UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities
Exchange Act of 1934
| For
the month of November, 2023 |
| |
| Commission
File Number 001-40569 |
| Standard Lithium Ltd. |
| (Translation
of registrant’s name into English) |
| |
Suite 1625, 1075 W Georgia Street
Vancouver, British Columbia, Canada V6E
3C9 |
| (Address
of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F
¨ Form
40-F x
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission
in paper of a From 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and
make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s
“home country”), or under the rules of the home country exchange on which the registrant’s securities are traded,
as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s
security holders, and, if discussion a material event, has already been the subject of a Form 6-K or other Commission filing on
EDGAR.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
|
Standard
Lithium Ltd. |
| |
|
(Registrant) |
| |
|
|
| Date: |
November 17, 2023 |
|
By: |
/s/ Robert Mintak |
| |
|
|
|
Name: |
Robert Mintak |
| |
|
|
|
Title: |
CEO
and Director |
Exhibit 99.1
Form 51-102F6
STATEMENT OF EXECUTIVE COMPENSATION
(for the year ended June 30, 2023)
The
following information is presented in accordance with Form 51-102F6 – Statement of Executive Compensation (the “Form”)
and sets forth compensation of Standard Lithium Ltd. (the “Company”) for the year ended June 30, 2023. This Statement
of Executive Compensation is dated for reference November 17, 2023.
All
amounts represented in this Statement of Executive Compensation are in Canadian dollars unless stated otherwise.
General
The
following terms when used in this Statement of Executive Compensation will have the following meanings:
“CEO”
means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently
completed financial year;
“CFO”
means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently
completed financial year;
“Director”
means an individual who acted as a director of the Company, or acted in a similar capacity, for any part of the most recently completed
financial year;
“equity
incentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within
the scope of IFRS 2 Share-based Payment;
“incentive
plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within
a specified period;
“incentive
plan award” means compensation awarded, earned, paid, or payable under an incentive plan;
“NEO”
or “named executive officer” means each of the following individuals:
| (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,
as determined in accordance with subsection 1.3(6) of National Instrument 51-102 –
Continuous Disclosure Obligations (“NI 51-102”), for that financial
year; 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; |
“non-equity
incentive plan” means an incentive plan or portion of an incentive plan that is not an equity incentive plan;
“option-based
award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation
rights, and similar instruments that have option-like features;
“plan”
includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar
instruments or any other property may be received, whether for one or more persons;
“replacement
grant” means an option that a reasonable person would consider to be granted in relation to a prior or potential cancellation
of an option; and
“share-based
award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including,
for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share
units, common share equivalent units, and stock.
Compensation
Discussion and Analysis
The
purpose of this Compensation Discussion and Analysis is to provide information about the Company’s executive compensation philosophy,
objectives and processes and to discuss compensation decisions relating to the Company’s NEOs.
During
the financial year ended June 30, 2023, the Company had five (5) NEOs: Robert Mintak, CEO and Director; Kara Norman, Former
CFO and current Chief Accounting Officer (“CAO”) and Corporate Secretary; Dr. Andy Robinson, President, Chief
Operating Officer (“COO”) and Director; Steve Ross, Vice President, Resource Development; and Jason Tielker, Vice
President, Project Delivery.
Elements
of NEO Compensation
Compensation
of NEOs is reviewed annually and recommended to the board of directors of the Company (each a “Director”, collectively
the “Board”) for approval by the compensation committee (the “Compensation Committee”). The level
and elements of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and
quantity of duties and responsibilities, expected time commitments, past performance and the availability of financial resources.
In
the Compensation Committee’s view, there has previously been no need for the Company to design or implement a formal compensation
program for NEOs.
Set
forth below is a table that describes the elements of NEO compensation:
| Element |
Description |
Objectives |
| Base
salary |
Base
salary is determined through an analysis that considers the expected nature and quantity of duties and responsibilities, past performance,
expected time commitments and the availability of financial resources. |
To
attract, retain and motivate NEOs. |
| Annual
cash bonuses (Short Term Incentives) |
Annual
cash bonuses comprise a portion of variable compensation for NEOs and is designed to reward NEOs on an annual basis for achievement
of business objectives and individual performance. |
Recognize
and pay for performance of NEOs and attract, retain and motivate NEOs. |
| Options,
RSUs and DSUs (Long Term Incentives) |
Equity
compensation comprises a portion of variable compensation for NEOs and is designed to reward NEOs for achievement of business objectives
and individual performance, as well as align NEO performance with those of Shareholders and the long-term objectives of the Company. |
Recognize
and compensate performance of NEOs, attract, retain and motivate NEOs, and align performance of NEOs with those of Shareholders and
long-term objectives of Company. |
Compensation
Risk Considerations
The
Compensation Committee takes a balanced approach by using both short-term and long-term incentives which are based on both business objectives
and individual performance as discussed above. The Company’s compensation strategy identifies the maximum number of awards granted
under the Company’s Option Plan and Incentive Plan (each, as defined below). This strategy achieves the objectives of aligning
the interests of NEOs and Company shareholders (“Shareholders”) and attracting, motivating, and retaining NEOs who
are instrumental to the Company’s success while limiting excessive risk taking.
The
Company does not currently prohibit NEOs or Directors from purchasing financial instruments (which, for greater certainty, include 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 by the Company to such individuals as compensation or held, directly or indirectly, by the NEO or
Director. However, to the best of the Company’s knowledge, no NEO or Director of the Company has purchased such financial instruments.
Based
on its review of the Company’s compensation policies and practices, the Compensation Committee has not identified any risks that
are reasonably likely to have a material adverse effect on the Company. The Compensation Committee will continue to review the Company’s
compensation strategy, policies and practices on an annual basis to ensure that risk related to compensation of NEOs and Directors is
mitigated.
Performance
Graph
The
following graph compares the percentage change in cumulative total Shareholder return for CDN$100 invested in the Company’s common
shares (each, a “Common Share”) against the cumulative total return of the S&P/TSX Composite Index and the S&P/TSX
Composite Metals and Mining Index for the five-year period beginning July 1, 2018.
