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Traction Uranium Corp. Remuneration Information 2025
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Remuneration Information
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TRACTION
URANIUM
STATEMENT OF EXECUTIVE COMPENSATION FOR THE YEAR ENDED SEPTEMBER 30, 2024
DATED: JULY 31, 2025
STATEMENT OF EXECUTIVE COMPENSATION
Objective:
The objective of this disclosure is to communicate the compensation the Company paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year, and the decision-making process relating to compensation. This disclosure provides insight into executive compensation as a key aspect of the overall stewardship and governance of the Company and will help investors understand how decisions about executive compensation are made.
Definitions:
For the purpose of this Statement of Executive Compensation, in this form:
(a) “Company” means Traction Uranium Corp.;
(b) “company” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;
(c) “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;
(d) “named executive officer” or “NEO” means each of the following individuals:
(i) 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;
(ii) 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;
(iii) 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;
(iv) 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;
(e) “plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and
(f) “underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities.
DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION
During the financial year ended September 30, 2023, the NEOs of the Company were: Paul Gorman, who has been Director from March 28, 2024 to present and CEO from April 4, 2024 to present; Lester Esteban who has been a director from March 3, 2022 to present and CEO from March 3, 2022 to April 4, 2024; and Tasheel Jeerh who has been CFO and Corporate Secretary from June 1, 2022 to present. Individuals serving as directors of the Company who were not NEOs during the financial year ended September 30, 2023 were Faizaan Lalani, who was a director from August 26, 2020 to August 12, 2024, and Linglin Chu who was a director from September 9, 2022 to August 29, 2024.
During the financial year ended September 30, 2023, the NEOs of the Company were: Lester Esteban who has been a director from March 3, 2022 to present and CEO from March 3, 2022 to April 4, 2024; and Tasheel Jeerh who has been CFO and Corporate Secretary from June 1, 2022 to present. Individuals serving as directors of the Company who were not NEOs during the financial year ended September 30, 2023 were Blair Way who was a director from November 4, 2021 to November 25, 2022, Faizaan Lalani, who was a director from August 26, 2020 to August 12, 2024, and Linglin Chu who was a director from September 9, 2022 to August 29, 2024.
Director and NEO compensation, excluding options and compensation securities
The following table sets forth all compensation, excluding options and compensation securities, paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, for the two most recently completed financial years, to each NEO and director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director of the Company for services provided and for services to be provided, directly or indirectly, to the Company or a subsidiary of the Company.
| Table of Compensation Excluding Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and position | Year (1) | Salary, consulting fee, retainer or commission ($) | Bonus ($) | Committee or meeting fees ($) | Value of perquisites ($) | Value of all other compensation ($) | Total compensation ($) |
| Paul Gorman(2) | 2024 | 30,000 | Nil | Nil | Nil | Nil | 30,000 |
| Director & CEO | 2023 | Nil | Nil | Nil | Nil | Nil | Nil |
| Lester Esteban (3) | 2024 | 54,000 | Nil | Nil | Nil | Nil | 54,000 |
| Director & Former CEO | 2023 | 96,320 | Nil | Nil | Nil | Nil | 96,320 |
| Tasheel Jeerh (4) | 2024 | 90,000 | Nil | Nil | Nil | Nil | 90,000 |
| CFO & Corp Secretary | 2023 | 83,750 | Nil | Nil | Nil | Nil | 83,750 |
| Blair Way (5) | 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
| Former Director | 2023 | Nil | Nil | Nil | Nil | Nil | Nil |
| Faizaan Lalani (6) | 2024 | 50,000 | Nil | Nil | Nil | Nil | 50,000 |
| Former Director | 2023 | 60,000 | Nil | Nil | Nil | Nil | 60,000 |
| Linglin Chu (7) | 2024 | 16,500 | Nil | Nil | Nil | Nil | 16,500 |
| Former Director | 2023 | 18,000 | Nil | Nil | Nil | Nil | 18,000 |
NOTES:
(1) Year ended September 30th.
(2) Paul Gorman has been Director from March 28, 2024 to present and CEO from April 4, 2024 to present.
(3) Lester Esteban has been a director from March 3, 2022 to present and CEO from March 3, 2022 to April 4, 2024.
(4) Tasheel Jeerh has been CFO and Corporate Secretary from June 1, 2022 to present.
(5) Blair Way was a director from November 4, 2021 to November 25, 2022.
(6) Faizaan Lalani was a director from August 26, 2020 to August 12, 2024.
