of class 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
Jasmine Lau^{(2)}CFO Stock Options 200,000
3.1% December 17, 2025 $0.63 $0.63 $0.74 December 17, 2030
David Furlong^{(3)}Chief Operating Officer Stock Options 300,000
4.7% December 17, 2025 $0.63 $0.63 $0.74 December 17, 2030
Alessandro Bitelli^{(4)}Director Stock Options
Deferred Share Units 150,000
2.3%
31,746
0.8% December 17, 2025 $0.63
$0.63 $0.63
$0.63 $0.74
$0.74 December 17, 2030
N/A
Brendan Cahill^{(5)}Director Stock Options
Deferred Share Units 150,000
2.3%
31,746
0.8% December 17, 2025 $0.63
$0.63 $0.63
$0.63 $0.74
$0.74 December 17, 2030
N/A
Daniel MacInnis^{(6)}Director Stock Options
Deferred Share Units 150,000
2.3%
31,746
0.8% December 17, 2025 $0.63
$0.63 $0.63
$0.63 $0.74
$0.74 December 17, 2030
N/A
Michael Gentile^{(8)}Director Stock Options 150,000
2.3% December 17, 2025 $0.63 $0.63 $0.74 December 17, 2030

(1) As at December 31, 2025, Mr. Jaworski held an aggregate of 1,350,000 stock options, of which 300,000 stock options are exercisable at $0.10 per Common Share until expiry on September 13, 2027, 300,000 stock options are exercisable at $0.11 per Common Share until expiry on October 13, 2028, and 300,000 stock options are exercisable at $0.19 per Common Share until expiry on November 1, 2029, and 450,000 stock options are exercisable at $0.63 per Common Share until expiry on December 17, 2030.

(2) Granted to Red Fern Consulting Ltd., a company in which Jasmine Lau is an associate. As at December 31, 2025, Red Fern Consulting Ltd. held an aggregate of 200,000 stock options are exercisable at $0.63 per Common Share until expiry on December 17, 2030.

(3) As at December 31, 2025, Mr. Furlong held an aggregate of 900,000 stock options, of which 200,000 stock options are exercisable at $0.10 per Common Share until expiry on September 13, 2027, 200,000 stock options are exercisable at $0.11 per Common Share until expiry on October 13, 2028, 200,000 stock options are exercisable at $0.19 per Common Share until expiry on November 1, 2029, and 300,000 stock options are exercisable at $0.63 per Common Share until expiry on December 17, 2030.

(4) As at December 31, 2025, Mr. Bitelli held an aggregate of 600,000 stock options, of which 150,000 stock options are exercisable at $0.10 per Common Share until expiry on September 13, 2027, 150,000 stock options are exercisable at $0.11 per Common Share until expiry on October 13, 2028, 150,000 stock options are exercisable at $0.19 per Common Share until expiry on November 1, 2029, and 150,000 stock options are exercisable at $0.63 per Common Share until expiry on December 17, 2030; and 1,292,063 deferred share units. The deferred share units received on November 1, 2024 were received in settlement of directorship services provided during the year ended December 31, 2023 and the deferred share units received on December 17, 2025 were received in settlement of directorship services provided during the year ended December 31, 2024.

(5) As at December 31, 2025, Mr. Cahill held an aggregate of 600,000 stock options, of which 150,000 stock options are exercisable at $0.10 per Common Share until expiry on September 13, 2027, 150,000 stock options are exercisable at $0.11 per Common Share until expiry on October 13, 2028, 150,000 stock options are exercisable at $0.19 per Common Share until expiry on November 1, 2029, and 150,000 stock options are exercisable at $0.63 per Common Share until expiry on December 17, 2030; and 1,292,063 deferred share units. The deferred share units received on November 1, 2024 were received in settlement of directorship services provided during the year ended December 31, 2023 and the deferred share units received on December 17, 2025 were received in settlement of directorship services provided during the year ended December 31, 2024.

