Avino Silver & Gold Mines Ltd 6-K, filed May 14, 2024

Avino Silver & Gold Mines Ltd (ASM)

6-K 2024-05-14 For: 2024-05-13

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Added on April 08, 2026

About this 6-K

Avino Silver & Gold Mines Ltd filed this 6-K on May 14, 2024.

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Exhibit No.		Document
99.1		Notice and Information Circular
99.2		Form of Proxy

	Avino Silver & Gold Mines, Ltd.

Date: May 13, 2024	By:	/s/ Jennifer Trevitt
		Jennifer Trevitt
		Corporate Secretary

		Page
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS		1

INFORMATION CIRCULAR		1

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES		1

PERSONS OR COMPANIES MAKING THE SOLICITATION		2

VOTING OF PROXIES		2
Shareholder Questions		3

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF		3

REGISTERED SHAREHOLDERS		4

BENEFICIAL HOLDERS		4

PARTICULARS OF MATTERS TO BE ACTED UPON		5
Financial Statements		6
Appointment of Auditors		6
Election of Directors		6
Approval of New 2024 Stock Option Plan and Unallocated Entitlements		9
Approval of Unallocated Entitlements under the 2018 Restricted Share Unit Plan		13

STATEMENT OF EXECUTIVE COMPENSATION		16
Compensation Discussion and Analysis		16
Summary Compensation Table		20
Equity-Based Incentive Plan Awards		21
Pension Plan Benefits		23
Termination and Change Of Control Benefits		23
Director Compensation		25

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		27
Equity Compensation Plan Information		27

MANAGEMENT CONTRACTS		28

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS		28

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS		28

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON		28

STATEMENT OF CORPORATE GOVERNANCE PRACTICES		28

Board of Directors		29
Name		29
Meetings of Independent Directors		29
Other Directorships		30
Board and Committee Meetings		30
Orientation and Continuing Education		32
Ethical Business Conduct		32
Insider Trading Policy		32
Disclosure and Confidentiality Policy		32
Whistleblower Policy		33
Term Limits		33
Corporate and Board Diversity		33
Nomination of Directors		34
Committees of the Board		34
Governance and Nominating Committee		38
Compensation Committee		38
Other Board Committees		39
Assessments		39

OTHER MATTERS		40

ADDITIONAL INFORMATION		40

BOARD APPROVAL		40

SCHEDULE “A” – BOARD OF DIRECTORS’ MANDATE		A1

	1.	To receive the financial statements of the Company for its fiscal year ended December 31, 2023 and the report of the Auditors thereon;

	2.	To appoint Auditors for the ensuing year and to authorize the Directors to fix their remuneration;

	3.	To determine the number of directors and to elect directors;

	4.	To approve the 2024 10% Rolling Stock Option Plan and all unallocated entitlements under the 10% Rolling Stock option Plan, as described in the accompanying Information Circular;

	5.	To consider and if thought fit, to approve an ordinary resolution approving all unallocated entitlements under the 2018 Restricted Share Unit Plan, as described in the accompanying Information Circular; and

	6.	To transact such other business as may properly come before the Meeting or any adjournment thereof.

Voting Methods
Voting Methods	Internet	Telephone or Fax	Mail
Registered Shareholders Common Shares held in own name and represented by a physical certificate or DRS.	Vote online at www.investorvote.com	Telephone: 1-866-732-8683 Fax: 1-866-249-7775	Return the form of proxy in the enclosed postage paid envelope.
Non-Registered Shareholders Common Shares held with a broker, bank or other intermediary.	Vote online at www.proxyvote.com	Call or fax to the number(s) listed on your voting instruction form.	Return the voting instruction form in the enclosed postage paid envelope.

	(a)	log onto the internet website of Computershare at www.investorvote.com. Refer to your 15-digit control number (shown on your proxy form) and follow the online voting instructions ; or

	(b)	call the toll-free number, 1-866-732-VOTE (8683) if you are in Canada or the United States. If you are not in Canada or the United States, you should call the direct phone number shown on your proxy form. To vote by phone, simply refer to your 15-digit control number (shown on your proxy form) and follow the instructions.; or

	(c)	complete, date and sign the enclosed Proxy and return it to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), by fax within North America to 1-866-249-7775, by fax outside North America to 416-263-9524, by mail or by hand to the 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1, or by hand delivery.

