First Mining Gold Corp 6-K, filed May 2, 2025

First Mining Gold Corp. (FFMGF)

6-K 2025-05-02 For: 2025-05-02

View Original

Added on April 07, 2026

About this 6-K

First Mining Gold Corp filed this 6-K on May 2, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	FIRST MINING GOLD CORP.

Date: May 2, 2025	By:	/s/ Richard Huang
	Name:	Richard Huang
	Title:	Vice President, Corporate Development & Corporate Secretary

Exhibit No.		Description
99.1		Notice of Annual General Meeting
99.2		Management Information Circular
99.3		Form of Proxy
99.4		Notice-and-Access Notification to Shareholders

	·	Receive our audited consolidated financial statements for the financial year ended December 31, 2024 and the auditor’s report thereon;

	·	Fix the number of directors to be elected at the Meeting at five;

	·	Elect five directors to our board of directors to hold office until the next annual general meeting of shareholders;

	·	Re-appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as our independent auditor for the ensuing year and authorize our directors to set the auditor’s pay;

	·	Approve the unallocated entitlements under our amended and restated share-based compensation plan, as more particularly described in the accompanying information circular (the “Circular”); and

	·	Transact such other business that is properly brought before the Meeting or any adjournment or adjournments thereof.

Notice of 2025 Annual General Meeting of Shareholders		iv
2025 Management Information Circular		1
Notice & Access Process		1
About the Meeting		2
Voting		4
Particulars of the Matters to be Acted Upon		9
Corporate Governance		31
Statement of Executive Compensation		39
Equity Compensation Plan Information		58
Indebtedness of Directors and Executive Officers		59
Management Contracts		59
Additional Information		60
Board Approval		60
Appendix A		A-1
Appendix B		B-1

	·	Receive our audited consolidated financial statements for the financial year ended December 31, 2024 and the auditor’s report thereon;

	·	Fix the number of directors to be elected at the Meeting at five;

	·	Elect five directors to our board of directors to hold office until the next annual general meeting of shareholders;

	·	Re-appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as our independent auditor for the ensuing year and authorize our directors to set the auditor’s pay;

	·	Approve the unallocated entitlements under our amended and restated share-based compensation plan, as more particularly described in the accompanying information circular(the “Circular”); and

	·	Transact such other business that is properly brought before the Meeting or any adjournment or adjournments thereof.

2025 Management Information Circular		Throughout this document, the terms we, us, our, the Company and First Mining mean First Mining Gold Corp. and its subsidiaries, in the context.
You have received this management information circular (the "Circular”) because our records indicate you held common shares (“Common Shares”) of First Mining as of the close of business on April 23, 2025 (the "Record Date”) and we are sending this Circular to you in connection with the 2025 annual general meeting of our shareholders to be held on Wednesday, June 11, 2025 (the "Meeting”).

Our board of directors (the "Board”) currently consists of five directors and we propose to fix the number of directors at five for the ensuing year.		Our transfer agent and registrar is Computershare Investor Services Inc. (“Computershare”). They will act as scrutineer of the Meeting and will be responsible for counting the votes on our behalf.

3. *Elect five directors to our Board to hold office for the ensuing year (see page 9).*

We have nominated the following individuals for election as directors for the ensuing year:

	·	Keith Neumeyer
	·	Raymond Polman
	·	Daniel W. Wilton
	·	Richard Lock
	·	Leanne Hall

	·	the TSX under the symbol “FF”;
	·	the US OTC-QX market under the symbol “FFMGF”; and
	·	the Frankfurt Stock Exchange under the symbol “FMG”.

	·	each person who has been a director or executive officer of the Company at any time since January 1, 2024;

	·	the nominees for director; or

	·	any associate or affiliate of any of the above.

	·	FOR fixing the number of directors at five;
	·	FOR electing the five nominated directors listed on the proxy form and in this Circular;
	·	FOR re-appointing PwC as the independent auditor and FOR authorizing the Board to set the auditor’s pay; and
	·	FOR approving the unallocated entitlements under our amended and restated share-based compensation plan.

	·	in the name of an intermediary (“Intermediary”) that the non-registered shareholder deals with in respect of the non-registered shareholder’s Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or

	·	in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant.