The
amounts in the graph above and chart below are as of July 1 and June 30, respectively, in each of the years 2018, 2019, 2020,
2021, 2022 and 2023.
| Index |
June 30,
2018
(CDN$) |
June 30,
2019
(CDN$) |
June 30,
2020
(CDN$) |
June 30,
2021
(CDN$) |
June 30,
2022
(CDN$) |
June 30,
2023
(CDN$) |
| Standard
Lithium Ltd. |
100.00 |
81.82 |
90.91 |
462.73 |
500.00 |
545.45 |
| S&P/TSX
Composite Index |
100.00 |
100.64 |
95.32 |
123.88 |
115.87 |
123.82 |
| S&P/TSX
Composite Metals and Mining Index |
100.00 |
104.60 |
151.66 |
142.57 |
126.52 |
150.14 |
As
shown in the graph above, during the fiscal year ended June 30, 2023, the Company Common Share price significantly outperformed
both the S&P/TSX Composite Index and the S&P/TSX Composite Metals and Mining Index. This trend has continued since June 30,
2021. The Company believes that its outperformance was largely due to the progress of the Company’s most advanced project –
the Lanxess property project, a brownfield project developed in partnership with specialty chemicals company, LANXESS Corporation (“LANXESS”).
The Company operates its first-of-a-kind industrial-scale direct lithium extraction demonstration plant at LANXESS’ South plant
in southern Arkansas. The demonstration plant technology selectively extracts lithium from brine that is a by-product of existing bromine
production facilities run by LANXESS. The demonstration plant is being used for proof-of-concept and commercial feasibility studies.
The Company is also advancing the resource development of over 27,000 acres of separate brine leases located in southwest Arkansas. Macroeconomic
developments in North America and globally, as well as geopolitical tensions, have supported the development of domestic electric vehicle
and battery production infrastructure, which the Company believes has also led to outperformance relative to the S&P/TSX Composite
Index and the S&P/TSX Composite Metals and Mining Index.
The
trend in overall compensation paid to the Company’s NEOs over this time has not directly tracked to the performance of the Company’s
Common Shares or the noted indices. Given the Company’s stage of development, the Company’s Common Share price can be volatile
and is currently not a significant factor in cash compensation considerations. The value of Option (defined below) and Share Unit (defined
below) awards is influenced by the Company’s Common Share price performance.
Share-Based
and Option-Based Awards
The
Company currently has two equity incentive plans: (i) a stock option plan (the “Option Plan”), and (ii) a
long-term incentive plan (the “Incentive Plan”).
The
Option Plan is designed to motivate NEOs and Directors by providing them with the opportunity, through stock options (each, an “Option”),
to acquire an interest in the Company and benefit from the Company’s growth.
The
Incentive Plan provides for the grant of rights to acquire any number of Common Shares (each, a “Share Unit”), from
time to time that each represent the right to receive, subject to adjustments in certain circumstances, one Common Share in consideration
for past performance upon expiry of an applicable restricted period, the holder ceasing to be involved with the Company or the satisfaction
of certain established performance conditions.
See
“Option Plan” and “Incentive Plan” below for summaries of the equity incentive plans.
Other
than the Option Plan and Incentive Plan, the Company does not offer any long-term incentive plans, share compensation plans, retirement
plans, pension plans, or any other such benefit programs for NEOs.
As
noted above, compensation of NEOs, including the award of Options and Share Units, is reviewed annually and recommended to the Board
for approval by the Compensation Committee. The number of Options and Share Units is determined after consideration of various relevant
factors, including the expected nature and quantity of duties and responsibilities, past performance, expected time commitments and the
availability of financial resources. The Compensation Committee takes into account the maximum number of awards available for grant under
the Option Plan and Incentive Plan, in addition to previous grants, when considering new grants under any equity incentive plan.
Compensation
Committee
The
Compensation Committee reviews annually and recommends to the Board compensation for NEOs. The Compensation Committee may meet more frequently
during the year to review compensation matters and may engage third party consultants to assist in evaluating compensation matters.
The
current members of the Compensation Committee are Robert Cross (Chair), Dr. Volker Berl, Claudia D’Orazio and Jeffrey Barber,
all of whom are independent1 and all of whom have direct experience that is relevant to their responsibilities in executive
compensation.
1 “Independent” means “independent”
within the meaning of section 1.4 of National Instrument 52-110 – Audit Committees.
Robert
Cross (Chair)
Mr. Cross
currently serves as the non-executive chair of the Company and is the chair of the Compensation Committee. Mr. Cross has more than
30 years of experience as a company founder, financier, and advisor in the mining and oil & gas sectors. Between 2004 and 2016
he was co-founder and Chair of Bankers Petroleum Ltd. From 2002 until 2007, he served as Chair of Northern Orion Resources Inc. Between
1996 and 1998, Mr. Cross was Chair and Chief Executive Officer of Yorkton Securities Inc. From 1987 to 1994, he was a Partner, Investment
Banking with Gordon Capital Corporation in Toronto. Mr. Cross has an Engineering Degree from the University of Waterloo and he received
his MBA from Harvard Business School in 1987.
Dr. Volker
Berl
Dr. Berl
serves as an independent Director of the Company and is also a member of the Compensation Committee, the corporate governance and nominating
committee and the audit committee (the “Audit Committee”). Dr. Berl is the founder, managing partner, and Chief
Executive Officer of New Age Ventures. Early in his career, Dr. Berl was head of a Process Development Laboratory at BASF AG, Germany,
teaming up to build the Fine Chemical Division’s pharmaceutical contract manufacturing business and overseeing the process development
for some of BASF’s most important APIs. More recently, Dr. Berl was Vice President of Equity Research Pharmaceuticals for
Deutsche Bank and Chief Technology Officer for the bioscience company Zymes LLC. Dr. Berl holds an MBA from Concordia University
and completed a postdoctoral chemistry fellowship at Stanford University. Before earning his Ph.D. in Strasbourg, Dr. Berl finished
a Masters in Chemical Engineering at the École Nationale Supérieure de Chimie, Polymères et Matériaux, in
France.
Claudia
D’Orazio
Ms. D’Orazio
serves as an independent Director of the Company and is also a member of the Compensation Committee, the Audit Committee and the corporate
governance and nominating committee. Ms. D’Orazio is also Vice President and Chief Human Resources and Technology Officer
for Centerra Gold Inc. Ms. D’Orazio has over 30 years experience as a Senior Executive and has an extensive background in
human resources, risk management, internal audit, information technology, supply chain management, integrations, treasury and finance.
Ms. D’Orazio joined Centerra Gold Inc. in February 2020 as Vice President, Chief Human Resources Officer. Prior to joining
Centerra, Claudia held several executive roles at Pembina Pipeline Corporation from 2006 to 2020 including, Corporate Controller, Vice
President & Treasurer, Vice President Risk and Compliance and most recently, was Vice President Human Resources. Ms. D’Orazio
holds a Bachelor of Commerce degree, specializing in Accounting & Management Information Systems from McGill University and
has her CPA designation.
Jeffrey
Barber
Mr. Barber
serves as an independent Director of the Company and is also a member of the Compensation Committee and the chair of the Audit Committee.
