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Light AI Inc. Remuneration Information 2026
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Remuneration Information
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Statement of Executive Compensation
1. Introduction
This Statement of Executive Compensation (“Statement”) is provided by Light AI Inc. (the “Company”), a non-venture issuer, in accordance with the requirements set forth in Form 51-102F6 under National Instrument 51-102 – Continuous Disclosure Obligations. The purpose of this Statement is to disclose all compensation awarded to, earned by, paid to, or payable to the Company’s executive officers and directors for the fiscal year ended December 31, 2025.
NEO or “named executive officer” means each of the following individuals:
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;
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;
c. in respect of the company and its 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, for that financial year;
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.
During fiscal year ended December 31, 2025, based on the definition above, the NEOs of the Company were:
- Peter Whitehead, CEO
- Thomas P. Scarnecchia, COO
- Darren Tindale, former CFO and Corporate Secretary
- George Reznik, CFO and Corporate Secretary
- Anthony Schaller, President and CTO
- Steve Rebiffe, Director of Design and Integration
The Directors of the Company who were not NEOs during the financial year ended December 31, 2025 were Emmanuel Blin, Mark Attanasio, Hugh C. Cleland, Steven J. Semmelmayer, Robert Cartagena and Mario Vetro.
The Company is authorized to issue an unlimited number of Common Shares without par value, each carrying the right to one vote. The Common Shares are listed on the CBOE Canada Inc. under stock symbol “ALGO”.
2. Compensation Discussion and Analysis
2.1 Compensation Discussion and Analysis.
The Compensation Committee of the Board of Directors (the “Board”) is responsible for developing the Company’s executive compensation philosophy and practices. The primary objectives of the compensation
program are to attract and retain qualified executive talent, motivate executives to achieve the Company's strategic objectives, and align the interests of executives with those of shareholders.
Executive compensation is structured to reflect a balance between fixed and variable components, including base salary, long-term equity-based incentives, and other benefits. The Compensation Committee reviews compensation annually, considering factors such as individual and corporate performance, market benchmarks, and the Company's financial condition.
2.2 Share-based and option-based awards.
The Compensation Committee set the remuneration of executive officers and grants share-based and option-based awards based on management recommendation and taking into consideration previous share-based awards.
2.3 Compensation governance
The Company has established a compensation committee comprised of three independent members, Steve Semmelmayer, Emmanuel Blin and Mark Attanasio. All three members are experienced professionals who understand executive compensation and incentives. The Committee makes recommendations to the Board.
3. Summary Compensation Table
3.1 Summary compensation table:
| Name and principal position | Year | Salary ($) | Share-based awards ($) | Option-based awards ($) | Non-equity incentive plan compensations ($) | Pension Value | All other compensation ($) | Total compensation ($) | |
|---|---|---|---|---|---|---|---|---|---|
| Annual Incentive plans | Long-term incentive plans | ||||||||
| Peter Whitehead(1)(6)Chief Executive Officer and Director | 2025 | ||||||||
| 2024 | |||||||||
| 2023 | $489,176 | ||||||||
| $20,949 | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | 662,600(8)(10) | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | $1,151,775 | ||||||||
| $20,949 | |||||||||
| Nil | |||||||||
| Thomas P. Scarnecchia(1)(4)former Chief Operating Officer | 2025 | ||||||||
| 2024 | |||||||||
| 2023 | $316,325 | ||||||||
| $17,991 | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | $165,650(9)(10) | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | $165,650 | ||||||||
| $17,991 | |||||||||
| Nil | |||||||||
| Darren Tindale(1)(3)former Chief Financial Officer and Corporate Secretary | 2025 | ||||||||
| 2024 | |||||||||
| 2023 | $12,000 | ||||||||
| $6,000 | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| $16,000 | |||||||||
| Nil | |||||||||
| George Reznik(5)Chief Financial Officer and Corporate Secretary | 2025 | ||||||||
| 2024 | |||||||||
| 2023 | $357,564 | ||||||||
| $Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | $662,600(8)(10) | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | $1,020,064 | ||||||||
| Nil | |||||||||
| Nil | |||||||||
| Steve Rebiffe(2), Director of Design and Integration | 2025 | ||||||||
| 2024 | |||||||||
| 2023 | $180,000 | ||||||||
| $6,411 | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | $165,650(9)(10) | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | Nil | ||||||||
| Nil | |||||||||
| Nil | $345,650 | ||||||||
| Nil | |||||||||
| Nil |
| Name and principal position | Year | Salary ($) | Share-based awards ($) | Option-based awards ($) | Non-equity incentive plan compensations ($) | Pension Value | All other compensation ($) | Total compensation ($) | |
|---|---|---|---|---|---|---|---|---|---|
| Annual Incentive plans | Long-term incentive plans | ||||||||
| Anthony Schaller(7), former President and Chief Technology Officer | 2025 | $573,552 | Nil | Nil | Nil | Nil | Nil | $573,552 | |
| 2024 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | ||
| 2023 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Notes:
(1) Peter Whitehead, Thomas P. Scarnecchia and Darren Tindale were appointed as officers on December 13, 2024.