	·	be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the non-registered shareholder and returned to the Intermediary or its service company, will constitute your voting instructions (often called a “voting instruction form” or a “VIF”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one or two-page pre-printed form; or

	·	be given a proxy form 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 non-registered shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered shareholder when submitting the proxy.

	·	their province or state and country of residence;

	·	their position with the Company;

	·	the period or periods during which each has served as a director of the Company;

	·	their membership on committees of the Board;

	·	their principal occupation, business or employment; and

	·	the current equity ownership consisting of securities of the Company beneficially owned, or controlled or directed, directly or indirectly, by each director and by each director’s associates or affiliates (certain of the aforementioned information has been provided to us by the nominees themselves).

Director	Board committees	Principal occupation or employment for past five years
Keith Neumeyer Zug, Switzerland Chairman since March 30, 2015	Audit Committee Compensation Committee (chair) Corporate Governance & Nominating Committee	Director and Chairman of First Mining since March 2015 (founder of the Company) November 2001 to present – Founder, President and Chief Executive Officer of First Majestic Silver Corp. (mining company) December 1998 to present – Director of First Majestic Silver Corp. (mining company)
Ownership of Securities:	34,905,313 shares	5,437,500 options
	1,369,500 DSUs	6,875,000 warrants

	·	on the internet;
	·	by telephone;
	·	by fax; or
	·	by mail.

	·	is, as of the date of this Circular, or has been within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including ours) that: (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “order”) that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

	·	is, as of the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including ours) that, while that person was acting in that capacity, or 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; or

	·	has within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

	·	has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority;

	·	has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director; or

	·	has entered into a settlement agreement with any securities regulatory authority.

Experience	Keith Neumeyer	Daniel Wilton	Raymond Polman	Richard Lock	Leanne Hall
Accounting & Financial Literacy⁽¹⁾	X	X	X	X
Capital Markets, Strategic Planning, Corporate Finance & M&A⁽²⁾	X	X	X	X
Executive Management / Senior Officer Experience⁽³⁾	X	X	X	X	X
Human Resources & Compensation⁽⁴⁾	X	X		X	X
International Business⁽⁵⁾	X	X	X	X	X
Mining & Mineral Exploration⁽⁶⁾	X	X		X
Mine Construction, Commissioning and Operations⁽⁷⁾	X			X
Health & Safety⁽⁸⁾				X
Risk Management⁽⁹⁾	X	X	X	X
Government Relations⁽¹⁰⁾	X	X		X	X
Indigenous Relations⁽¹¹⁾		X			X
Environmental, Social, and Governance⁽¹²⁾	X	X	X	X	X
Information Technology & Cybersecurity⁽¹³⁾		X	X		X
Innovation⁽¹⁴⁾			X		X

(1)	Accounting & Financial Literacy: Ability to understand: (i) financial statements and reporting (including familiarity with IFRS); (ii) financial controls and measures; and (iii) financial planning
(2)	Capital Markets, Strategic Planning, Corporate Finance, and M&A: Experience analyzing, evaluating and implementing corporate development opportunities, including mergers, acquisitions, joint ventures and other partnerships; experience in corporate finance with knowledge of debt and equity markets.
(3)	Executive Management and Senior Officer Experience: Experience leading a public or large private company, or a significant functional area or division within a large organization, with responsibility for strategic decision-making and operational execution.
(4)	Human Resources and Compensation: Ability to oversee executive compensation, talent management and retention, succession planning, and corporate culture, ensuring alignment with stakeholder expectations and governance best practices.
(5)	International Business: Experience navigating through multiple jurisdictions, regulatory difference in different country, economic factors, political stability, logistics and foreign direct investment.
(6)	Mining Industry & Mineral Exploration: Experience in the mining industry including commercial aspects of the business, mining markets, permitting, strategic planning, mineral analysis and exploration.
(7)	Mine Construction, Commissioning and Operations: Technical experience with mine engineering, construction, commissioning and operations, regulatory compliance, risk management operational excellence.
(8)	Health & Safety: Experience in health and safety within mining operations, exploration and/or development in oversight roles at the board level, with knowledge of industry best practices and regulatory requirements.
(9)	Risk Management: Knowledge and experience identifying, assessing, and mitigating corporate and operational risks, including financial, regulatory, geopolitical and other risk specific to the mining industry.
(10)	Government Relations: Understanding of: (i) legislative and decision-making process of governments; and (ii) experience engaging with government entities, including policy advocacy and industry lobbying efforts.
(11)	Indigenous Relations: Experience in building and managing relationships with Indigenous communities, including engagement, consultation, and collaboration.
(12)	Environmental, Social and Governance: Experience evaluating and managing environmental risks including environmental risk mitigation, sustainability initiatives, stakeholder management. Experience in regulatory compliance within the mining industry, including, corporate compliance, and governance obligations for public companies.
(13)	Information Technology and Cybersecurity: Ability to understand how technology aligns with business goals, supports growth and overall governance including knowledge on cybersecurity identification, assessment and mitigation of threats vulnerabilities. Experience with data protection and privacy, technology trends and incident response and recovery.
(14)	Innovation: Knowledge on emerging technology, industry trends, strategic vision and creativity to inform strategic decisions. Experience with change management, integration and scalability with external entities.

