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Silver Hammer Mining Corp. — Remuneration Information 2026
Jan 29, 2026
47996_rns_2026-01-28_0c0dadb5-76db-4c47-83e7-9f7de4a32dae.pdf
Remuneration Information
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SILVER HAMMER MINING CORP.
STATEMENT OF EXECUTIVE COMPENSATION
(for the financial year ended September 30, 2025)
Silver Hammer Mining Corp.
(the "Company")
GENERAL
The following information, dated as of January 28, 2026, is provided as required under Form 51-102F6V for Venture Issuers (the "Form"), as such term is defined in National Instrument 51-102.
For the purposes of this Form:
"company" includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;
"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 for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;
"external management company" includes a subsidiary, affiliate or associate of the external management company;
"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, including an individual performing functions similar to a chief executive officer;
b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;
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), 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;
"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;
"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.
During the financial year ended September 30, 2025, the Company had two NEOs: Peter A. Ball, the President and CEO of the Company, and Alnesh Mohan, CFO and Corporate Secretary of the Company.
Named Executive Officers and Directors
During financial year ended September 30, 2025, based on the definition above, the NEOs of the Company were: Peter A. Ball, President, CEO and Director, and Alnesh Mohan, CFO, Corporate Secretary and Director. The Directors of the Company who were not NEOs during the financial year ended September 30, 2025 were: Donald J. Birak,
Michael Willett, and Ron Burk.
Corporate Actions during financial year end September 30, 2025
Effective September 15, 2025, Ron Burk resigned as Director of the Company and was appointed as Senior Technical Board Advisor.
Effective September 15, 2025, Michael Willett was appointed a Director of the Company.
Effective May 1, 2025, Lawrence Rolston resigned as Director of the Company.
Corporate Actions during financial year end September 30, 2024
Effective February 23, 2024, the Company reconstituted its Compensation Committee and appointed Donald J. Birak (Chair), Lawrence Roulston and Ron Burk as members.
Director and NEO Compensation, Excluding Options and Compensation Securities
The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and directors of the Company for the two completed financial years ended September 30, 2025 and September 30, 2024. Options and compensation securities are disclosed under the heading "Stock Options and Other Compensation Securities".
| Table of Compensation Excluding Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and Position | Year(1) | Salary, consulting fee, retainer or commission ($) | Bonus ($) | Committee or meeting fees ($) | Value of perquisites ($) | Value of all other compensation ($) | Total compensation ($) |
| Peter A. Ball(2), President & CEO, Director | 2025 | $200,000(3) | Nil | Nil | Nil | $7,922(4) | $207,922 |
| 2024 | $200,000(3) | Nil | Nil | Nil | Nil | $200,000 | |
| Alnesh Mohan(5), CFO & Corporate Secretary, Director | 2025 | $125,260(6) | Nil | Nil | Nil | $24,500(7) | $149,760 |
| 2024 | $132,580(6) | Nil | Nil | Nil | $12,500(8) | $145,080 | |
| Donald J. Birak, Director | 2025 | Nil | Nil | Nil | Nil | Nil | Nil |
| 2024 | Nil | Nil | Nil | Nil | Nil | Nil | |
| Michael Willett(9), Director | 2025 | Nil | Nil | Nil | Nil | Nil | Nil |
| 2024 | Nil | Nil | Nil | Nil | Nil | Nil | |
| Ron Burk(10), Senior Technical Board Advisor, Former Director | 2025 | Nil | Nil | Nil | Nil | Nil | Nil |
| 2024 | Nil | Nil | Nil | Nil | Nil | Nil | |
| Lawrence Rolston(11), Director | 2025 | Nil | Nil | Nil | Nil | Nil | Nil |
| 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
(1) For the financial years ended September 30.
(2) Mr. Ball has served as CEO, President and a director of the Company since February 15, 2023.
(3) Paid to Ariston Capital Corp., a private company of which Mr. Ball is the principal.
(4) Paid to Ariston Capital Corp. for share-issuance costs.
(5) Mr. Mohan has served as CFO and a director of the Company since May 14, 2021 and as Corporate Secretary of the Company since October 14, 2021.
(6) Paid to Quantum Advisory Partners LLP., a private company of which Mr. Mohan is a principal.
(7) Paid to Quantum Advisory Partners LLP. for share-issuance costs.
(8) Paid to Quantum Advisory Partners LLP. for project evaluation costs.
(9) Mr. Willett was appointed as a director of the Company on September 15, 2025.
(10) Mr. Burk resigned as a director of the Company effective September 15, 2025 and was appointed as Senior Technical Board Advisor September 15, 2025.
(11) Mr. Rolston resigned as a director of the Company on May 1, 2025.
