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Quri-Mayu Developments Ltd. Remuneration Information 2025

Jul 10, 2025

47676_rns_2025-07-09_1cd0aabb-390b-416d-9887-1d955ad12788.pdf

Remuneration Information

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QURI-MAYU DEVELOPMENTS LTD.

FORM 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION – Venture Issuers

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers. 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 ended October 31, 2024, and the decision-making process relating to compensation.

Information contained in this Statement of Executive Compensation is as of October 31, 2024, unless otherwise indicated and all dollar amounts referenced herein are in Canadian Dollars, unless stated otherwise.

GENERAL

For the purpose of this Statement of Executive Compensation:

"Company" means Quri-Mayu Developments Ltd.;

"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 each of the following individuals:

(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, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, 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 (if any), 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;

"TSXV" means the TSX Venture Exchange; and

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


DIRECTOR AND NEO COMPENSATION

Director and NEO 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 October 31 Salary, Consulting Fee, Retainer or Commission ($) Bonus ($) Committee or Meeting Fees ($) Value of Perquisites(1) ($) Value of all other Compensation ($) Total Compensation ($)
Kevin Smith(2)
CEO & Director 2024 $120,000 Nil Nil Nil Nil $120,000
2023 $120,000 Nil Nil Nil Nil $120,000
Braydon Hobbs(3)
CFO & Director 2024 $60,000 Nil Nil Nil Nil $60,000
2023 $60,000 Nil Nil Nil Nil $60,000
Grant Carlson(4)
Director 2024 Nil Nil Nil Nil Nil Nil
2023 Nil Nil Nil Nil Nil Nil
Ronald Woo(5)
Former Director 2024 Nil Nil Nil Nil Nil Nil
2023 Nil Nil Nil Nil Nil Nil

(1) "Perquisites" include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director's total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director's salary for the financial year if the NEO or director's total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director's total salary for the financial year is $500,000 or greater.
(2) Kevin Smith was appointed as a CEO and director of the Company on September 10, 2019.
(3) Braydon Hobbs was appointed CFO and a director of the Company on September 10, 2019.
(4) Grant Carlson was appointed as a director of the Company on September 13, 2021.
(5) Ronald Woo was appointed as a director of the Company on September 10, 2019, and resigned on January 1, 2025.

Stock Options and Other Compensation Securities

During the financial years ended October 31, 2024 there were no compensation securities granted or issued to each NEO and director for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

The Company has no Options issued and outstanding as at October 31, 2024.

Exercise of Compensation Securities by Directors and NEOs

There were no compensation securities issued during the fiscal year 2024 and therefore, no compensation securities were available for exercise by a director.

Stock Option Plans and Other Incentive Plans

The Company has in place a "rolling" stock option plan (the "Stock Option Plan") which was adopted on November 18, 2021.

The purpose of the Stock Option Plan is to, among other things, encourage Common Share ownership in the Company by directors, officers, employees and consultants of the Company and its affiliates and other

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designated persons. Options may be granted under the Stock Option Plan only to directors, officers, employees and consultants of the Company and its subsidiaries and other designated persons as designated from time to time by the Board. The number of options which may be issued under the Stock Option Plan is limited to 10% of the number of Common Shares outstanding at the time of the grant of the options. As at the date hereof, there are 4,473,303 Common Shares reserved for issuance under the Stock Option Plan. Any Common Shares subject to an option which, for any reason, is cancelled or terminated prior to exercise will be available for a subsequent grant under the Stock Option Plan. The option price of any Common Shares cannot be less than the market price of the Common Shares. Options granted under the Stock Option Plan may be exercised during a period not exceeding ten years, subject to earlier termination upon the termination of the optionee's employment, upon the optionee ceasing to be an employee, officer, director or consultant of the Company or any of its subsidiaries or ceasing to have a designated relationship with the Company, as applicable, or upon the optionee retiring, becoming permanently disabled or dying. The options are non-transferable. The Stock Option Plan contains provisions for adjustment in the number of Common Shares issuable thereunder in the event of a subdivision, consolidation, reclassification or change of the Common Shares, a merger or other relevant changes in the Company's capitalization. Subject to shareholder approval in certain circumstances, the Board may from time to time amend or revise the terms of the Stock Option Plan or may terminate the Stock Option Plan at any time. The Stock Option Plan does not contain any provision for financial assistance by the Company in respect of options granted under the Stock Option Plan.

The Company has no equity compensation plans other than the Stock Option Plan.

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.

Employment, Consulting and Management Agreements

Other than as set forth below, the Company is not party to any formal, written employment, consulting or management agreements with any NEO or director.

Oversight and Description of Director and NEO Compensation

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. NEOs that are also directors of the Company are involved in discussions relating to compensation, but disclose their interest in, and abstain from voting on, decisions related to their own respective compensation.

The overall objective of the Company's compensation strategy is to offer short, medium and long-term compensation components to ensure that the Company has in place programs to attract, retain and develop management of the highest calibre and has in place a process to provide for the orderly succession of management, including receipt on an annual basis of any recommendations of the chief executive officer, if any, in this regard. The Company currently has a short-term compensation component in place, which includes the payment of management fees to certain NEOs. The Company intends to further develop this compensation component. Although it has not to date, the Board may in the future consider, on an annual basis, an award of bonuses to key executives and senior management. The amount and award of such bonuses is expected to be discretionary, depending on, among other factors, the financial performance of the Company and the performance of the executive. The Board considers that the payment of such discretionary annual cash bonuses may satisfy the medium term compensation component.

The objectives of the Company's compensation policies and procedures are to align the interests of the

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Company's employees with the interests of the shareholders of the Company. The Company relies on Board discussion, without formal objectives, criteria and analysis, when determining executive compensation. There are currently no formal performance goals or similar conditions that must be satisfied in connection with the payment of executive compensation.

Pension Plan Benefits

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth details of the Company's compensation plans under which equity securities of the Company were authorized for issuance at the end of the Company's financial year ended October 31, 2024.

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights^{(1)} (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders NIL N/A 4,473,303
Equity compensation plans not approved by security holders N/A N/A N/A
Total NIL N/A 4,473,303

Dated July 9, 2025