	·	Maximum Number of Shares Issuable – The maximum number of Common Shares issuable under the Plan, together with the number of Common Shares issuable under any other security-based compensation arrangements of the Company, shall not in the aggregate exceed 10% of the issued and outstanding Common Shares of the Company.

	·	Types of Awards – Pursuant to the Plan, the Company may issue Bonus Shares, Options, Restricted Share Units, Performance Share Units and Deferred Share Units.

	·	Plan Limits – When combined with all of the Company’s other security-based compensation arrangements, the Plan shall not result in:

	·	the number of Common Shares issuable to any one person at any time exceeding 5% of the issued and outstanding Common Shares;

	·	the number of Common Shares issued to Insiders within a one-year period exceeding 10% of the issued and outstanding Common Shares; or

	·	the number of Common Shares issuable to Insiders at any time exceeding 10% of the issued and outstanding Common Shares.

	·	In addition, the Plan shall not result in the number of Common Shares issuable to any one non-executive director within a one-year period exceeding an Award value of $150,000 per such non-executive director, of which no more than $100,000 may comprise Options based on a valuation method acceptable to the Board.

	·	Bonus Shares may be granted to Participants as a discretionary bonus at such time or times as will be determined by the Board by resolution, pursuant to recommendations of the Board from time to time. All Bonus Shares shall be issued at the Market Price in effect on the date of grant.

	·	Stock Option Terms and Exercise Price – The number of Common Shares subject to each Option grant, the exercise price, vesting, expiry date and other terms and conditions thereof will be determined by the Board. The exercise price of each Option shall in no event be lower than the Market Price of the Common Shares on the grant date.

	·	Term – Unless otherwise specified at the time of grant, Options shall expire 10 years from the date of grant, unless terminated earlier in accordance with the Plan. Options that otherwise expire during a trading blackout shall be extended until ten trading days following the expiration of the blackout period.

	·	Vesting Schedule – Unless otherwise determined by the Board, Options vest and become exercisable in 25% increments on: (i) the grant date (or the date of expiry of the probationary period for new hires); (ii) the 6-month anniversary of the grant date; (iii) the 12-month anniversary of the grant date; and (iv) the 18-month anniversary of the grant date.

	·	Exercise of Option – A participant may exercise vested Options by (i) payment of the exercise price per Share subject to each Option (which will in no circumstances be lower than the Market Price), or (ii) if permitted by the Board, on a cashless basis by receiving that number of Common Shares equal to the current Market Price less the Option Price multiplied by the number of Options exercised as the numerator, divided by the current Market Price, as the denominator.

	·	Circumstances Causing Cessation of Entitlement – If a Participant ceases to be a Director, Employee or Consultant of the Company, the Options will vest and expire in accordance with Section 5.5 of the Plan. A summary of these provisions is contained in the table below:

	·	Terms – Restricted Share Units and Performance Share Units are notional securities that entitle the recipient to receive cash or Common Shares at the end of a vesting period. Vesting of Performance Share Units is contingent upon achieving certain performance criteria, thus ensuring greater alignment with the long-term interests of shareholders. The terms applicable to Restricted Share Units and Performance Share Units under the Plan (including the vesting schedule, performance cycle, performance criteria for vesting and whether dividend equivalents will be credited to a participant’s account) are determined by the Board at the time of the grant.

