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Terreno Resources Corp. — Proxy Solicitation & Information Statement 2025
Nov 17, 2025
44337_rns_2025-11-17_83e7e3b4-a1ba-44a3-a603-4fa34466cfe6.pdf
Proxy Solicitation & Information Statement
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MANAGEMENT INFORMATION CIRCULAR
As at November 4, 2025
SOLICITATION OF PROXIES
THIS MANAGEMENT INFORMATION CIRCULAR (“CIRCULAR”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF TERRENO RESOURCES CORP. (the “Company”) of proxies to be used at the annual and special meeting of shareholders of the Company to be held on Tuesday December 9, 2025 at Suite 219, 120 Carlton Street East, Toronto, Ontario at the hour of 3:00 p.m. (Eastern time), and at any adjournment or postponement thereof (“Meeting”) for the purposes set out in the enclosed notice of meeting (“Notice”). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Company’s proxy solicitation materials (“Meeting Materials”) to the beneficial owners of the common shares of the Company (“Common Shares”) held of record by such parties. The Company may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Company. The Company may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Company in favour of the matters set forth in the Notice.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the enclosed form of proxy represent management of the Company. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO either by inserting such person’s name in the blank space provided in the accompanying form of proxy or by completing another proper form of proxy and, in either case, delivering the completed proxy to the Company’s registrar and transfer agent, Computershare Investor Services Inc., 320 Bay Street, 14th floor, Toronto, Ontario M5H 4A6 (“Transfer Agent”) so it is received on or before 3:00 p.m. (Eastern time) on Friday, December 5, 2025 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting. Each shareholder is entitled to appoint a person to represent such shareholder at the Meeting, who need not be one of the persons named in the accompanying form of proxy.
A proxy must be signed in writing or, subject to the means of electronic signature permitting a reliable determination that the document was created or communicated by or on behalf of the shareholder or the attorney, as the case may be, by electronic signature by the shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signature or, if the shareholder is a body corporate, by an officer or attorney of the body corporate duly authorized.
In addition to any other manner permitted by law, a shareholder may revoke a proxy before it is exercised by depositing an instrument in writing signed by the shareholder or by the shareholder’s attorney authorized in writing at the registered office of the Company at any time up to and including the last business day preceding the date of the Meeting or any adjournment or postponement thereof at which the proxy is to be used, or with the chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof, or any other manner permitted by law.
A registered shareholder, or a non-objecting beneficial owner (“NOBO”) whose name has been provided to the Transfer Agent, will appear on a list of shareholders prepared by the Transfer Agent for the purposes of the Meeting. A registered shareholder or NOBO attending the Meeting has the right to vote in person and if he or she does so, his or her proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment or postponement thereof.
EXERCISE OF DISCRETION BY PROXIES
Proxies received in favour of management will be voted and, where a choice is specified, will be voted in accordance with the choice so specified in the proxy. WHERE NO CHOICE IS SPECIFIED, THE PROXY WILL CONFER DISCRETIONARY AUTHORITY AND WILL BE VOTED FOR THE ITEMS OF BUSINESS AS SET OUT IN THE NOTICE AND AS STATED ELSEWHERE IN THIS CIRCULAR.
The enclosed form of proxy also confers discretionary authority upon the persons named therein with respect to any amendments or variations to the matter identified in the accompanying Notice, and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his or her judgement may determine. HOWEVER, IF OTHER MATTERS WHICH ARE NOT PRESENTLY KNOWN TO THE MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ACCOMPANYING PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE PERSON OR PERSONS VOTING THE PROXY. As of the date of this Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the accompanying Notice.
VOTING BY NON-REGISTERED SHAREHOLDERS
Only registered shareholders of the Company, NOBOs or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a Non-Registered Holder are registered either: (i) in the name of an intermediary (an “Intermediary”) with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. (“CDS”)) of which the Intermediary is a participant. Non-Registered Holders do not appear on the list of the shareholders of the Company maintained by the Transfer Agent. In accordance with the requirements of NI 54-101, the Company will have distributed copies of the Meeting Materials to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. Intermediaries are required to forward the meeting materials to Non-Registered Holders. Non-Registered Holders, other than NOBOs, will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.
A. Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete, sign and return the voting instruction form in accordance with the directions provided and a form of proxy giving the right to attend and vote will be forwarded to the Non-Registered Holder.
Or,
B. Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete the form of proxy and deposit it with the Transfer Agent, as described above. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the holder’s behalf), the Non-Registered Holder must strike out the names of the persons named in the proxy and insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided.