(a)	be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Beneficial Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Beneficial Holder when submitting the proxy. In this case, the Beneficial Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Company’s transfer agent as provided above; or

(b)	more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Beneficial Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Beneficial Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

Name, Present Office Held and Province or State of Residency	Director Since	Number of Shares Beneficially Owned, Directly or Indirectly, or over which Control or Direction is Exercised at the Date of this Information Circular⁽⁵⁾	Principal Occupation and if not at present an elected director, occupation during the past five⁽⁵⁾ years⁽⁴⁾
Ronald Andrews⁽¹⁾⁽²⁾⁽³⁾ ID, USA Director	May 2019	425,000 (Directly) 35,000 (Indirectly)	Owner and operator of Andrews Orchards, President of West Wind Property Inc., and Director of Coral Gold Resources Ltd. from January 2010 to November 2020
Peter Bojtos⁽¹⁾⁽²⁾⁽³⁾ Colorado, USA Director	June 2018	268,000 (Directly)	Professional Engineer with over 50 years of worldwide experience in the mining industry
David Wolfin BC, Canada President, CEO and Director	October 1995	27,510 (Directly) 3,270,168 (Indirectly)	Mining Executive; Officer and/or Director of several reporting issuers
Carolina Ordoñez ^(1)(2)(3) BC, Canada Director	June 2023	24,320 (Directly)	Mining Executive of a reporting issuer

⁽¹⁾	Member of the Audit Committee.
⁽²⁾	Member of the Compensation Committee.
⁽³⁾	Member of the Governance & Nominating Committee
⁽⁴⁾	The information is not within the knowledge of the Management of the Company and has been furnished by the respective nominees.
⁽⁵⁾	The number of Common Shares beneficially owned, or controlled or directed, directly or indirectly by the above nominees for directors, is based on the information obtained from The System for Electronic Disclosure by Insiders (“SEDI”).

	(a)	was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

	(b)	was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

	(c)	within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

	·	the participants in the 2024 Stock Option Plan are the directors, officers, employees, and consultants of the Company and its subsidiaries;

	·	the 2024 Stock Option Plan is administered by the Board of Directors of the Company;

	·	the exercise price of stock options granted under the 2024 Stock Option Plan, as determined by the Board of Directors in its sole discretion, shall not be less than the closing price prior to the date of grant or, if the shares are no longer listed for trading on the TSX, then such other exchange or quotation system on which the shares are listed or quoted for trading;

	·	the 2024 Stock Option Plan provides that the maximum number of common shares issuable upon the exercise of options and under any other security based compensation arrangement shall not exceed such number which represents 10% of the issued and outstanding common shares of the Company from time to time. As a result, should the Company issue additional shares in the future, the number of shares issuable under the 2024 Stock Option Plan will increase accordingly. The 2024 Stock Option Plan is considered an “evergreen” plan, since the shares covered by options which have been exercised shall be available for subsequent grants under the 2024 Stock Option Plan, and the number of options available to grant increases as the number of issued and outstanding shares of the Company increases;

	·	the expiry date for each Option shall be set by the Board at the time of issue of the Option subject to blackout provision extension and shall not be more than ten years after the grant date;

	·	options granted pursuant to the 2024 Stock Option Plan will be non-assignable and non-transferrable other than by will or the laws governing the devolution of property in the event of death, and then in the manner permitted by the Plan;

	·	upon expiry of an option, or in the event an option is otherwise terminated for any reason, without having been exercised in full, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the 2024 Stock Option Plan;

	·	the maximum number of common shares issuable under the 2024 Stock Option Plan shall not, together with all other security-based compensation arrangements of the Company, exceed 10% of the issued and outstanding common shares as at the date of such grant on a non-diluted basis;

	·	the number of common shares of the Company which are (i) issuable at any time, and (ii) issued within any one year period, to all insiders (as such term is defined in the TSX’s Company Manual) of the Company pursuant to the terms of the 2024 Stock Option Plan and under any other security-based compensation arrangement, shall not exceed 10% of the Company’s total issued and outstanding common shares on a non-diluted basis;