Mr. Barber has worked closely with various public company boards and executive teams to assist in capital markets initiatives and
advise on go-public transactions, valuations and M&A mandates. Most recently, Mr. Barber was a co-founder and CFO of Hiku Brands
until the company’s sale in 2018. From 2012 to 2016, Mr. Barber was a co-founder and managing partner of a boutique M&A
advisory firm in Calgary. Prior thereto, Mr. Barber spent many years covering the energy sector on investment banking and research
teams at Canaccord Genuity Corp. and Raymond James Ltd. Mr. Barber began his career as an economist with Deloitte LLP. Mr. Barber
is a CFA charter holder and holds a Masters in Finance and Economics from the University of Alberta.
Compensation
Consultant
During
the year ended June 30, 2023, the Company engaged Lane Caputo Compensation Inc. (“Lane Caputo”), an independent
third party, to review and evaluate compensation paid to the Company’s Board, CEO, COO and President, CFO and key senior manager
roles. The Compensation Committee and senior management reviewed Lane Caputo’s findings and recommendations and took such findings
and recommendations into consideration in determining compensation. During the year ended June 30, 2023, the Company paid Lane Caputo
an aggregate fee of $33,000 for the services noted above.
Summary
Compensation Table
The
following table provides a summary of compensation paid, directly or indirectly, for each of the three most recently completed financial
years to each NEO:
Name
and
position |
Year(2) |
Salary
(CDN$) |
Share-
based
awards
(CDN$) |
Option-based
awards
(CDN$) |
Non-equity
incentive plan
compensation
(CDN$) |
Pension
value
(CDN$) |
All
other
compensation
(CDN$) |
Total
compensation
(CDN$) |
Annual
incentive
plans |
Long-term
incentive
plans |
| Robert
Mintak CEO and Director |
2023
2022
2021 |
556,641(3)
454,317(3)
350,000 |
Nil
Nil
Nil |
1,207,955(10)
Nil
678,728(8) |
400,000(4)
400,000(5)
100,000(6) |
Nil
Nil
Nil |
Nil
Nil
Nil |
Nil
Nil
Nil |
2,164,596
854,317
1,128,728 |
| Kara
Norman Former CFO (current CAO) and Corporate Secretary |
2023
2022
2021 |
347,901(3)
255,428(3)
138,158 |
Nil
Nil
Nil |
690,260(10)
Nil
678,728(8) |
250,000(4)
178,200(5)
25,000(6) |
Nil
Nil
Nil |
Nil
Nil
Nil |
Nil
Nil
Nil |
1,288,161
433,628
841,886 |
| Dr. Andrew
Robinson President, COO and Director |
2023
2022
2021 |
556,641(3)
454,321(3)
350,004 |
Nil
Nil
Nil |
1,207,955(10)
Nil
678,728(8) |
400,000(4)
400,000(5)
100,000(6) |
Nil
Nil
Nil |
Nil
Nil
Nil |
Nil
Nil
Nil |
2,164,596
854,321
1,128,732 |
| Stephen
Ross Vice President, Resource Development |
2023
2022
2021 |
454,900
359,288
335,147 |
Nil
Nil
Nil |
345,130(10)
Nil
Nil |
Nil
Nil
Nil |
Nil
Nil
Nil |
Nil
Nil
Nil |
Nil
Nil
Nil |
800,030
359,288
335,147 |
| Jason
Tielker Vice President, Project Delivery(7) |
2023
2022 |
495,200
313,800 |
Nil
Nil |
690,260(10)
970,808(9) |
Nil
Nil |
Nil
Nil |
Nil
Nil |
Nil
Nil |
1,185,460
1,284,608 |
Notes:
| 1. | This
table does not include amounts paid as reimbursement for expenses. |
| 2. | Year
ended June 30. |
| 3. | Effective
January 1, 2022, amounts paid to NEOs were fixed in US dollars and paid to NEOs in Canadian
dollars based on the average Bank of Canada daily exchange rate in the month end immediately
prior to payment. |
| 4. | Cash
bonus earned for fiscal year ended June 30, 2023 performance in recognition of the continued
service of the NEO and contributions to the ongoing success of the Company. Bonus paid in
October 2023. |
| 5. | Cash
bonus earned for calendar year ended December 31, 2021 performance in recognition of
the continued service of the NEO and contributions to the ongoing success of the Company.
Bonus paid in April 2022. |
| 6. | Cash
bonus earned for calendar year ended December 31, 2020 in recognition of the continued
service of the NEO and contributions to the ongoing success of the Company. Bonus paid in
February 2021. |
| 7. | Mr. Jason
Tielker joined the Company on October 1, 2021. |
| 8. | On
January 18, 2021, the Company granted 200,000 Options at an exercise price of CDN$3.39
each to Mr. Mintak, Mr. Robinson and Ms. Norman. The value of the grant was
estimated using the Black-Scholes model with the following assumptions: 5 year expected life;
147% volatility; 0.35% risk free interest rate; and a nil% dividend rate. Each Option entitles
the holder to one Common Share upon exercise or release and expire on January 18, 2026.
