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Trident Resources Corp. — Remuneration Information 2025
Jun 20, 2025
43917_rns_2025-06-20_7594d9a6-cac1-4e91-89ea-d033f8617c9e.pdf
Remuneration Information
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SILVER SANDS RESOURCES CORP.
(the "Company")
FORM 51-102F6V
STATEMENT OF EXECUTIVE COMPENSATION
FOR THE YEAR ENDED JANUARY 31, 2025
Introduction
The following information, dated as of June 19, 2025, is provided pursuant to Form 51-102F6V – Statement of Executive Compensation for Venture Issuers. Venture Issuer has the meaning as defined in National Instrument 51-102 – Continuous Disclosure Obligations.
For the purposes hereof, a named executive officer ("NEO") of the Company means each of the following individuals:
(a) the Chief Executive Officer ("CEO") of the Company;
(b) the Chief Financial Officer ("CFO") of the Company;
(c) each of the three most highly compensated Executive Officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000. "Executive Officer" means the chairman, and any vice-chairman, president, secretary or any vice-president and any officer of the Company or a subsidiary who performs a policymaking function in respect of the Company; and
(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.
Each of Keith F. Anderson, CEO, and Alexander Helmel, CFO, is an NEO of the Company for purposes of this disclosure.
Director and NEO Compensation, Excluding Compensation Securities
The following table sets forth, for the years ended January 31, 2025 and 2024, all compensation (other than stock options and other compensation securities) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, to each NEO and director, in any capacity.
| TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES | |||||||
|---|---|---|---|---|---|---|---|
| Name and Position | Year | Salary, Consulting Fee, Retainer or Commission ($) | Bonus ($) | Committee or meeting fees ($) | Value of perquisites ($) (1)(2) | Value of All Other Compensation ($) | Total Compensation ($) |
| Keith F. Anderson | 2025 | 87,500 | Nil | Nil | Nil | Nil | 87,500 |
| CEO and Director | 2024 | 120,000 | Nil | Nil | Nil | Nil | 120,000 |
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| TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES | |||||||
|---|---|---|---|---|---|---|---|
| Name and Position | Year | Salary, Consulting Fee, Retainer or Commission ($) | Bonus ($) | Committee or meeting fees ($) | Value of perquisites ($) (1)(2) | Value of All Other Compensation ($) | Total Compensation ($) |
| Alexander Helmel | 2025 | 48,000 | Nil | Nil | Nil | Nil | 48,000 |
| CFO and Director (3) | 2024 | 48,000 | Nil | Nil | Nil | Nil | 48,000 |
| R. Tim Henneberry | 2025 | 22,000 | Nil | Nil | Nil | Nil | 22,000 |
| Director | 2024 | 48,000 | Nil | Nil | Nil | Nil | 48,000 |
| Richard Macey | 2025 | Nil | Nil | Nil | Nil | Nil | Nil |
| Director | 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
(1) Includes perquisites provided to an NEO or director that are not generally available to all employees. An item is generally a perquisite if it is not integrally and directly related to the performance of the director's or NEO's duties. If something is necessary for a person to do his or her job, it is integrally and directly related to the job and is not a perquisite, even if it also provides some amount of personal benefit. For the purposes of the table, perquisites are valued on the basis of the aggregate incremental cost to the Company and its subsidiaries.
(2) NEOs and directors whose total salary for the applicable financial year was $150,000 or less did not receive perquisites that, in aggregate, were greater than $15,000. NEOs and directors whose total salary for the applicable financial year was greater than $150,000 but less than $500,000 did not receive perquisites that, in aggregate, were greater than 10% of the NEO's or director's salary for the applicable financial year.
External Management Companies
None of the NEOs or directors of the Company have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Company to provide executive management services to the Company, director or indirectly, other than those set out below under "Employment, Consulting and Management Agreements".
