Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Perseverance Metals Remuneration Information 2026

May 18, 2026

48539_rns_2026-05-18_ad874a28-5b59-4109-b52d-3e006eb422f4.pdf

Remuneration Information

Open in viewer

Opens in your device viewer

Perseverance Metals

STATEMENT OF EXECUTIVE COMPENSATION

FOR THE YEARS ENDED

DECEMBER 31, 2025 AND DECEMBER 31, 2024

Dated: May 15, 2026


FORM 51-102F6V
STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUERS

GENERAL PROVISIONS

Objective

The objective of this disclosure is to communicate the compensation the Company paid, made payable, awarded, granted, gave, or otherwise provided to each named executive officer and director for the financial year, and the decision-making process relating to compensation. This disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the Company and will help investors understand how decisions about executive compensation are made.

Definitions

For the purposes of this Statement of Executive Compensation:

"Company" means Perseverance Metals Inc.

"Named Executive Officer" or "NEO" 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, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year; and

(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.

Based on the foregoing definitions, the Company had three NEOs during the financial year ended December 31, 2025, namely Michael John Tucker, CEO, Anil Jiwani, former CFO, and John Paul Foulkes, President and Corporate Secretary.


Perseverance Metals

Statement of Executive Compensation

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all compensation, excluding options and compensation securities, paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, for the two most recently completed financial years, to each NEO and 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 of the Company for services provided and for services to be provided, directly or indirectly, to the Company or a subsidiary of the Company.

TABLE OF EXECUTIVE COMPENSATION
Name and Position Fiscal Year Ended December 31 Salary, Consulting Fee, Retainer or Commission ($) Bonus ($) Committee or Meeting Fees ($) Value of Perquisites ($) Value of all Other Compensation ($) Total Compensation(1) ($)
Michael John Tucker CEO and Director 2025 180,000 50,000 Nil Nil Nil 230,000
2024 180,000 Nil Nil Nil Nil 180,000
Anil Jiwani(2) Former CFO 2025 Nil Nil Nil Nil Nil Nil
2024 Nil Nil Nil Nil Nil Nil
John Paul Foulkes President and Corporate Secretary 2025 180,000 50,000 Nil Nil Nil 230,000
2024 180,000 Nil Nil Nil Nil 180,000
Andrew Kaip Director 2025 Nil Nil Nil Nil Nil Nil
2024 Nil Nil Nil Nil Nil Nil
Michael Joseph Gray Director and Board Chair 2025 Nil Nil Nil Nil Nil Nil
2024 Nil Nil Nil Nil Nil Nil
Edie Ellen Thome Director 2025 Nil Nil Nil Nil Nil Nil
2024 Nil Nil Nil Nil Nil Nil
Filip Papich Director 2025 Nil Nil Nil Nil Nil Nil
2024 Nil Nil Nil Nil Nil Nil

Notes:
(1) Without GST.
(2) Avisar Everyday Solutions Ltd. ("Avisar"), a company in which Mr. Jiwani is a director and officer, provided consulting services to the Company for $8,000 per month. Mr. Jiwani resigned on February 28, 2026.

External Management Companies

The Company has not engaged the services of an external management company to provide executive management services to the Company, directly or indirectly.

Stock Options and Other Compensation Securities

No compensation securities were granted to any director or NEO during the financial year ended December 31, 2025.


Perseverance Metals

Statement of Executive Compensation

As at December 31, 2025, the following stock options remained outstanding and held by directors and NEOs of the Company:

Name and Position Number of Stock Options Outstanding(1) Exercise Price ($) Expiry Date
Michael John Tucker CEO and Director 125,000 0.50 September 28, 2028
Anil Jiwani Former CFO 30,000 0.80 March 28, 2029
John Paul Foulkes President and Corporate Secretary 125,000 0.50 September 28, 2028
Andrew Kaip Director 75,000 0.50 September 28, 2028
Michael Joseph Gray Director and Board Chair 75,000 0.50 September 28, 2028
Edie Ellen Thome Director 75,000 0.80 March 28, 2029
Filip Papich Director 75,000 0.80 March 28, 2029

Notes:
(1) The options listed above were granted prior to Fiscal 2025.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by any director or NEO during the financial year ended December 31, 2025.