The Options vested at grant. |
| 9. | On
February 14, 2022, the Company granted 250,000 Options at an exercise price of CDN$7.55
to Mr. Tielker. The value of the grant was estimated using the Black-Scholes model with
the following assumptions: 3 year expected life; 78% volatility; 1.60% risk free interest
rate; and a nil% dividend rate. Each Option entitles the holder to one Common Share upon
exercise or release and expire on February 14, 2025. The Options vest as follows: 1/4
on date of grant, 1/4 after three months; 1/4 after six months; and 1/4 after nine months. |
| 10. | On
April 11, 2023, the Company granted 350,000 Options at an exercise of CDN$5.08 each
to Mr. Mintak and Mr. Robinson, 200,000 Options at an exercise price of CDN$5.08
to Ms. Norman and Mr. Tielker and 100,000 Options at an exercise price of CDN$5.08
to Mr. Ross. The value of the grant was estimated using the Black-Scholes model with
the following assumptions: 5 year expected life; 84% volatility; 3.14% risk free interest
rate; and a nil% dividend rate. Each Option entitles to holder to one Common Share upon the
exercise or release and expire on April 11, 2028. The Options vested at grant. |
Incentive
Plan Awards – NEOs
The
following table sets forth information concerning all compensation securities granted or issued by the Company to each NEO during the
most recently completed financial year:
Name
and
position |
Type
of
compensation
security |
Number
of
compensation
securities,
number of
underlying
securities,
and
percentage of
class(1)(2) |
Date
of issue
or grant |
Issue,
conversion or
exercise price
(CDN$) |
Closing
price
of security or
underlying
security on
date of grant
(CDN$) |
Closing
price
of security or
underlying
security at
year end
(CDN$)(3) |
Expiry
Date |
| Robert
Mintak CEO and Director |
Options
DSUs |
350,000
(4.28%)
633,071
(31.80%) |
Apr 11, 2023
Apr 11, 2023 |
$5.08
N/A |
$5.08 |
$5.95 |
Apr 11, 2028
N/A |
| Kara
Norman Former CFO (current CAO) and Corporate Secretary |
Options
DSUs |
200,000
(2.45%)
300,669
(15.10%) |
Apr 11, 2023
Apr 11, 2023 |
$5.08
N/A |
$5.08 |
$5.95 |
Apr 11, 2028
N/A |
| Dr. Andrew
Robinson President, COO and Director |
Options
DSUs |
350,000
(4.28%)
633,071
(31.80%) |
Apr 11, 2023
Apr 11, 2023 |
$5.08
N/A |
$5.08 |
$5.95 |
Apr 11, 2028
N/A |
| Stephen
Ross Vice President, Resource Development |
Options |
100,000
(1.22%)
|
Apr 11, 2023
|
$5.08
|
$5.08 |
$5.95 |
Apr 11, 2028
|
| Jason
Tielker Vice President, Project Delivery |
Options
|
200,000
(2.45%)
|
Apr 11, 2023
|
$5.08
|
$5.08 |
$5.95 |
Apr 11, 2028
|
Notes:
| 1. | Option
percentages are based on 8,170,000 Options outstanding as at June 30, 2023. |
| 2. | DSU
percentages are based on 1,991,004 DSUs outstanding as at June 30, 2023. |
| 3. | Year
ended June 30, 2023. |
Outstanding
Share-Based Awards and Option-Based Awards
The
following provides a summary of equity incentive plan awards outstanding for each NEO as of June 30, 2023:
| |
Option-based
awards |
Share-based
awards |
Name
and
position |
Number
of
Common
Shares
underlying
unexercised
Options |
Option
exercise price
(CDN$) |
Option
expiry
date |
Value
of
unexercised
in-the-money
Options(1)
(CDN$) |
Number
of
Common
Shares or
Share Units
that have not
vested |
Market
or
payout value
of share-
based awards
that have not
vested(2)
(CDN$) |
Market
or
payout value
of vested
share-based
awards not
paid out or
distributed
(CDN$) |
| Robert
Mintak CEO and Director |
350,000
200,000
450,000 |
$5.08
$3.39
$1.40 |
Apr
11, 2028
Jan
18, 2026
Sep
4, 2023 |
304,500
512,000
2,047,500 |
633,071
|
3,766,772
|
Nil
|
| Kara
Norman Former CFO (current CAO) and Corporate Secretary |
200,000
200,000 |
$5.08
$3.39 |
Apr
11, 2028
Jan
18, 2026 |
174,000
512,000 |
300,669
|
1,788,980
|
Nil
|
| Dr. Andrew
Robinson President, COO and Director |
350,000
200,000
450,000 |
$5.08
$3.39
$1.40 |
Apr
11, 2028
Jan
18, 2026
Sep
4, 2023 |
304,500
512,000
2,047,500 |
633,071
|
3,766,772
|
Nil
|
| Stephen
Ross Vice President, Resource Development |
100,000 |
$5.08 |
Apr
11, 2028 |
87,000 |
Nil |
Nil |
Nil |
| Jason
Tielker Vice President, Project Delivery |
200,000
250,000 |
$5.08
$7.55 |
Apr
11, 2028
Feb
14, 2025 |
174,000
Nil |
Nil |
Nil |
Nil |
Notes:
| 1. | The
value of Options is based on the difference between the closing price of Common Shares on
June 30, 2023 of $5.95 and the exercise price of the Options. |
| 2. | The
value of the DSUs is based on the closing price of Common Shares on June 30, 2023 of
$5.95. |
Incentive
Plan Awards – Value Vested or Earned During the Year
The
following provides a summary of the value of all incentive plan awards that vested for each NEO during the year ended June 30, 2023:
Name
and
position |
Option-based
awards – Value
vested during the year
(CDN$) |
Share-based
awards – Value
vested during the year
(CDN$) |
Non-equity
incentive plan
compensation – Value earned
during the year
(CDN$) |
| Robert
Mintak CEO and Director |
Nil |
Nil |
Nil |
| Kara
Norman Former CFO (current CAO) and Corporate Secretary |
Nil |
Nil |
Nil |
| Dr. Andrew
Robinson President, COO and Director |
Nil |
Nil |
Nil |
| Stephen
Ross Vice President, Resource Development |
Nil |
Nil |
Nil |
| Jason
Tielker Vice President, Project Delivery |
Nil |
Nil |
Nil |
The
following provides information relating to amounts received upon the exercise of Options for each NEO during the year ended June 30,
2023:
Name
and
position |
Number
of Options
exercised |
Option
exercise price
(CDN$) |
Common
Share price on
exercise date
(CDN$) |
Value
realized on
exercise
(CDN$) |
| Robert
Mintak CEO and Director |
1,100,000 |
$0.76 |
$5.55 |
5,269,000 |
| Kara
Norman Former CFO (current CAO) and Corporate Secretary |
100,000
350,000 |
$2.10
$0.76 |
$6.25
$5.68 |
415,000
1,722,000 |
| Dr. Andrew
Robinson President, COO and Director |
1,100,000 |
$0.76 |
$5.25 |
4,939,000 |
| Stephen
Ross Vice President, Resource Development |
50,000
200,000 |
$2.10
$0.75 |
$5.80
$4.79 |
185,000
808,000 |
| Jason
Tielker Vice President, Project Delivery |
Nil |
N/A |
N/A |
N/A |
Option
Plan
The
Company has adopted the Option Plan pursuant to which the Board or a special committee of the Directors appointed from time to time by
the Board may grant Options to purchase Common Shares of the Company by directors, officers, consultants, and employees of the Company
or its subsidiaries, and employees of a person or company which provides management services to the Company or its subsidiaries.
Subject
to the provisions of the Option Plan, the Board shall have authority to construe and interpret the Option Plan and all option agreements
entered into thereunder, to define the terms used in the Option Plan and in all option agreements entered into thereunder, to prescribe,
amend and rescind rules and regulations relating to the Option Plan and to make all other determinations necessary or advisable
for the administration of the Option Plan.
The
purpose of the Option Plan is to advance the interests of the Company by encouraging the directors, officers, employees and consultants
of the Company, and of its subsidiaries and affiliates, if any, to acquire Common Shares, thereby increasing their proprietary interest
in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts
on behalf of the Company in the conduct of its affairs.