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 at September 30, 2025 financial year end.
Stock Options and Other Compensation Securities
The following table discloses all compensation securities outstanding to each NEO of the Company and to a director who was not an NEO of the Company, or a subsidiary of the Company, in the most recently completed financial year ended September 30, 2025 for services provided or to be provided, directly or indirectly, to the Company, or a subsidiary of the Company.
| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and Position | Type of Compensation Security (1) | Number of Compensation Securities, underlying securities and percentage of class (#) | Date of Grant or Issue (mm/dd/yy) (7) | 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 (mm/dd/yy) |
| Peter A. Ball (2) | |||||||
| President & CEO, Director | Stock option | 750,000 | 02-15-23 | 0.240 | 0.240 | 0.125 | 02-15-28 |
| Stock option | 2,000,000 | 08-05-25 | 0.055 | 0.055 | 0.125 | 08-05-30 | |
| Alnesh Mohan (3) | |||||||
| CFO & Corporate Secretary, Director | Stock option | 200,000 | 06-16-21 | 0.620 | 0.620 | 0.125 | 06-16-26 |
| Stock option | 185,000 | 02-15-23 | 0.240 | 0.240 | 0.125 | 02-15-28 | |
| Stock option | 1,200,000 | 08-05-25 | 0.055 | 0.055 | 0.125 | 08-05-30 | |
| Donald J. Birak (4) | |||||||
| Director | Stock option | 185,000 | 03-15-23 | 0.240 | 0.230 | 0.125 | 03-15-28 |
| Stock option | 650,000 | 08-05-25 | 0.055 | 0.055 | 0.125 | 08-05-30 | |
| Michael Willett (5) | |||||||
| Director | Stock option | 500,000 | 09-15-25 | 0.080 | 0.080 | 0.125 | 09-15-30 |
| Ron Burk (6) | |||||||
| Senior Technical Board Advisor, Former Director | Stock option | 185,000 | 02-15-23 | 0.240 | 0.240 | 0.125 | 02-15-28 |
| Stock option | 350,000 | 08-05-25 | 0.055 | 0.055 | 0.125 | 08-05-30 |
(1) Each stock option is exercisable or redeemable into one Common Share of the Company.
(2) Lolgorian Holdings Inc., a private company of which Mr. Ball is the principal, held 2,750,000 stock options at the end of the financial year September 30, 2025.
(3) Mr. Mohan held 1,585,000 stock options at the end of the financial year September 30, 2025.
(4) Mr. Birak held 835,000 stock options at the end of the financial year September 30, 2025.
(5) Mr. Willett held 500,000 stock options at the end of the financial year September 30, 2025.
(6) Mr. Burk held 535,000 stock options at the end of the financial year September 30, 2025.
(7) All stock options vested immediately upon grant.
Exercise of Compensation Securities by NEOs and Directors
There were no compensation securities exercised by any of the NEOs or directors of the Company who were not
NEOs in the financial year ended September 30, 2025.
Stock Option Plans and Other Incentive Plans
10% “rolling” Stock Option Plan (Option-Based Awards)
The Company currently has in place a Canadian Securities Exchange policy “rolling” stock option plan whereby the maximum number of Shares that may be reserved for issuance pursuant to the exercise of options is 10% of the issued Shares of the Company. (the “Option Plan”). The Option Plan was ratified, confirmed and approved at the Company’s annual general and special meeting held on September 17, 2021.
The purpose of the Option Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified executives, employees and consultants, to incent such individuals to contribute toward the long-term goals of the Company, and to encourage such individuals to acquire Shares of the Company as long-term investments.
Material Terms of the Option Plan
The following information is intended as a brief description of the Option Plan and is qualified in its entirety by the full text of the Option Plan, a complete copy is available from the Company on request.
- The Board shall establish the exercise price at the time each option is granted, and the exercise price will not be less than the minimum prevailing price permitted by the policies of the Canadian Securities Exchange (the “CSE”).
- All options granted under the Option Plan may not have an expiry date exceeding 10 years from the date on which the option is granted.
- Limits on options granted to any one individual shall be subject to the policies of the CSE.
- If a director, employee or consultant of the Company is terminated for cause, then any option granted to the option holder will terminate immediately upon the option holder ceasing to be a director, employee, or consultant by reason of termination for cause.
If an option holder ceases to be a director, employee or consultant of the Company (other than by reason of death, disability or termination of services for cause), as the case may be, then any option granted to the option holder that had vested and was exercisable on the date of termination will expire on the earlier of the expiry date and the date that is 90 days following the date that the option holder ceases to be a director, employee or service provider of the Company.
