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Tectonic Metals Inc. — Remuneration Information 2025
Jun 26, 2025
47598_rns_2025-06-26_18b3031d-3bad-49d0-99b1-5dc6cfe14c18.pdf
Remuneration Information
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TECTONIC
METALS INC.
STATEMENT OF EXECUTIVE COMPENSATION
(for the year ended December 31, 2024)
The following information is presented in accordance with National Instrument 51-102 – Continuous Disclosure Obligations and Form 51-102F6V – Statement of Executive Compensation - Venture Issuers and sets forth compensation for each NEO (as defined below) and director of Tectonic Metals Inc. ("Tectonic" or the "Company") during the financial year ended December 31, 2024. This Statement of Executive Compensation is dated for reference June 26, 2025.
ITEM 1 – GENERAL
Definitions
For the purpose of this Statement of Executive Compensation:
"Board" means the Company's board of directors;
"CEO" means Chief Executive Officer;
"CFO" means Chief Financial Officer;
"Common Shares" means common shares in the capital of the Company;
"Compensation Committee" has the meaning given to such term under the heading "Compensation Discussion and Analysis – Compensation Philosophy";
"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);
"NEOs" or "Named Executive Officers" has the meaning given to such term under the heading "Compensation Discussion and Analysis – Named Executive Officers";
"Option" means stock options to purchase Common Shares;
"Equity Incentive Plan" means the Amended and Restated Equity Incentive Plan of the Company dated September 21, 2023 which was last approved for continuation at the Company's AGM held on September 19, 2024;
"Option Holder" means an Eligible person, as defined in the Equity Incentive Plan, who has received a grant of Options.
"Person" means any individual, partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, trust, trustee, executor, administrator, or other legal personal representatives, regulatory body or agency, government or governmental agency, authority or entity howsoever designated or constituted;
"Shareholders" means the holders of Common Shares;
"SEDAR+" means the System for Electronic Document Analysis and Retrieval;
"TSXV" means the TSX Venture Exchange; and
2
"Qualified Successor" means a Person who is entitled to ownership of an Option upon the death of an Option Holder, pursuant to a will or the applicable laws of descent and distribution upon death.
Currency
In this Statement of Executive Compensation, unless otherwise indicated, all dollar amounts and references to “$” are to Canadian dollars.
ITEM 2 – COMPENSATION DISCUSSION AND ANALYSIS
Named Executive Officers
Securities legislation requires the disclosure of the compensation received by each named executive officer of the Company (collectively, the “NEOs” or “Named Executive Officers”). “Named Executive Officer” is defined by securities legislation to mean:
(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as 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 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 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.
During the Company's financial year ended December 31, 2024, the Named Executive Officers of the Company were Antonio Reda (President, CEO and Director of the Company), Oliver Foeste (CFO and Corporate Secretary), and Peter Kleespies (Vice President, Exploration).
Compensation Philosophy
The Board has established a compensation committee (the “Compensation Committee”) which, for financial year ended December 31, 2024, consisted of Allison Rippin Armstrong, Antonio Reda, Joseph Perkins, and Michael Roper, to consider and advise on the compensation of its directors and officers, in light of Tectonics’ corporate and strategic goals.
In determining the compensation to be paid or awarded to its executives, the Compensation Committee seeks to encourage the advancement of the Company’s exploration projects, with a view to enhancing Shareholder value. To achieve these objectives, the Company believes it is critical to create and maintain a compensation program that attracts and retains committed, highly qualified personnel by providing appropriate rewards and incentives that align the interest of its executives with those of its Shareholders. In addition, as Tectonic, currently, has no revenues from operations and operates with limited financial resources, the Compensation Committee needs to consider not only the Company’s financial situation at the time of determining executive compensation but also the Company’s estimated financial situation in the mid and long term.
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The Company's executive compensation program consists of a combination of base salary and long-term incentives in the form of participation in the Equity Incentive Plan. In making its determinations regarding the various elements of executive grants of Options, the Company will seek to meet the following objectives:
(a) to attract, retain and motivate talented executives who create and sustain Tectonic's continued success within the context of compensation paid by other companies of comparable size engaged in similar business in appropriate regions;
(b) to align the interests of the NEOs with the interests of the Shareholders; and
(c) to incentivize extraordinary performance from the Company's key employees.