	·	Vesting – Unless otherwise provided, Restricted Share Units typically vest in three equal instalments on the first three anniversaries of the date the Restricted Share Unit was granted. Unless otherwise noted, Performance Share Units shall vest as at the date that is the end of their specified performance cycle, subject to any performance criteria having been satisfied.

	·	Settlement – On settlement, the Company shall, for each vested Restricted Share Unit or Performance Share Unit being settled, deliver to a Participant either (a) one Share, (b) a cash payment equal to the Market Price of one Share as of the vesting date, or (c) any combination of cash and Common Shares equal to the Market Price of one Share as of the vesting date, at the discretion of the Board.

	·	Dividend Equivalents – As dividends are declared, additional Restricted Share Units and Performance Share Units may be credited to a Participant in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the payment date therefore by (ii) the Market Price of one Share on such date.

	·	Circumstances Causing Cessation of Entitlement – If a Participant ceases to be a Director or Employee of the Company (Consultants are not eligible to received Restricted Share Units or Performance Share Units under the Plan), the Restricted Share Units and Performance Share Units will be treated in accordance with Section 7.6 and 6.6 of the Plan respectively. A summary of these provisions is contained in the tables below:

Reason for Termination	Treatment of Restricted Share Units
Death or Disability	Outstanding Restricted Share Units that were vested on or before the date of death or Disability will be settled in accordance with Section 7.5 of the Plan provided that the settlement will be the earlier of (i) the date set out as the settlement date in the notice delivered by the Participant pursuant to Section 7.5 of the Plan; or (ii) the date that is 90 days following the date of death or Disability; and (iii) December 31^st of the calendar year in which death or Disability occurs. Outstanding Restricted Share Units that were not vested on or before the date of death or Disability will in all respects terminate as of the date of death or Disability.
Change in Control	Restricted Share Units vest in accordance with Section 12 of the Plan.
Ceasing to be Employed for Employee Cause Event	Outstanding Restricted Share Units (whether vested or unvested) will automatically terminate on the date the Participant ceases to be Actively Employed.
Mandatory Retirement	Outstanding Restricted Share Units that were vested on or before the date the Participant ceases to be Actively Employed will be settled in accordance with Section 7.5 of the Plan provided that the settlement date will be the earlier of (i) the date set out as the settlement date in the notice delivered by the Participant pursuant to Section 7.5 of the Plan; (ii) the date that is 90 days following the date the Participant ceases to be Actively Employed; and (iii) December 31^st of the calendar year in which the Participant ceases to be Actively Employed. Subject to the foregoing, any remaining Restricted Share Units will in all respects terminate as of the date the Participant ceases to be Actively Employed.
Ceasing to be Employed but continues to be engaged as a Director or Consultant	Outstanding Restricted Share Units will continue to vest pursuant to the RSU Award Agreement.
Ceasing to be Employed other than as set out above	Outstanding Restricted Share Units that were vested on or before the date the Participant ceases to be Actively Employed will be settled in accordance with Section 7.5 of the Plan provided that the settlement date will be the earlier of (i) the date set out as the settlement date in the notice delivered by the Participant pursuant to Section 7.5 of the Plan; (ii) the date that is 90 days following the date the Participant ceases to be an Employee; and (iii) December 31^st of the calendar year in which the Participant ceases to be Actively Employed. Subject to the foregoing, any remaining Restricted Share Units will in all respects terminate as of the date the Participant ceases to be an Employee.