NON-OBJECTING BENEFICIAL OWNERS
These Meeting Materials are being sent to both registered shareholders and Non-Registered Holders of Common Shares. If you are a Non-Registered Holder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf. By choosing to send these materials to you directly, the Company (and not the Intermediary holding the common shares on your behalf) has assumed responsibility for (i) delivering these Meeting Materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the voting instructions form or form of proxy delivered to you.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The authorized share capital of the Company consists of an unlimited number of Common Shares without par value. As of the record date of November 4, 2025 there were a total of 64,171,506 Common Shares issued and outstanding. Each Common Share outstanding on the Record Date carries the right to one vote at the Meeting.
Only registered Shareholders of Common Shares as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every Shareholder and proxy holder will have one vote and, on a poll, every Shareholder present in person or represented by proxy will have one vote for each Common Share held.
To the knowledge of the Company’s directors and executive officers, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON
No director or executive officer of the Company who was a director or executive officer at any time since the beginning of the Company’s last financial year, or any associate or affiliates of any such directors or officers, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than as disclosed under INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS.
PARTICULARS OF MATTERS TO BE ACTED UPON
To the knowledge of the board of directors (the “Board”), the matters to be brought before the Meeting are those matters set forth in the accompanying Notice.
1. PRESENTATION OF FINANCIAL STATEMENTS
The audited, consolidated financial statements of the Company for the years ended March 31, 2025 and 2024 and the report of the auditors shall be placed before the Shareholders at the Meeting. No vote will be taken on the financial statements. The financial statements and additional information concerning the Company are available under the Company’s profile at www.sedarplus.ca.
2. SET NUMBER OF DIRECTORS AT THREE (3)
The Board currently consists of three (3) directors.
3. ELECTION OF DIRECTORS
The following table states the names of the three (3) persons nominated by management for election as directors, any offices with the Company currently held by them, their principal occupations or employment, the period or periods of service as directors of the Company and the approximate number of voting securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date hereof.
| Name, province or state and country of residence and position, if any, held in the Company | Principal Occupation | Served as Director of the Company since | Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present(1) | Percentage of Voting Shares Owned or Controlled |
|---|---|---|---|---|
| George A. Brown (2) | ||||
| Ontario, Canada | ||||
| Director | Director of the Company | May 31, 2017 | 5,700,000 | 8.88 |
| Richard Williams (2) | ||||
| Ontario, Canada | ||||
| Director | President, Blackwell Investor Relations Corp. | May 31, 2017 | 1,634,039 | 2.54 |
| Joseph Del Campo (2) | ||||
| Ontario, Canada | ||||
| Director | Director and Audit Chairman of several TSX Venture Exchange listed companies and past Interim President & CEO of Unigold Inc. | December 18, 2017 | 416,000 | 0.65 |
Notes:
(1) The information as to voting securities beneficially owned, controlled or directed, not being within the knowledge of the Company, has been furnished by the respective nominees individually.
(2) Member of the Audit Committee.
The term of office of each director will be from the date of the Meeting at which he is elected until the next annual meeting, or until his successor is elected or appointed.
PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.
IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.
Corporate Cease Trade Orders or Bankruptcies
No proposed director, other than as described below under Penalties and Sanctions, within 10 years before the date of this Circular, has been a director, chief executive officer or chief financial officer of any company that:
(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an “Order”) and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
No proposed director, within 10 years before the date of this Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
Personal Bankruptcies
None of the directors have, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.
Penalties and Sanctions
Mr. Brown was subject to a temporary and then a permanent Management Cease Trade Order (“MCTO”) issued in May 2016 by the Ontario Securities Commission (“OSC”) for failure to file the December 31, 2015 fiscal year filings of Matica Enterprises Inc. The MCTO was then revoked and replaced by a Cease Trade Order (“CTO”) against Matica Enterprises Inc. on August 3, 2016. The financial filings were completed and the CTO was revoked on November 2, 2016. Mr. Brown notes that the services of the auditors, the CFO, and the accountant were all terminated in the months leading up to the MCTO and CTO.
Mr. Del Campo is a Director of Centurion Minerals Limited, which was subject to a cease trading order ("CTO") issued by the British Columbia Securities Commission on December 5, 2017 for failure to file its audited annual financial statements. The CTO was revoked on May 5, 2018.
Mr. Williams is a Director of Waseco Resources Inc. which was subject to a cease trade order (“CTO”) issued by the Ontario Securities Commission (“OSC”) on July 5, 2019 for failure to file audited annual financial statements. The CTO was revoked on August 1, 2019. Mr. Williams is currently an Officer and Director of Waseco Resources Inc. which is the subject of a CTO issued on July 7th, 2025 by the Ontario Securities Commission for failure to file its 2024 annual audited financial statements.