The Company is an early-stage exploration company and may not generate revenues from operations for a significant period of time. As a result, the use of traditional performance standards, such as corporate profitability, is not considered by the Company to be appropriate in the evaluation of the performance of its executive officers. The Company does not conduct peer group evaluations in assessing director and NEO compensation.
Director Compensation
During the financial year ended December 31, 2024, directors of the Company who were not officers or employees of the Company were not paid any annual fees. Directors are eligible to participate in the Equity Incentive Plan. Directors are entitled to be reimbursed for expenses incurred by them in their capacity as directors. Directors who are also officers or employees of the Company were not paid any amount as a result of their serving as directors of the Company.
Elements of Compensation
Base Salary
The base salary for each executive is established by the Board, on the recommendation of the Compensation Committee, based upon the position held by such executive, competitive market conditions, such executive's related responsibilities, experience and the NEOs skill base, the functions performed by such executive and the salary ranges for similar positions in comparable exploration-stage junior mining companies. Individual and corporate performance is also taken into account in determining base salary levels for executives.
Cash Bonuses
Cash bonuses do not form a normal part of Tectonic's executive compensation. However, the Company may elect to utilize such incentives where the role-related context and competitive environment suggest that such a compensation modality is appropriate. When and if utilized, the amount of cash bonus compensation will normally be paid on the basis of timely and successful achievement of the Company's annual goals and milestones. Each goal/milestone will be selected based upon consideration of its impact on Shareholder value creation and the ability of the Company to achieve the milestone during a specific interval. The amount of bonus compensation will be determined based upon achievement of the milestone, its importance to the Company's near and long-term goals at the time such bonus is being considered, the bonus compensation awarded to similarly situated executives in similarly situated exploration-stage junior mining companies or any other factors the Compensation Committee may consider appropriate at the time such performance-based bonuses are decided upon.
The quantity of bonus will normally be a percentage of base salary not to exceed $100\%$. However, in exceptional circumstances, the quantity of bonus paid may be connected to Shareholder value creation embodied in the pre-agreed milestones. The Company's determination to pay cash bonuses going forward will be evaluated on an ongoing basis by the Compensation Committee.
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Options
The Company adopted the Equity Incentive Plan on September 21, 2023 which was re-approved by the Shareholders at the annual general meeting of the Company on September 19, 2024. The purpose of the Equity Incentive Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors, officers, employees and consultants, to reward those individuals from time to time for their contributions toward the long-term goals of the Company and to enable and encourage those individuals to acquire Common Shares as long term investments. Because many of the most capable individuals in the mining industry work for companies who can offer attractive cash and bonus compensation and a high level of employment security, Options represent a compensation element that balances the loss of employment security that such individuals must accept when moving to a junior exploration company such as Tectonic. Options are also an important component of aligning the objectives of Tectonic's executive officers and consultants with those of its Shareholders, while encouraging them to remain associated with the Company.
Tectonic provides significant Option positions to its executive officers and consultants. The precise amount of Options to be offered is governed by the importance of the role within the Company, by the competitive environment within which Tectonic operates, and by the regulatory limits on Option grants that cover organizations such as Tectonic. When considering an award of Options to an executive officer, consideration of the number of Options previously granted to the executive may be taken into account, however, the extent to which such prior grants remain subject to resale restrictions will generally not be a factor.
Hedging by Named Executive Officers or Directors
The Company has no policy with respect to NEOs or directors purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.
Compensation Risks
In making its compensation-related decisions, the Compensation Committee and Board carefully consider the risks implicitly or explicitly connected to such decisions. These risks include the risks associated with employing executives who are not world-class in their capabilities and experience, the risk of losing capable but under-compensated executives, and the financial risks connected to the Company's operations, of which executive compensation is an important part.
In adopting the compensation philosophy described above, the principal risks identified by the Company are:
(a) that the Company will be forced to raise additional funding (causing dilution to Shareholders) in order to attract and retain the calibre of executive employees that it seeks; and
(b) that the Company will have insufficient funding to achieve its objectives.