	·	if the option holder ceases to be a director of Company or its subsidiaries or ceases to be employed by the Company or its subsidiaries (other then by reason of death or cause), as the case may be, than the vested option granted shall expire no later than the 90th day following the date that the option holder ceases to be a director or ceases to be employed by the Company or its subsidiaries, subject to the terms and conditions set out in the 2024 Stock Option Plan, and in the event of dismissal of the option holder from employment or service for cause, all options held by the option holder, whether or not vested at the date of dismissal, will immediately terminate without any right of the option holder to exercise any of the options; and in the event of death, the earlier of 365 days after the date of death and the expiry date of the option;

	·	options are to be subject to vesting provisions determined by the Board of Directors, subject to a minimum of one-third of the options vesting on each of the first, second and third anniversaries of the grant date;

	·	shares which are issued upon the exercise of options granted under the 2024 Stock Option Plan are to be paid for in cash or certified cheque by the holder;

	·	if the expiry date of any options falls within a self imposed blackout period, then it shall be extended ten business days following the end of such black out period;

	·	shares which are issued upon the exercise of options granted under the 2024Stock Option Plan are to be paid for in cash or certified cheque by the holder;

	·	the Company does not offer financial assistance in respect of the exercise of options; and

	(a)	amendments to the terms and conditions of the 2024 Stock Option Plan or awards thereunder necessary to ensure that the 2024 Stock Option Plan or awards thereunder complies with the applicable laws, regulations, rules, orders of governmental or regulatory authorities or the requirements of the Exchange in place from time to time;

	(b)	amendments to the provisions of the 2024 Stock Option Plan or awards thereunder respecting administration of the 2024 Stock Option Plan and eligibility for participation under the 2024 Stock Option Plan;

	(c)	amendments to the provisions of the 2024 Stock Option Plan or awards thereunder respecting the terms and conditions on which grants may be made pursuant to the 2024 Stock Option Plan, including the provisions relating to the vesting and Expiry Date;

	(d)	amendments to the 2024 Stock Option Plan or awards thereunder that are of a “housekeeping” nature; and

	(e)	and any other amendments, fundamental or otherwise, not requiring shareholder approval under applicable laws or applicable policies of the Exchange.

	(a)	a reduction in the option price benefiting an Insider of the Company;

	(b)	an extension of the expiry date benefiting an Insider of the Company;

	(c)	any amendment to remove or to increase the Insider participation limits described in section 3.2;

	(d)	an increase to the maximum number of common shares issuable as a fixed percentage of the Company’s outstanding capital represented by such common shares; and

	(e)	amendments to an amending provision within the 2024 Stock Option Plan.

	(a)	The authority of the Company to withhold a portion of the optioned shares to cover the income tax withholding of the option holder, where the holder has not provided the required funds to the Company to remit for the withholding taxes; and

	(b)	A “net exercise option” (as more particularly described below) for the optionees.

	a)	all previously allocated options will continue unaffected, and all previously granted options will not be available for re-allocation if they are cancelled prior to exercise; and

	b)	no further options may be granted under the 2024 Stock Option Plan until shareholder approval is obtained.

	1.	the 2024 Stock Option Plan be approved;

	2.	all unallocated options under the 2024 Stock Option Plan, be and are hereby approved; and

	3.	The Company have the ability to continue granting options under the 2024 Stock Option Plan until May 30, 2027, which is the date that is three (3) years from the date of the shareholder meeting at which shareholder approval is sought; and

	4.	any director or officer of the Company be authorized to execute and deliver all such documents and instruments, and to do such further acts, as may be necessary to give full effect to these resolutions or as may be required to carry out the full intent and meaning thereof.”

(a)	Amendments to the terms and conditions of the 2018 RSU Plan or awards thereunder, necessary to ensure that the 2018 RSU Plan or awards thereunder complies with the applicable laws, regulations, rules, orders of governmental or regulatory authorities or the requirements of the TSX in place from time to time;

(b)	Amendments to the provisions of the 2018 RSU Plan or awards thereunder respecting administration of the 2021 RSU Plan and eligibility for participation under the 2018 RSU Plan;

(c)	Amendments to the provisions of the 2018 RSU Plan or awards thereunder respecting the terms and conditions on which Grants may be made pursuant to the 2018 RSU Plan;

(d)	Amendments to the 2018 RSU Plan or awards thereunder that are of a “housekeeping” nature; and

(e)	Any other amendments, fundamental or otherwise, not requiring shareholder approval under applicable laws or applicable policies of the TSX.