(2) Steve Rebiffe was engaged as Director of Design and Integration as of December 13, 2024.
(3) Darren Tindale resigned on January 27, 2025.
(4) Thomas Scarnecchia resigned on September 4, 2025.
(5) George Reznik was appointed as Chief Financial Officer and Corporate Secretary on January 27, 2025.
(6) Peter Whitehead earned a salary of $350,000 US Dollars in 2025. His salary is paid on a semi-monthly basis in Canadian Dollars at the prevailing rate. On January 19, 2026 he resigned as CEO of Light AI Inc., continued as CEO of subsidiary, Light Technologies Inc., and was appointed Chief Innovation Officer of Light AI Inc. No portion of his compensation is related to his director role.
(7) Anthony Schaller was appointed as President and CTO on April 1, 2025 and resigned on November 30, 2025.
(8) On January 15, 2025, the Company granted 1,000,000 stock options that vest quarterly with a ten-year term having an exercise price of $0.70 and expiring on January 15, 2035. These stock options were approved by the Company's shareholders at its annual general meeting on September 4, 2025. The fair value of the stock options was $662,600 with $434,437 recorded as share-based compensation expense during the year ended December 31, 2025.
(9) On January 15, 2025, the Company granted 250,000 stock options that vest quarterly with a ten-year term having an exercise price of $0.70 and expiring on January 15, 2035. These stock options were approved by the Company's shareholders at its annual general meeting on September 4, 2025. The fair value of the stock options was $165,650 with $108,609 recorded as share-based compensation expense during the year ended December 31, 2025.
(10) The Company values its share-based payments in accordance with IFRS 2 Share based payments. The fair value of option-based awards was estimated using the Black-Scholes pricing model under the assumptions of risk-free interest rate of 3.45%, expected life of 10 years, volatility of 120% and future dividends of Nil.
On December 13, 2024, the Company completed a business combination by way of three-cornered amalgamation to acquire all the issued and outstanding shares for former private company, Light AI Inc. Salary paid to NEO's prior to this date is not included in the table as it was not paid by the Company.
4. Incentive Plan Awards
4.1 Outstanding share-based awards and option-based awards
The following table discloses the particulars of the outstanding option-based awards to the NEOs pursuant to the Option Plan as at financial year ended December 31, 2025.
| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Option-based Awards | Share-based Awards | ||||||
| Name | Number of securities underlying unexercised options | Option exercise price ($) | Option expiration date | Value of unexercised in-the-money options ($) | Number of shares or units of shares that have not vested | Market or payout value of share-based awards that have not vested ($) | Market or payout value of vested share-based awards not paid out or distributed ($) |
| Peter Whitehead(1)Chief Executive Officer | 1,556,000 | ||||||
| 1,000,000(4) | $0.36 | ||||||
| $0.70 | July 1, 2028 | ||||||
| January 15, 2035 | N/A | ||||||
| N/A | Nil | ||||||
| 680,366 | Nil | Nil | |||||
| George Reznik(2), Chief Financial Officer and Secretary | 1,000,000(4) | $0.70 | January 15, 2035 | N/A | 680,366 | Nil | Nil |
| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Option-based Awards | Share-based Awards | ||||||
| Name | Number of securities underlying unexercised options | Option exercise price ($) | Option expiration date | Value of unexercised in-the-money options ($) | Number of shares or units of shares that have not vested | Market or payout value of share-based awards that have not vested ($) | Market or payout value of vested share-based awards not paid out or distributed ($) |
| Steven Rebiffe(3), Director of Design and Integration | 486,250 | ||||||
| 250,000(4) | $0.36 | ||||||
| $0.70 | July 1, 2028 | ||||||
| January 15, 2035 | N/A | ||||||
| N/A | Nil | ||||||
| 170,091 | Nil | Nil | |||||
| Thomas P. Scarnecchia(5) | |||||||
| Chief Operating Officer | 250,000 | $0.70 | January 15, 2035 | N/A | 170,091 | Nil | Nil |
Notes:
(1) Peter Whitehead was appointed as officer on December 13, 2024.