- CONFIRMATION AND APPOINTMENT OF AUDITORS
The directors of the Company appointed Simone & Company, Chartered Professional Accountant, as auditor of the Company effective June 8, 2022. Shareholders are being asked to appoint Simone & Company, Chartered Professional Accountant, as auditor of the Company to hold office until the next annual meeting of Shareholders.
UNLESS THE SHAREHOLDER DIRECTS THAT HIS OR HER COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN CONNECTION WITH THE CONFIRMATION AND APPOINTMENT OF THE AUDITOR, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE APPOINTMENT OF SIMONE & COMPANY, CHARTERED PROFESSIONAL ACCOUNTANT, AS THE AUDITOR OF THE COMPANY UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION.
- APPROVAL OF THE CONTINUATION OF THE EXISTING STOCK OPTION PLAN
The Company has adopted a stock option plan (the “Stock Option Plan”) for senior officers, directors, employees and consultants of the Company. The Stock Option Plan provides for the issuance of stock options to acquire up to 10% of the Company’s issued and outstanding capital as at the date of grant, subject to standard anti-dilution adjustment. This is a “rolling plan” as the number of shares reserved for issuance pursuant to the grant of stock options will increase as the Company’s issued and outstanding share capital increases. At no time will more than 10% of the outstanding shares be subject to grant under the Stock Option Plan. If a stock option expires, is exercised or otherwise terminates for any reason, the number of Common Shares of the Company in respect of that expired, exercised or terminated stock option shall again be available for the purpose of the Stock Option Plan. The principal features of the Stock Option Plan are described in more detail below (see “Oversight and Description of Director and Named Executive Officer Compensation - Option-Based Awards”).
The Stock Option Plan is a “rolling” stock option plan and under Policy 4.4 of the TSX Venture Exchange (“TSXV”), a listed company on the TSXV is required to obtain the approval of its Shareholders for a “rolling” stock option plan at each annual meeting of Shareholders. Accordingly, Shareholders will be asked to approve the following resolution:
“BE IT RESOLVED THAT:
the continuation of the existing stock option plan of the Company as described in the management information circular dated November 4, 2025, be and it is hereby approved.”
In accordance with the policies of the TSXV, the Stock Option Plan must be approved by the majority of votes cast at the Meeting on the resolution. THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE STOCK OPTION PLAN. PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE STOCK OPTION PLAN UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE SHARES ARE TO BE VOTED AGAINST SUCH APPROVAL.
- POTENTIAL SHARE CONSOLIDATION
The Board recommends that the shareholders vote in favour of a potential share consolidation. A share consolidation may or may not be pursued at the discretion of the directors. APPROVAL OF THIS RESOLUTION WILL PROVIDE THE COMPANY GREATER FLEXIBILITY IN SEEKING REQUIRED FINANCING. THIS ITEM WAS APPROVED LAST YEAR AND HAS NOT YET BEEN ACTED UPON.
“BE IT RESOLVED THAT:
subject to regulatory approval, that the Directors be and are granted shareholder permission to complete a common share consolidation of up to ten (10) old common shares in exchange for one (1) new common share”
- POTENTIAL FUTURE FINANCINGS ISSUING UP TO 200% OF ISSUED COMMON SHARES, POST CONSOLIDATION, WITHIN ANY TWELVE-MONTH PERIOD.
The Board recommends that the shareholders vote in favour of potential financings that could result in the issue of up to 200% of the issued common shares if a share consolidation has been completed. This would allow the Company to exceed the current limit of only up to 100% of the common shares issued within a twelve-month period. This would result in a very limited size of financing after the effects of a share consolidation. APPROVAL OF THIS RESOLUTION WILL ALLOW THE COMPANY MORE POTENTIAL IN SEEKING FUTURE FINANCING. THIS ITEM WAS APPROVED LAST YEAR AND HAS NOT YET BEEN ACTED UPON.
“BE IT RESOLVED THAT:
Subject to a common share consolidation and regulatory approval, the shareholders approve that the Company may complete financings for up to 200% of the number of post consolidation common shares in any twelve (12) month period.”
STATEMENT OF EXECUTIVE COMPENSATION
The following information is presented in accordance with Form 51-102F6V, and sets forth the compensation of its Chief Executive Officer and Chief Financial Officer (collectively, the “Named Executive Officers”) and for the directors of the Company. Other than the Chief Executive Officer and Chief Financial Officer, there are no other executive officers, or individuals acting in similar capacity of the Company that would otherwise qualify for inclusion in the discussions below.