- If an option holder ceases to be a director, employee or consultant as a result of death or disability, then any options held by such option holder shall pass to the personal representative of the option holder and shall be exercisable by the personal representative on or before the date which is the earlier of one year following the date of death and the applicable expiry date.
- Stock options granted to directors, employees or consultants will vest when granted unless determined by the Board on a case-by-case basis.
- The Option Plan will be administered by the Board who will have the full authority and sole discretion to grant options under the Option Plan to any eligible party, including themselves.
- Options granted under the Option Plan shall not be assignable or transferable by an option holder.
- The Board may from time to time, subject to regulatory or Shareholder approval, if required under the policies of the CSE, amend or revise the terms of the Option Plan.
- The Option Plan provides that other terms and conditions may be attached to a particular stock option at the
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discretion of the Board.
Employment, Consulting and Management Agreements
On February 15, 2023, the Company entered into an agreement (the “Ball Agreement”) with Peter A. Ball, the CEO and a director of the Company. Pursuant to the Ball Agreement, Mr. Ball is entitled to an amount equal to 12 months’ of his base fee, plus three additional months of his base fee for each full year of service (pro-rated for any partial year of service and rounded up) after the effective date, up to a maximum of 24 months’ of his base fee (the “Termination Fee”) and any outstanding Options will expire and will cease to be exercisable 90 days following the date of termination. Additionally, if a Change of Control Event occurs, and the Ball Agreement is terminated for any reason during the Change of Control Period (excluding termination for Just Cause), or Mr. Ball terminates the Ball Agreement for Good Reason during the Change of Control Period, the Company is required to pay Mr. Ball one and one half (1.5) times the Termination Fee that is payable to Mr. Ball pursuant to section 5.3(c) of the Ball Agreement.
On June 22, 2021, the Company entered into an agreement (the “Mohan Agreement”) with Alnesh Mohan, the CFO and Corporate Secretary of the Company. Pursuant to the Mohan Agreement, if the Company terminates the Mohan Agreement without cause, and such termination occurs either prior to 6 months before or after 12 months following a Change of Control or a Fundamental Transaction effective no later than 30 days following the termination, then Mr. Mohan is entitled to receive a lump sum termination fee equal to 12 months of the service fees, as in effect immediately prior to the termination date of the Mohan Agreement.
Oversight and Description of Director and Named Executive Officer Compensation
The Board as a whole has the responsibility of determining the compensation for the NEOs, directors and other senior management.
The Company’s compensation objectives include the following:
- to assist the Company in attracting and retaining highly-qualified individuals;
- to create among directors, officers, consultants and employees a sense of ownership in the Company and to align their interests with those of the Shareholders; and
- to ensure competitive compensation that is also financially affordable for the Company.
The compensation program is designed to provide competitive levels of compensation. The Company recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive’s level of responsibility. In general, the Company’s NEOs may receive compensation that is comprised of three components:
- Salary, wages or contractor payments;
- Stock option grants; and/or
- Bonuses
The objective and reason for this system of compensation is to allow the Company to remain competitive compared to its peers in attracting experienced personnel. The base salary of a NEO is intended to attract and retain executives by providing a reasonable amount of non-contingent remuneration.
The base salary review of each NEO takes into consideration the current competitive market conditions, experience, proven or expected performance, and the particular skills of the NEO. Base salary is not evaluated against a formal “peer group”. The Board relies on the general experience of its members in setting base salary amounts.
Stock option grants are designed to reward the NEOs and directors for success on a similar basis as the Shareholders of the Company, although the level of reward provided by a particular stock option grant is dependent upon the volatile stock market.
Any bonuses paid to the NEOs are allocated on an individual basis related to the review by the Board of the work planned during the year and the work achieved during the year, including work related to mineral exploration, administration, financing, shareholder relations and overall performance. The bonuses are paid to reward work done
above the base level of expectations set by the base salary, wages or contractor payments.
Pension Disclosure
The Company has no pension plans that provide for payments or benefits to any NEO at, following or in connection with retirement. The Company also does not have any deferred compensation plans relating to any NEO.
ADDITIONAL INFORMATION
Additional information concerning the Company can be found on SEDAR+ at www.sedarplus.ca and on the Company’s website at https://www.silverhammermining.com/.
Financial information relating to the Company is provided in the Company’s audited financial statements and the management discussion and analysis (“MD&A”) for the financial year ended September 30, 2025. Shareholders may download the financial statements and MD&A from SEDAR+ (www.sedarplus.ca) or contact the Company directly to request copies of the financial statements and MD&A by: mail to Suite 300 – 1055 West Hastings Street, Vancouver, BC, V6E 2E9. Additional financial information concerning the Company may be obtained by any shareholder free of charge by contacting the Company at 604-344-4653.
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