(2) George Reznik was appointed as Chief Financial Officer and Corporate Secretary on January 27, 2025 and subsequently resigned on January 26, 2026.
(3) Steve Rebiffe was engaged as Director of Design and Integration as of December 13, 2024.
(4) Options granted during the year ended December 31, 2025.
(5) Thomas Scarnecchia resigned on September 4, 2025.
Incentive Plan Awards – Value Vested or Earned During the Year - NEOs
The following table sets our equity compensation plan information as at the end of the financial year ended December 31, 2025 for each NEO.
| Name | Option-based awards – Value vested during the year ($) | Share-based awards – Value vested during the year ($) | Non-equity incentive plan compensation – Value earned during the year |
|---|---|---|---|
| Peter Whitehead | |||
| Chief Executive Officer | Nil | Nil | Nil |
| George Reznik, Chief Financial Officer and Secretary | Nil | Nil | Nil |
| Steven Rebiffe, Director of Design and Integration | Nil | Nil | Nil |
| Thomas P. Scarnecchia | |||
| Chief Operating Officer | Nil | Nil | Nil |
4.1 Performance Graph
The following performance graph illustrates the cumulative total shareholder return on the Company's Common Shares compared to the S&P/TSX Composite Index for the five most recently completed financial years. The graph assumes an initial investment of $100 on January 1, 2021.
On December 13, 2024, the Company completed a business combination by way of three-cornered amalgamation to acquire all the issued and outstanding shares for former private company, Light AI Inc. On January 8, 2025 the Company commenced trading under the symbol ALGO as Light AI Inc. after completing a business combination with a previous capital pool company, Mojave Brands Inc.
As the Company is currently a development stage company, and its operations are not reflected in the performance chart prior to January 8, 2025, the Compensation Committee does not yet consider this performance when evaluating executive compensation. The share-based compensation plan incentivizes executives, directors, employees, and contractors, aligning their interests with those of shareholders.
On December 13, 2024, and amended on July 23, 2025, and approved by the shareholders on September 4, 2025, the Company adopted an Omnibus Plan that primarily allows for a variety of equity-based awards that provide the Company with the ability to grant different types of incentives to its directors, executive officers, employees and consultants, including Options, Restricted Share Units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs"), collectively referred to as "Awards".
Purpose
The purpose of the Omnibus Plan is to attract, retain and motivate persons of experience and leadership as directors, officers, employees and consultants of the Company and its subsidiaries, (ii) to advance the long-term interests of the Company by providing such persons with the opportunity and incentive, through equity-based compensation, to acquire an ownership interest in the Company, and (iii) to promote a greater alignment of interests between such persons and shareholders of the Company.
The Omnibus Plan provides flexibility to the Company to grant equity-based incentive awards in the form of Options, RSUs, PSUs and DSUs.
Shares Subject to the Omnibus Plan
Subject to adjustment provisions, the aggregate number of Common Shares (“Shares”) to be reserved and set aside for issue upon the exercise or redemption and settlement for all awards granted under this Omnibus Plan, together with all other established security-based compensation arrangements of the Company is equal to 20% of the issued and outstanding Common Shares from time to time.
Administration of the Omnibus Plan
The Omnibus Plan is administered by the Board. The Board may delegate to any director, officer or employee of the Company, including but not limited to a committee of the Board, such of the Board’s duties and powers relating to the Omnibus Plan as the Board may see fit, subject to applicable law. The Board determines the time or times at which awards may be granted, the eligible persons who should be granted awards, the number of awards, the term of awards and vesting criteria, whether restrictions or limitations are to be imposed on the Common Shares issuable pursuant to grants of any award, if any awards, Common Shares or cash entitlement underlying any awards shall be subject to the Company’s claw back policy and prescribe the form of the instruments relating to the grant, exercise and other terms of awards.
In addition, the Board can establish policies and adopt rules and regulations for carrying out the purposes, provisions and administration of the Omnibus Plan and amend or revoke such policies, rules and regulations.
Eligibility
All directors, officers, employees or consultants of the Company or any subsidiary of the Company are eligible to participate in the Omnibus Plan.
