Fury Gold Mines Ltd 6-K, filed Jun 1, 2021
Fury Gold Mines Ltd (FURY)
6-K
2021-06-01
For: 2021-05-28
View Original
Added on
April 10, 2026
About this 6-K
Fury Gold Mines Ltd filed this 6-K on June 1, 2021.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May
2021
Commission
File No. 001-38145
Fury Gold Mines Limited
(Translation
of registrant’s name into English)
34 King Street East Suite 900, Toronto, M5C 2X8
Canada
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F
Form
20-F [ ] Form
40-F [X]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1) [
]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7) [
]
SUBMITTED HEREWITH
Exhibits
Exhibit 99.1 Notice of Annual General and
Special Meeting of Shareholders
Exhibit
99.2 Financial Statement Request
Form
Exhibit
99.3 Form of Proxy
Exhibit
99.4 Abridgement
Exhibit 99.5 Notice of
Meeting
Exhibit 99.6 Virtual AGM User
Guide
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Fury Gold Mines Limited
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Date: May 28, 2021
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By:
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/s/ Lynsey
Sherry
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Lynsey Sherry
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Chief Financial Officer
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FURY GOLD MINES LIMITED
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF
SHAREHOLDERS
TO BE HELD ON JUNE 24, 2021
AND
MANAGEMENT INFORMATION CIRCULAR
May 21, 2021
TABLE OF CONTENTS
Suite 900, 34 King Street East
Toronto, Ontario, Canada, M5C 2X8
Telephone No.: 844-601-0841
NOTICE IS HEREBY GIVEN that the annual general and special
meeting (the “Meeting”) of the holders
(“Shareholders”)
of common shares (“Common
Shares”) of Fury Gold Mines Limited (“Fury Gold” or the
“Company”) will
be held virtually at: http://web.lumiagm.com/469793926
on June 24, 2021 at 1:00 p.m. (Toronto time) for the following
purposes:
1.
to receive the
audited financial statements of the Company for its fiscal year
ended December 31, 2020 and the report of the auditor
thereon;
2.
to set the number
of directors to be elected to the board of directors
(“Board”) at
seven (7);
3.
to elect directors
of the Company for the ensuing year;
4.
to appoint Deloitte
LLP as auditor of the Company to hold office until the conclusion
of the next annual general meeting of the Shareholders of the
Company and to authorize the Board to fix the auditor’s
renumeration;
5.
to consider and, if
thought fit, pass, with or without amendment, a special resolution
to confirm and approve certain amendments to the Company’s
articles of incorporation (the “Articles”); and
6.
to transact such
other business as may properly come before the
Meeting.
No
other matters are contemplated for consideration at the Meeting:
however, any permitted amendment to or variation of any matter
identified in this Notice of Meeting (the “Notice”) may properly be
considered at the Meeting. The Meeting may also consider the
transaction of such other business as may properly come before the
Meeting or any adjournment thereof.
Copies
of the Notice, the Company’s management information circular
(the “Circular”), the form of proxy, and
the financial statements (together “Proxy Materials”) are posted on
the Company’s website at https://furygoldmines.com/investors/agmmaterials/ and
are filed on SEDAR under the Company’s profile at
www.sedar.com.
The
Circular contains details of matters to be considered at the
Meeting. Please review the Circular
before voting.
This year, to proactively deal with issues arising from the public
health impact of the coronavirus (“COVID-19”) pandemic,
to comply with government and public health directives regarding
physical distancing, and to limit and mitigate risks to the health
and safety of its Shareholders, employees, directors, and other
stakeholders, the Company will be holding the Meeting by live audio
webcast only. Shareholders will be able to participate in the
Meeting and vote their Common Shares while the virtual Meeting is
being held; Shareholders will not be able to attend the meeting in
person. The Company hopes that hosting the Meeting using the
platform Lumi helps enable greater participation by allowing
Shareholders from all geographical locations to attend the meeting
while minimizing the health risk that may be associated with large
gatherings.
Shareholders who are unable to attend the Meeting and who wish to
ensure that their Common Shares will be voted at the Meeting are
asked to complete, date, and sign the enclosed form of proxy, or
another suitable form of proxy, and physically or electronically
deliver it, for receipt by 1:00 p.m. (Toronto time) on June 22,
2021, in accordance with the instructions set out in the form of
proxy and in the Circular.
If you hold your Common Shares in a brokerage account or through
another intermediary, you are a non-registered Shareholder.
Non-registered Shareholders who plan to attend the Meeting must
follow the instructions set out in the form of proxy or voting
instruction form that they have received to ensure that their
Common Shares will be voted at the Meeting.
BY ORDER OF THE BOARD
“Michael Timmins”
Michael Timmins
President, Chief Executive Officer and Director
i
Suite 900, 34 King Street East
Toronto, Ontario, Canada, M5C 2X8
Telephone No.: 844-601-0841
as at May 21, 2021 (unless
otherwise indicated)
This management information circular (this “Circular”)
is furnished in connection with the solicitation of proxies by the
management of Fury Gold Mines Limited (“Fury Gold” or
the “Company”) for use at the annual general and
special meeting (the “Meeting”) of the holders of
common shares (“Common Shares”) in the capital of Fury
Gold (the “Shareholders”) to be held on June 24, 2021,
at the time and place and for the purposes set forth in the
accompanying Notice of Meeting.
