Avino Silver & Gold Mines Ltd 6-K, filed May 12, 2026

Avino Silver & Gold Mines Ltd (ASM)

6-K 2026-05-12 For: 2026-05-11

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Added on May 12, 2026

About this 6-K

Avino Silver & Gold Mines Ltd filed this 6-K on May 12, 2026.

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

	Avino Silver & Gold Mines, Ltd.

Date: May 11, 2026	By:	/s/ Jennifer Trevitt
		Jennifer Trevitt
		Corporate Secretary

		Page

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS		7

INFORMATION CIRCULAR		8

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES		8

PERSONS OR COMPANIES MAKING THE SOLICITATION		9

VOTING OF PROXIES		9

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF		10

REGISTERED SHAREHOLDERS		11

BENEFICIAL SHAREHOLDERS		11

PARTICULARS OF MATTERS TO BE ACTED UPON		13
Financial Statements		13
Appointment of Auditors		13
Number and Election of Directors		14

STATEMENT OF EXECUTIVE COMPENSATION		17
Compensation Discussion and Analysis		17
Summary Compensation Table		23
Equity-Based Incentive Plan Awards		24
Pension Plan Benefits		25
Termination and Change Of Control Benefits		26
Director Compensation		30

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		32
Equity Compensation Plans Information		32
2024 Stock Option Plan		33
2018 Restricted Share Unit Plan		36

MANAGEMENT CONTRACTS		38

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS		38

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS		38

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON		39

STATEMENT OF CORPORATE GOVERNANCE PRACTICES		39
Board of Directors		39
Name
Meetings of Independent Directors		40
Other Directorships		40
Board and Committee Meetings		41
Orientation and Continuing Education		42
Ethical Business Conduct		43
Insider Trading Policy		43
Disclosure and Confidentiality Policy		43
Whistleblower Policy		43
Term Limits		44
Corporate and Board Diversity		44
Nomination of Directors		44
Committees of the Board		44
Governance & Nominating Committee		47
Compensation Committee		47
Other Board Committees		48
Assessments		48

OTHER MATTERS		49

ADDITIONAL INFORMATION		49

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION		49

BOARD APPROVAL		50

SCHEDULE “A” – BOARD OF DIRECTORS’ MANDATE		A-1

	1.	to receive the financial statements of the Company for its financial year ended December 31, 2025 and the report of the Auditor thereon;

	2.	to appoint the Auditor of the Company for the ensuing year and to authorize the board of directors to fix their remuneration;

	3.	to set the number of directors of the Company at (5) for the ensuing year;

	4.	to elect directors of the Company for the ensuing year; and

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

/s/ “David Wolfin”
DAVID WOLFIN,
President and Chief Executive Officer

/s/ “David Wolfin”
David Wolfin
President & Chief Executive Officer

	(a)	log onto the internet website of Computershare Investor Services Inc. 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 (the “Proxy”) and return it to the Company’s transfer agent, Computershare Investor Services Inc., 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 Common Shares beneficially owned by the Beneficial Shareholder but which is otherwise not completed. Accordingly, because the Intermediary has already signed the form of Proxy, this form of Proxy is not required to be signed by the Beneficial Shareholder when submitting the Proxy. In this case, the Beneficial Shareholder 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 Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “VIF” or “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 Shareholder 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.

⁽¹⁾	The number of Common Shares beneficially owned, or controlled or directed, directly or indirectly by the above nominees for directors, is not within the knowledge of the Company and is based on the information obtained from The System for Electronic Disclosure by Insiders (also known as “SEDI”).
⁽²⁾	The information is not within the knowledge of the Company and has been furnished by the respective nominees.
⁽³⁾	Member of the Audit Committee.
⁽⁴⁾	Member of the Compensation Committee.
⁽⁵⁾	Member of the Governance & Nominating Committee
⁽⁶⁾	1,156,748 Common Shares are held directly by Mr. Ronald Andrews, and 30,000 Common Shares are held by West Wind Property Inc., a private company controlled or directed by Mr. Andrews.
⁽⁷⁾	27,510 Common Shares are held directly by Mr. David Wolfin, and an aggregate of 5,169,678 Common Shares are held indirectly by Intermark Capital Corporation, Frobisher Securities Limited and Peacock Investments Ltd., each of which is a private company controlled or directed by Mr. Wolfin.
⁽⁸⁾	24,320 Common Shares are held directly by Carolina Ordoñez, and 325,617 Common Shares are held by Sinclair Pacific Investment Inc., a private company controlled or directed by Carolina Ordoñez.
⁽⁹⁾	Ms. Broughton was appointed to the Board effective February 4, 2026.