Types of Awards
Awards of Options, RSUs, PSUs and DSUs may be made under the Omnibus Plan. The awards are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Board, in its sole discretion, subject to such limitations provided in the Omnibus Plan, and are generally evidenced by an award agreement. In addition, subject to the limitations provided in the Omnibus Plan and in accordance with applicable law, directors of the Company may accelerate or defer the vesting or payment of awards or cancel outstanding awards.
Options
Options entitle the holders thereof to purchase Common Shares. Options may be granted to eligible persons at such time or times as shall be determined by the Board by resolution. The grant date of an Option for purposes of the Omnibus Plan is the date on which the Option is awarded by the Board, or such later date determined by the Board. Options may be exercised only to the extent vested.
As of December 31, 2025, 10,805,475 options were outstanding under the Omnibus Plan.
Preferred Share Units
The value of a PSU on any particular date shall be equal to the market price of one Share, and that represents the right to receive cash and/or Common Shares equal to the market price of one Share on settlement of the PSU. The Board determines the time or times when PSUs may be granted to eligible persons. The grant date of a PSU is the date on which the PSU is awarded by the Board, or such later date determined by the Board. PSUs shall be evidenced by a PSU award agreement which state the number of PSUs to be awarded, the performance cycle for each PSU, the performance criteria, whether and to what extent dividend equivalents will be credited to a PSU account and whether PSUs shall be satisfied in cash only or Common Shares only. Unless otherwise provided in the participant’s service agreement, PSU award agreement or determined by the Board, PSUs shall vest and shall be settled as at the date at the end of the performance cycle.
The PSUs may be settled by delivery by the participant to the Company of a notice of settlement, substantially in the form prescribed by the Company from time to time, acknowledged by the Company. On settlement, the Company shall, for each vested PSU being settled, deliver to the participant a cash payment equal to the market price of one Share as of the PSU vesting date, one Share, or any combination of cash and Common Shares equal to the market price of one Share as of the PSU vesting date, in the sole discretion of the Board.
At December 31, 2025 there are no PSUs outstanding.
Restricted Share Units
The value of a RSU on any particular date shall be equal to the market price of one Share, and that represents the right to receive cash and/or Common Shares equal to the market price of one Share on settlement. The Board determines the time or times when RSUs may be granted to eligible persons. The grant date of a RSU will be the date on which the RSU is awarded by the Board, or such later date determined by the Board. On settlement, the Company shall, for each vested RSU being settled, deliver to the participant a cash payment equal to the market price of one Share as of the RSU vesting date, one Share, or any combination of cash and Common Shares equal to the market price of one Share as of the RSU vesting date. A participant may elect to defer the date of settlement following the RSU vesting date by providing written notice to the Company of the deferred settlement dates not later than five days prior to the RSU vesting date.
At December 31, 2025 there are no RSUs outstanding.
Deferred Share Units
The value of a DSU on any particular date shall be equal to the market price of one Share, and that represents the right to receive cash and/or Common Shares equal to the market price of one Share on settlement. DSUs may be granted to eligible persons at such time or times as shall be determined by the Board. DSUs can be discretionary or mandatory. As it pertains to discretionary DSUs, the grant date of a DSU for purposes of the Omnibus Plan will be the date on which the DSU is awarded by the Board, or such later date determined by the Board. As it pertains to mandatory or elective DSUs, on fixed dates determined by the Board, the Board may require a participant who is eligible to receive DSUs to defer or may permit such a participant to elect to defer, receipt of all or a portion of the following amounts payable by the Company or any subsidiary of the Company (the "Deferred Annual Amount"):
a) Director's Retainer – in the case of a member of the Board who is not an officer or employee of the Company, an amount equal to all or a portion of their annual director's retainer payable on account of their services as a member of the Board; or
b) Officers' and Employees' Annual Incentive – in the case of an officer or employee of the Company or any subsidiary of the Company who is not a U.S. taxpayer, an amount equal to all or a portion of their annual incentive bonus for a calendar year,
and receive in lieu thereof an award of DSUs equal to the greatest whole number which may be obtained by dividing the amount of the Deferred Annual Amount, by the market price of one Share on the date such Deferred Annual Amount would have been paid absent the decision to award DSUs. For elective DSUs, the form of election shall be substantially in the form as adopted by the Board from time to time. DSUs shall be evidenced by a DSU award agreement which states the number of DSUs to be awarded, the period of time between the grant date and the date on which the DSU is fully vested and may be settled, any performance criteria, terms and condition to meet the regulations under the Income Tax Act (Canada) if it
involved a Canadian taxpayer, terms and condition to meet the requirements of the U.S. Code if it involves a U.S. taxpayer and whether DSUs shall be satisfied in cash only or Common Shares only.