Stock Option Plans and Other Incentive Plans

A long-term incentive plan was approved by the Company's Board of Directors effective as of June 26, 2023 and further amended on July 10, 2025 (the "Equity Incentive Plan"). The Equity Incentive Plan is a 10% "rolling" plan which authorizes the Board to grant such number of stock options ("Stock Options"), Restricted Share Units ("RSUs"), Performance Share Units ("PSUs"), Deferred Share Units ("DSUs") and/or Stock Appreciation Rights ("SARs" and collectively with Stock Options, RSUs, PSUs and DSUs, "Incentive Securities") to eligible persons that is equal to 10% of the issued and outstanding common shares of the Company at the date of any grant of Incentive Securities.

  • The maximum aggregate number of common shares reserved for issuance pursuant to all awards granted under the Equity Incentive Plan, together with any other security-based compensation arrangements of the Company, shall not exceed 10% of the total number of issued and outstanding common shares of the Company on a non-diluted basis at the time of grant.
  • The aggregate number of common shares issuable to any one person in any 12-month period pursuant to all awards shall not exceed 5% of the issued and outstanding common shares of the Company, unless disinterested shareholder approval is obtained in accordance with TSXV policies.

Perseverance Metals
Statement of Executive Compensation
Page | 4

  • The aggregate number of common shares issuable to any one consultant in any 12-month period shall not exceed 2% of the issued and outstanding common shares of the Company.
  • The aggregate number of common shares issuable to all investor relations service providers in any 12-month period pursuant to stock options shall not exceed 2% of the issued and outstanding common shares of the Company.
  • The maximum aggregate number of common shares issuable pursuant to all security-based compensation arrangements granted or issued to insiders of the Company, as a group, in any 12-month period shall not exceed 10% of the issued and outstanding common shares of the Company on a non-diluted basis unless disinterested shareholder approval is obtained.

The Equity Incentive Plan was last approved by shareholders at the annual general meeting held on December 15, 2025.

Employment, Consulting and Management Agreements

Except as disclosed below, the Company does not have any written employment, consulting or management agreements in place with any of its directors or executive officers.

Michael John Tucker and John Paul Foulkes

On September 30, 2024, the Company entered into:

  • an employment agreement with Michael John Tucker pursuant to which Mr. Tucker agreed to serve as CEO of the Company for an indefinite term (the "Tucker Agreement"); and
  • an employment agreement with John Paul Foulkes pursuant to which Mr. Foulkes agreed to serve as President and Corporate Secretary of the Company for an indefinite term (the "Foulkes Agreement", and together with the Tucker Agreement, the "Executive Agreements").

Under the Executive Agreements, each of Mr. Tucker and Mr. Foulkes receives an annual base salary of $180,000. The Executive Agreements also provide for eligibility to participate in the Company's equity incentive plans and discretionary bonus arrangements, together with reimbursement of reasonable business expenses and other customary employment terms and conditions.

The Executive Agreements contain customary confidentiality and non-competition provisions.

Either Mr. Tucker or Mr. Foulkes may resign upon providing twelve weeks' prior written notice to the Company. The Company may terminate either executive without cause by providing six months' notice, plus an additional month of notice for each completed year of employment, to a maximum of twelve months, or pay in lieu thereof.

In the event of termination without cause, the applicable executive is entitled to:

  • accrued but unpaid salary;
  • accrued vacation pay;
  • reimbursable expenses; and
  • any other compensation accrued and payable to the date of termination.

Perseverance Metals

Statement of Executive Compensation

Upon a takeover of control of the Company, and for a period of twelve months thereafter, if Mr. Tucker or Mr. Foulkes receives notice that his employment will be terminated for any reason other than just cause or if Mr. Tucker or Mr. Foulkes elects to resign upon the occurrence of a "Triggering Event", the employee will be entitled to a change of control payment ("Change of Control Payment"). For the purposes of this section, a "Triggering Event" shall mean (a) an adverse change in any of the duties, powers, rights, discretion, salary, benefits, perquisites of the employee as they exist, and with respect to financial entitlements, the conditions under and manner in which they were payable, immediately prior to the change of control; (b) a diminution of the employee's job title as it exists immediately prior to the change of control; (c) a change in the position or body to whom the employee reports immediately prior to the Change of Control, except if such position or body is of equivalent rank or stature; and (d) any request by the Company or any affiliate that the employee participate in an unlawful act.