	(a)	any extension of the termination or expiry of a grant benefiting an Insider of the Company;

	(b)	any amendment to remove or to increase the Insider participation limits described in Section 5.1;

	(c)	an increase to the maximum number of RSU Shares issuable as a fixed percentage of the Company’s outstanding capital represented by the common shares; and

	(d)	amendments to an amending provision within the 2018 RSU Plan.

	a)	all previously allocated RSUs will continue unaffected, and all previously granted RSUs will not be available for re-allocation if they are cancelled prior to exercise; and

	b)	no further RSUs may be granted under the 2018 RSU Plan until shareholder approval is obtained.

	1.	all unallocated entitlements issuable under the 2018 RSU Plan in the form of restricted share units (“RSUs”) that are granted after the date hereof until May 30 2027, substantially as incorporated in the form of the 2018 RSU Plan presented to the shareholders of the Company, are hereby approved, and any director or officer of the Company is hereby authorized and directed to settle the terms thereof and to execute and deliver the RSUs for and on behalf of and in the name of the Company, and any other documents in relation thereto as may be approved by such director or officer.

	2.	Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver, under the corporate seal of the Company or otherwise, all such deeds, documents, instruments, and assurances as in his or her opinion may be necessary or desirable to give effect to the foregoing resolutions; and

	4.	The directors be authorized in their sole discretion not to proceed with the 2018 RSU Plan, or to terminate the 2018 RSU Plan, without further approval from the shareholders.”

	(a)	the Company’s chief executive officer (“CEO”);

	(b)	the Company’s chief financial officer (“CFO”);

	(c)	each of the Company’s three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers as at the end of the most recently completed financial year and whose total compensation exceeded $150,000; and

	(d)	any additional individuals for whom disclosure would have been provided under (c) except that the individuals was not serving as an officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year;

	·	David Wolfin, President and CEO

	·	Nathan Harte, CFO

	·	J.C. Rodríguez, COO, Chief Operating Officer

	·	Peter Latta, VP Technical Services

	·	Jennifer Trevitt, Corporate Secretary

	(a)	compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long term shareholder value;

	(b)	align management’s interests with the long-term interests of shareholders;

	(c)	provide a compensation package that is commensurate with other comparable companies to enable the Company to attract and retain talent; and

	(d)	ensure that the total compensation package is designed in a manner that takes into account the Company’s present stage of exploration, evaluation, extraction, and processing activities and its available financial resources. The Company’s compensation packages have been designed to provide a blend of a non-cash stock option component and a reasonable salary. In addition, extraordinary efforts which enhance shareholder value are rewarded with cash bonuses.

Compensation Element	Description	Compensation Objectives
Annual Base Salary	Salary is market-competitive, fixed level of compensation	Retain qualified leaders, motivate strong business performance
Incentive Bonuses	Discretionary cash payment	Reward individual performance in achieving corporate goals
Equity Based Incentive Awards	Equity-based incentive awards are made in the form of incentive stock options and Restricted Share Units. The amount of each grant will be dependent on individual and corporate performance.	Reward long-term financial and operating performance and align interests of key employees with those of shareholders

Total Return To Shareholders
(Includes reinvestment of dividends)

	ANNUAL RETURN PERCENTAGE
	Years Ending

Company / Index	12-31-19	12-31-20	12-31-21	12-31-22	12-31-23
Avino Silver & Gold Mines Ltd.	-10.71	120.00	-32.73	-17.12	-25.00
S&P/TSX Composite Index	22.88	5.60	25.09	-5.84	11.75
NYSE Composite Index	25.51	6.99	20.68	-9.35	13.77

		INDEXED RETURNS
	Base	Years Ending
	Period
Company / Index	12-31-18	12-31-19	12-31-20	12-31-21	12-31-22	12-31-23
Avino Silver & Gold Mines Ltd.	$100	$89.29	$196.43	$132.14	$109.52	$82.14
S&P/TSX Composite Index	$100	$122.88	$129.76	$162.32	$152.83	$170.79
NYSE Composite Index	$100	$125.51	$134.28	$162.04	$146.89	$167.12