A separate notional account shall be maintained for each participant with respect to DSUs granted to such participant. DSUs awarded to the participant shall be credited to the participant's DSU account and shall vest. On the vesting of the DSUs and the corresponding issuance of cash and/or Common Shares to the participant, or on the forfeiture and termination of the DSUs pursuant to the terms of the award, the DSUs credited to the participant's DSU account will be cancelled. Each discretionary DSU shall vest in accordance with the DSU award agreement while each mandatory or elective DSUs shall immediately vest at the time it is credited to the participant's DSU account. The DSUs may be settled by delivery by the participant to the Company of a notice of settlement. On settlement, the Company shall, for each such vested DSU, deliver to the participant a cash payment equal to the market price of one Share as of the DSU separation date, one Share, or any combination of cash and Common Shares equal to the market price of one Common Share as of the DSU separation date, in the sole discretion of the Board. Notwithstanding the foregoing, all settlements of DSUs granted to a participant who is a Canadian taxpayer shall take place: (i) after the DSU separation date; and (ii) by December 31 of the first calendar year that commences after such time.
As at December 31, 2025, 2,750,000 DSUs were outstanding under the Omnibus Plan. During the year ended December 31, 2025, the Company recorded total share-based compensation for $1,442,500 for DSU’s that vested during the year.
6. Termination and Change of Control Benefits
The Company has entered into employment or consulting agreements with certain executive officers that provide for payments in connection with termination of employment or a change of control. The material terms of these agreements are summarized as follows:
Peter Whitehead, the former CEO of the Company, and CEO of the subsidiary, Light AI Technology Inc., is entitled to 24 months base pay on termination of employment without cause. In addition, he has a non-competition and non-solicitation agreement for a term of 12 months from termination.
George Reznik, the CFO of the Company is entitled to 12 months base pay on termination without cause. In the event that there is a change of control and Mr. Reznik resigns for good reason or his employment is terminated, his options shall immediately vest and he shall be entitled to the same compensation as if his employment was terminated without cause. In addition, he shall be entitled to reimbursement for employee benefits for a period of 12 months. He resigned on January 26, 2026. He has a non-competition and non-solicitation agreement for a term of 12 months from termination.
Stephen Rebiff, Director of Design and Integration of the Company, is entitled to 10 months of base pay on termination, with one month for every additional year worked after 2025. In addition, he has a non-competition and non-solicitation agreement for a term of 12 months from termination. In the event that there is a change of control and Mr. Rebiff resigns for good reason, his options shall immediately vest and he shall be entitled to the same compensation as if his employment was terminated without cause.
Change in Control means:
- After a transaction, prior Common Shareholders own less than 50% of voting securities of the successor;
- Adoption of a resolution to wind up, dissolve, or liquidate the Company;
- Any person or group gains control or acquires the Company;
- Sale, transfer, or disposal of all or most Company assets.
- Director Compensation
7.1 Director compensation table
The following table sets out information concerning the compensation provided to the Company’s directors for the most recently completed financial year ended December 31, 2025.
| Name | Fees earned ($) | Share-based awards ($) | Option-based awards ($) | Non-equity incentive plan compensation ($) | Pension value ($) | Value of All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|---|---|---|
| Steve Semmelmayer^{(1)(5)(6)}, Board Chair. | $69,725 | $547,500^{(8)} | Nil | Nil | Nil | Nil | $617,225 |
| Emmanuel Blin^{(1)(5)(6)} | Nil | $365,000^{(8)} | Nil | Nil | Nil | Nil | $365,000 |
| Mark Attanasio^{(1)(7)} | Nil | $365,000^{(8)} | Nil | Nil | Nil | Nil | $365,000 |
| Hugh C. Cleland^{(1)(2)} | Nil | Nil | Nil | Nil | Nil | $102,422 | $102,422 |
| Robert Cartegena^{(1)} | Nil | $82,500^{(9)} | Nil | Nil | Nil | Nil | $82,261 |
| Mario Vetro^{(4)} | Nil | $82,500^{(9)} | Nil | Nil | Nil | $275,241 | $357,502 |
Notes:
(1) Steve Semmelmayer, Emmanuel Blin, Mark Attanasio and Hugh C. Cleland were appointed as directors on December 13, 2024.
(2) Hugh Cleland received $102,422 from consulting services during the year ended December 31, 2025. Hugh Cleland resigned on October 21, 2025.