This
solicitation is made by management of the Company. Proxies will
primarily be solicited by mail but proxies may also be solicited by
telephone, internet, or appointment of another person as a
representative, and the cost of such solicitation will be borne by
the Company. In accordance with Canadian Securities
Administrators’ National Instrument 54-101 Communications with Beneficial Owners of
Securities of a Reporting Issuer (“NI 54-101”), arrangements have
been made to deliver copies of the Notice of Meeting, this
Circular, and a form of proxy or voting instruction form
(collectively, the “Meeting
Materials”) directly to non-objecting beneficial
owners (“NOBOs”)
of Common Shares pursuant to the requirements of Canadian
securities laws. The Company intends to pay for the delivery of the
Meeting Materials to objecting beneficial owners
(“OBOs”) of
Common Shares.
All
dollar amounts in this Circular are expressed in Canadian dollars
unless otherwise indicated. Reference to C$ are to Canadian
dollars. Reference to US$ are to United States
dollars.
On
October 9, 2020 the Company acquired all of the then issued and
outstanding shares of Eastmain Resources Inc. (“Eastmain”) in accordance with the
terms and conditions of an arrangement agreement among the Company,
Eastmain, 1258618 B.C. Ltd. (“SpinCo Sombrero”) and 1258620 B.C.
Ltd. (“SpinCo
Curibaya”, and together with SpinCo Sombrero, the
“SpinCos”), by
way of a court-approved plan of arrangement under the Business Corporations Act (Ontario)
(the “Eastmain
Arrangement”). The Eastmain Arrangement closed
immediately following the spin out of the Company’s Peruvian
projects to shareholders of the Company, by way of a court-approved
plan of arrangement between the Company and the SpinCos, under the
Business Corporations Act
(British Columbia) (the “BCBCA”) (the “Reorganization Arrangement”), and
the completion of a concurrent subscription receipt financing
(together with the Eastmain Arrangement and the Reorganization
Arrangement, the “Transaction”).
The
board of directors (the “Board”) has fixed May 19, 2021 as
the record date (the “Record
Date”) for the purpose of determining which
Shareholders are entitled to receive the Notice of Meeting and vote
at the Meeting or any adjournment(s) thereof. No person acquiring
Common Shares after that date shall, in respect of such Common
Shares, be entitled to receive the Notice of Meeting and vote at
the virtual Meeting or any adjournment(s) thereof.
A
quorum for the transaction of business at the Meeting is at least
two (2) persons who are, or who represent by proxy, two (2) or more
Shareholders who, in the aggregate, hold at least 25% of the issued
Common Shares entitled to be voted at the Meeting.
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Virtual Only Meeting
This
year, to proactively deal with issues arising from the public
health impact of the novel coronavirus (“COVID-19”) pandemic, to comply
with government and public health directives regarding physical
distancing, and to limit and mitigate risks to the health and
safety of its Shareholders, employees, directors, and other
stakeholders, the Company will be holding the Meeting via live
audio webcast. Shareholders will have an equal opportunity to
participate at the Meeting regardless of their geographic location.
Shareholders will not be able to attend the Meeting in person. The
Company hopes that hosting the Meeting virtually will help enable
greater participation by Shareholders by allowing Shareholders to
be present at the Meeting via Lumi, while respecting travel
restrictions and minimizing the health risk that may be associated
with large gatherings as a result of the COVID-19
pandemic.
The
Meeting will be held virtually at: http://web.lumiagm.com/469793926.
Registered Shareholders and duly appointed proxyholders will be
able to participate in the Meeting and vote online by going to:
http://web.lumiagm.com/469793926
and clicking “I have a
login”. You will be asked to enter a username and
password before the start of the Meeting.
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If you are a
registered Shareholder, your username is the 15-digit control
number located on the form of proxy or in the email notification
you received. The password to the Meeting is fury2021.
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If you are a
duly-appointed proxyholder, Computershare Investor Services Inc.
(“Computershare”) will provide you
with a username after the voting deadline has passed. The password
to the Meeting is fury2021.
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If you are not a
registered Shareholder or a duly-appointed proxyholder, you may
listen to the Meeting by clicking “I am a guest” and completing the
online form.
In
order to participate and vote at the Meeting, non-registered
Shareholders must appoint themselves as a proxyholder.
Non-registered Shareholders who have not duly appointed themselves
as proxyholder will be able to attend the Meeting as guests but
will not be able to participate or vote at the Meeting. See further
information on how non-registered Shareholders can vote at the
Meeting under the subheading “How to Vote Your Shares – How to Vote If
You Are a Non-Registered Shareholder”
below.