(7) Linglin Chu was a director from September 9, 2022 to August 29, 2024
EXTERNAL MANAGEMENT COMPANIES
None of the NEOs or directors of the Company have been retained or employed by an external management company which has entered into an understanding, arrangement, or agreement with the Company to provide executive management services to the Company, directly or indirectly.
STOCK OPTIONS AND OTHER COMPENSATION SECURITIES
The following table sets out all compensation securities granted or issued to each NEO and director by the Company or one of its subsidiaries during the financial year ended September 30, 2024, for services provided or to be provided, directly or indirectly, to the Company or any subsidiary thereof. The number of securities and prices provided have been adjusted on a post-consolidation basis.
| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and position | Type of compensation security | Number of compensation securities, number of underlying securities, and percentage of class (1) | 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 |
| Lester Esteban Former CEO and Director | Restricted Share Rights | 100,000 RSRs (See note 1) | |||||
| 100,000 Underlying Shares (1.08%) | Dec 22, 2023 | N/A | 1.40 | 0.45 | 75,000 RSRs expired June 30, 2024 | ||
| upon certain performance milestones not being met | |||||||
| Linglin Chu Former Director | Restricted Share Rights | 50,000 RSRs (See note 1) | |||||
| 50,000 Underlying Shares (0.54%) | Dec 22, 2023 | N/A | 1.40 | 0.45 | 50,000 RSRs expired June 30, 2024 | ||
| upon certain performance milestones not being met | |||||||
| Tasheel Jeerh CFO and Corp Secretary | Restricted Share Rights | 100,000 RSRs (See note 1) | |||||
| 100,000 Underlying Shares (1.08%) | Dec 22, 2023 | N/A | 1.40 | 0.45 | N/A | ||
| Faizaan Lalani Former Director | Restricted Share Rights | 50,000 RSRs (See note 1) | |||||
| 50,000 Underlying Shares (0.54%) | Dec 22, 2023 | N/A | 1.40 | 0.45 | N/A |
NOTES:
(1) Based on 9,260,912 issued and outstanding shares, 122,500 issued and outstanding stock options ("Options") and Nil issued and outstanding Restricted Share Rights ("RSRs") as at September 30, 2024.
(2) In addition to the compensation securities detailed above, as at September 30, 2023:
a. Lester Esteban holds 25,000 Options, each exercisable into a common share at an exercise price of $2.90 until December 29, 2027, and 20,000 Options, each exercisable into a common share at an exercise price of $3.50 until June 19, 2028.
b. Linglin Chu holds 10,000 Options, each exercisable into a common share at an exercise price of $2.90 until December 29, 2027, and 10,000 Options, each exercisable into a common share at an exercise price of $3.50 until June 19, 2028.
c. Tasheel Jeerh holds 15,000 Options, each exercisable into a common share at an exercise price of $2.90 until December 29, 2027, 12,500 Options, each exercisable into a common share at an exercise price of $4.00 until April 6, 2025, and 10,000 Options, each exercisable into a common share at an exercise price of $3.50 until June 19, 2028.
d. Faizaan Lalani holds 10,000 Options, each exercisable into a common share at an exercise price of $2.90 until December 29, 2027, and 10,000 Options, each exercisable into a common share at an exercise price of $3.50 until June 19, 2028.
Exercise of Compensation Securities by Directors and NEOs
| Exercise of Compensation Securities by Directors and NEOs | |||||||
|---|---|---|---|---|---|---|---|
| Name and position | Type of compensation security | Number of compensation securities, number of underlying securities exercised | Exercise price per security ($) | Date of exercise | Closing price per security on date of exercise ($) | Difference between exercise price and closing price on date of exercise ($) | Total value on exercise date ($) |
| Tasheel Jeerh | Restricted Share Rights | 5,000 | N/A | October 26, 2023 | 1.25 | 1.25 | 6,250 |
| Linglin Chu | Restricted Share Rights | 5,000 | N/A | January 2, 2024 | 1.40 | 1.40 | 7,000 |
| Lester Esteban | Restricted Share Rights | 30,000 | N/A | June 4, 2024 | 0.65 | 0.65 | 19,500 |
| Tasheel Jeerh | Restricted Share Rights | 100,000 | N/A | July 30, 2024 | 0.75 | 0.75 | 75,000 |
| Faizaan Lalani | Restricted Share Rights | 55,000 | N/A | August 21, 2024 | 0.45 | 0.45 | 24,750 |
SUMMARY OF THE EQUITY INCENTIVE PLAN
The purpose of the Equity Incentive Plan is to attract and retain officers, employees, directors and consultants of the Company and/or its affiliates, and to ensure the interests of key persons are aligned with the success of the Company and its affiliates. The following summary is qualified entirely by the full text of the Equity Incentive Plan, a copy of which has been attached as Schedule "A" of the Management Information Circular dated March 24, 2023, which has been filed on SEDAR+ at www.sedarplus.ca under the Company's profile. Capitalized terms shall have the same meaning ascribed to them in the Equity Incentive Plan.