	(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.

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

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

	(c)	each of the Company’s three (3) most highly compensated executive officers, including any of its subsidiaries, or the three (3) most highly compensated individuals acting in a similar capacity, 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 C$150,000 for the 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 or its subsidiaries, nor acting in a similar capacity, at the end of that 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

	ANNUAL RETURN PERCENTAGE Years Ending
Company / Index	12-31-21		12-31-22		12-31-23		12-31-24		12-31-25
Avino Silver & Gold Mines Ltd.		-32.73		-17.12		-25.00		83.33		575.10
S&P/TSX Composite Index		25.09		-5.84		11.75		21.65		31.68
NYSE Composite Index		20.68		-9.35		13.77		15.79		17.70

	Base Period		INDEXEDRETURNS Years Ending
Company / Index	12-31-20		12-31-21		12-31-22		12-31-23		12-31-24		12-31-25
Avino Silver & Gold Mines Ltd.	$	100	$	67.27	$	55.76	$	41.82	$	76.67	$	517.58
S&P/TSX Composite Index	$	100	$	125.09	$	117.78	$	131.62	$	160.12	$	210.84
NYSE Composite Index	$	100	$	120.68	$	109.39	$	124.46	$	144.12	$	169.62

Name	Target (%)	Individual Score (%)	Corporate Score (%)	Weighted Score (%)⁽¹⁾	Non-Equity Incentive Awarded (C$)⁽²⁾
David Wolfin President, CEO and Director	100% of base salary	150%	130%	134%	$536,000
Nathan Harte CFO	80% of base salary	150%	130%	140%	$272,000
J.C. Rodríguez COO	80% of base salary	140%	130%	133%	$372,400
Peter Latta VP-Technical Services	50% of base salary	125%	130%	128%	$124,313
Jennifer Trevitt Corporate Secretary	40% of base salary	125%	130%	128%	$95,115

⁽¹⁾	The weighting for Mr. Wolfin is 80% corporate score and 20% individual score, for Mr. Harte and Mr. Rodríguez is 70% corporate score and 30% individual score, and for Mr. Latta and Ms. Trevitt is 50% corporate score and 50% individual score.
⁽²⁾	The amounts payable in cash to the NEOs were accrued as of December 31, 2025.

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⁾⁽⁷⁾ President, CEO and Director	2025	286,144	428,369	332,267	Nil	Nil	383,432	1,430,212
	2024	281,018	327,672	144,540	Nil	Nil	120,624	873,854
	2023	285,286	310,476	187,941	Nil	Nil	Nil	783,703
Nathan Harte⁽⁷⁾ CFO	2025	183,102	305,978	199,360	Nil	Nil	194,578	883,018
	2024	169,330	234,052	86,724	Nil	Nil	73,423	563,529
	2023	164,133	216,631	112,765	Nil	Nil	Nil	493,529
J.C. Rodríguez ⁽⁸⁾ COO	2025	265,227	305,978	199,360	Nil	Nil	266,400	1,036,965
	2024	303,101	234,052	86,724	Nil	Nil	75,000	698,877
	2023	267,544	220,687	112,765	Nil	Nil	Nil	600,996
Peter Latta⁽⁷⁾ VP Technical Services	2025	144,924	122,391	99,680	Nil	Nil	88,928	455,923
	2024	143,777	93,620	43,362	Nil	Nil	41,956	322,715
	2023	145,656	90,009	56,382	Nil	Nil	Nil	292,047
Jennifer Trevitt⁽⁷⁾ Corporate Secretary	2025	138,726	101,678	98,918	Nil	Nil	68,041	407,363
	2024	133,391	13,130	3,788	Nil	Nil	36,712	187,021
	2023	132,382	9,649	5,463	Nil	Nil	Nil	147,494

