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Tactical Resources Corp. Remuneration Information 2024

Jan 27, 2024

47976_rns_2024-01-26_88c015d5-e0c7-496f-a0c6-f9b6f34f95a1.pdf

Remuneration Information

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TACTICAL RESOURCES CORP.

(the “ Company ”)

Form 51-102F6V

Statement of Executive Compensation – Venture Issuers (for financial year ended July 31, 2023)

STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUERS

GENERAL

The following information, dated as of January 26, 2024, 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 the below disclosure:

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;

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, as determined in accordance with Form 51-102F6V Statement of Executive Compensation - Venture Issuers , 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.

DIRECTOR AND NAMED EXECUTIVE COMPENSATION

During financial year ended July 31, 2023, based on the definition above, the NEOs of the Company were: Ranjeet Sundher, Chief Executive Officer and a director, and Alnesh Mohan, Chief Financial Officer. The directors who were not NEOs during the financial year ended July 31, 2023 were Kuljit Basi, Matthew Chatterton, J. Garry Clark and Manavdeep (Mark) Mukhija.

During financial year ended July 31, 2022, based on the definition above, the NEOs of the Company were: Ranjeet Sundher, Chief Executive Officer and a director, and Alnesh Mohan, Chief Financial Officer. The directors who were not NEOs during the financial year ended July 31, 2022 were Kuljit Basi, Matthew Chatterton, J. Garry Clark, Manavdeep (Mark) Mukhija and Ahhishek Tamot.

Abhishek Tamot ceased to be a director of the Company on September 7, 2022. J. Garry Clark was elected a director on September 7, 2022. Manavdeep (Mark) Mukhija was appointed a director on September 29, 2022.

Director and NEO Compensation, Excluding Options and Compensation Securities

Table of Compensation, Excluding Compensation Securities in Financial Years ended July 31, 2023 and July 31, 2022

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 financial years ended July 31, 2023 and July 31, 2022. Options and other compensation securities are disclosed under the heading “ Stock Options and Other Compensation Securities ” of this Form.

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Table of compensation excluding compensation securities
Name and position Year Salary,
consulting
fee, retainer
or
commission
($)
Bonus($) Committeeor
meetingfees
($)
Value of
perquisites
($)
Value of all
other
compensation
($)
Total
compensation
($)
Ranjeet Sundher(1)
Chief Executive Officer
and Director
2023 $120,000 Nil Nil Nil Nil $120,000
2022 $120,000 Nil Nil Nil Nil $120,000
Alnesh Mohan (2)
Chief Financial Officer
2023 $104,260 Nil Nil Nil Nil $104,260
2022 $111,540 Nil Nil Nil Nil $111,540
Kuljit Basi(3)
Director
2023 $120,000 (4) Nil Nil Nil Nil $120,000
2022 $116,400 (4) Nil Nil Nil Nil $116,400
Matthew Chatterton(5)
Director
2023 $12,000 (6) Nil Nil Nil Nil $12,000
2022 Nil Nil Nil Nil Nil Nil
Abhishek Tamot (7)
former Director
2023 Nil Nil Nil Nil Nil Nil
2022 $30,000 (8) Nil Nil Nil Nil $30,000
J. Garry Clark (9)
Director
2023 Nil Nil Nil Nil Nil Nil
2022 Nil Nil Nil Nil Nil Nil
Manavdeep (Mark)
Mukhija(10)
Director
2023 Nil Nil Nil Nil Nil Nil
2022 Nil Nil Nil Nil Nil Nil

Notes:

(1) Mr. Sundher was appointed Chief Executive Officer and Director of the Company on November 2, 2020.

(2) Mr. Mohan was appointed Chief Financial Officer of the Company on April 26, 2021.

(3) Mr. Basi was appointed a Director of the Company on November 2, 2020.

(4) Received as consulting fees for mining engineering consulting work and not as a fee in his capacity as a director.

(5) Mr. Chatterton was appointed a Director of the Company on April 26, 2021.

(6) Received as consulting fees and not as a fee in his capacity as a director.