Shares Subject to the Equity Incentive Plan
The Equity Incentive Plan is a "rolling" plan which provides that the aggregate maximum number of Shares reserved for issuance under the Equity Incentive Plan (and all other equity-based compensation plans of the Company) shall not exceed 20% of the Company's issued and outstanding Shares from time to time on a non-diluted basis.
The Equity Incentive Plan is considered to be an "evergreen" plan as Shares of the Company covered by Awards which have been settled will be available for subsequent grant under the Equity Incentive Plan, and the number of Awards that may be granted under the Equity Incentive Plan increases if the total number of issued and outstanding Shares of the Company increases.
Types of Awards
The Equity Incentive Plan provides for the grant of Options, Restricted Share Rights ("RSRs") and Deferred Share Units ("DSUs", and collectively with the Options and RSRs, "Awards"). All of the Awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Board, in its sole discretion, subject to such limitations provided in the Equity Incentive Plan and will generally be evidenced by an award agreement.
Administration of the Equity Incentive Plan
Unless otherwise determined by the Board, the Equity Incentive Plan shall be administered by the Board or a Board committee designated by the Board. The Board (or Board committee, as the case may be) shall have the power, where
consistent with the general purpose and intent of the Equity Incentive Plan and subject to the specific provisions of the Equity Incentive Plan, to:
(a) adopt and amend rules and regulations relating to the administration of the Equity Incentive Plan and make all other determinations necessary or desirable for the administration of the Equity Incentive Plan,
(b) determine and designate from time to time the individuals to whom Awards shall be made, the amounts of the Awards and the other terms and conditions of the Awards;
(c) delegate any of its responsibilities or powers under the Equity Incentive Plan to a Board committee; and
(d) otherwise exercise the powers under the Equity Incentive Plan.
Options
The Company may from time to time grant Options to Participants puRSRant to the Equity Incentive Plan. The Option Period shall be five years from the date such Option is granted, or such greater or lesser duration as the Board may determine at the date of grant, and may thereafter be reduced with respect to any such Option upon termination of employment or death of the Optionee; provided, however, that at any time the expiry date of the Option Period in respect of any outstanding Option under the Equity Incentive Plan should be determined to occur either during a Blackout Period or within ten business days following the expiry of the Blackout Period, the expiry date of such Option Period shall be deemed to be the date that is the tenth business day following the expiry of the Blackout Period.
If an Optionee dies while employed by, a Service Provider to or while a director of the Company or a Designated Affiliate, any Option held by him or her at the date of death shall become exercisable in whole or in part, but only by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or applicable laws of descent and distribution. Unless otherwise determined by the Board, all such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her death and only for 12 months after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner.
If an Optionee ceases to be employed by, a Service Provider to, or act as a director of, the Company or a Designated Affiliate for cause, no Option held by such Optionee will, unless otherwise determined by the Board, be exercisable following the date on which such Optionee ceases to be so engaged; provided, however, that if an Optionee ceases to be employed by, a Service Provider to, or act as a director of, the Company or a Designated Affiliate for any reason other than cause then, unless otherwise determined by the Board, any Option held by such Optionee at the effective date thereof shall become exercisable for a period of up to 12 months thereafter or prior to the expiration of the Option Period in respect thereof, whichever is sooner.
Restricted Share Rights
The Company has the right to grant, in its sole and absolute discretion, to any Participant, RSRs as a discretionary payment in consideration of past services to the Company or as an incentive for future services, subject to the Equity Incentive Plan and with such additional provisions and restrictions as the Board may determine. Concurrent with the determination to grant RSRs to a Participant, the Board shall determine the Restricted Period applicable to such RSRs. In addition, at the sole discretion of the Board, at the time of grant, the RSRs may be subject to performance conditions to be achieved by the Company or a class of Participants or by a particular Participant on an individual basis, within a Restricted Period, for such RSRs to entitle the holder thereof to receive the underlying Shares. Upon expiry of the applicable Restricted Period (or on the Deferred Payment Date, as applicable), an RSR shall be automatically settled, and without the payment of additional consideration or any other further action on the part of the holder of the RSR, the underlying Shares shall be issued to the holder of such RSRs, which RSRs shall then be cancelled.