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DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION
Director and Named Executive Officer Compensation Excluding Compensation Securities
The following table sets forth all compensation earned by each of the Company's NEOs and directors during the financial year ended December 31, 2024.
| Compensation excluding compensation securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and position | Year | Salary, consulting fee, retainer or commission ($) | Bonus ($) | Committee or meeting fees ($) | Value of perquisites ($) | Value of all other compensation ($) | Total compensation ($) |
| Antonio Reda | |||||||
| President, CEO and Director | 2024 | 255,000(1) | 100,000 | Nil | Nil | Nil | 355,000 |
| 2023 | 250,000(1) | 120,000 | Nil | Nil | Nil | 370,000 | |
| Oliver Foeste | |||||||
| CFO and Corporate Secretary | 2024 | 215,718(2) | Nil | Nil | Nil | Nil | 215,718 |
| 2023 | 221,875(2) | Nil | Nil | Nil | Nil | 221,875 | |
| Peter Kleespies | |||||||
| Vice President, Exploration | 2024 | 180,000 | 25,000 | Nil | Nil | Nil | 205,000 |
| 2023 | 175,000 | 35,000 | Nil | Nil | Nil | 210,000 | |
| Allison Rippin | |||||||
| Armstrong | |||||||
| Director | 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
| 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |
| Michael Roper | |||||||
| Director | 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
| 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |
| Joseph Perkins | |||||||
| Director | 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
| 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |
| John Armstrong(3) | |||||||
| Director | 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
| 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |
| Curt Freeman(4) | |||||||
| Former Director | 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
| 2023 | Nil | Nil | Nil | Nil | Nil | Nil |
Notes:
(1) In addition to this salary Mr. Reda was paid $19,231 in unused vacation pay in 2024 and $23,815 in 2023.
(2) Services provided by Mr. Foeste are through Invictus Accounting Group LLP ("Invictus"), which Mr. Foeste is managing Partner. Invictus provides the Company the services of multiple team members to provide services including bookkeeping, accounting, controllership, financial reporting, tax compliance, and private placement administration, which are in addition to the CFO and corporate secretary services.
(3) Mr. Armstrong was appointed as a Director of the Company on February 29, 2024.
(4) Mr. Freeman resigned as a Director of the Company on February 14, 2024.
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Stock Options and Other Compensation Securities
The following table sets forth all compensation securities granted or issued to each director and named executive officer by the company or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries.
| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and position | Type of compensation security | Number of compensation securities, number of underlying securities, and percentage of class | Date of issue or grant | Issue, conversion or exercise price ($) | Closing price of security or underlying security on date of grant ($) | Closing price of security or underlying security at year end ($) | Expiry date |
| Antonio Reda | |||||||
| President, CEO and Director | Options | 80,000 | August 19, 2024 | 0.90 | 0.60 | 0.40 | August 19, 2029 |
| Peter Kleespies | |||||||
| Vice President, Exploration | Options | 30,000 | August 19, 2024 | 0.90 | 0.60 | 0.40 | August 19, 2029 |
| John Armstrong | |||||||
| Director | Options | 50,000 | March 01, 2024 | 1.00 | 0.80 | 0.40 | March 01, 2029 |
Notes:
(1) On May 20, 2025, the Company consolidated its issued share capital on a ratio of ten (10) to one (1) new post-consolidated common share. All current and comparative references to the number of Common Shares and Options have been restated to give effect to this share consolidation (the "Share Consolidation").
Exercise of Options and Other Compensation Securities
There was no exercise of Options or other compensation securities by any NEO or director of the Company during the financial year ended December 31, 2024.
Equity Incentive Plan
The following information is intended as a summary of the Equity Incentive Plan and is qualified in its entirety by the full text of the Equity Incentive Plan, which is attached as Schedule "A" to the Company's information circular dated August 8, 2024, available under the Company's profile on SEDAR+ at www.sedarplus.ca, and which was re-approved by the Shareholders at the annual general meeting of the Company on September 19, 2024.
The Equity Incentive Plan is administered, initially, by the CFO of the Company and thereafter by such director or other senior officer or employee of the Company as may be designated as administrator by the Board from time to time (the "Administrator"). The Board may delegate to the Administrator or any director, officer or employee of the Company such administrative duties and powers as it may see fit.