(6) As at December 31, 2025, Mr. MacInnis held an aggregate of 600,000 stock options, of which 150,000 stock options are exercisable at $0.10 per Common Share until expiry on September 13, 2027, 150,000 stock options are exercisable at $0.11 per Common Share until expiry on October 13, 2028, 150,000 stock options are exercisable at $0.19 per Common Share until expiry on November 1, 2029, and 150,000 stock options are exercisable at $0.63 per Common Share until expiry on December 17, 2030; and 1,292,063 deferred share units. The deferred share units received on November 1, 2024 were received in settlement of directorship services provided during the year ended December 31, 2023 and the deferred share units received on December 17, 2025 were received in settlement of directorship services provided during the year ended December 31, 2024.

(7) As at December 31, 2025, Mr. Gentile held an aggregate of 300,000 stock options, of which 150,000 stock options are exercisable at $0.19 per Common Share until expiry on November 4, 2029 and 150,000 stock options are exercisable at $0.63 per Common Share until expiry on December 17, 2030.

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Exercise Compensation Securities by Directors and Named Executive Officers

The following table sets out information concerning each exercise by a director or an NEO of compensation securities during the financial year ended December 31, 2025.

Exercise of Compensation Securities by Directors and NEOs
Name and position Type of compensation security Number of underlying securities exercised Exercise price per security ($) Date of exercise Closing price per security on date of exercise ($) Difference between exercise price and closing price on date of exercise ($) Total value on exercise date ($)
Bart Jaworski
CEO, Director Stock Options 150,000 $0.09 May 23, 2025 $0.295 $0.205 $30,750
Stock Options 150,000 $0.09 September 25, 2025 $0.385 $0.295 $44,250
Jeannine Webb
CFO Stock Options 200,000 $0.10 April 7, 2025 $0.16 $0.06 $12,000
Stock Options 133,333 $0.11 June 13, 2025 $0.42 $0.31 $41,333
Stock Options 66,667 $0.19 June 24, 2025 $0.335 $0.145 $9,667
David Furlong
Chief Operating Officer Stock Options 150,000 $0.09 June 2, 2025 $0.37 $0.28 $42,000
Alessandro Bitelli
Director Stock Options 150,000 $0.09 September 16, 2025 $0.36 $0.27 $40,500
Brendan Cahill
Director Stock Options 150,000 $0.09 September 29, 2025 $0.385 $0.295 $44,250
Daniel MacInnis
Director Stock Options 150,000 $0.09 October 1, 2025 $0.38 $0.29 $43,500

Stock Plans and other Incentive Plans

10% Rolling Share Option Plan

The Company's current stock option plan (the "Plan") is a "rolling" share option plan, whereby the aggregate number of Shares reserved for issuance, together with any other Shares reserved for issuance under any other plan or agreement of the Company, shall not exceed ten (10%) percent of the total number of issued Shares (calculated on a non-diluted basis) at the time an option is granted. The Plan provides that the Board may, from time to time, in its discretion, grant to directors, officers, employees, consultants and other personnel of the Company and its subsidiaries or affiliates, options to purchase shares of the Company. As at December 31, 2025, there were 6,420,000 options outstanding under the Plan. The Plan was last approved by the shareholders of the Company on July 22, 2024.

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Deferred Share Unit Plan

The Board adopted a deferred share unit plan (the "DSU Plan") effective as of January 1, 2018. The purpose of the DSU Plan is to promote the alignment of interests between the directors and Shareholders while enabling directors to participate in the long-term success of the Company through the grant of DSUs. Upon vesting, each DSU awarded entitles the DSU holder to receive, subject to adjustment as provided for in the DSU Plan, the issuance of either Common Shares or the equivalent of a lump sum cash payment at the option of the Company. For the purposes of the DSU Plan, the value of the DSU on the Settlement Date is the market price, being the volume-weighted average price of the Common Shares on the TSX for the five trading days immediately preceding such Settlement Date, but if the Common Shares did not trade on such trading days, the market price shall be average of the bid and ask prices in respect of the Common Shares at the close of trading on such trading day. As at December 31, 2025, there were 3,876,188 DSUs outstanding under the Plan.