In the event and to the extent of the Retirement or Termination and/or, as applicable, the Director Retirement or Director Termination of the Participant from all such roles with the Company following the Restricted Period and prior to a Deferred Payment Date, the Participant shall be entitled to receive, and the Company shall issue forthwith, Shares in satisfaction of the RSRs then held by the Participant.
In the event of the death or total disability of a Participant, any Shares represented by RSRs held by the Participant shall be immediately issued by the Company to the Participant or legal representative of the Participant.
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In the event of a Change of Control, all RSRs outstanding shall vest immediately and be settled by the issuance of Shares notwithstanding the Restricted Period and any Deferred Payment Date.
Deferred Share Units
The Board may from time to time determine to grant Deferred Share Units to one or more Eligible Directors in a lump sum amount or on regular intervals, based on such formulas or criteria as the Board may from time to time determine. Deferred Share Units will be credited to the Eligible Director’s account when designated by the Board. The Deferred Share Units held by each Eligible Director who is not a US Taxpayer shall be redeemed automatically and with no further action by the Eligible Director on the 20th business day following the Separation Date for that Eligible Director. For US Taxpayers, Deferred Share Units held by an Eligible Director who is a Specified Employee will be automatically redeemed with no further action by the Eligible Director on the date that is six months following the Separation Date for the Eligible Director, or if earlier, upon such Eligible Director’s death. Upon redemption, the former Eligible Director shall be entitled to receive and the Company shall issue, the number of Shares issued from treasury equal to the number of Deferred Share Units in the Eligible Director’s account, subject to any applicable deductions and withholdings. In the event a Separation Date occurs during a year and Deferred Share Units have been granted to such Eligible Director for that entire year, the Eligible Director will only be entitled to a pro-rated Deferred Share Unit Payment in respect of such Deferred Share Units based on the number of days that he or she was an Eligible Director in such year.
In the event of the death of an Eligible Director, the Deferred Share Units shall be redeemed automatically and with no further action on the 20th business day following the death of an Eligible Director.
Procedure for amending
The Board shall have the power to, at any time and from time to time, either prospectively or retrospectively, amend, suspend or terminate the Equity Incentive Plan or any Award granted under the Equity Incentive Plan without shareholder approval, including, without limiting the generality of the foregoing: changes of a clerical or grammatical nature, changes regarding the persons eligible to participate in the Equity Incentive Plan, changes to the exercise price, vesting, term and termination provisions of the Award, changes to the cashless exercise right provisions, changes to the authority and role of the Board under the Equity Incentive Plan, and any other matter relating to the Equity Incentive Plan and the Awards that may be granted hereunder, provided however that:
(a) such amendment, suspension or termination is in accordance with applicable laws and the rules of any stock exchange on which the Shares are listed;
(b) no amendment to the Equity Incentive Plan or to an Award granted hereunder will have the effect of impairing, derogating from or otherwise adversely affecting the terms of an Award which is outstanding at the time of such amendment without the written consent of the holder of such Award;
(c) the terms of an Option will not be amended once issued; and
(d) the expiry date of an Option Period in respect of an Option shall not be more than ten years from the date of grant of an Option except as otherwise provided in the Equity Incentive Plan.
EMPLOYMENT, CONSULTING, AND MANAGEMENT AGREEMENTS
There are no agreements or arrangements that provide for compensation to NEOs or directors of the Company, or that provide for payments to a NEO or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Company or a change in the NEO or director’s responsibilities, other than (1) the consulting agreement between the Company and Lester Esteban dated March 3, 2022, (2) the consulting agreement between the Company and Tasheel Jeerh dated June 1, 2022 and (3) the consulting agreement between the Company and Linglin Chu dated September 7, 2022.
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OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION
Objectives of Compensation Program
The Company’s senior management compensation program is designed to ensure that the level and form of compensation achieves certain objectives, including:
(a) attracting and retaining talented, qualified and effective executives;
(b) motivating the short and long-term performance of these executives; and
(c) aligning their interests with those of the Shareholders.
Elements of Executive Compensation
In compensating its senior management, the Company employs a combination of consulting fees (in the form of base compensation and bonus compensation) and equity-based incentive awards. The Board does not employ a prescribed methodology when determining the grant or allocation of equity incentives or the payment of base compensation or bonus compensation to NEOs.