Summary Compensation Table
The following table provides a summary of compensation accrued, directly or indirectly, for each of the three most recently completed financial years ended March 31, 2025 to 2023, to the directors, and to the following Named Executive Officers:
| TABLE OF COMPENSATION | |||||||
|---|---|---|---|---|---|---|---|
| Name and position | Year | Salary, consulting fee, retainer or commission ($) | Bonus ($) | Option-based awards ($)(1) | Value of perquisites ($) | Value of all other compensation ($) | Total compensation ($) |
| George A. Brown | 2025 | Nil | Nil | Nil | Nil | Nil | Nil |
| Director & Former CEO | 2024 | 25,000 | Nil | Nil | Nil | Nil | 25,000 |
| 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |
| Richard Williams | 2025 | Nil | Nil | Nil | Nil | Nil | Nil |
| Director & CEO | 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
| 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |
| Joseph Del Campo | 2025 | Nil | Nil | Nil | Nil | Nil | Nil |
| Director | 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
| 2023 | Nil | Nil | Nil | Nil | Nil | Nil |
Note:
(1) The fair value of option-based awards is determined by the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of Terreno's common shares and expected life of the options. Terreno has chosen the Black-Scholes methodology to calculate the grant date fair value of option-based awards as it is the methodology used in the Company financial statements.
Stock Options and Other Compensation Securities
No stock options were granted or issued to any director or Named Executive Officer by the Company during the most recently completed financial year ended March 31, 2025 for services provided or to be provided, directly or indirectly, to the Company.
Outstanding Option-Based Awards
There are currently no outstanding option grants.
Oversight and Description of Director and Named Executive Officer Compensation
Compensation of Directors
There are no arrangements under which directors of the Company who were not Named Executive Officers were compensated by the Company or its subsidiaries during the most recently completed financial year end for their services in their capacity as directors or consultants, except as disclosed below.
Compensation of Named Executive Officers
The objective of the Company's compensation strategy is to provide adequate levels of base compensation for its Named Executive Officers as well as discretionary bonuses to act as incentive mechanisms for achieving corporate goals and objectives. Each Named Executive Officer receives a base salary in recognition of the position's day-to-day duties and responsibilities, which constitutes the largest share of the Named Executive Officer's compensation package. The Board reviews the base salary of each Named Executive Officer on an annual basis, and may also consider a Named Executive Officer's qualifications, experience, length of service and past contributions in determining a Named Executive's base salary.
The Board may also set, throughout the year, discretionary bonuses to serve as incentive mechanisms for the meeting of particular corporate goals and objectives, or for the Company's financial performance. Named Executive Officers are also eligible to participate in the Company's Stock Option Plan and receive grants of stock options thereunder.
The Board has not conducted a formal evaluation of the implications of the risks associated with the Company’s compensation 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.
Option-Based Awards
The Stock Option Plan is used to attract, retain and incentivize qualified and experienced personnel. The Stock Option Plan is an important part of the Company’s long-term incentive strategy for its Named Executive Officers, as well as for its other directors, officers, other management, employees and consultants (collectively, “eligible persons”), permitting them to participate in any appreciation of the market value of Common Shares over a stated period of time. The Option Plan is designed to foster a proprietary interest in stock ownership, and to reinforce a commitment to the Company’s long-term growth, performance and success as well as increasing shareholder value. The Board reviews the grant of stock options to Named Executive Officers from time to time, based on various factors such as the Named Executive Officer’s level of responsibility and role and importance in the Company achieving its corporate goals, objectives and prospects. Previous grants of options are taken into account when consider new grants of stock options to Named Executive Officers.
The Company has no equity compensation plans other than the Stock Option Plan.
Use of Financial Instruments
The Company does not have a policy that would prohibit a Named Executive Officer or director from purchasing financial instruments, including 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 Named Executive Officer or director. However, management is not aware of any Named Executive or director purchasing such an instrument.
Named Executive Officer Agreements
The Company does not have agreements in place with its Named Executive Officer.
Named Executive Officer Termination and Change of Control Benefits
The Company does not have in place any pension or retirement plan. The Company has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or has previously acted as a Named Executive Officer of the Company, in connection with or related to the retirement, termination or resignation of such person and the Company has provided no compensation to such persons as a result of a change of control of the Company, its subsidiaries or affiliates. Except as set forward under “Named Executive Officer Agreements”, the Company is not party to any compensation plan or arrangement with any Named Executive Officers resulting from the resignation, retirement or the termination of employment of such person.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN
The following table sets forth information with respect to all compensation plans of the Company under which equity securities are authorized for issuance as of March 31, 2025:
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (8) | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (8) |
|---|---|---|---|
| Equity compensation plans approved by securityholders | Nil | n/a | 6,417,150 |
| Equity compensation plans not approved by securityholders | Nil | n/a | Nil |
| Total | Nil | n/a | 6,417,150 |
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
No director, executive officer or principal shareholder of the Company, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction within the preceding three years or in any proposed transaction that has materially affected or will materially affect the Company other than as stated below.