The eligible participants are any director, officer, employee or consultant of the Company (including any subsidiary of the Company), as the Board may determine. Each Option entitles the holder thereof (an "Option Holder") to purchase one Common Share at an exercise price set at the time of the grant.
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Subject to certain limitations, the number of Common Shares that are available for directors, officers, employees and consultants to acquire pursuant to any Options granted shall not at any time exceed 10% of the Company's then outstanding Common Shares.
For so long as the Common Shares are listed on the TSXV, the number of Common Shares which may be issuable under the Equity Incentive Plan and all of the Company's other previously established or proposed share compensation arrangements (a) shall not exceed 10% of the total number of the issued and outstanding Common Shares; (b) to any one Option Holder within a 12 month period shall not exceed 5% of the total number of the issued and outstanding Common Shares; and (c) within a one-year period (i) to any one person, shall be no more than 5% of the total number of issued and outstanding Common Shares, with the exception of a consultant who may not receive grants of more than 2% of the total number of issued and outstanding Common Shares; and (ii) to persons employed to conduct Investor Relations Activities (as such term is defined in the policy manual of the TSXV), shall be no more than an aggregate of 2% of the total number of the issued and outstanding Common Shares at any one time.
The exercise price of an Option is determined by the Board at the time of the grant and typically done at a premium to the current market trading share price and never lower than the market value of the Common Shares as of the award date. For so long as the Common Shares are listed on the TSXV or one or more alternative organized trading facilities, the market value shall be (a) the closing price of the Common Shares on the last trading day immediately preceding the award date; or (b) a value within the parameters set by the guidelines or policies of such organized trading facility. If the Common Shares are not listed on any organized trading facility, the market value shall be determined by the Board, subject to the necessary approvals of the applicable regulatory authorities.
The vesting and exercise period of an Option is determined by the Board at the time of grant; however, the exercise period of an Option shall not be greater than ten years from the award date.
Subject to certain limitations, and unless otherwise determined by the Board, in the event that an Option Holder's position as a director, officer, employee or consultant is terminated for any reason other than long term disability, death or for cause, the Options held by such Option Holder may be exercised within 90 days of termination, provided such Options have vested and not expired.
Subject to certain limitations, in the event that an Option Holder's position as a director, officer, employee or consultant is terminated as a result of his or her long-term disability, any Options held by such Option Holder that could have been exercised immediately prior to such termination of service shall be exercisable by such Option Holder, or by his or her guardian, for a period of one year following the termination of service of such Option Holder.
Subject to certain limitations, in the event that an Option Holder's position as a director, officer, employee or consultant is terminated as a result of death, any Options held by such Option Holder shall pass to the Qualified Successor of such Option Holder, and shall be exercisable by the Qualified Successor for a period of one year following the death.
In the event that an Option Holder's employment is terminated for cause, the Options held by such Option Holder shall expire and terminate on the date of such termination for cause.
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Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets out information on the Company's equity compensation plans under which Common Shares are authorized for issuance as at December 31, 2024.
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |
|---|---|---|---|
| Plan Category | (a) | (b) | (c) |
| Equity compensation plans approved by securityholders (1) | 1,946,500 | Nil | 2,252,038 |
| Equity compensation plans not approved by securityholders | Nil | Nil | Nil |
| Total | 1,946,500 | Nil | 2,252,038 |
Notes:
(1) On May 20, 2025, the Company completed the Share Consolidation. All current and comparative references to the number of Common Shares and Options have been restated to give effect to this Share Consolidation.
(2) The Equity Incentive Plan was re-approved by the Shareholders at the annual general meeting of the Company on September 19, 2024.
Employment, Consulting and Management Agreements
During the year ended December 31, 2024 the Company had employment or consulting agreements with Mr. Reda, the Company's CEO and Director and Mr. Kleespies, Vice President, Exploration, the Company had no other employment or consulting agreements with its executive officers during the year ended December 31, 2024. Particulars of the agreements between the Company and each of these individuals are provided below. Oliver Foeste, CFO and Corporate Secretary, is compensated indirectly pursuant to the Invictus Agreement, as further described below.
The material terms of each 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 NEO are as follows:
Antonio Reda, President, Chief Executive Officer and Director
In the event of termination without cause, Mr. Reda is entitled to a lump sum payment equal to twelve months of salary plus one additional month of salary for each completed year of service (prorated for partial years), up to a maximum of 24 months. Mr. Reda may terminate his employment with 60 days' advance notice.