Base Compensation
The Board views paying compensation that is competitive in the markets in which the Company operates as a first step to attracting and retaining talented, qualified and effective executives. The NEOs are remunerated in order to ensure that the compensation package offered by the Company is in line with that offered by other companies in our industry, and as an immediate means of rewarding the NEO for efforts expended on behalf of the Company.
The compensation to be paid to a particular NEO is determined by gathering competitive information on comparable companies within the industry from a variety of sources, taking into account the expected nature and quantity of duties and responsibilities, past performance and the availability of financial resources of the Company. The Company does not engage in formal benchmarking, and no formal peer group is used to determine compensation. Payment of cash compensation fits within the objectives of the compensation program since it rewards each NEO for performance of his duties and responsibilities.
Compensation for the CEO and CFO is approved by the Board. Base compensation is determined taking into account the base salaries paid by the Company’s peers.
Bonus Compensation
The Company may, from time to time, issue bonus awards to its executives based on performance goals. Bonus compensation is awarded at the discretion of the Board and the Board considers performance of the individual and the Company, competitive factors and other matters in awarding bonuses. The Company’s objective is to achieve certain strategic objectives and milestones. The Board will consider executive cash and share-based bonus compensation dependent upon the Company meeting the Company’s strategic objectives and milestones and (in the case of cash) sufficient cash resources being available.
Equity-Based Incentive Awards
Equity-based incentive awards take the form of:
(a) Options granted under the Equity Incentive Plan;
(b) RSRs granted under the Equity Incentive Plan; and
(c) DSUs granted under the Equity Incentive Plan.
The Company provides equity-based inventive awards to motivate NEOs by providing them with the opportunity, though grants of Options, RSRs, and DSUs, to acquire an interest in the Company and benefit from the Company’s growth.
Such equity-based incentive awards are considered when reviewing senior management compensation packages as a whole, and are subject to the same considerations as the determination of an NEO’s base salary. Previous grants are also taken into account when considering new grants.
Performance Goals
The Company has not adopted formal performance criteria or goals for the NEOs. When evaluating the performance of NEOs for the purposes of awarding bonus compensation or determining the vesting of equity-based incentive awards, the Company will consider a variety of criteria appropriate for an early-stage exploration company including, but not limited to: successful completion of work programs on the Company’s properties, establishment of mineral resources or reserves on the Company’s properties, and other business criteria related to the Company’s objectives and milestones. Business criteria may be measured on an absolute basis or on a relative basis (i.e., performance relative to peer companies).
Consideration of Risks Associated with Compensation Policies and Practices
The Board is responsible, together with Management, for reviewing and identifying what are perceived to be the principal risks to the Company. These risks include but are not limited to those arising from the Company’s compensation policies and practices, such as the risk that an executive officer or other employee is incentivized to take inappropriate or excessive risks, and other risks that may arise from the Company’s compensation policies and practices. The Board undertakes this review with Management on at least an annual basis, and ensures that the Board adequately considers risks arising from the Company’s compensation policies and practices when determining the compensation of executive officers. The Company is of the view that its compensation programs do not incentivize its executives to take undue risks because executives receive a mix of compensation elements with a significant portion of compensation in the form of long-term equity-based awards, which are intended to encourage executives to pursue sustainable growth and value creation over a multi-year period.
Compensation Governance
At present, the Board as a whole determines the compensation of the CEO and CFO and does so with reference to industry standards, the financial situation of the Company, the expected nature and quantity of duties and responsibilities, past performance and the contractual requirements of the agreements between the Company and the CEO and CFO.
The Board has the sole responsibility for determining the compensation of the directors of the Company, and does so with reference to industry standards, the financial situation of the Company and the demands placed on directors of the Company. In the Board’s view, there is and has been, no need for the Company to design or implement a formal compensation program for directors to date.
The Board reviews the compensation of the CEO, CFO, and the Board periodically as necessary or required, in light of changing circumstances of the Company, changing market conditions and the requirements of the contracts between the Company and the CEO or CFO. Given the Company’s size and lack of revenues, the Board does not presently plan to form a compensation committee to monitor and review the salary and benefits of the executive officers of the Company. The Board will carry out these functions until such time as it deems the formation of a compensation committee is warranted.
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PENSION DISCLOSURE
The Company does not have a pension, retirement, or deferred compensation plan, including defined contribution plans that provides for payments or benefits to the NEOs at, following, or in connection with retirement, and none are proposed at this time.