MX Gold Corp. — Remuneration Information 2020

Jun 24, 2020

STATEMENT OF EXECUTIVE COMPENSATION

General

For the purpose of this Statement of Executive Compensation:

“ Company ” means MX Gold Corp.;

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);

“ NEO ” or “ named executive officer ” means:

• (a) each individual who served as chief executive officer (“ CEO ”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,

• (b) each individual who served as chief financial officer (“ CFO ”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,

• (c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than 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, and

• (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

“ plan ” includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“ underlying securities ” means any securities issuable on conversion, exchange or exercise of compensation securities.

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 or any subsidiary 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 or any subsidiary thereof for each of the two most recently completed financial years, other than stock options and other compensation securities:

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		Salary,		Committee
		Consulting Fee,		or	Value	Value of
		Retainer or		Meeting	of	all other	Total
		Commission	Bonus	Fees	Perquisites	Compensation	Compensation
Name and Position	Year	($)	($)	($)	($)	($)	($)
Dan Omeniuk(1) CEO, Chairman and Director	2019 2018	120,000(2) 120,000(2)	Nil 20,00	Nil Nil	Nil Nil	Nil Nil	120,000 140,000
Robert Jeffery(3) Director	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Chad Peterson(4) Director	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1) Dan Omeniuk was appointed as CEO, Chairman and a director on June 17, 2015.

(2)

Paid or payable to 3D Investments Ltd., a company controlled by Dan Omeniuk as management fees under a management agreement.

(3) Robert Jeffery was appointed as a director on September 19, 2018.

(4) Chad Peterson was appointed as a director on November 28, 2018. Mr. Peterson subsequently resigned as director on March 15, 2020.

Stock Options and Other Compensation Securities

The Company did not grant or issue any compensation securities to an NEO or director of the Company in the year ended December 31, 2019 for services provided, or to be provided, directly or indirectly, to the Company.

As of December 31, 2019:

• (1) Dan Omeniuk, CEO, Chairman and a director of the Company, held stock options to purchase 3,000,000 common shares in the capital of the Company (each, a “ Share ”) at an exercise price of $0.13 per Share until April 28, 2022, with the following vesting schedule ¼ on April 28, 2017, ¼ on July 28, 2017, ¼ on October 28, 2017, and ¼ on February 28, 2018.

Exercise of Compensation Securities by Directors and NEOs

No director or NEO exercised any compensation securities, being solely comprised of stock options, during the year ended December 31, 2019.

Stock Option Plans and Other Incentive Plans

The Company’s current stock option plan (the “ Plan ”), which it adopted in 2013, is a “rolling” stock 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 of directors of the Company (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 the date hereof, there are 3,000,000 options outstanding under the Plan.

A copy of the Plan is available for review on the Company’s profile at www.sedar.com and at the office of the Company at 1300 Redonda Street, Winnipeg, Manitoba, R5R 0E7 or at the registered offices of the Company, at 800 – 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1 during normal business hours.

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Employment, Consulting and Management Agreements

Except as disclosed below, the Company or any subsidiary thereof has not entered into any agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries that were (a) performed by a director or NEO, or (b) performed by any other party but are services typically provided by a director or a NEO.

On July 9, 2015, the Company entered into a management agreement with 3D Investments Ltd., a company controlled by Dan Omeniuk, for monthly management fees in the amount of $10,000 (the “ Base Fee ”). The term of the management agreement is for a period of approximately three years commencing on June 10, 2015 and terminating on June 11, 2018, which management agreement shall automatically renew for subsequent one‐year periods if not specifically terminated pursuant to its terms. In addition to the Base Fee, Mr. Omeniuk is also eligible to receive an incentive fee in an amount to be determined by the Board. In the event the Agreement is terminated or is not renewed pursuant to its terms, Mr. Omeniuk is entitled to receive a termination fee equal to the sum of: (i) the buy‐out of any outstanding stock options for a price equal to the fair market value of the Company’s Shares, (ii) the greater of the aggregate remaining Base Fee for the unexpired remainder of the term of the management agreement, or the Base Fee multiplied by three plus one month of Base Fee for each year, or a portion thereof, served after June 10, 2015.

Oversight and Description of Director and NEO Compensation

During the year ended December 31, 2019, fees paid to directors for their services as directors were determined by the directors of the Company.

The Board has not created or appointed a compensation committee given the Company’s current size and stage of development. All tasks related to developing and monitoring the Company’s approach to the compensation of the Company’s NEOs and directors are performed by the members of the Board. The compensation of the NEOs, directors and the Company’s employees or consultants, if any, is reviewed, recommended and approved by the Board without reference to any specific formula or criteria.

Executive officers’ compensation is currently composed of two major components: base salary or fees and stock options. Interested executives do not participate in reviews, discussions or decisions of the Board regarding this remuneration. In making compensation decisions, the Board strives to find a balance between short‐term and long‐term compensation and cash versus equity incentive compensation.

Base salaries or fees primarily reward recent performance and incentive stock options encourage NEOs and directors to continue to deliver results over a longer period of time and serve as a retention tool. The annual salary or fee for each NEO, as applicable, is determined by the Board based on the level of responsibility and experience of the individual, the relative importance of the position to the Company, the professional qualifications of the individual and the performance of the individual over time.

The second component of the executive officers’ compensation is stock options. The Company may from time to time grant stock options to executive officers under the stock option plan. Grants of stock options are intended to align the interests of the executive officers with those of the Shareholders over the longer term.

The NEOs’ performances and salaries or fees are to be reviewed periodically. Increases in salary or fees are to be evaluated on an individual basis and are performance and market‐based. Compensation is not tied to performance criteria or goals such as milestones, agreements or transactions, and the Company does not use a “peer group” to determine compensation.

No significant changes to the Company’s compensation policies were made during or after the financial year ended December 31, 2019 that could or will have an effect on director or executive officer compensation.

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Pension Plan Benefits

The Company has no pension, defined benefit or defined contribution plans in place.