The Change of Control Payment shall consist of the following:

(a) if the employee has not completed three consecutive years of service under the applicable Executive Agreement, an amount equal to the annual salary that the employee is then entitled to receive pursuant to the terms of the Executive Agreement, multiplied by 1.5; or
(b) if the employee has completed three consecutive years of service but not five consecutive years of service under the applicable Executive Agreement, an amount equal to the annual salary that the employee is then entitled to receive pursuant to the terms of the Executive Agreement, multiplied by 2.5.

The following table shows estimated incremental payments triggered pursuant to termination of employment of Mr. Tucker and Mr. Foulkes in accordance with the termination provisions described above:

Name and Position Termination Without Cause^{(1)}^{(2)}^{(3)} Termination on Change of Control Provision Value^{(1)}^{(2)}
Michael John Tucker CEO $105,000 $270,000
John Paul Foulkes President & Corporate Secretary $105,000 $270,000

Notes:
(1) This does not include any accrued but unpaid annual salary and bonus payments or accrued vacation or any expenses to be reimbursed.
(2) This does not include the value of any Stock Options or Awards granted to the employee in accordance with the Company's Equity Incentive Plan.
(3) This assumes the employee was terminated without cause and was paid his base salary in lieu of six months' working notice.

Avisar Everyday Solutions Ltd.

On January 1, 2024, the Company entered into an engagement letter with Avisar Everyday Solutions Ltd. ("Avisar"), a company in which Anil Jiwani, former CFO of the Company, was a director and officer. Pursuant to the engagement letter, Avisar provided bookkeeping, treasury, accounting and financial reporting services to the Company for a fee of $8,000 per month, with Mr. Jiwani acting as CFO as part of such services. Mr. Jiwani resigned as CFO effective February 28, 2026 and the Avisar engagement was terminated in connection with such resignation.


Perseverance Metals
Statement of Executive Compensation
Page | 6

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Named Executive Officers

The Compensation Committee is responsible for reviewing and making recommendations regarding the compensation of the Company's executive officers and directors. Compensation matters are considered through discussions held at Compensation Committee and Board meetings, with final approval by the Board of Directors.

In assessing compensation for the Company's executive officers, including the Named Executive Officers ("NEOs"), the Compensation Committee and Board consider a variety of factors, including:

  • the individual's responsibilities and experience;
  • the Company's stage of development and financial position;
  • the amount and nature of services provided;
  • the Company's operational and strategic objectives;
  • compensation practices of comparable issuers in the mining industry; and
  • the Company's ability to attract and retain qualified personnel.

The Company has not adopted formal performance criteria or quantitative benchmarks in determining executive compensation. Compensation decisions are based primarily on the Board's assessment of the individual's overall contribution to the Company, the Company's performance and available financial resources, together with a review of compensation practices among issuers of similar size and stage of development.

Compensation payable to NEOs generally consists of a combination of:

  • base salary or consulting fees;
  • discretionary bonus compensation; and
  • long-term equity incentives, including stock options and other awards granted under the Equity Incentive Plan.

The Board believes that a combination of cash and equity-based compensation assists in aligning the interests of management with the long-term interests of shareholders and supports the attraction and retention of qualified executive personnel.

Compensation of Directors

Director compensation is reviewed by the Compensation Committee and approved by the Board of Directors. In determining director compensation, the Board considers the expected duties and responsibilities of directors, the time commitment required, compensation paid by comparable issuers and the Company's available financial resources.

Directors may also participate in the Equity Incentive Plan and may be granted stock options or other incentive awards from time to time at the discretion of the Board. Equity-based compensation is intended to align the interests of directors with the long-term interests of shareholders.

Compensation Committee Oversight

The Company's Compensation Committee currently consists of Filip Papich (Chair), Andrew Kaip and Edie Thome.


Perseverance Metals
Statement of Executive Compensation
Page | 7

The Compensation Committee reviews compensation arrangements for the Company's management and directors and makes recommendations to the Board with respect to compensation matters, including salary, bonus and equity incentive compensation. The Compensation Committee also reviews compensation practices to ensure that they remain competitive and appropriate for a public company of the Company's size and stage of development.

Pension Disclosure

The Company does not have any pension, retirement, defined benefit, defined contribution, or deferred compensation plans that provide for payments or benefits to its directors and NEOs at, following, or in connection with retirement and none are proposed at this time.