Mr. Williams is a shareholder of the private Ontario company from which Terreno had optioned the Las Cucharas Project. Terreno issued 15,000,000 common shares representing 23.4% of the current issued and outstanding common shares to earn a 60% interest. The option was terminated in December 2024. Mr. Williams was issued 1,500,000 common shares of Terreno by the private Ontario company. Mr. Williams had declared a potential conflict of interest and abstained from any board resolutions regarding the Las Cucharas Property Option.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
No director or officer of the Company or person who acted in such capacity in the last financial year of the Company, or any other individual who at any time during the most recently completed financial year of the Company was a director of the Company or any associate of the Company, is indebted to the Company, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.
AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER
National Instrument 52-110 - Audit Committees ("NI 52-110") requires that certain information regarding the Audit Committee of a "venture issuer" (as that term is defined in NI 52-110) be included in the management information circular sent to Shareholders in connection with the issuer's annual meeting.
Audit Committee Charter
The full text of the charter of the Company's Audit Committee is attached hereto as Appendix "A".
Composition of the Audit Committee
The Audit Committee members are currently George A. Brown, Joseph Del Campo (Chairman), and Richard Williams, each of whom is a director and financially literate. Messrs. Del Campo is independent in accordance with NI 52-110.
Relevant Education and Experience
The following is a description of the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:
- an understanding of the accounting principles used by the Company to prepare its financial statements;
- the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
- experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities; and
- an understanding of internal controls and procedures for financial reporting.
George A. Brown, Director - Mr. Brown has an Honours Bachelor of Business Administration degree specialized in Accounting and Finance and has over thirty-five years of experience in financial reporting for the mining and resource industry.
Richard Williams, CEO and Director - Mr. Williams attended the University of Western Ontario for his B.A. in political science and then the University of Ottawa to obtain his L.L.B. degree. He is the President of Blackwell Investor Relations Corp. and he is a senior level executive with broad in-depth experience in international and corporate and commercial affairs and securities law. He has experience being a director and officer of several public companies as well as serving as a member of audit and compensation committees.
Joseph Del Campo, Director - Mr. Del Campo received his CPA, CMA designation in 1977 and was the Chief Financial Officer ("CFO") of First Nickel Inc., a Canadian mining, exploration and development company, until December 2011. Mr. Del Campo spent over 19 years working within the Falconbridge Limited group of companies at progressive financial positions. Mr. Del Campo has been a Director and Vice President, Finance and CFO of a number of junior exploration companies listed on the TSX and TSX Venture Exchange. Mr. Del Campo is financially literate and considered independent. Mr. Del Campo has served as Chairman of the Audit Committee since December 18, 2017. He has experience being a director and officer of several public companies as well as serving as a member of audit and compensation committees.
Audit Committee Oversight
Since the commencement of the Company's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.
Reliance on Exemptions in NI 52-110 regarding
De Minimis Non-audit Services or on a Regulatory Order Generally
Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:
- the exemption in section 2.4 (De Minimis Non-audit Services) of MI 52-110 (which exempts all non-audit services provided by the Company’s auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor’s annual fees charged to the Company, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year’s audit); or
- an exemption from the requirements of NI 52-110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52-110.
Pre-Approval Policies and Procedures
The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Charter.
Audit Fees
The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of the Company for professional services rendered to the Company during the fiscal years ended March 31, 2025 and March 31, 2024:
| Audit Fees ($) | Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | |
|---|---|---|---|---|
| Year ended March 31, 2025 | $15,300 | Nil | Nil | Nil |
| Year ended March 31, 2024 | 14,250 | Nil | Nil | Nil |
Audit Fees - aggregate fees billed for professional services rendered by the auditor for the audit of the Company’s annual financial statements as well as services provided in connection with statutory and regulatory filings.
Audit-Related Fees - aggregate fees billed for professional services rendered by the auditor and were comprised primarily of audit procedures performed related to the review of quarterly financial statements and related documents.
Tax Fees - aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.
All Other Fees - aggregate fees billed for professional services which included accounting advice and advice related to relocating employees.
REPORT ON GOVERNANCE
The Company believes that adopting and maintaining appropriate governance practices is fundamental to a well-run company, to the execution of its chosen strategies and to its successful business and financial
performance. National Instrument 58-101 - Disclosure of Corporate Governance Practices and National Policy 58-201 - Corporate Governance Guidelines (the "Governance Guidelines") of the Canadian Securities Administrators set out a list of non-binding corporate governance guidelines that issuers are encouraged to follow in developing their own corporate governance guidelines. The following disclosure is required by the Governance Guidelines and describes the Company's approach to governance and outlines the various procedures, policies and practices that the Company and the Board have implemented to address the foregoing requirements.