⁽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, 2025, 2,547,000 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 2.80%, expected dividend yield of 0%, expected option life of 5 years, expected forfeiture rate of 13% and expected share price volatility of 60.28%.
⁽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. Amounts are accrued at the end of the year in which they are earned, and paid subsequent to the end of the year in the first fiscal quarter.
⁽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⁾	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$1.3979 for 2025, US$1.00 = C$1.3700 for 2024 and US$1.00 = C$1.3495 for 2023 based on the average exchange rate for the year quoted by the Bank of Canada.
⁽⁸⁾	Mr. José Carlos Rodríguez Moreno receives his salary in Mexican Pesos (“MXP”). For 2025, Mr. Rodríguez’ salary of MXP 5,090,729, was converted into US dollars by applying an exchange rate of 1MXP = US$0.0521.

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options(#)	Option exercise price (C$)⁽¹⁾	Option expiration date	Value of unexercised in-the-money options ($)⁽²⁾⁽³⁾	Share grant date	Number of shares or units of shares that have not vested (#)⁽⁴⁾	Market or payout value of share-based awards that have not vested ($)⁽³⁾⁽⁴⁾	Market or payout value of vested share-based awards not paid out or distributed ($)⁽³⁾⁽⁴⁾
David Wolfin CEO, President and Director	500,000	$1.12	Mar 29, 2028	2,653,981	Mar 29, 2023	140,000	112,168	Nil
	500,000	$0.78	Mar 25, 2029	2,775,592	Apr 1, 2024	280,000	204,306	Nil
	500,000	$2.11	Apr 09, 2030	2,299,878	Apr 11, 2025	336,000	507,161	Nil
Nathan Harte CFO	300,000	$1.12	Mar 29, 2028	1,592,389	Mar 29, 2023	100,000	80,120	Nil
	300,000	$0.78	Mar 25, 2029	1,665,355	Apr 1, 2024	200,000	145,933	Nil
	300,000	$2.11	Apr 09, 2030	1,379,927	Apr 11, 2025	336,000	362,258	Nil
J.C. Rodríguez COO	300,000	$1.12	Mar 29, 2028	1,592,389	Mar 29, 2023	100,000	80,120	Nil
	300,000	$0.78	Mar 25, 2029	1,665,355	Apr 1, 2024	200,000	145,933	Nil
	300,000	$2.11	Apr 09, 2030	1,379,927	Apr 11, 2025	336,000	362,258	Nil
Peter Latta VP-Technical Services	150,000	$1.12	Mar 29, 2028	796,194	Mar 29, 2023	40,000	32,048	Nil
	150,000	$0.78	Mar 25, 2029	832,678	Apr 1, 2024	80,000	58,373	Nil
	150,000	$2.11	Apr 09, 2030	689,964	Apr 11, 2025	96,000	144,903	Nil
Jennifer Trevitt Corporate Secretary	112,500	$2.11	Apr 09, 2030	517,473	Mar 29, 2023	20,000	16,024	Nil
	-	-	-	-	Apr 1, 2024	50,000	36,483	Nil
	-	-	-	-	Apr 11, 2025	96,000	144,903	Nil

⁽²⁾	Value of unexercised in-the-money options is based on the difference between the closing price of the underlying Common Shares on the TSX as at December 31, 2025 and the exercise price of the option. The closing price for the Common Shares on the TSX as at December 31, 2025 was C$8.54 per Common Share.
⁽³⁾	The Awards are calculated in Canadian dollars and are converted into US dollars by applying an exchange rate of US$1.00 = C$1.3979, which represents the average exchange rate for the year 2025 quoted by the Bank of Canada.
⁽⁴⁾	Unallocated entitlements under the 2018 RSU Plan were last approved by the Shareholders on May 30, 2024, and the maximum number of RSU Shares issuable under this 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. For the year ended December 31, 2025, 1,547,715 RSUs were granted under the 2018 RSU Plan to officers, directors, employees and consultants and 1,751,868 were vested. 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, 2025. The closing market prices on the issuance dates of March 29, 2023, April 1, 2024 and April 11, 2025 were C$1.12, C$1.02 and C$2.11, respectively, per Common Share, representing the three RSU grant dates.