Reason for Termination	Treatment of Performance Share Units
Death or Disability	Outstanding Performance Share Units that were vested on or before the date of death or Disability will be settled in accordance with Section 6.5 of the Plan provided that the settlement date will be the earlier of (i) the date set out as the settlement date in the notice delivered by the Participant pursuant to Section 6.5 of the Plan; (ii) the date that is 90 days following the date of death or Disability; and (iii) December 31^st of the calendar year in which death or Disability occurs. Outstanding Performance Share Units that were not vested on or before the date of death or Disability will in all respects terminate as of the date of death or Disability.
Change in Control	Performance Share Units vest in accordance with Section 12 of Plan.
Ceasing to be Employed for Employee Cause Event	Outstanding Performance Share Units (whether vested or unvested) will automatically terminate on the date the Participant ceases to be Actively Employed.
Mandatory Retirement	Outstanding Performance Share Units that were vested on or before the date the Participant ceases to be Actively Employed will be settled in accordance with Section 6.5 of the Plan as of the date the Participant ceases to be Actively Employed. Outstanding Performance Share Units that would have vested on the next vesting date following the date the Participant ceases to be Actively Employed, prorated to reflect the actual period between the commencement of the performance cycle and the date the Participant ceases to be Actively Employed, based on the Participant's performance for the applicable performance period(s) up to the date the Participant ceases to be Actively Employed, will be settled in accordance with Section 6.5 of the Plan as of such vesting date. Subject to the foregoing, any remaining Performance Share Units will in all respects terminate as of the date the Participant ceases to be Actively Employed.
Ceasing to be Employed but continues to be engaged as a Director or Consultant	Outstanding Performance Share Units will remain outstanding and will continue to vest pursuant to the PSU Award Agreement.
Ceasing to be Employed other than as set out above	Outstanding Performance Share Units that were vested on or before the date the Participant ceases to be Actively Employed will be settled in accordance with Section 6.5 of the Plan as of the date the Participant ceases to be Actively Employed. Outstanding Performance Share Units that would have vested on the next vesting date following the date the Participant ceases to be Actively Employed, prorated to reflect the actual period between the commencement of the performance cycle and the date the Participant ceases to be Actively Employed, based on the Participant's performance for the applicable performance period(s) up to the date the Participant ceases to be Actively Employed, will be settled in accordance with Section 6.5 of the Plan as of such vesting date. Subject to the foregoing, any remaining Performance Share Units will in all respects terminate as of the date the Participant ceases to be Actively Employed.

	·	Terms – A Deferred Share Unit is a notional security that entitles the recipient to receive cash or Common Shares upon termination of the holder from all positions with the Company The terms applicable to Deferred Share Units under the Plan (including whether dividend equivalents will be credited to a Participant’s DSU Account) are determined by the Board at the time of the grant.

	·	Under the Plan, the Board may grant discretionary Deferred Share Units and mandatory or elective Deferred Share Units that are granted as a component of a non-executive director’s annual retainer or an officer or employee’s annual incentive.

	·	Vesting – Unless otherwise provided, mandatory or elective Deferred Share Units vest immediately and the Board determines the vesting schedule for discretionary Deferred Share Units at the time of grant.

	·	Settlement – Deferred Share Units may only be settled after the DSU Separation Date. At the grant date, the Board shall stipulate whether the Deferred Share Units are paid in cash, Common Shares, or a combination of both, in an amount equal to the Market Price of the notional Common Shares represented by the Deferred Share Units in the Participant’s DSU Account.

	·	Credit to Account – As dividends are declared, additional Deferred Share Units may be credited to a Participant in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the payment date therefore by (ii) the Market Price of one Share on such date.

	·	Circumstances Causing Cessation of Entitlement – If a Participant ceases to be a Director or Employee of the Company, the Deferred Share Units will be treated in accordance with Section 8.6 of the Plan. A summary of these provisions for Directors and Employees is contained in the table below:

Reason for Termination	Treatment of Deferred Share Units
Death or Disability	Outstanding Deferred Share Units that were vested on or before the date of death or Disability will be settled in accordance with Section 8.5 of the Plan as of the date of death or Disability, provided that the settlement date will be the earlier of (i) the date set out as the settlement date in the notice delivered by the Participant pursuant to Section 8.5 of the Plan; (ii) the date that is 90 days following the date of death or Disability; and (iii) December 31^st of the calendar year in which death or Disability occurs. Outstanding Deferred Share Units that were not vested on or before the date of death or Disability will in all respects terminate as of the date of death or Disability
Change in Control	Deferred Share Units vest in accordance with Section 12 of the Plan.
Ceasing to be Employed for Employee Cause Event	Outstanding Deferred Share Units (whether vested or unvested) will automatically terminate on the date the Participant ceases to be Actively Employed.
Mandatory Retirement	Outstanding Restricted Share Units that were vested on or before the date the Participant ceases to be Actively Employed will be settled in accordance with Section 8.5 of the Plan provided that the settlement date will be the earlier of (i) the date set out as the settlement date in the notice delivered by the Participant pursuant to Section 8.5 of the Plan; (ii) the date that is 90 days following the date the Participant ceases to be an Employee; and (iii) December 31^st of the calendar year in which the Participant ceases to be an Employee. Subject to the foregoing, any remaining Deferred Share Units will in all respects terminate as of the date the Participant ceases to be an Employee
Ceasing to be Employed but continues to be engaged as a Director	Outstanding Deferred Share Units will continue to vest pursuant to the DSU Award Agreement.
Ceasing to be Employed other than as set out above	Outstanding Deferred Share Units that were vested on or before the date the Participant ceases to be Actively Employed will be settled in accordance with Section 8.5 of the Plan provided that the settlement date will be the earlier of (i) the date set out as the settlement date in the notice delivered by the Participant pursuant to Section 8.5 of the Plan; (ii) the date that is 90 days following the date the Participant ceases to be Actively Employed; and (iii) December 31^st of the calendar year in which the Participant ceases to be Actively Employed. Subject to the foregoing, any remaining Deferred Share Units will in all respects terminate as of the date the Participant ceases to be Actively Employed.