In the event of termination or resignation for good reason within twelve months subsequent to a change of control, Mr. Reda is entitled to a lump sum payment equal to two times his annual compensation, which includes his current salary plus the average of any bonuses paid to Mr. Reda within the last three years. Any termination or resignation following a change of control requires two months' notice.
In the event that Tectonic is no longer liquid and cannot pay its debts, Mr. Reda waives his entitlement to any lump sum payment beyond any amounts he is entitled to under the Employment Standards Act (British Columbia) due to termination without cause.
The employment agreement with Mr. Reda also contains a non-solicitation clause, which applies for six months after termination.
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Invictus Accounting Group LLP Agreement
Tectonic entered into an agreement with Invictus Accounting Group LLP effective October 1, 2022 (the "Invictus Agreement"), pursuant to which Invictus assumed responsibility of the Company's accounting, finance, and administration departments, which include provision of the CFO role (see below), ongoing bookkeeping and accounting services, financial reporting, maintenance of internal controls, treasury, and assistance with information circulars, private placements and other accounting and finance related activities. Under the Invictus Agreement, Oliver Foeste, founder and Managing Partner at Invictus, assumed the role of CFO and Corporate Secretary of the Company effective as of October 1, 2022. Invictus is located at 1400 - 1199 West Hastings Street, Vancouver, BC V6E 3T5.
In consideration for the services provided to the Company by Mr. Foeste as CFO and Corporate Secretary, fees are based on a time and materials basis and are dependent upon access to information, complexity, and breadth of work required by the Company.
Mr. Foeste is also eligible to receive Options and/or cash payments as determined by the CEO and/or the Board commensurate with those allocated or payable to other senior executives of the Company and based on annual corporate and individual objectives.
The agreement can not be modified except by written agreement between the parties. Either party may terminate the agreement, with or without cause, by providing 90 days written notice to the other party, noting that the notice period may be shortened as mutually agreed, with the parties acting reasonably. In the event of early termination, for whatever reason, the Company will be invoiced for time and expenses incurred up to the end of the notice period together with reasonable time and expenses incurred to bring the engagement to a close in a prompt and orderly manner.
Peter Kleespies, Current Vice President, Exploration
The term of the Agreement continues until terminated in accordance with termination provisions of the Agreement. Either party may terminate the Agreement, with or without cause, by providing 60 days written notice to the other party.
Following the first year of services, if Mr. Kleespies is terminated by the Company other than for just cause the Company shall pay to the Consultant or their beneficiary, heirs or estate a cash termination payment equal to one months' fee in effect upon the date of termination.
The estimated amounts payable under the various termination scenarios, assuming the applicable NEO's employment had been terminated by the Company effective December 31, 2024, are outlined in the table below:
| Name and Principal Position | Termination without Cause | Change of Control with Termination |
|---|---|---|
| Antonio Reda, President, CEO and Director | $422,500 | $666,667 |
| Oliver Foeste, current CFO and Corporate Secretary | N/A | N/A |
| Peter Kleespies, current Vice President, Exploration | $15,417 | N/A |
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External Management Companies
Except as set out herein under the heading “Employment, Consulting and Management Agreements”, there are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.
Pension Benefits
The Company does not currently provide a pension to any NEO or director, nor does it currently anticipate having any deferred compensation plan or pension plan that provide for payments or benefits at, following or in connection with retirement.
Indebtedness of Directors and Executive Officers
None of the directors, executive officers or employees of the Company or former directors, executive officers or employees of the Company or its subsidiaries had any indebtedness outstanding to the Company or any of the subsidiaries as at the date thereof and no indebtedness of these individuals to another entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of the subsidiaries as at the date thereof. Additionally, no individual who is, or at any time during the Company's last financial year was, a director or executive officer of the Company, proposed management nominee for director of the Company or associate of any such director, executive officer or proposed nominee is as at the date thereof, or at any time since the beginning of the Company's last financial year has been, indebted to the Company or any of its subsidiaries or to another entity where the indebtedness to such other entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, including indebtedness for security purchase or any other programs.