The
aggregate number of Common Shares that may be issued pursuant to the exercise of Options awarded under the Option Plan and all other
security-based compensation arrangements of the Company shall not exceed ten percent (10%) of the issued and outstanding Common Shares
as of the date of any grant of Options, subject to the following additional limitations:
| a) | the
aggregate number of Options granted to any one person under the Option Plan within a twelve
(12) month period, together with all other security-based compensation arrangements of the
Company, must not exceed five percent (5%) of the then outstanding number of Common Shares,
in the aggregate (on a non-diluted basis); |
| b) | Options
shall not be granted if the exercise thereof would result in the issuance of more than two
percent (2%) of the issued Common Shares, in the aggregate, in any twelve (12) month period
to any one consultant of the Company (or any of its subsidiaries); |
| c) | Options
shall not be granted if the exercise thereof would result in the issuance of more than two
percent (2%) of the issued Common Shares in any twelve (12) month period to any persons employed
to provide investor relations activities; |
| d) | Options
granted to consultants performing investor relations activities will contain vesting provisions
such that vesting occurs over at least twelve (12) months with no more than one-quarter of
the Options vesting in any three (3) month period; and |
| e) | the
number of Common Shares subject to an Option grant to any directors, officers, consultants,
and employees of the Company or its subsidiaries, and employees of a person or company which
provides management services to the Company or its subsidiaries (such persons hereinafter
collectively referred to as “Participants”) shall be determined by the
Board, but no one Participant shall be granted an Option which exceeds the maximum number
permitted by the TSX Venture Exchange (the “Exchange”). |
If
any Option granted under the Option Plan shall expire or terminate for any reason in accordance with the terms of the Option Plan without
being exercised, the un-purchased Common Shares subject thereto shall again be available for the purpose of the Option Plan.
Options
may be granted to the Participants exercisable at a price determined by the Board, subject to applicable Exchange approval, at the time
any Option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange. The Directors
of the Company may, by resolution, determine the time period during which any Option may be exercised, provided that this time period
does not contravene any rule or regulation of such exchange on which the Common Shares may be listed. For greater certainty, in
no circumstances shall the maximum term exceed ten (10) years. Subject to any vesting restrictions imposed by the Exchange, the
Board may, in its sole discretion, determine the time during which Options shall vest and the method of vesting, or that no vesting restriction
shall exist. Subject to any vesting restrictions imposed by the Board, Options may be exercised in whole or in part at any time and from
time to time during the option period.
In
the event of a Participant ceasing to be a director, officer or employee of the Company or a subsidiary of the Company for any reason
other than death, including the resignation or retirement of the Participant as a director, officer or employee of the Company or the
termination by the Company of the employment of the Participant, such Participant may exercise their Option to the extent that the Participant
was entitled to exercise it at the date of such cessation, provided that such exercise must occur within thirty (30) days, subject to
adjustment at the discretion of the Board. In the event of the death of a Participant, the Option previously granted to them shall be
exercisable only within the one (1) year after such death and then only: (i) by the person or persons to whom the Participant’s
rights under the Option shall pass by the Participant’s will or the laws of descent and distribution; and (ii) if and to the
extent that such Participant was entitled to exercise the Option at the date of his or her death.
Subject
to the foregoing restrictions, and certain other restrictions set out in the Option Plan, the Board is authorized to provide for the
granting of Options and the exercise and method of exercise of Options granted under the Option Plan.
There
are presently 9,820,000 Options outstanding under the Option Plan, 5,750,000 of which are held directly and indirectly by NEOs or Directors
of the Company.
Incentive
Plan
The
Incentive Plan provides for the issue of Common Shares to Participants (as defined in the Incentive Plan) for the purpose of advancing
the interests of the Company through the motivation, attraction, and retention of officers, employees, consultants, and directors of
the Company and its affiliates and to secure for the Company and its Shareholders the benefits inherent in the ownership of Common Shares
by key officers, employees, consultants, and directors of the Company and its affiliates; it being recognized generally that equity incentive
plans aid in attracting, retaining, and encouraging officers, employees, consultants and directors due to the opportunity offered to
them, to acquire a proprietary interest in the Company.
The
Incentive Plan is administered by the Board or a committee of the Board (the “Committee”), and the Committee has full
authority to administer the Incentive Plan including the authority to interpret and construe any provision of the Incentive Plan and
to adopt, amend and rescind such rules and regulations for administering the Incentive Plan as the Committee may deem necessary
in order to comply with the requirements of the Incentive Plan.
Under
the Incentive Plan, eligible Participants will be granted Share Units to acquire any number of Common Shares, from time to time that
each Share Unit represents the right to receive, subject to adjustments in certain circumstances, one Common Share in consideration for
past performance upon expiry of an applicable restricted period, the holder ceasing to be involved with the Company or the satisfaction
of certain established performance conditions. A Share Unit which is only subject to a time-based restricted period, shall be referred
to as a “RSU”, a Share Unit of which the issuance of the underlying Common Share is subject to any performance condition
shall be referred to as a “PSU”, and a Share Unit of which the issuance of the underlying Common Share is subject
to the occurrence of a Termination or Retirement event (as defined in the Incentive Plan), shall be referred to as a “DSU”.
The Committee shall have the discretion to grant PSUs which allow for the holder thereof receiving a number of Common Shares based on
the achievement of performance ratios or multipliers as the Committee may determine upon such grant. RSUs, PSUs and DSUs are the only
Share Units permitted to be issued under the Incentive Plan.
Participants
who are residents of Canada for the purposes of the Income Tax Act (Canada) and not subject to the provisions of the Internal
Revenue Code may elect to defer receipt of all or any part of their RSUs until a deferred payment date if they elect to do so by
written notice to the Company no later than sixty (60) days prior to the expiry of the applicable restricted period.
The
aggregate maximum number of Common Shares available for issuance from treasury under the Incentive Plan shall not exceed ten percent
(10%) of the outstanding Common Shares as of the date of any grant of share-based compensation unit when combined with any other security-based
compensation arrangements of the Company in place at the time.
The
maximum number of Common Shares issuable to Insiders (as defined in the Incentive Plan), at any time, pursuant to the Incentive Plan
and any other share-based compensation arrangements of the Company, is ten percent (10%) of the total number of Common Shares then outstanding.
The maximum number of Common Shares issued to Insiders, within any one-year period, pursuant to the Incentive Plan and any other share-based
compensation arrangements of the Company is ten percent (10%) of the total number of Common Shares then outstanding.