Restricted Share Unit Plan

The Board adopted a restricted share unit plan (the "RSU Plan") effective as of July 2, 2019. The Board decided that it is desirable to have a wide range of incentive plans including the RSU Plan in place to attract, retain and motivate employees, directors and consultants of the Company. The RSU Plan is subject to the receipt of the requisite approvals of the TSX-V and the Shareholders. As at December 31, 2025, there were no RSU's outstanding under the Plan.

Employment, Consulting and Management Agreements

Except as set out below, the Company does not have any contract, agreement, plan, or arrangement, that provides for payments to the NEOs at, following, or in connection with any termination (whether voluntary, involuntary, or constructive), resignation, retirement, a change in control of the Company or a change in a director or NEO's responsibilities.

The Company has an employment agreement in place with its Chief Executive Officer, Chief Operating Officer ("COO"), and a consulting agreement in place for the Chief Financial Officer (collectively, the "Management Agreements" and individually a "Management Agreement"). The Management Agreements provide for base salary or fee, discretionary bonuses and stock option awards, as approved by the Board, paid vacation and enrolment in the Company's benefits plan as applicable, which benefits are generally available to all employees of the Company and provide payment on termination without just cause as described below.

Termination and Change of Control Benefits

The Management Agreements provide certain payments to each NEO as well as the COO (together, the "Officers") in the event his or her services are terminated by the Company without cause. No amounts except accrued services up to the date of the termination are payable in the event the Officers are terminated for cause or resigns voluntarily.

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Each Management Agreement provides that:

a) the Officers may terminate their engagement with the Company upon three months’ written notice to the Company; and
b) the Company may terminate its engagement with the Officers upon delivery of three months’ written notice to the respective party; and
c) if the Officers are terminated other than “for cause”, the Company is required to pay to the respective party a severance amount equal to 24 months salary (Jaworski) and, 12 months fees (Furlong) based on the current approved retainer amounts plus any bonuses that are payable as well as full vesting of any outstanding options.
d) Termination payments that would have been payable to each of the Officers had his or her services been terminated without cause on December 31, 2025 are as follows:

  • Jaworski – €303,600
  • Lau – $nil
  • Furlong - € 113,850

Oversight and Description of Director and NEO Compensation

The Governance Committee assists the Board in fulfilling its obligations relating to compensation issues. The Governance Committee acts alone when considering the compensation of the CEO. The proposed executive compensation is then presented to the Board for approval. The Governance Committee also makes recommendations to the Board respecting the Company’s incentive compensation plans, including administration of the Share Option Plan, DSU Plan and RSU Plan and must discharge all responsibilities imposed on the Governance Committee by the Company’s incentive compensation plans. It has the responsibilities of 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 to the Board, and evaluating the performance of officers generally and in light of annual goals and objectives.

Furthermore, the Governance Committee may, at the request of the Board, review, approve and/or monitor compensation programs and strategies applicable to senior management, and review the corporate succession and development plans of the Company at the executive level. It reviews the compensation of senior management on a semi-annual basis and keeps current with developments in executive compensation for companies engaged in similar industries or that are of a similar size. The Governance Committee also reviews and approves any proposed severance termination payments to be made and prepares and issues all evaluations and reports under applicable law.

The compensation program for senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including alignment with Shareholders’ interests, attracting and retaining highly qualified management, stewardship of existing capital resources, and focusing on linking compensation with achieving business objectives and financial results. To meet these objectives, the Board has focused primarily on stock-based compensation to ensure long term alignment of senior management and allow for the focused use of existing funds on exploration at the Company’s properties.

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Pension Plan Benefits

Mr. Jaworski receives a pension benefit of 7.5% of his gross salary. For 2025, this amounted to $17,968 (€11,385). In 2025, the Company also accrued $115,294 (€73,054) in arrears pension contributions (pertaining to years 2017 to 2024) owing to Mr. Jaworski.

Mr. Furlong receives a pension benefit of 7.5% of his gross salary. For 2025, this amounted to $13,484 (€8,544).

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