·	Assignment – Awards under the Plan are non-assignable and non-transferable other than to a Participant's Personal Representatives.

·	Amendments Not Requiring Shareholder Approval - The Board may amend the Plan or Awards at any time, provided, however, that no such amendment may materially and adversely affect any Award previously granted to a Participant without the consent of the Participant, except to the extent required by applicable law (including TSX requirements). Any such amendment will be subject to all necessary regulatory approvals. Without limiting the generality of the foregoing, the Board may make certain amendments to the Plan or Awards without obtaining the approval of the shareholders of the Company including, but not limited to:

	·	altering, extending or accelerating the terms and conditions of vesting of any Awards;

	·	a change to the termination provisions of the Amended and Restated Share-Based Compensation Plan or any Award which does not entail an extension beyond the original expiry date;

	·	amending or modifying the mechanics of exercise or settlement of Awards;

	·	effecting amendments of a “housekeeping” or ministerial nature (i.e. any amendment necessary to comply with the provisions of applicable laws or rules, regulations and policies of the TSX);

	·	effecting amendments respecting the administration of the Plan;

	·	effecting amendments necessary to suspend or terminate the Plan;

	·	amending the change of control provisions of the Plan, provided that any amendment does not allow Participants to be treated any more favourably than other holders of shares with respect to the consideration that the Participants would be entitled to receive for their Common Shares upon a Change in Control;

	·	any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law (including, without limitation, the rules, regulations and policies of the TSX) or that is not expected to materially adversely affect the interests of the shareholders of the Company.

·	Amendments Requiring Shareholder Approval – Shareholder approval (or disinterested shareholder approval, if required by the policies of the TSX) will be required for the following types of amendments:

	·	any increase in the number of shares issuable under the Plan or the percentage limit set out in Section 4.4 of the Plan, except such increases by operation of Sections 4.1 or 11 of the Plan;

	·	with respect to Options, any reduction in the exercise price of an Option or the cancellation and reissue of an Option;

	·	any extension of (i) the term of an Option beyond its original expiry date or (ii) the date on which a Performance Share Unit, Restricted Share Unit or Deferred Share Unit will be forfeited or terminated in accordance with its terms, except as may be effected in connection with a blackout period;

	·	any amendment to permit the transfer or assignment of an Award other than for normal estate settlement purposes;

	·	any amendment to the insider participation limits or non-executive director limits under the Plan;

	·	any amendment to the amendment sections of the Plan; and

	·	any amendment required to be approved by shareholders under applicable law or pursuant to the rules, regulations and policies of the TSX.

	·	all unallocated entitlements under the Amended and Restated Share-Based Compensation are hereby approved;

	·	the Company be and is hereby authorized to grant awards under the Amended and Restated Share-Based Compensation until June 11, 2028, being the date that is three years from the date hereof; and

	·	any director or officer of the Company be and is hereby authorized to such things and to sign, execute and deliver all documents that such director or officer may, in their discretion determine to be necessary tin order to give full effect to the intent and purpose of this resolution.”

	·	Raymond Polman – chair of the Audit Committee.

	·	Keith Neumeyer – chair of the Compensation Committee.

	·	Richard Lock – chair of the Corporate Governance & Nominating Committee.