So
long as the Company is subject to Exchange requirements, no Share Units may be issued to anyone engaged to perform Investor Relations
Activities (as defined in the Incentive Plan) for the Company and in no event can an issuance of Share Units, when combined with any
grants made pursuant to any other share-based compensation arrangements, result in:
| a) | any
one person in a twelve (12) months period being granted such number of share-based compensation
awards equaling or exceeding five percent (5%) of the issued Common Shares, calculated on
the date a share-based compensation award is granted to the person (unless the Company has
obtained the requisite disinterested shareholder approval); and |
| b) | any
one consultant in a twelve (12) months period being granted such number of share-based compensation
awards equaling or exceeding two percent (2%) of the issued Common Shares, calculated at
the date the share-based compensation award is granted to the consultant. |
The
maximum term for Share Units is up to ten (10) years but may be such shorter term as the Company chooses.
In
the event of:
| a) | the
death of a Participant, any Share Units held by such Participant will vest on the date of
death of such Participant and the Common Shares represented by the Share Units held by such
Participant will be issued to the Participant’s estate as soon as reasonably practical
thereafter, but in any event no later than ninety (90) days thereafter; and |
| b) | the
disability of a Participant (determined in accordance with the Company’s normal disability
practices), any Share Units held by such Participant will vest on the date in which such
Participant is determined to be totally disabled and the Common Shares represented by the
Share Units held by the Participant will be issued to the Participant as soon as reasonably
practical, but in any event no later than thirty (30) days following receipt by the Company
of notice of disability. |
In
the event of (i) a Change of Control (as defined under the Incentive Plan), and (ii) the participant being subject to a Triggering
Event (as such term is defined under the Incentive Plan), then all Share Units held by such Participant shall immediately vest on the
date of such Triggering Event notwithstanding the restricted period.
There
are presently 1,991,004 Share Units outstanding under the Incentive Plan.
Pension
Plan Benefits
No
pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none
are proposed at this time.
Employment,
Consulting and Management Agreements
Management
functions of the Company are not, to any substantial degree, performed other than by Directors or NEOs of the Company. 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 as follows:
| · | The
Company entered into an employment agreement effective January 1, 2023 with Andrew Robinson
(“Robinson”), a Director, President and COO of the Company (the “Robinson
Agreement”), which supersedes the previous consulting agreement dated July 1,
2020 with Green Core Consulting Ltd., a company controlled by Robinson. Under the Robinson
Agreement, Mr. Robinson is entitled to a salary of USD$400,000 per year. The Robinson Agreement
includes confidentiality and non-competition provisions. The Robinson Agreement also includes
a “Change of Control” clause, as detailed below, with a caveat that a change
of control with respect to the Robinson Agreement occurs when any person, or any combination
of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment,
or understanding shall acquire or hold, directly or indirectly, 30% or more of the voting
rights attached to all outstanding equity securities. |
| · | The
Company entered into an employment agreement effective January 1, 2023 with Robert Mintak
(“Mintak”), a Director and CEO of the Company (the “Mintak Agreement”),
which supersedes the previous consulting agreement dated July 1, 2020 with Mintak. Under
the Mintak Agreement, Mr. Mintak is entitled to a salary of USD$400,000 per year. The Mintak
Agreement includes confidentiality and non-competition provisions. The Mintak Agreement also
includes a “Change of Control” clause, as detailed below, with a caveat that
a change of control with respect to the Mintak Agreement occurs when any person, or any combination
of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment,
or understanding shall acquire or hold, directly or indirectly, 30% or more of the voting
rights attached to all outstanding equity securities. |
| · | The
Company entered into an employment agreement effective January 1, 2023 with Kara Norman
(“Norman”), the former CFO and current CAO of the Company (the “Norman
Agreement”), which supersedes the previous consulting agreement dated July 1,
2020 with Norman. Under the Norman Agreement, Ms. Norman is entitled to a salary of USD$250,000
per year. The Norman Agreement includes confidentiality and non-competition provisions. The
Norman Agreement also includes a “Change of Control” clause, as detailed below,
with a caveat that a change of control with respect to the Norman Agreement occurs when any
person, or any combination of persons acting jointly or in concert by virtue of an agreement,
arrangement, commitment, or understanding shall acquire or hold, directly or indirectly,
30% or more of the voting rights attached to all outstanding equity securities. |
| · | The
Company entered into a consulting agreement dated July 1, 2020 with Anthony Alvaro,
a Director of the Company (the “Alvaro Agreement”, and together with the
Robinson Agreement, the Mintak Agreement and the Norman Agreement, the “Agreements”).
Under the Alvaro Agreement, as amended, Mr. Alvaro is entitled to fees of CDN$250,000
per year. The Alvaro Agreement includes confidentiality and conflict of interest provisions.
The Alvaro Agreement also includes a “Change of Control” clause as detailed below. |
| · | The
Company entered into a consulting agreement dated October 1, 2021 with 1104604 BC Ltd.,
a company controlled by Stephen Ross, Vice President, Resource Development of the Company
(the “Ross Agreement”). Under the Ross Agreement, Mr. Ross is entitled
to consulting fees of CDN$200 per hour. The Ross Agreement includes confidentiality provisions. |
| · | The
Company entered into a consulting agreement dated January 29, 2018 with 1104602 BC Ltd.,
a company controlled by Jason Tielker, Vice President, Project Delivery of the Company (the
“Tielker Agreement”). Under the Tielker Agreement, Mr. Tielker is
entitled to consulting fees of CDN$200 per hour. The Tielker Agreement includes confidentiality
provisions. |
The
“Change of Control” clause can be triggered should certain events occur as follows:
| a) | A
merger, amalgamation, arrangement, reorganization or transfer takes place in which equity
securities of the Company possessing more than one-half of the total combined voting power
of the Company’s outstanding equity securities are acquired by a person or persons
different from the persons holding those equity securities immediately prior to such transaction,
and the composition of the Board following such transaction is such that the Directors of
the Company prior to the transaction constitute less than one-half of the directors following
the transaction, except that no Change in Control will be deemed to occur if such merger,
amalgamation, arrangement, reorganization or transfer is with any subsidiary or subsidiaries
of the Company; |
| b) | If
any person, or any combination of persons acting jointly or in concert by virtue of an agreement,
arrangement, commitment or understanding shall acquire or hold, directly or indirectly, 20%
or more of the voting rights attached to all outstanding equity securities; |
| c) | If
any person, or any combination of persons acting jointly or in concert by virtue of an agreement,
arrangement, commitment or understanding shall acquire or hold, directly or indirectly, the
right to appoint a majority of the Directors of the Company; or |
| d) | If
the Company sells, transfers or otherwise disposes of all or substantially all of its assets,
except that no Change in Control will be deemed to occur if such sale or disposition is made
to a subsidiary or subsidiaries of the Company. |
If
the Company terminates the Agreements without Just Cause (as defined in the Agreements) or the Director or NEO terminates for Good Reason
(as defined in the Agreements), in the twelve (12) month period following a Change of Control, the Company shall provide the Directors
or NEOs an amount equal to the total of the fees paid at his or her monthly rate in the twenty-four (24) months preceding termination.