(7) Mr. Tamot ceased to be a Director of the Company on September 7, 2022.

(8) Received as consulting fees and not as a fee in his capacity as a director.

(9) Mr. Clark was elected a Director of the Company on September 7, 2022.

(10) Mr. Mukhija was appointed a Director of the Company on September 29, 2022.

Outstanding Compensation Securities

Stock Options and Other Compensation Securities

New Form of Omnibus Incentive Plan under TSX Venture Exchange Policy

The Company’s Common Shares were delisted from the Canadian Securities Exchange and the Company’s Common Shares became listed on the TSX Venture Exchange effective on August 31, 2023. As part of the listing of the Company’s Common Shares on the TSX Venture Exchange (the “ Exchange ”), the Company’s board of directors (the “ Board ”) adopted a new form Omnibus Incentive Plan to comply with Exchange Policy 4.4 – Share Based Compensation (the “ Omnibus Incentive Plan ” or “ Plan ”). The Omnibus Incentive Plan replaces and supersedes the Company’s Omnibus Incentive Plan adopted by

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the Board of Directors on July 14, 2022. Shareholders ratified, confirmed and approved the Omnibus Incentive Plan dated for reference August 28, 2023, for continuation in accordance with the policies of the Exchange, at the Company’s annual general meeting held on December 7, 2023.

Material Terms

The following is a description of the key terms of the Omnibus Incentive Plan, which is qualified in its entirety by reference to the full text of the Incentive Plan.

The purpose of the Omnibus Incentive Plan is to promote greater alignment of interests between employees and shareholders, and to support the achievement of the Company’s longer-term performance objectives, while providing a long-term retention element.

The Omnibus Incentive Plan allows for a variety of equity-based awards that provide different types of incentives to be granted to the Company’s directors, officers, and other employees of the Company or a subsidiary, Management Company employees, eligible charitable organizations, consultants and Service Providers providing ongoing services to the Company and its Affiliates, who the Board may determine from time to time, in its sole discretion, to hold contributory positions in the Company or a subsidiary are eligible to participate in the Omnibus Incentive Plan, and will facilitate the grant of stock options (“ Options ”) and restricted share units (“ RSUs ”) (collectively, the “ Awards ”) representing the right to purchase one Common Share; and, in the case of RSUs, the right to receive one Common Share, the cash equivalent of one Common Share, or a combination thereof, in accordance with the terms of the Omnibus Incentive Plan. The following discussion is qualified in its entirety by the text of the Omnibus Incentive Plan.

Under the terms of the Omnibus Incentive Plan, the Board, or if authorized by the Board, a Committee of the Board, may grant Awards to eligible Participants, who are defined in the Omnibus Incentive Plan as directors, officers, and other employees of the Company. Awards may be granted at any time and from time to time in order to: (a) increase Participants’ interest in the Company’s welfare; (b) provide incentives for Participants to continue their services; (c) reward Participants for their performance of services; and (d) to provide a means through which the Company or a subsidiary may attract and retain able persons to enter its employment or into contractual arrangements. Participation in the Omnibus Incentive Plan is voluntary and, if an Eligible Participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such Participant. The interest of any Participant in any Award is non-assignable and non-transferable, whether voluntary, involuntary, by operation of law or otherwise, except upon the death of the Participant.

For greater certainty, a Person whose employment with the Company or a subsidiary has ceased for any reason, or who has given notice or been given notice of such cessation, whether such cessation was initiated by such Employee, Service Provider, the Company or such Subsidiary, as the case may be, shall cease to be eligible to receive Awards under the Plan as of the date on which such Person provides notice to the Company or the Subsidiary, as the case may be, in writing or verbally, of such cessation, or on the Termination Date as defined under the Plan, for any cessation of a Participant’s employment initiated by the Company.

The Omnibus Incentive Plan provides that appropriate adjustments, if any, are made by the Board in connection with a reclassification, reorganization, consolidation, distribution, merger, amalgamation, plan of arrangement, spin-off, dividend payment or other change of the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the Omnibus Incentive Plan. In the event that a Participant receives Common Shares in satisfaction of an Award during a black-out period, such Participant shall not be entitled to sell or otherwise dispose of such Common Shares until such black-out period has expired.