Stock Options and Other Compensation Securities
The following table discloses all compensation securities granted or issued to each director and NEO by the Company or one of its subsidiaries in the year ended January 31, 2025 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.
| Name and position | Type of compensation security(1) | Number of compensation securities, number of underlying securities, and percentage of class(2) | Date of issue or grant | Issue, conversion or exercise price ($) | Closing price of security or underlying security on date of grant ($) | Closing price of security or underlying security at year end ($) | Expiry Date(3) |
|---|---|---|---|---|---|---|---|
| Keith F. Anderson | |||||||
| CEO and Director | Stock Options | 165,000 | Feb 15, 2024 | 0.085 | 0.085 | 0.04 | Feb 15, 2029 |
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| Name and position | Type of compensation security^{(1)} | Number of compensation securities, number of underlying securities, and percentage of class^{(2)} | 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 ($) | Expiry Date^{(3)} |
|---|---|---|---|---|---|---|---|
| Alexander Helmel | |||||||
| CFO and Director | Stock Options | 125,000 | Feb 15, 2024 | 0.085 | 0.085 | 0.04 | Feb 15, 2029 |
| Ralph Timothy Henneberry | |||||||
| Director | Stock Options | 125,000 | Feb 15, 2024 | 0.085 | 0.085 | 0.04 | Feb 15, 2029 |
| Richard Macey | |||||||
| Director | Stock Options | 50,000 | Feb 15, 2024 | 0.085 | 0.085 | 0.04 | Feb 15, 2029 |
(1) "Compensation Securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.
(2) As of January 31, 2025, the NEOs and directors held the following number of Options (each one Option being exercisable to acquire one (1) common share of the Company): Keith F. Anderson – 250,000 Options; Alexander Helmel – 175,000 Options; Ralph Timothy Henneberry – 175,000 Options; Richard Macey – 65,000 Options.
The following table discloses details regarding each exercise of Compensation Securities by a director or NEO during the year ended January 31, 2025.
| Exercise of Compensation Securities by Directors and NEOs | |||||||
|---|---|---|---|---|---|---|---|
| Name and position | Type of compensation security | Number of underlying securities exercised | Exercise price per security ($) | 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 ($) |
| Keith F. Anderson | |||||||
| CEO and Director | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Alexander Helmel | |||||||
| CFO and Director | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Ralph Timothy Henneberry | |||||||
| Director | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
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| Exercise of Compensation Securities by Directors and NEOs | |||||||
|---|---|---|---|---|---|---|---|
| Name and position | Type of compensation security | Number of underlying securities exercised | Exercise price per security ($) | 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 ($) |
| Director | |||||||
| Richard Macey | |||||||
| Director | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Stock Option Plans and Other Incentive Plans
Other than the Company's current stock option plan (the "Option Plan"), the Company currently does not have any stock option plan, stock option agreement made outside of a stock option plan, plan providing for the grant of stock appreciation rights, deferred share units or restricted stock units or any other incentive plan or portion of a plan under which awards are granted.
The Option Plan was approved by the board of directors of the Company (the "Board") on March 19, 2019 and re-approved by the Shareholders at the Company's last Annual General & Special Meeting held on October 30, 2024. The purpose of the Option Plan is to ensure that the Company is to able to provide an incentive program for directors, officers, employees and persons providing services to the Company (each, an "Optionee") that provides enough flexibility in the structuring of incentive benefits to allow the Company to remain competitive in the recruitment and maintenance of key personnel.
The Option Plan is administered by the Board, which shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the Option Plan, to interpret the Option Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Option Plan, subject to any necessary shareholder or regulatory approval. The Board may delegate any or all of its authority with respect to the administration of the Option Plan. The Board shall determine to whom Options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such Options shall be granted and vested, and the number of Common Shares to be subject to each Option.
The material terms of the Option Plan are qualified in their entirety by the full text of the Option Plan. Under the Option Plan, Options will be exercisable over periods of up to 10 years as determined by the Board. The exercise price of any Option may not be less than the greater of the closing market price of the Common Shares on: (i) the trading day prior to the date of grant of the Option; and (ii) the grant date of the Option, less any applicable discount allowed by the Canadian Securities Exchange (the "CSE") or any other stock exchange on which the Common Shares are listed for trading.