Name	Option-based awards – Value vested during the year ($)⁽¹⁾⁽²⁾	Share-based awards – Value vested during the year ($)⁽²⁾⁽³⁾	Non-equity incentive plan compensation – Value earned during the year ($)⁽²⁾
David Wolfin President, CEO and Director	900,458	781,172	Nil
Nathan Harte CFO	540,275	557,980	Nil
J.C. Rodríguez COO	540,275	557,980	Nil
Peter Latta VP-Technical Services	270,137	223,192	Nil
Jennifer Trevitt Corporate Secretary	253,595	111,203	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 Awards are calculated in Canadian dollars and are converted into US dollars by applying an exchange rate of US$1.00 = C$1.3979 which represents the average exchange rate for the year 2025 as quoted by the Bank of Canada.
⁽³⁾	The closing market price on March 25, 2025, March 29, 2025 and April 1, 2025, was C$2.63 per Common Share, C$2.65 per Common Share, and C$2.52 per Common Share, respectively, representing the three vesting dates in 2025.

	(a)	by Intermark electing to give the Company not less than three (3) months prior notice of such termination;

	(b)	by the Company electing to give Intermark three (3) months prior notice of such termination along with a termination payment equal to the annual consulting fees; and

	(c)	by Intermark electing to give the Company notice, in the event that there occurs a “Change of Control” (as defined below) within six (6) months of the effective date of such Change of Control, and if Intermark so elects to terminate the Intermark Consulting Agreement, then Intermark will be immediately entitled to a termination payment equal to C$2 million.

	(a)	by Mr. Rodríguez electing to give Oniva Mexico not less than three (3) months prior notice of such termination;

	(b)	by Oniva Mexico electing to give Mr. Rodríguez three (3) months prior notice of such termination along with a termination payment equal to the sum of the “Rodríguez’s Fee” (as such term is defined in the Rodríguez Employment Agreement) earned pursuant to Section 10 during the preceding twelve (12) months prior to the month notice of termination was given plus any unpaid vacation and other amounts due to him up to the termination; and

	(c)	(i) by Mr. Rodríguez electing to give Oniva Mexico notice, in the event that there occurs a Change of Control (as defined below) within 6 months of the effective date of such Change of Control, or (ii) by Oniva Mexico upon notice to Mr. Rodríguez within three (3) months prior to or within six (6) months after a Change of Control is announced by Oniva Mexico, or the Company, then Mr. Rodríguez will be entitled to a termination payment equal to three (3) times the sum of Rodríguez’s Fee earned pursuant to Section 10 of the Rodríguez Employment Agreement during the preceding twelve (12) months prior to the month notice of termination was given, plus any accrued vacation and other amounts due to him up to the termination.

	(a)	any person, entity or group becomes the beneficial owner of 20% or more of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors, and such person, entity or group uses such effective voting control to change a majority of the Board of Directors of the Company, either all at once or through any series of elections and appointments when considered together; or

	(b)	completion of the sale or other disposition by the Company of all or substantially all of the Company’s assets or a reorganization or merger or consolidation of the Company with any other entity or corporation, other than:

	(i)	a reorganization or merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50.1% of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such reorganization or merger or consolidation; or

	(ii)	a reorganization or merger or consolidation effected to implement a recapitalization or reincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor.

	(a)	any change of the holding of voting securities of the Company whereby as a result of such change a person (not affiliated with the Company) or a group of persons (none of which is affiliated with the Company) acting in concert, hold or control, directly or indirectly, by or for the benefit of such person or persons, voting securities of the Company carrying more than 50% of the votes for the election of directors, whether such change in the holding or control of such securities occurs by way of reorganization, recapitalization, consolidation, amalgamation, arrangement, merger, transfer, acquisition or otherwise;

	(b)	the acquisition by a person (not affiliated with the Company) or a group of persons (none of which is affiliated with the Company) acting in concert, pursuant to a take-over bid, as defined in the applicable securities legislation or securities regulatory instruments, of voting securities of the Company that, together with the voting securities of the Company already held by such person or group, constitute 20% or more of the outstanding voting securities of the Company, if within six (6) months following take-up under such take-over bid, the Board of Directors of the Company is reconstituted so that the majority of the Board comprises persons who, prior to such take-over bid, were not directors of the Company, in which case the Change of Control is deemed to occur as of the effective date of such reconstitution;