The maximum number of Common Shares reserved for issuance, in aggregate, under the Omnibus Incentive Plan, together with all share-based compensation arrangements of the Company, is the sum of: (i) with respect to Options, 10% of the issued and outstanding Common Shares, calculated as at the date such Option is granted to any Eligible Participants, and (ii) with respect to RSUs, 3,567,448 Common Shares. The aggregate number of Common Shares (i) issued to Insiders (as a group) under the Omnibus Incentive Plan or any other proposed or established share-based compensation arrangement within any one-year period and (ii) issuable to Insiders (as a group) at any time under the Omnibus Incentive Plan or any other proposed or established share-based compensation arrangement, shall in each case not exceed 10% of the aggregate number of issued and outstanding Common Shares (on a non-diluted basis), or such other number as may be approved by the Exchange and the shareholders of the Company from time to time. The aggregate maximum number of Common Shares issued to any one Person under the Omnibus Incentive Plan within any one-year period shall not exceed 5% of the issued and outstanding Common Shares.

The total number of Common Shares, in aggregate, reserved and available for the grant and issuance of RSUs shall not exceed 3,567,448 Common Shares.

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The aggregate number of Common Shares (i) issued to any one consultant under the Omnibus Incentive Plan within any twelve-month period and (ii) issuable to all Persons retained to provide investor relations activities under the Omnibus Incentive Plan within any twelve-month period, shall in each case not exceed 2% of the issued and outstanding Common Shares, calculated at the date an Option is granted to such Investor Relations Service Providers. Investor Relations Service Providers are eligible to receive only Options pursuant to the Omnibus Incentive Plan and are not eligible to receive RSUs.

The aggregate number of Common Shares to all Eligible Charitable Organizations under the Plan and any other proposed or established Share Compensation Arrangements, shall not exceed one percent (1%) of the Outstanding Issue from time to time, calculated at the date a Charitable Stock Option is granted to such Eligible Charitable Organizations.

Pursuant to the Omnibus Incentive Plan, Options must be granted by the Board, or its appointed Board Committee, pursuant to terms specified in the Option Grant Agreement, including designated Eligible Participants, setting the term of the Options, the number of Options granted, the Option Price which shall not be less than the closing price of the Common Shares on the Exchange on the day prior to the date of grant (the “ Market Value ”), and the relevant vesting provisions. An Option shall be exercisable during a period established by the Board, which shall commence on the date of the grant and shall terminate no later than ten (10) years after the date of grant of the Award or such shorter period as the Board may determine. The Omnibus Incentive Plan provides that the exercise period shall automatically be extended if the date on which it is scheduled to terminate shall fall during a blackout period. In such cases, the extended exercise period shall terminate 10 business days after the last day of the blackout period.

With respect to Options granted to Investor Relations Service Providers the Board will specify the particular terms of such Options and will determine, at its sole discretion, the Investor Relations Service Providers who will receive Options, the number of Options to be granted and the date of grant of such Options, the Term and Option Price and the relevant vesting provisions, including Performance Criteria, if applicable. Vesting of Options granted to Investor Relations Service Providers will occur in stages over a period of not less than twelve months with a maximum of 25% of the Options vesting in any threemonth period, and there can be no acceleration of the vesting requirements applicable to Options granted to Investor Relations Service Providers. All terms of Options awarded to Investor Relations Service Providers are subject to the Option Grant Agreement by which such Options are awarded, as well as to any applicable rules of the Exchange.

The Company has added the availability of a cashless exercise or net exercise provision to the Omnibus Incentive Plan, which cashless or net exercise provisions are not available to Investor Relations Service Providers. Cashless Exercise or Net Exercise allows for the exercise of Options based on selling a sufficient number of the Common Shares available for issue upon exercise of the Options to realize the payment of the Option Price and all applicable withholding obligations.