Board of Directors
The Board is currently composed of three (3) directors. Form 58-101F1 suggests that the Board of every listed company should be constituted with a majority of individuals who qualify as "independent" directors under Multilateral Instrument 52-110 - Audit Committees ("MI 52-110)", which provides that a director is independent if he or she has no direct or indirect "material relationship" with the company. "Material relationship" is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment. Of the proposed nominees, Richard Williams, President and Chief Executive Officer is an "insider" or management director and accordingly is considered not "independent". The remaining two (2) directors are considered by the Board to be "independent", within the meaning of MI 52-110. In assessing Form 58-101F1 and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors.
Directorships
The following table sets forth the directors of the Company who currently hold directorships with other reporting issuers:
| Name of Director | Reporting Issuer |
|---|---|
| Joseph Del Campo | Centurion Minerals Ltd. |
| PJX Resources Inc. | |
| Unigold Inc. | |
| Richard Williams | Sparton Resources Inc. |
| Waseco Resources Inc. |
Orientation and Continuing Education
The Board does not have a formal orientation or education program for its members. The Board's continuing education is typically derived from correspondence with the Company's legal counsel to remain up to date with developments in relevant corporate and securities law matters. Additionally, historically board members have been nominated who are familiar with the Company and the nature of its business.
Ethical Business Conduct
The Board has not adopted guidelines or attempted to quantify or stipulate steps to encourage and promote a culture of ethical business conduct, but does promote ethical business conduct through the nomination of Board members it considers ethical, through avoiding or minimizing conflicts of interest, and by having at least two of its Board members independent of corporate matters.
Nomination of Directors
The recruitment of new directors has generally resulted from recommendations made by directors and shareholders. The assessment of the contributions of individual directors has principally been the responsibility of the Board. Prior to standing for election, new nominees to the Board of directors are reviewed by the entire Board.
Other Board Committees
The Board has established an Audit Committee.
Assessments
Currently the Board has not implemented a formal process for assessing directors.
OTHER MATTERS
The management of the Company knows of no other matters to come before the Meeting other than as set forth in the Notice. However, if other matters which are not known to management should properly come before the Meeting, the accompanying instrument of proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the proxy.
ADDITIONAL INFORMATION
Additional Information relating to the Company is available on SEDAR at www.sedarplus.ca
Shareholders may contact the Company in order to request copies of: (i) this Circular; and (ii) the Company’s financial statements and the related Management’s Discussion and Analysis (the “MD&A”) which will be sent to the Shareholder without charge upon request. Financial information is provided in the Company’s comparative financial statements and MD&A for its financial years ended March 31, 2025 and 2024.
APPROVAL OF THE BOARD OF DIRECTORS
The contents of this Circular have been approved, and the delivery of it to each Shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.
DATED at Toronto, Ontario, on the 4th day of November, 2025.
BY ORDER OF THE BOARD
“Richard Williams” (Signed)
Director
APPENDIX “A”
TERRENO RESOURCES CORP.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
- PURPOSE
1.1 The primary functions of the Audit Committee of Terreno Resources Corp. (the “Company”) are to fulfill its responsibilities in relation to reviewing the integrity of the Company’s financial statements, financial disclosures and internal controls over financial reporting; monitoring the system of internal control; monitoring the Company’s compliance with legal and regulatory requirements; selecting the external auditors for shareholder approval; and reviewing the qualifications, independence and performance of the external auditors.
- MEMBERSHIP AND ORGANIZATION
2.1 Composition - Subject to paragraph 2.6, the Audit Committee shall consist of not less than three independent members of the Board. At the invitation of the Audit Committee, members of the Company’s management and others may attend Audit Committee meetings as the Audit Committee considers necessary or desirable.
2.2 Appointment and Removal of Audit Committee Members - Each member of the Audit Committee shall be appointed by the Board on an annual basis and shall serve at the pleasure of the Board, or until the earlier of (a) the close of the next annual meeting of shareholders of the Company at which the member’s term of office expires, (b) the death of the member or (c) the resignation, disqualification or removal of the member from the Audit Committee or from the Board. The Board may fill a vacancy in the membership of the Audit Committee.
2.3 Chair - At the time of the annual appointment of the members of the Audit Committee, the Board shall appoint a Chair of the Audit Committee. The Chair shall be a member of the Audit Committee, preside over all Audit Committee meetings, coordinate the Audit Committee’s compliance with this mandate, work with management to develop the Audit Committee’s annual work-plan and provide reports of the Audit Committee to the Board. The Chair may vote on any matter requiring a vote and shall provide a second vote in the case of a tie vote.
2.4 Independence - Subject to paragraph 2.6, each member of the Audit Committee shall be an “independent” (as such term is used in National Instrument 52-110 - Audit Committees (“NI 52-110”).