The maximum number of Common Shares which may be issued pursuant to Options granted under the Option Plan is 10% of the issued and outstanding Common Shares at the time of the grant, provided that the Common Shares are listed on the CSE or any other stock exchange at the time of grant. In addition,
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the number of shares which may be issuable under the Option Plan and all of the Company's other previously established or proposed share compensation arrangements, within a one-year period:
(i) to any one Optionee may not exceed (without the requisite disinterested shareholder approval) 5% of the issued Common Shares on a non-diluted basis;
(ii) to insiders as a group shall not exceed 10% of the total number of issued and outstanding Common Shares, on a non-diluted basis, at the time of the grant; and
(iii) to all Optionees who undertake investor relation activities shall not exceed 1% in the aggregate of the total number of issued and outstanding Common Shares at the time of the grant, on a non-diluted basis.
The Option Plan permits the Board to specify a vesting schedule in its discretion, subject to minimum vesting requirements imposed by the applicable stock exchange. Unless otherwise specified by the Board at the time of granting an Option, and subject to the other limits on option grants set out in the Option Plan, all Options granted under the Option Plan shall vest and become exercisable in full upon grant, except Options granted to consultants performing investor relations activities, which Options must vest in stages over twelve months with no more than one-quarter of the Options vesting in any three month period.
The Option Plan provides that if a change of control (as defined in the Option Plan) occurs, or if the Company is subject to a take-over bid, all Common Shares subject to Options shall immediately become vested and may thereupon be exercised in whole or in part by the Option holder. The Board may also accelerate the expiry date of outstanding Options in connection with a take-over bid.
The Option Plan contains adjustment provisions with respect to outstanding Options in cases of share reorganizations, special distributions and other corporation reorganizations including an arrangement or other transaction under which the business or assets of the Company become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the Company's shareholders, or the exchange with the Company's shareholders, of securities of the Company or securities of another company.
The Option Plan provides that on the death or disability of an Option holder, all vested Options will expire at the earlier of 365 days after the date of death or disability and the expiry date of such Options. Where an Optionee is terminated for cause, any outstanding Options (whether vested or unvested) are cancelled as of the date of termination. If an Optionee retires or voluntarily resigns or is otherwise terminated by the Company other than for cause, then all vested options held by such Optionee will expire at the earlier of (i) the expiry date of such Options and (ii) the date which is 90 days (30 days if the Optionee was engaged in investor relations activities) after the Optionee ceases its office, employment or engagement with the Company.
The Option Plan contains a provision that if pursuant to the operation of an adjustment provision of the Option Plan, an Optionee receives Options (the "New Options") to purchase securities of another company (the "New Company") in respect of the Optionee's Options under the Option Plan (the "Subject Options"), the New Options shall expire on the earlier of: (i) the expiry date of the Subject Options; (ii) if the Optionee does not become an eligible person in respect of the New Company, the date that the Subject Options expire pursuant to the applicable provisions of the Option Plan relating to expiration of Options in cases of death, disability or termination of employment discussed in the preceding paragraph
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above (the "Termination Provisions"); (iii) if the Optionee becomes an eligible person in respect of the New Company, the date that the New Options expire pursuant to the terms of the New Company's stock option plan that correspond to the Termination Provisions; and (iv) the date that is one (1) year after the Optionee ceases to be an eligible person in respect of the New Company or such shorter period as determined by the Board.
In accordance with good corporate governance practices and as recommended by National Policy 51-201 – Disclosure Standards, the Company imposes black-out periods restricting the trading of its securities by directors, officers, employees and consultants during periods surrounding the release of annual and interim financial statements and at other times when deemed necessary by management and the Board. In order to ensure that holders of outstanding Options are not prejudiced by the imposition of such black-out periods, the Option Plan contains a provision to the effect that any outstanding Options with an expiry date occurring during a management imposed black-out period or within five trading days thereafter will be automatically extended to a date that is 10 trading days following the end of the black-out period.
The Options granted under the Option Plan are non-assignable and non-transferable. Subject to required shareholder approval and the approval of the CSE, or any other stock exchange on which the Common Shares are listed, if applicable, the Board may from time to time amend or revise the terms of the Option Plan or may terminate the Option Plan at any time.
The Company does not provide any financial assistance to participants in order to facilitate the purchase of Common Shares under the Option Plan. As of June 19, 2025, there were 1,215,000 Options outstanding under the Option Plan to acquire Common Shares, representing approximately 8.4% of the Company's current issued and outstanding shares.
