Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
August 17, 2022, the Board of Directors unanimously voted to increase the number of Directors on the Board to seven (7). On the same
date, the Board subsequently approved and appointed Mr. Justin Vorwerk as a Director, and Mr. Andrew Suckling as a Director for the Company.
Biographical
Information
Mr.
Justin Vorwerk has had a long and distinguished career in Finance and Capital Markets. Mr. Vorwerk has held positions as a Managing
Director in Investment Banking with Goldman Sachs, The Royal Bank of Scotland, Deutsche Bank Securities, as well as Donaldson, Lufkin
& Jenrette, and Credit Suisse, where he co-headed the Financial Sponsors Group. Mr. Vorwerk served as head of Investment Banking
and Capital Markets at CRT Capital Group, where he structured debt and equity products and advised on Mergers and Acquisitions. Mr. Vorwerk
holds an MBA from The University of Pennsylvania (Wharton) and attended Princeton University, where he earned a degree in Economics (AB).
Mr.
Andrew Suckling has over 25 years’ experience in the commodity industry and is currently the Non-Executive Chairman of Cadence
Minerals (AIM: KDNC), the Non-Executive Director of Macarthur Minerals (TSX-V: MMS, ASX: MIO) and a board member of the privately held
company, IronMan Ltd. He began in 1994 as a trader on the London Metal Exchange, and subsequently became a founding partner, research
analyst, and trader with the multibillion fund management group, Ospraie. Mr. Suckling is a graduate of Brasenose College, Oxford University,
earning a BA (Hons) in Modern History in 1993 and an MA in Modern History in 2000.
Litigation
During
the past ten years, none of the appointees have been the subject of the following events:
1. A
petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at
or within two years before the time of such filing;
2. Convicted
in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. The
subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from, or otherwise limiting, the following activities;
i) Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection
with such activity;
ii) Engaging
in any type of business practice; or
iii) Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or
State securities laws or Federal commodities laws;
4. The
subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i
in the preceding paragraph or to be associated with persons engaged in any such activity;
5. Was
found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law,
and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Was
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;
7. Was
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended, or vacated, relating to an alleged violation of:
i) Any
Federal or State securities or commodities law or regulation; or
ii) Any
law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,
order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition
order, or
iii) Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Was
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.
Material
Plans, Contracts or Other Arrangements
There
are currently no material plans, contracts, or other arrangements with the new appointees.