If
the Company terminates the Agreements without Just Cause (as defined in the Agreements), the Company shall provide the Directors or NEOs
with working notice, payment in lieu of working notice or a combination of the two equal to the total of the fees paid at his or her
monthly rate in the twenty-four (24) months preceding termination.
Termination
and Change of Control Benefits
The
Company has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or previously
acted as an NEO or Director in connection with or related to the retirement, termination or resignation of such person. The Company has
not provided any compensation to such persons as a result of a Change of Control of the Company.
The
following table shows the estimated payments that would be payable under the Agreements in the event of a Change of Control or if the
Company terminates the Agreements other than for Just Cause (as defined in the Agreements) on June 30, 2023:
| Estimated
payments for “Change of Control” or termination other than for Just Cause or Good Reason (as defined in the Agreements) |
Name
and
position |
Base
Salary(1)
(CDN$) |
Bonus(2)
(CDN$) |
Share-based
awards
(CDN$) |
Option-based
awards(3)
(CDN$) |
Total
(CDN$) |
| Robert
Mintak CEO and Director |
800,000(4) |
800,000 |
Nil |
Nil |
1,600,000 |
| Kara
Norman Former CFO (current CAO) and Corporate Secretary |
500,000(4) |
500,000 |
Nil |
Nil |
1,000,000 |
| Dr. Andrew
Robinson President, COO and Director |
800,000(4) |
800,000 |
Nil |
Nil |
1,600,000 |
| Anthony
Alvaro Director |
500,000 |
Nil |
Nil |
Nil |
500,000 |
| Stephen
Ross Vice President, Resource Development |
Nil |
Nil |
Nil |
Nil |
Nil |
| Jason
Tielker Vice President, Project Delivery |
Nil |
Nil |
Nil |
Nil |
Nil |
| Robert
Cross Non-Executive Chair |
Nil |
Nil |
Nil |
Nil |
Nil |
| Jeffrey
Barber Director |
Nil |
Nil |
Nil |
Nil |
Nil |
| Dr. Volker
Berl Director |
Nil |
Nil |
Nil |
Nil |
Nil |
| Claudia
D’Orazio(5) Director |
Nil |
Nil |
Nil |
Nil |
Nil |
| Anca
Rusu(6) Director |
Nil |
Nil |
Nil |
Nil |
Nil |
Notes:
| 1. | Based
on base salary received for the years ended June 30, 2023 and 2022. |
| 2. | Based
on bonuses awarded during the years ended June 30, 2023 and 2022. |
| 3. | The
value of Options is based on the difference between the closing price of Common Shares on
June 30, 2023 of $5.95 and the exercise price of the Options. In accordance with the
Option Plan, individuals will have 30 days from termination to exercise Options. |
| 4. | Effective
January 1, 2022, amounts paid to NEOs were fixed in US dollars and estimated change
of control payments would be paid to NEOs in Canadian dollar equivalents based on the average
Bank of Canada daily exchange rate in the month end immediately prior to payment. |
| 5. | Claudia
D’Orazio joined the Board on January 17, 2023. |
| 6. | Anca
Rusu joined the Board on January 17, 2023. |
Director
Compensation
The
following table provides a summary of compensation paid, directly or indirectly, for the most recently completed financial year to each
Director who is not also an NEO:
| Table
of Compensation |
| Name |
Fees
earned
(CDN$) |
Share-based
awards
(CDN$) |
Option-based
awards
(CDN$)(5) |
Non-equity
incentive plan
compensation
(CDN$) |
Pension
value
(CDN$) |
All
other
compensation
(CDN$) |
Total
compensation
(CDN$) |
| Anthony
Alvaro Director |
$250,000(1) |
962,000 |
1,035,390 |
Nil |
Nil |
Nil |
2,247,390 |
| Jeffrey
Barber Director |
135,328(4) |
352,400 |
1,035,390 |
Nil |
Nil |
Nil |
1,523,118 |
| Robert
Cross Non-Executive Chair |
134,219(4) |
402,400 |
1,035,390 |
Nil |
Nil |
Nil |
1,572,009 |
| Dr. Volker
Berl Director |
100,852(4) |
238,100 |
1,035,390 |
Nil |
Nil |
Nil |
1,374,342 |
| Claudia
D’Orazio(2) |
50,543(4) |
100,000 |
1,035,390 |
Nil |
Nil |
Nil |
1,185,933 |
| Anca
Rusu(3) |
50,543(4) |
100,000 |
1,035,390 |
Nil |
Nil |
Nil |
1,185,933 |
Notes:
| 1. | See
Alvaro Agreement. Mr. Alvaro is compensated for consulting services to the Board and
senior management of the Company. |
| 2. | Claudia
D’Orazio joined the Board on January 17, 2023. |
| 3. | Anca
Rusu joined the Board on January 17, 2023. |
| 4. | Fees
earned in connection with the performance of duties on the Board. As of January 1, 2021,
Directors were compensated at a rate of CDN$75,000 per year. Effective January 1, 2022,
the rate was updated to US$75,000, plus an additional US$25,000 for Directors who held the
position of chair of any committee. Maximum payment in fees to any Director is USD$100,000. |
| 5. | On
April 11, 2023, the Company granted 300,000 Options at an exercise price of CDN$5.08
each to the Directors of the Company. The value of the grant was estimated using the Black-Scholes
model with the following assumptions: 5 year expected life; 84% volatility; 3.14% risk free
interest rate; and a nil% dividend rate. Each Option entitles to holder to one Common Share
upon the exercise or release and expire on April 11, 2028. The Options vested at grant. |
Compensation
of Directors is reviewed annually by the Board. The level of compensation for Directors is determined after consideration of various
relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, expected time commitments
and the availability of financial resources.
In
the Board’s view, there has been no need for the Company to design or implement a formal compensation program for Directors. While
the Board considers Option grants to Directors under the Option Plan from time to time, and grants of Share Units under the Incentive
Plan, the Board does not employ a prescribed methodology when determining the grant or allocation of Options or Share Units. Other than
the Option Plan and the Incentive Plan, the Company does not offer any long-term incentive plans, share compensation plans or any other
such benefit programs for Directors.