2.5 Financial Literacy - Subject to paragraph 2.6, members of the Audit Committee shall be financially literate or agree to become financially literate within a reasonable period of time following the member’s appointment. An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.
2.6 Venture Issuer - For so long as the Company is a “venture issuer” as defined in NI 52-110, it is not required to comply with the provisions of paragraph 2.1 “Composition”, 2.4 “Independence” or 2.4 “Financial Literacy” above. In the event the Company cannot comply with all or a part of these provisions, then the Committee shall be comprised of not less than three members of the Board, a majority of whom are not officers or employees of the Company or a subsidiary of the Company.
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3. MEETINGS
3.1 Meetings
The members of the Audit Committee shall hold meetings as are required to carry out this mandate, and in any case no less than four meetings annually. The external auditors are entitled to attend and be heard at each Audit Committee meeting. The Chair, any member of the Audit Committee, the external auditors, the Chairman of the Board or the President and CEO may call a meeting of the Audit Committee. The Chair shall chair all Audit Committee meetings that he or she attends, and in the absence of the Chair, the members of the Audit Committee present may appoint a Chair from their number for a meeting.
3.2 Secretary and Minutes
The Corporate Secretary, his or her designate or any other person the Audit Committee requests, shall act as secretary at Audit Committee meetings. Minutes of Audit Committee meetings shall be recorded and maintained by the Corporate Secretary and subsequently presented to the Audit Committee for approval.
3.3 Quorum
A majority of the members of the Audit Committee shall constitute a quorum. If a quorum cannot be obtained for an Audit Committee meeting, members of the Board who would qualify as members of the Audit Committee may, at the request of the Chair or the Chairman of the Board, serve as members of the Audit Committee for that meeting.
3.4 Access to Management and Outside Advisors
The Audit Committee shall have unrestricted access to management and employees of the Company, and, from time to time may hold meetings with the external auditor, the CFO or the President and CEO. The Audit Committee shall have the authority to retain and terminate external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective compensation for these advisors without consulting or obtaining the approval of the Board or any officer of the Company. The Company shall provide appropriate funding, as determined by the Audit Committee, for the services of these advisors.
3.5 Meetings Without Management
The Audit Committee shall hold unscheduled or regularly scheduled meetings, or portions of regularly scheduled meetings, at which management is not present.
4. FUNCTIONS AND RESPONSIBILITIES
The Audit Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Audit Committee by the Board. In addition to these functions and responsibilities, the Audit Committee shall perform the duties required of an audit committee by applicable corporate securities laws, the binding requirements of the stock exchanges on which the securities of the Company are listed, and all other applicable laws.
4.1 Financial Reports
(a) General - The Audit Committee is responsible for reviewing the integrity of the Company’s financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and financial disclosures and for the appropriateness of the accounting principles and the reporting policies used by the Company. The external auditors are responsible for auditing the Company’s annual consolidated financial statements and, if requested by the Company, for reviewing the Company’s unaudited interim financial statements.
(b) Review of Annual Financial Reports - The Audit Committee shall review the annual consolidated audited financial statements of the Company, the external auditors’ report thereon and the related
management's discussion and analysis of the Company's financial condition and results of operation to determine whether they present fairly, in all material respects in accordance with Canadian generally accepted accounting principles, or any other generally accepted accounting principles in which the financial statements of the Company are prepared from time to time, the financial condition, results of operations and cash flows of the Company. After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the annual financial statements and the related MD&A.
(c) Review of Interim Financial Reports - The Audit Committee shall review the interim consolidated financial statements of the Company, the external auditors review report thereon, if applicable, and the related MD&A to determine whether they present fairly, in all material respects in accordance with GAAP, the financial condition, results of operations and cash flows of the Company. After completing its review, if advisable, the Audit Committee shall, if so authorized by the Board, approve the interim financial statements and the related MD&A, or if not authorized by the Board, then approve and recommend for Board approval.
(d) Review Considerations - In conducting its review of the annual financial statements or the interim financial statements, the Audit Committee shall:
(i) meet with management and the external auditors to discuss the financial statements and MD&A
(ii) review the disclosures in the financial statements;
(iii) review the audit report or review report prepared by the external auditors;
(iv) discuss with management, the external auditors and legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;
(v) review critical accounting and other significant estimates and judgments underlying the financial statements as presented by management;
(vi) review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management;
(vii) review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;
(viii) review management's report on the effectiveness of internal controls over financial reporting;
(ix) review results of the Company's whistleblowing program; and
(x) review any other matters, related to the financial statements, that are brought forward by the external auditors, management or which are required to be communicated to the Audit Committee under accounting policies, auditing standards or applicable law.