The Omnibus Incentive Plan also provides that the Board, or its appointed Committee, determines and the RSU Grant Agreement shall specify, the relevant conditions and vesting provisions, including the Performance Period and Performance Criteria required to achieve vesting. The Board shall also determine the RSU Restriction Period, provided that such RSU Restriction Period shall begin a minimum of one year following the date of the Award of the RSU as specified in the RSU Grant Agreement and such Restriction Period shall have an end date not exceeding three years after the calendar year in which the RSU Award was granted, subject to the RSU Vesting Determination Date. The RSU Vesting Determination Date must fall after the end of the Performance Period and must be no later than the last day of the RSU Restriction Period. Unless specified otherwise in the RSU Grant Agreement, one-third (1/3) of RSUs awarded pursuant to the RSU Grant Agreement shall vest on each of the first three anniversaries of the date of grant specified in the RSU Grant Agreement. No RSUs will vest prior to one year from the date of award of such RSU. Acceleration of vesting of RSUs is permitted in connection with the death of the relevant Participant; or in connection with a change of control, take-over bid, reverse-take-over or other similar transaction. The Omnibus Incentive Plan has been amended to add that, if upon receipt by the Company of a RSU Redemption Notice, the Company does not have a sufficient number of Common Shares reserved for issuance under the Incentive Plan, in lieu of issuing Common Shares to settle the RSUs, the Company will make payment of a cash amount to the applicable Participant for a value equal to the number of RSUs multiplied by the Market Value, subject to any applicable deductions and withholdings.

The following table describes the impact of certain events upon the rights of holders of Awards under the Omnibus Incentive Plan, including termination for cause, resignation, termination other than for cause, retirement, death and change in control, subject to the terms of a participant’s employment agreement:

Event Provisions
Termination for cause ................................... Immediate forfeiture of all unexercised vested and
unvested Awards
Resignation ................................................... Forfeiture of all unvested Awards and the earlier of
the original expiry date and 90 days after resignation

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Event Provisions
to exercise vested Awards or such longer period as the
Board may determine in its sole discretion.
Acceleration of Vesting ................................ Acceleration of vesting is permitted if: (i) a
Participant ceases to be an eligible Participant in
connection with a change of control, take-over bid or
other similar transaction; or (ii) after the death of a
Participant,
the
relevant
Exercise
Notice
or
Redemption Notice must be submitted by the
administrator
or
liquidator
of
the
deceased
Participant’s estate; and the required vesting period
minimum of one year prior to the date of redemption
is waived, but such must be stated in the Exercise
Notice or Redemption Notice.
Termination other than for cause .................. Subject to the terms of the grant or as determined by
the Board, upon a Participant’s termination without
cause the number of Awards that may vest is subject
to pro-ration over the applicable performance or
vesting period.
Retirement..................................................... Upon the retirement of a Participant’s employment
with the Company, any unvested Awards held by the
Participant as at the termination date will continue to
vest in accordance with the applicable vesting
schedule, and all vested Awards held by the
Participant at the termination date may be exercised
until the earlier of the expiry date of the Awards or six
(6) months following the termination date, provided
that if the Participant breaches any post-employment
restrictive covenants in favour of the Company
(including
non-competition
or
non-solicitation
covenants), then any Awards held by such Participant,
whether vested or unvested, will immediately expire
and the Participant shall pay to the Company any “in-
the-money” amounts realized upon exercise of
Awards following the termination date.
Death............................................................. All unvested Awards will vest and may be exercised
within 180 days after death.
Change of Control......................................... If a Participant is terminated without “cause” or
resigns for good reason during the twelve (12) month
period following a change in control, or after the
Company has signed a written agreement to effect a
change in control but before the change in control is
completed,
then
any
unvested
Awards
will
immediately vest and may be exercised within thirty
(30) calendar days of such date.