	·	longer tenure does not impair a director’s ability to act independently of management;

	·	imposing term limits could result in the loss of contributions of longer serving directors who have developed significant depth of knowledge and understanding of the Company;

	·	regular evaluation of Board skills and experience, as set out in our Board Mandate, rather than arbitrary term limits, will result in better Board performance; and

	·	experience of Board members is a valuable asset to shareholders because of the complex issues that the Board faces.

Name ⁽¹⁾	Number of Common Shares	Number of RSUs	Value of Common Shares and RSUs ⁽²⁾	Share Ownership Requirement ⁽³⁾	Requirement Met?	Date of Compliance Requirement
Officers
Daniel W. Wilton CEO	12,920,834	4,630,983	$2,124,637	$1,170,000	Yes	January 2024
Lisa Peterson CFO & Corporate Secretary	156,666	1,726,924	$222,386	$300,000	No ⁽⁴⁾	September 2027
Stephen Lines Vice President Sustainability	32,890	1,005,128	$110,867	$270,000	No ⁽⁴⁾	January 2029
James Maxwell Vice President Exploration & Project Operations	408,591	1,005,128	$165,921	$280,000	No ⁽⁴⁾	January 2029
Richard Huang Vice President Corporate Development	315,261	887,607	$142,587	250,000	No ⁽⁴⁾	April 2030
Non-Executive Directors
Keith Neumeyer	34,405,313	Nil	$4,128,638	$166,500	Yes	March 2020
Raymond Polman	2,275,333	Nil	$434,589	$166,500	Yes	March 2020
Richard Lock	515,553	Nil	$110,079	$166,500	No ⁽⁵⁾	May 2026
Leanne Hall	Nil	Nil	Nil	$166,500	No ⁽⁵⁾	May 2026

(1)	All Common Share and RSU numbers in this table are as of December 31, 2024, and all calculations have been done based on the individual’s base salary or annual base retainer, as applicable, as of December 31, 2024.
(2)	Calculated as at December 31, 2024. In the case of Common Shares, for each individual other than D. Wilton and K. Neumeyer, calculated using the higher of: (i) $0.12, being the closing price of the Common Shares as of the last trading day of 2024; and (ii) the average price at which the individual acquired his or her Common Shares. In the case of Common Shares held by D. Wilton and K. Neumeyer, calculated using $0.12, being the closing price of the Common Shares as of the last trading day of 2024. In the case of RSUs, calculated using the value attributed to such RSUs on their award date.
(3)	Each of the non-executive directors is required to hold Common Shares having a value of at least three times the value of the annual base retainer. The CEO is required to hold Common Shares having a value of at least three times his or her base salary, while the CFO and Corporate Secretary, Vice President Sustainability, Vice President Exploration and Project Operations, and Vice President Corporate Development are required to hold Common Shares having a value of at least one times his or her base salary. For the purpose of calculating the value of the Common Shares, RSUs, whether vested or not vested, are included.
(4)	Ms. Peterson joined the Company on September 16, 2022, and, in accordance with the Company's Equity Ownership Policy, is required to comply with the share ownership guidelines by the fifth anniversary of her date of hire. Mr. Lines and Mr. Maxwell were promoted to an Officer of the Company on January 19, 2024, and, in accordance with the Company’s Equity Ownership Policy are required to comply with the share ownership guidelines by the fifth anniversary of when they were appointed an Officer of the Company. Mr. Huang was promoted to an Officer of the Company on April 1, 2025, and, in accordance with the Company’s Equity Ownership Policy is required to comply with the share ownership guidelines by the fifth anniversary of when he was appointed an Officer of the Company.
(5)	In accordance with the Company's Equity Ownership Policy, each of Mr. Lock and Ms. Hall are required to comply with the share ownership guidelines by the fifth anniversary of May 11, 2021, being the effective date of the Equity Ownership Policy.

Target (KPI)	Target (KPI) Weighting	Performance Score
Share price performance (versus Peer Group)	25%	12.5%
Health, safety and environmental performance	10%	10%
Final Springpole EA/EIS completed and ready for submission	25%	25%
Progress on Relationships with Local and Indigenous Communities	15%	7.5%
Execute exploration plans for Springpole and Duparquet	10%	20%
Secure non-dilutive sources of financing or strategic investor	7.5%	1.875%
Financial Stewardship and Liquidity	7.5%	5%