4.2 Approval of Other Financial Disclosures - The Audit Committee shall review and, if advisable, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Company, press releases disclosing financial results of the Company and any other material financial disclosure, including in Management Information Circulars and Annual Information Forms
4.3 External Auditors
a) General - The Audit Committee shall be responsible for oversight of the work of the external auditors in auditing and reviewing the Company’s financial statements and internal controls over financial reporting.
b) Appointment and Compensation - The Audit Committee shall review and, if advisable, select and recommend (i) for shareholder approval, the appointment of the external auditors and (ii) for shareholder or Board approval, as applicable, the compensation of the external auditors.
c) Annual Review Report - At least annually, the Audit Committee shall obtain and review a report by the external auditors describing: (i) their internal quality-control procedures and (ii) any material issues raised by their most recent internal quality-control review, peer review or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the external auditors and any steps taken to deal with any of these issues.
d) Audit Plan - At least annually, the Audit Committee shall review a summary of the external auditors’ annual audit plan. The Audit Committee shall consider and review with the external auditors any material changes to the scope of the plan.
e) Quarterly Review Report - If the external auditors review the Company’s unaudited interim financial statements, then the Audit Committee shall review a quarterly review report prepared by the external auditors in respect of each of the interim financial statements of the Company.
f) Independence of External Auditors - At least annually, and before the external auditors issue their report on the annual financial statements, the Audit Committee shall obtain from the external auditors a formal written statement describing all relationships between the external auditors and the Company, discuss with the external auditors any disclosed relationships or services that may affect the objectivity and independence of the external auditors, and obtain written confirmation from the external auditors that they are objective and independent within the meaning of the Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants to which it belongs.
g) Evaluation and Rotation of Lead Partner - At least annually, the Audit Committee shall review the qualifications and performance of the lead partners of the external auditors. The Audit Committee shall obtain a report from the external auditors annually verifying that the lead partner of the external auditors has served in that capacity for no more than five fiscal years of the Company and that the engagement team collectively possesses the experience and competence to perform an appropriate audit.
h) Pre-Approval of Non-Audit Services - The Audit Committee shall pre-approve any retainer of the external auditors for any non-audit service to the Company in accordance with applicable law and Board approved policies and procedures. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any member of the Audit Committee to whom this authority has been delegated must be presented to the full Audit Committee at its next scheduled Audit Committee meeting.
i) Hiring Practices - The Audit Committee shall review and approve guidelines regarding the hiring of employees or former employees of the external auditors.
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4.4 Internal Controls
(a) General - The Audit Committee shall monitor the system of internal control.
(b) Establishment, Review and Approval - The Audit Committee shall require management to implement and maintain appropriate systems of internal control in accordance with applicable laws, regulations and guidance, including internal control over financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Audit Committee shall consider and review with management and the external auditors: (i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of the Company’s internal controls (including computerized information system controls and security); the overall control environment for managing business risks; and accounting, financial and disclosure controls (including, without limitation, controls over financial reporting), non financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management’s conclusions; (ii) any significant changes in internal control over financial reporting that are disclosed, or considered for disclosure, including those in the Company’s periodic regulatory filings; (iii) any material issues raised by any inquiry or investigation by the Company’s regulators; (iv) any related significant issues and recommendations of the external auditors together with management’s responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.
4.5 Whistleblowing Procedures - The Audit Committee shall review and approve the establishment by management of procedures for the receipt, retention and treatment of complaints received by the Company from employees or others, regarding accounting, internal accounting controls, or auditing matters.
4.6 Succession Planning - In consultation with the Board, the Audit Committee shall review succession plans for the CFO and the Chief Accountant or Controller of the Company. The Audit Committee shall review candidates for the position of CFO of the Company and make recommendations to the Board with respect to the appointment of a CFO.
4.7 Adverse Investments and Transactions - The Audit Committee shall review any investments and transactions that could adversely affect the well-being of the Company.
4.8 Audit Committee Disclosure - The Audit Committee shall review and approve any audit committee disclosures required by securities regulators in the Company’s disclosure documents.
4.9 Assessment of Regulatory Compliance - The Audit Committee shall review management’s assessment of compliance with laws and regulations as they pertain to responsibilities under this mandate, report its findings to the Board and recommend changes it considers appropriate.
4.10 Delegation - The Audit Committee may designate a sub-committee to review any matter within this mandate as the Audit Committee deems appropriate.
5. REPORTING TO THE BOARD
5.1 The Chair shall report to the Board, as required by applicable law or as deemed necessary by the Audit Committee or as requested by the Board, on matters arising at Audit Committee meetings and, where applicable, shall present the Audit Committee’s recommendation to the Board for its approval.