	(c)	the sale or other disposition, whether by way of purchase, joint venture, exchange or otherwise, to any person (not affiliated with the Company) or a group of persons (none of which is affiliated with the Company) acting in concert, of assets of the Company, or interests therein, having a value greater than 50% of the fair market value of the assets of the Company and any subsidiaries on a consolidated basis determined as at the date of the entering into of the transaction, if within six (6) months following completion of such disposition, the Board is reconstituted so that the majority of the Board comprises persons who, prior to such disposition, were not directors of the Company, in which case the Change of Control is deemed to occur as of the effective date of such reconstitution; or

	(d)	a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company or any of its affiliates and another corporation or other entity as a result of which the holders of voting securities of the Company prior to the completion of the transaction hold less than 50% of the outstanding voting securities of the successor corporation after completion of the transaction.

	For the purposes of the foregoing definition:

	(i)	the number of voting securities of the Company held by a person or group of persons will include voting securities of the Company beneficially owned by them as determined in accordance with section 1.8 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids or any successor provision;

	(ii)	a person is affiliated with the Company if one of them is controlled by the other or each of them is controlled by the same person; and

	(iii)	an issuer is controlled by a person if voting securities of the issuer are held, other than by way of security only, by or for the benefit of the person and those voting rights entitle the holder to elect a majority of the directors of the issuer.

	(a)	a material diminution of the NEO’s title, authority, status, duties or responsibilities;

	(b)	any reduction of the base salary of the NEO;

	(c)	a material breach by the Company of the CoC Agreement; or

	(d)	a relocation of the principal place of work of the NEO by more than 50 kilometres.

Named Executive Officer	Change of Control ($)⁽¹⁾	Termination Without Material Breach or Cause ($)⁽²⁾	Value of Unvested Options and RSUs that Vest on Change of Control ($)⁽³⁾
David Wolfin⁽⁴⁾ President and CEO	1,430,718	286,144	5,768,467
J.C. Rodríguez⁽⁵⁾ COO	795,681	265,227	3,988,912
Nathan Harte⁽⁴⁾ CFO	366,204	Nil	3,988,912
Peter Latta⁽⁴⁾ VP-Technical Services	289,848	Nil	1,664,561
Jennifer Trevitt⁽⁴⁾ Corporate Secretary	138,726	Nil	1,359,103

⁽¹⁾	“Change of Control” for each NEO is as defined in their respective agreements discussed above. The estimate provided does not include accrued bonuses, if any, accrued vacation, if any, and other amounts due to the NEO up to the termination. The estimate assumes that all such bonuses, accrued vacation and other amounts due have been timely paid or used, as applicable.
⁽²⁾	The Company is not required to disclose notice of termination without cause, or compensation in lieu thereof, which are implied as a term of employment at common law. Amounts disclosed are lump sum payments expressly agreed to by the Company and Intermark, and Oniva Mexico and Rodríguez, upon termination of the Intermark Consulting Agreement and the Rodríguez Employment Agreement, respectively, without any material breach, cause or justification.
⁽³⁾	The estimates assume vesting of Options and RSUs upon change of control.
⁽⁴⁾	All compensation to Mr. Wolfin, Mr. Harte, Mr. Latta and Ms. Trevitt is paid in Canadian dollars and are converted into US dollars by applying an exchange rate of US$1.00 = C$1.3979 for 2025, based on the average exchange rate for the year quoted by the Bank of Canada.
⁽⁵⁾	All compensation to Mr. Rodríguez is paid in MXP and was converted into US dollars by applying an exchange rate of 1MXP = US$0.0521.

Name	Fees earned⁽¹⁾ ($)	Share-based awards(1)(2) ($)	Option-based awards(1)(3) ($)	Non-equity incentive plan compensation ⁽¹⁾⁽⁴⁾ ($)	Pension value⁽⁵⁾ ($)	All other compensation ($)	Total⁽¹⁾ ($)
Ronald Andrews*	66,940	76,495	99,680	Nil	Nil	Nil	243,015
Peter Bojtos*⁽⁶⁾	57,693	91,471	99,680	Nil	Nil	Nil	248,844
Carolina Ordoñez*	42,778	72,870	99,680	Nil	Nil	Nil	215,329
Michael *Clark⁽⁷⁾**	27,679	82,015	185,688	Nil	Nil	Nil	295,382