In connection with a change of control of the Company, the Board will take such steps as are reasonably necessary or desirable to cause the conversion or exchange or replacement of outstanding Awards into, or for, rights or other securities of substantially equivalent (or greater) value in the continuing entity, provided that the Board may accelerate the vesting of Awards if: (i) the required steps to cause the conversion or exchange or replacement of Awards are impossible or impracticable to take or are not being taken by the parties required to take such steps (other than the Company); or (ii) the Company has entered into an agreement which, if completed, would result in a change of control and the counterparty or counterparties to such agreement require that all outstanding Awards be exercised immediately before the effective time of such transaction or terminated on or after the effective time of such transaction.

The Board may, in its sole discretion, suspend or terminate the Omnibus Incentive Plan at any time, or from time to time, amend, revise or discontinue the terms and conditions of the Omnibus Incentive Plan or of any Award granted under the

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Omnibus Incentive Plan and any grant agreement relating thereto, subject to any required regulatory, shareholder and Exchange approval, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any Award previously granted except as permitted by the terms of the Omnibus Incentive Plan or as required by applicable laws.

Outstanding Compensation Securities

There were no stock options outstanding (option-based awards) to an NEO or to a Director who was not an NEO at financial year ended July 31, 2023. A total of 475,000 stock options granted on March 15, 2022, at an exercise price of $1.04, expiring on March 15, 2024, were voluntarily cancelled by the option holders on April 18, 2023. Abhishek Tamot resigned as a Director of the Company on September 7, 2022. Mr. Tamot’s 25,000 stock options granted on March 15, 2022, at an exercise price of $1.04, expiring on March 15, 2024, expired, without having been exercised.

There were no restricted share units (share-based awards) outstanding to an NEO or to a Director who was not an NEO at financial year ended July 31, 2023.

Exercise of Compensation Securities by NEOs and Directors

There were no exercises by NEOs or directors of the Company of stock options during financial years ended July 31, 2023 and July 31, 2022.

Employment, Consulting and Management Agreements

Ranjeet Sundher, Chief Executive Officer

The Company entered into a consulting agreement with Ranjeet Sundher effective June 1, 2021, pursuant to which Mr. Sundher was retained as the CEO of the Company. Mr. Sundher’s compensation in respect of such services includes a base fee of $10,000 per month and bonuses payable at the sole discretion of the Board. In addition, Mr. Sundher may invoice the Company for pre-approved expenses incurred in connection with his role as CEO of the Company.

Alnesh Mohan, Chief Financial Officer

The Company entered into an agreement with Quantum Advisory Partners LLP effective April 26, 2021, pursuant to which Quantum Advisory Partners LLP has agreed to provide CFO services to the Company. The CFO services are currently provided by Alnesh Mohan. Pursuant to the agreement, fees for services were initially be billed on an hourly basis, and moved to a monthly fee once the required level of assistance was established. The fees for CFO services under this agreement are billed on an hourly basis at a rate of $300 per hour and invoiced monthly.

Kuljit Basi, Director

The Company has retained SVK Metrix Inc. (“SVK”), a company controlled by Kuljit Basi, to perform metallurgical support, research, and operations support consulting services. SVK receives compensation of $10,000 per month for such services. The Company does not have a written agreement with SVK at this time.

Bonus Incentive Compensation

The Company’s objective is to achieve certain strategic objectives and milestones. The Board considers executive bonus compensation dependent upon the Company meeting those strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses. The Board approves executive bonus compensation dependent upon compensation levels based on recommendations of the CEO. Such recommendations are generally based on information provided by issuers that are similar in size and scope to the Company’s operations.

Equity Participation

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Company’s incentive compensation plan. Under the Company’s Omnibus Incentive Plan as detailed above, stock options and RSUs are granted to directors, officers, and other employees of the Company or a subsidiary, Management Company employees, eligible charitable organizations, consultants and Service Providers providing ongoing services to the Company and its Affiliates, who the Board may determine from time to time, in its sole discretion, to hold contributory positions in the Company, or a subsidiary are eligible to participate in the Omnibus Incentive Plan, taking into account a number of factors, including the amount and term of Options and RSUs previously granted,base salary and bonuses and competitive factors. The amounts and terms of Options and RSUs granted will be determined by a committee of the Board based on recommendations put forward by the CEO. Due to the Company’s limited financial resources, the Company emphasizes the provisions of Option and RSU grants to maintain executive motivation.