Name and principal position	Year	Salary ($)	Share-based awards ($)⁽¹⁾	Option-based awards ($)⁽²⁾	Non-equity incentive plan compensation ($)⁽³⁾	Pension value ($)⁽⁴⁾	All other compensation ($)⁽⁵⁾	Total compensation ($)
David Wolfin^{(6) (9)} President, CEO and Director	2023	285,286	310,476	187,941	Nil	Nil	Nil	783,703
	2022	268,879	288,328	184,248	Nil	Nil	57,617	799,072
	2021	239,292	303,721	66,312	Nil	Nil	Nil	609,325
Nathan Harte⁽⁹⁾ CFO	2023	164,133	216,631	112,765	Nil	Nil	Nil	493,529
	2022	134,940	171,251	110,549	Nil	Nil	57,617	474,357
	2021	121,279	103,187	33,156	Nil	Nil	Nil	257,622
J.C. Rodríguez⁽⁷⁾ COO	2023	267,544	220,627	112,765	Nil	Nil	Nil	600,936
	2022	199,601	194,794	110,549	Nil	Nil	57,617	562,561
	2021	211,679	174,069	44,208	Nil	Nil	Nil	429,956
Peter Latta⁽⁹⁾ VP Technical Services	2023	145,656	90,009	56,382	Nil	Nil	Nil	292,047
	2022	135,316	79,857	55,275	Nil	Nil	38,411	308,859
	2021	122,826	69,147	22,104	Nil	Nil	Nil	214,077
Jennifer Trevitt⁽⁸⁾⁽⁹⁾ Corporate Secretary	2023	132,382	9,649	5,463	Nil	Nil	Nil	147,494

⁽¹⁾	Unallocated entitlements under the 2018 RSU Plan were last approved by shareholders on May 27, 2021, and the maximum number of RSU shares issuable under this Plan shall not, together with all other security-based compensation arrangements of the Corporation exceed 10% of the issued and outstanding Common Shares as at the date of such Grant on a non-diluted basis. For the year ended December 31, 2023, 1,878,320 RSUs were granted under the 2018 RSU Plan to officers, directors, employees and consultants and 1,005,333 were vested and 68,944 were cancelled. The value of the RSUs is based on the closing price of the Common Shares on the vesting date. The RSUs will vest one-third annually over three years, and the amount above reflects the accrual for unvested share-based awards issued in the current and previous years, as at December 31, 2023. The closing market price on March 25, 2023 was C$1.09 per common share, and the closing market price on August 4, 2023 was C$0.93 per common share, representing the two vesting dates in 2023.
⁽²⁾	The methodology used to calculate the grant-date fair value is based on the Black-Scholes Option Pricing Model. During the year ended December 31, 2022, 2,545,000 option-based awards were granted to officers, directors, employees, and consultants. The fair value was estimated using the following weighted-average assumptions: risk-free interest rate of 3.10%, expected dividend yield of 0%, expected option life of 5 years, expected forfeiture rate of 16.82% and expected share price volatility of 61.10%.
⁽³⁾	The Company does not have a non-equity incentive plan.
⁽⁴⁾	The Company does not have any pension plans.
⁽⁵⁾	Discretionary cash payment of incentive bonuses.
⁽⁶⁾	Mr. David Wolfin was appointed CEO on June 24, 2010. Mr. Wolfin’s salary was paid to Intermark Capital Corp., a private BC corporation controlled by Mr. Wolfin.
⁽⁷⁾	Mr. Rodríguez receives his salary in Mexican Pesos (“MXP”). For 2023, Mr. Rodriguez’ salary of MXP 4,743,681, was converted into US dollars by applying an exchange rate of 1MXP = US$0.0564.
⁽⁸⁾	Ms. Trevitt reached the threshold of NEO in 2023.
⁽⁹⁾	All compensation to Mr. David Wolfin, Mr. Nathan Harte, Mr. Peter Latta and Ms. Jennifer Trevitt is paid in Canadian dollars and are converted into US dollars by applying an exchange rate of US$1.00 = C$1.3495 for 2023, US$1.00 = C$1.3017 for 2022 and US$1.00 = C$1.2537 for 2021 based on the average exchange rate for the year quoted by the Bank of Canada.