A copy of the Option Plan may be inspected at the head office of the Company, Suite 830, 1100 Melville Street, Vancouver, British Columbia V6E 4A6 during normal business hours. In addition, a copy of the Option Plan will be mailed, free of charge, to any Shareholder who requests a copy, in writing, from the Chief Financial Officer of the Company. Any such requests should be mailed to the Company, at its head office, to the attention of the Chief Financial Officer.
Employment, Consulting and Management Agreements
Subsequent to the year ended January 31, 2025, the Company has renewed consulting services and/or management contracts with Keith Anderson as CEO, Alexander Helmel as CFO and Ralph T. Henneberry as Consulting Geologist to the Company. These contacts are for a term of one year and may be renewed annually by mutual consent or until terminated.
The Company has not granted any termination or change of control benefits with respect to any Compensation Arrangement and there are no compensatory plans or arrangements with respect to any NEO or director resulting from the resignation, retirement or any other termination of any NEO or director or from a change of any NEO's or director's responsibilities following a change of control. In case of termination of NEOs, other than the CEO, common law and statutory law applies.
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Oversight and Description of Director and Name Executive Officer Compensation
Elements of Compensation
Compensation to be awarded or paid to the Company's directors and/or executive officers, including NEOs consists primarily of management fees, stock options and bonuses. Payments may be made from time to time to executive officers, including NEOs, or companies they control for the provision of consulting or management services. Such services are paid for by the Company at competitive industry rates for work of a similar nature done by reputable arm's length services providers.
The Board will from time to time determine the stock option grants to be made pursuant to the Option Plan. It is also anticipated that the Board may award bonuses, in its sole discretion, to executive officers (including NEOs) from time to time. See also "Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans" for further information with respect to the material terms of the Option Plan.
The most significant components of the Company's executive compensation plan are base salary and an annual incentive bonus. These components are based upon:
- achievement of specific corporate or segment performance targets;
- a performance evaluation process, taking into consideration comparative levels of compensation with comparable entities in the Company's industry;
- alignment of the compensation level of each individual to that individual's level of responsibility;
- the individual's performance, competencies, skills and achievements;
- alignment with corporate strategy; and
- contributions to corporate or segment performance.
Base Salary
The base salary review of any NEO will take into consideration the current competitive market conditions, experience, proven or expected performance, and the particular skills of the NEO. Base salary is not expected to be evaluated against a formal "peer group". The base salaries for NEOs of the Company as of the date hereof are:
(a) Keith F. Anderson (CEO) - $87,500/year
(b) Alexander Helmel (CFO) – $48,000/year
Performance-Based Cash Bonuses
Cash bonuses are not a normal part of the Company'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 achievement of specific pre-agreed milestones. Each milestone will be selected based upon consideration of its impact on shareholder value creation and
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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 companies or any other factors the Company may consider appropriate at the time such performance-based bonuses are decided upon.
Stock Options
The Company currently has the Option Plan in place for the purposes of attracting and motivating directors, officers, employees, and consultants of the Company and advancing the interests of the Company by affording such persons with the opportunity to acquire an equity interest in the Company through rights granted under the Option Plan. Any grant of Options under the Option Plan is within the discretion of the Board, subject to the condition that the maximum number of Common Shares which may be reserved for issuance under the Option Plan may not exceed 10% of the Company's issued and outstanding Common Shares.
Options are also an important component of aligning the objectives of the Company's employees with those of Shareholders. The Company expects to provide significant Option positions to senior employees and lesser amounts to lower-level employees.
See also "Statement of Executive Compensation – Stock Option Plans and Other Incentive Plans" for further information with respect to the material terms of the Option Plan.
Notwithstanding the above, the Company is still in the development stage and has an informal compensation program and strategy. The management team is committed to developing the operations of the Company and will establish a formal compensation program for directors and executive officers once it begins generating revenues sufficient to sustain operations. The Board is responsible for determining, by way of discussions at Board meetings, the ultimate compensation to be paid to the executive officers of the Company. The Company does not have a formal compensation program with set benchmarks; however, the performance of each executive will be considered along with the Company's ability to pay compensation and its results of operation for the period.
The Company relies solely on its Board to determine the executive compensation that is to be paid to NEOs and directors without any formal objectives, criteria, or analysis.
Pension Disclosure
The Company does not currently provide any pension plan benefits for executive officers, directors, or employees.