Incentive
Plan Awards – Directors
The
following table sets forth information concerning all compensation securities granted or issued by the Company to each Director during
the most recently completed financial year:
| Compensation
Securities |
Name
and
position |
Type
of
compensation
security |
Number
of
compensation
securities,
number of
underlying
securities,
and
percentage of
class(1)(2) |
Date
of issue
or grant |
Issue,
conversion or
exercise price
(CDN$) |
Closing
price
of security or
underlying
security on
date of grant
(CDN$) |
Closing
price
of security or
underlying
security at
year end
(CDN$)(3) |
Expiry
Date |
| Anthony
Alvaro Director |
Options(4)
DSUs |
300,000
(3.67%)
189,370
(9.51%) |
Apr
11, 2023
Apr
11, 2023 |
$5.08
N/A |
$5.08 |
$5.95 |
Apr
11, 2028
N/A |
| Jeffrey
Barber Director |
Options(4)
DSUs |
300,000
(3.67%)
69,370
(3.48%) |
Apr
11, 2023
Apr
11, 2023 |
$5.08
N/A |
$5.08 |
$5.95 |
Apr
11, 2028
N/A |
| Robert
Cross Non-Executive Chair |
Options(4)
DSUs |
300,000
(3.67%)
79,213
(3.98%) |
Apr
11, 2023
Apr
11, 2023 |
$5.08
N/A |
$5.08 |
$5.95 |
Apr
11, 2028
N/A |
| Dr. Volker
Berl Director |
Options(4)
DSUs |
300,000
(3.67%)
46,870
(2.35%) |
Apr
11, 2023
Apr
11, 2023 |
$5.08
N/A |
$5.08 |
$5.95 |
Apr
11, 2028
N/A |
Claudia
D’Orazio Director |
Options(4)
DSUs |
300,000
(3.67%)
19,685
(0.99%) |
Apr
11, 2023
Apr
11, 2023 |
$5.08
N/A |
$5.08 |
$5.95 |
Apr
11, 2028
N/A |
Anca
Rusu Director |
Options(4)
DSUs |
300,000
(3.67%)
19,685
(0.99%) |
Apr
11, 2023
Apr
11, 2023 |
$5.08
N/A |
$5.08 |
$5.95 |
Apr
11, 2028
N/A |
Notes:
| 1. | Option
percentages are based on 8,170,000 Options outstanding as at June 30, 2023. |
| 2. | DSU
percentages are based on 1,991,004 DSUs outstanding as at June 30, 2023. |
| 3. | Year
ended June 30, 2023. |
| 4. | These
Options vested and became exercisable by the optionee immediately upon being issued. |
Outstanding
Share-Based Awards and Option-Based Awards
The
following provides a summary of equity incentive plan awards outstanding for each Director as of June 30, 2023:
| |
Option-Based
Awards |
Share-Based
Awards |
Name
and
position |
Number
of
Common
Shares
underlying
unexercised
Options |
Option
exercise price
(CDN$) |
Option
expiry
date |
Value
of
unexercised
in-the-money
Options(1)
(CDN$) |
Number
of
Common
Shares or
Share Units
that have not
vested |
Market
or
payout value
of share-
based awards
that have not
vested(2)
(CDN$) |
Market
or
payout value
of vested
share-based
awards not
paid out or
distributed
(CDN$) |
| Anthony
Alvaro Director |
300,000
200,000
450,000 |
$5.08
$3.39
$1.40 |
Apr
11, 2028
Jan
18, 2026
Sep
4, 2023 |
$261,000
$512,000
$2,047,500 |
189,370 |
$1,126,751 |
Nil |
| Jeffrey
Barber Director |
300,000
200,000 |
$5.08
$3.39 |
Apr
11, 2028
Jan
18, 2026 |
$261,000
$512,000 |
69,370 |
$412,751 |
Nil |
| Robert
Cross Non-Executive Chair |
300,000
200,000 |
$5.08
$3.39 |
Apr
11, 2028
Jan
18, 2026 |
$261,000
$512,000 |
79,213 |
$471,317 |
Nil |
| Dr. Volker
Berl Director |
300,000
200,000 |
$5.08
$6.08 |
Apr
11, 2028
Jul
20, 2026 |
$261,000
Nil |
46,870 |
$278,876 |
Nil |
Claudia
D’Orazio Director |
300,000 |
$5.08 |
Apr
11, 2028 |
$261,000 |
19,685 |
$117,125 |
Nil |
Anca
Rusu Director |
300,000 |
$5.08 |
Apr
11, 2028 |
$261,000 |
19,685 |
$117,125 |
Nil |
Notes:
| 1. | The
value of Options is based on the difference between the closing price of Common Shares on
June 30, 2023 of $5.95 and the exercise price of the Options. |
| 2. | The
value of the DSUs is based on the closing price of Common Shares on June 30, 2023 of
$5.95. |
Incentive
Plan Awards – Value Vested or Earned During the Year
The
following provides a summary of the value of all incentive plan awards that vested for each Director during the year ended June 30,
2023:
Name
and
position |
Option-based
awards – Value
vested during the year(1)
(CDN$) |
Share-based
awards – Value
vested during the year
(CDN$) |
Non-equity
incentive plan
compensation – Value earned
during the year
(CDN$) |
| Anthony
Alvaro Director |
Nil |
Nil |
Nil |
| Jeffrey
Barber Director |
Nil |
Nil |
Nil |
| Robert
Cross Non-Executive Chair |
Nil |
Nil |
Nil |
| Dr. Volker
Berl Director |
Nil |
Nil |
Nil |
| Claudia
D’Orazio Director |
Nil |
Nil |
Nil |
| Anca
Rusu Director |
Nil |
Nil |
Nil |
Notes:
| 1. | This
is aggregate dollar value that would have been realized if the Options vested during the
year had been exercised on their respective vesting dates. This is calculated by multiplying
the number of Options that vested during the year by the difference between the closing price
of the Common Shares on the date of vesting and the exercise price of the Options. |
The
following provides information relating to amounts received upon the exercise of Options for each Director during the year ended June 30,
2023:
Name
and
position |
Number
of Options
exercised |
Option
exercise price
(CDN$) |
Share
price on exercise
date
(CDN$) |
Value
realized on
exercise
(CDN$) |
| Anthony
Alvaro Director |
1,100,000 |
$0.76 |
$5.68 |
$5,412,000 |
| Jeffrey
Barber Director |
300,000 |
$0.76 |
$5.25 |
$1,347,000 |
| Robert
Cross Non-Executive Chair |
400,000
100,000
100,000
350,000 |
$0.76
$0.76
$1.40
$1.40 |
$5.14
$5.50
$5.50
$5.25 |
$1,752,000
$474,000
$410,000
$1,347,500 |
| Dr. Volker
Berl Director |
Nil |
Nil |
Nil |
Nil |
| Claudia
D’Orazio Director |
Nil |
Nil |
Nil |
Nil |
| Anca
Rusu Director |
Nil |
Nil |
Nil |
Nil |
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