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Oversight and description of director and named executive officer compensation

The Company does not have a Compensation Committee. The Board, in its entirety makes decisions in respect of the total compensation paid by the Company to its senior executives and significant consultants.

The compensation of the Company's Named Executive Officers has been established with a view of attracting and retaining executives critical to the Company's short and long-term success and to continue providing executives with compensation that is in accordance with existing market standards. As the Company does not have a Compensation Committee, compensation provided to the Company’s NEOs is determined by the Board as a whole and reviewed annually. In establishing executive compensation policies, the Board takes into consideration the recommendations of management and, following discussion and review, considers them for final approval.

Compensation of the Company's Named Executive Officers is comprised of a base salary or consulting fees, performancebased bonuses payable in cash or shares in the Company and equity participation through the Company's stock option plan (as more particularly described below). Through its executive compensation practices, the Company seeks to provide value to its shareholders by employing a strong executive leadership team. Specifically, the Company's executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve the Company's strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to the Company's success, and align the interests of the Company's executives and shareholders by motivating executives to increase shareholder value.

The Board does not conduct a formal evaluation of the implications of the risks associated with the Company's compensation practices and policies. Risk management is a consideration of the Board when implementing its compensation policies and the Board does not believe that the Company's compensation policies result in unnecessary or inappropriate risk-taking including risks that are likely to have a material adverse effect on the Company.

Philosophy and Objectives

The Company is a mineral exploration and development company focused on rare earth elements based in Vancouver, British Columbia. The compensation program for the senior management of the Company is designed within this context with a view that the level and form of compensation achieves certain objectives, including:

  • (a) attracting and retaining qualified executives;

  • (b) motivating the short and long-term performance of these executives; and

  • (c) better aligning their interests with those of the Company’s shareholders.

In compensating its senior management, the Company has employed a combination of base salary and equity participation through its Omnibus Incentive Plan. Recommendations for senior management compensation are presented to the Board for review.

Base Salary and Consulting Fees

The Company believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Company also believes that attractive base salaries can motivate and reward executives for their overall performance.

To the extent that the Company has entered into employment agreements with its executives, the base salaries of such individuals reflect the base salaries that the Company negotiated with them. The base salaries that the Company negotiated with its executives were based on the individual experience and skills of, and expected contribution from, each executive, the roles and responsibilities of the executive, the base salaries of the Company's existing executives and other factors.

Compensation Review Process

Risks Associated with the Company’s Compensation Program

The Company’s directors consider the risks to the Company associated with decisions regarding the Company’s compensation program. The Company intends to further formalize its compensation policies and practices and will take into consideration the implications of the risks associated with the Company’s compensation program and how it might mitigate those risks.

Benefits and Perquisites

The Company does not, as of the date of this Form, offer any benefits or perquisites to its directors and NEOs other than potential grants of Options and RSUs as otherwise disclosed and discussed herein.

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Hedging by Directors or NEOs

The Company has not, to date, adopted a policy restricting its executive officers and directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, which are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by executive officers or directors. The Company is not, however, aware of any directors of officers having entered into this type of transaction

External Management Companies

The Company entered into an agreement with Quantum Advisory Partners LLP dated April 26, 2021 for the provision of CFO services provided by Alnesh Mohan, as well as certain other accounting services. Pursuant to the agreement, fees for services were initially billed on an hourly basis, and moved to a monthly fee once the required level of assistance was established. Current rates for accounting and CFO services range from $100 to $300 per hour. Mr. Alnesh is paid a salary for his role at Quantum Advisory Services LLP, and his salary is not directly attributable to his work with the Company. Quantum Advisory Services Partners LLP invoices the Company $300 per hour for Mr. Mohan’s CFO services provided to the Company.

Pension Plan Benefits

The Company has no pension plan arrangements or benefits with respect to any of its NEOs, directors or employees.

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