(3) Robert Cartegena was appointed on October 21, 2025.
(4) Mario Vetro was appointed on October 21, 2025. During the year ended December 31, 2025, his company, Commodity Partners Inc. was paid $275,241 for investor relations services, $62,742 which pertained to the period after he was appointed as a director.
(5) Members of the audit committee.
(6) Members of the compensation committee.
(7) Mark Attanasio resigned subsequent to December 31, 2025.
(8) DSUs awarded on January 15, 2025 and ratified by Shareholders on September 4, 2025 vest in quarterly instalments over two years. The Board used the market price on the January 15, 2025 award date of $0.73 per share to determine the value of the award. For accounting purposes, the Company values its share-based payments in accordance with IFRS 2 Share based payments. The fair value of DSUs was estimated using the Black-Scholes pricing model under the assumptions of risk-free interest rate of 3.25%, a share price of $0.24 at the date the award was ratified by Shareholders, expected life of 10 years, volatility of 185% and future dividends of Nil, for an estimate value of $0.24 per DSU.
(9) DSUs awarded on December 4, 2025 vested upon the award date. The Board used the market price on the grant date of $0.165 per share to determine the value of the award. For accounting purposes, the fair value of DSUs was estimated at $0.1645 per DSU using the Black-Scholes pricing model under the assumptions of risk-free interest rate of 3.25%, a share price of $0.165 at the award date, expected life of 10 years, volatility of 185% and future dividends of Nil.
7.2 Narrative discussion, directors’ compensation
The Company’s directors receive compensation designed to attract and retain qualified individuals to serve on the Board. Director compensation for non-executive members may consist of a fixed monthly retainer, which is intended to recognize the ongoing commitment required for board and committee service. In addition to the cash retainer, directors may also be granted deferred share units (DSUs), which align their interests with those of shareholders by providing a long-term equity incentive. The DSUs vest over time and may be redeemed upon retirement or departure from the Board, further encouraging directors to focus on the Company’s long-term success. The combination of cash and equity-based compensation reflects the Company’s commitment to strong governance practices and ensures that director interests remain closely aligned with those of shareholders.
7.3 Outstanding share-based awards and option-based awards
The following table sets forth particulars of all outstanding option-based awards and share-based awards for each of the Company’s directors as at December 31, 2025.
| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Option-based Awards | Share-based Awards | ||||||
| Name | Number of securities underlying unexercised options | Option exercise price ($) | Option expiration date | Value of unexercised in-the-money options ($) | Number of shares or units of shares that have not vested | Market or payout value of share-based awards that have not vested ($) | Market or payout value of vested share-based awards not paid out or distributed ($) |
| Steve Semmelmayer | 389,000 | $0.36 | 07/01/2028 | Nil | 468,750 | $56,250 | $33,750 |
| Emmanuel Blin | Nil | Nil | Nil | Nil | 312,500 | $37,500 | $22,500 |
| Mark Attanasio | Nil | Nil | Nil | Nil | 312,500 | $37,500 | $22,500 |
| Hugh C. Cleland^{(1)} | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Mario Vetro | 425,000 | $0.25 | 12/13/2026 | Nil | Nil | Nil | $60,000 |
| 350,000 | $0.35 | 12/13/2026 | |||||
| Robert Cartegena | Nil | Nil | Nil | Nil | Nil | Nil | $60,000 |
Notes:
(1) Hugh Cleland resigned on October 21, 2025.
7.4 Incentive Plan Awards – Value Vested or Earned During the Year - Directors
The following table sets our equity compensation plan information as at the end of the financial year ended December 31, 2025 for each director of the Company.
| Name | Option-based awards – Value vested during the year ($)^{(2)} | Share-based awards – Value vested during the year (1) ($) | Non-equity incentive plan compensation – Value earned during the year |
|---|---|---|---|
| Steve Semmelmayer | Nil | $33,750 | Nil |
| Emmanuel Blin | Nil | $22,500 | Nil |
| Mark Attanasio | Nil | $22,500 | Nil |
| Hugh C. Cleland^{(3)} | $18,900 | Nil | Nil |
| Mario Vetro | Nil | $60,000 | Nil |
| Robert Cartegena | Nil | $60,000 | Nil |
Notes:
(1) Share-based awards that vested during the year are valued at the December 31, 2025 closing price of $0.12.
(2) Option-based awards that vested during the year are valued at the December 31, 2025 closing price of $0.12.
(3) Hugh Cleland resigned on October 21, 2025.