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price (C$)⁽³⁾	Option expiration date	Value of unexercised in-the-money options ($)⁽¹⁾⁽⁴⁾	Share grant date	Number of shares or units of shares that have not vested (#)⁽²⁾	Market or payout value of share-based awards that have not vested ($)⁽²⁾⁽⁴⁾	Market or payout value of vested share-based awards not paid out or distributed ($)^{(2) (4)}
David Wolfin CEO, President and Director	500,000	1.12	Mar 29, 2028	Nil	Mar 29, 2023	420,000	348,574	Nil
	500,000	1.20	Mar 25, 2027	Nil	Mar 25, 2022	280,000	248,981	Nil
	300,000	1.64	Aug 4, 2025	Nil
Nathan Harte CFO	300,000	1.12	Mar 29, 2028	Nil	Mar 29, 2023	300,000	248,981	Nil
	300,000	1.20	Mar 25, 2027	Nil	Mar 25, 2022	200,000	176,362	Nil
	150,000	1.64	Aug 4, 2025	Nil
	48,000	0.79	Aug 21, 2024	Nil
J.C. Rodríguez COO	300,000	1.12	Mar 29, 2028	Nil	Mar 29, 2023	300,000	248,981	Nil
	300,000	1.20	Mar 25, 2027	Nil	Mar 25, 2022	200,000	176,362	Nil
	200,000	1.64	Aug 4, 2025	Nil
Peter Latta VP-Technical Services	150,000	1.12	Mar 29, 2028	Nil	Mar 29, 2023	120,000	99,542	Nil
	150,000	1.20	Mar 25, 2027	Nil	Mar 25, 2022	80,000	70,545	Nil
	100,000	1.64	Aug 4, 2025	Nil
Jennifer Trevitt Corporate Secretary	100,000	1.12	Mar 29, 2028	Nil	Mar 29, 2023	60,000	49,796	Nil
Jennifer Trevitt Corporate Secretary	100,000	1.20	Mar 25, 2027	Nil	Mar 25, 2022	30,000	26,454	Nil

⁽¹⁾	In-the-Money Options are the difference between the market value of the underlying securities at December 31, 2023 and the exercise price of the option. The closing Toronto Stock Exchange share price for the Company's common shares as at December 31, 2023 was C$0.69 per common share.
⁽²⁾	Unallocated entitlements under the 2018 RSU Plan were last approved by shareholders on May 27, 2021, and the maximum number of RSU shares issuable under this Plan shall not, together with all other security-based compensation arrangements of the Corporation exceed 10% of the issued and outstanding Common Shares as at the date of such Grant on a non-diluted basis. For the year ended December 31, 2023, 1,878,320 RSUs were granted under the 2018 RSU Plan to officers, directors, employees and consultants and 1,005,333 were vested and 68,944 were cancelled. The value of the RSUs is based on the closing price of the Common Shares on the vesting date. The RSUs will vest one-third annually over three years, and the amount above reflects the accrual for unvested share-based awards issued in the current and previous years, as at December 31, 2023. The closing market price on the issuance dates of March 25, 2022 was C$1.19 per common share, and the closing market price on March 29, 2023 was C$1.12 per common share, representing the two RSU grant dates.
⁽³⁾	The option exercise price is quoted in Canadian dollars as they relate specifically to the Canadian dollar share price as quoted on the Toronto Stock Exchange.
⁽⁴⁾	The Awards are calculated in Canadian dollars and are converted into US dollars by applying an exchange rate of US$1.00 = C$1.3495, which represents the average exchange rate for the year 2023 quoted by the Bank of Canada.

Name	Option-based awards – Value vested during the year ($)⁽¹⁾⁽³⁾	Share-based awards – Value vested during the year ($)⁽²⁾⁽³⁾	Non-equity incentive plan compensation – Value earned during the year ($)⁽³⁾
David Wolfin President, CEO and Director	Nil	181,993	Nil
Nathan Harte CFO	Nil	115,228	Nil
J.C. Rodríguez COO	Nil	126,714	Nil
Peter Latta VP-Technical Services	Nil	55,739	Nil
Jennifer Trevitt Corporate Secretary	Nil	12,116	Nil

⁽¹⁾	The aggregate dollar value that would have been realized if the options granted during the year had been exercised on the vesting date.
⁽²⁾	The closing market price on March 25, 2023 was C$1.09 per common share, and the closing market price on August 4, 2023 was C$0.93 per common share, representing the two vesting dates in 2023.
⁽³⁾	The Awards are calculated in Canadian dollars and are converted into US dollars by applying an exchange rate of US$1.00 = C$1.3495 which represents the average exchange rate for the year 2023 as quoted by the Bank of Canada.