Shareholders who wish to appoint a proxyholder to represent them at
the online meeting must submit their proxy or voting instruction
form (as applicable) and must then also register their
proxyholder. Registering the proxyholder is an additional
step a Shareholder must take following the submission of their
proxy or voting instruction form. To register a proxyholder,
Shareholders MUST visit https://www.computershare.com/FuryGold
48 hours before the meeting which is1:00 p.m. (Toronto Time) on
June 22nd,
2021. and provide Computershare with their proxyholder’s
contact information so that Computershare may provide the
proxyholder with a username via email. Failure to register a duly appointed
proxyholder will result in the proxyholder not receiving a username
to participate in the Meeting.
It is
important that you are connected to the internet at all times
during the meeting in order to vote when balloting commences. In
order to participate online, registered Shareholders must have a
valid 15-digit control number, and proxyholders must have received
an email from Computershare containing a username.
How to Vote if You Are a Registered Shareholder
You are
a registered Shareholder if your name appears on a share
certificate representing your Common Shares or if you are
registered as the holder of your Common Shares in book-entry form.
In either case, your name will be shown on the list of Shareholders
kept by Computershare, the registrar and transfer agent of the
Company. If you are not sure
whether you are a registered Shareholder, please contact
Computershare using the contact information set forth
herein.
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If you
are a registered Shareholder, you will be able to cast an online
vote for each Common Share registered in your name. If you are a
registered Shareholder and you do not wish or are unable to attend
the Meeting, you can appoint someone who will be entitled to attend
the Meeting and act as your proxy to vote in accordance with your
instructions. Voting by proxy is the easiest way to vote. Voting by
proxy means that you are giving the person or people named on your
form of proxy (the “Proxyholder”) the authority to
vote your Common Shares for you at the Meeting or any adjournment
there of. If you are a registered Shareholder, you will receive a
form of proxy from Computershare with this Circular.
Each of
the persons named on the enclosed form of proxy is a director or an
officer of Fury Gold. If you are a registered Shareholder entitled
to vote at the Meeting, you have the right to appoint a Proxyholder
other than either of the persons designated on the form of proxy.
A registered Shareholder who wishes
to appoint a different Proxyholder may do so by crossing out the
names pre-printed on the form of proxy and inserting the name of
the proposed Proxyholder in the blank space provided. Such other
Proxyholder need not be a registered
Shareholder.
Regardless
of who you appoint as your Proxyholder, you can instruct that
Proxyholder how you want to vote or you can let your Proxyholder
decide for you. If you do not give any instructions as to how to
vote on a particular issue to be decided at the Meeting, your
Proxyholder can vote your Common Shares as he or she thinks fit. If
you have appointed the persons designated in the form of proxy as
your Proxyholder they will, unless you give contrary instructions,
vote FOR each of the resolutions set out in the form of proxy
provided by management for the Meeting and for each of the nominees
named in this Circular for election as directors of Fury Gold.
Further details about these matters are set out in this Circular.
The enclosed form of proxy gives the persons named on it the
authority to use their discretion in voting on amendments or
variations to matters identified on the Notice of Meeting. At the
time of printing this Circular, the management of Fury Gold is not
aware of any other matter to be presented for action at the Meeting
other than those specified in the Notice of Meeting. If, however,
other matters do properly come before the Meeting, the Proxyholder
will vote on them in accordance with his or her best judgment,
pursuant to the discretionary authority conferred by the form of
proxy with respect to such matters.
If you
are a registered Shareholder, you can attend the virtual Meeting to
vote. If you are not able to or do not wish to attend, you may vote
by submitting your proxy before 1:00 p.m. (Toronto time) on June
22, 2021, or, if the Meeting is adjourned, 48 hours (excluding
Saturdays, Sundays, and holidays) before the start of the
reconvened Meeting. A registered Shareholder may submit a proxy
using one (1) of the following methods:
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By Telephone
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Call
the toll-free number (in Canada and the United States) given in the
form of proxy (1-866-732-8683) and follow the
instructions using your 15-digit control number, account number,
and proxy access number located on your form of proxy.
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By Internet
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Go to
the website indicated on the form of proxy (www.investorvote.com)
and follow the instructions on the screen.
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By Mail
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Complete,
sign, and date the proxy and return it in the envelope provided or
otherwise to: Computershare Investor Services Inc., Attn: Proxy
Department, 100 University Avenue, 8th Floor, Toronto, Ontario,
Canada, M5J 2Y1.
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By Fax
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Complete,
sign, and date the proxy and fax it to: 1-866-249-7775 (toll-free in Canada or
the United States) or 416-263-9524 (outside Canada and the
United States)
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By Appointing a Proxyholder
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Insert
the name of the person or company you are appointing in the blank
space provided in the enclosed form of proxy. Complete your voting
instructions, date and sign the proxy, and return it to
Computershare using one (1) of the methods outlined in this table.
The Proxyholder does not have to be a Shareholder but please ensure
that the Shareholder is aware of the appointment to act as your
representative.
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If you
are a registered Shareholder and you wish to appoint a third party
as your Proxyholder, you are also required to register your proxy
with Computershare at www.computershare.com/FuryGold
at least 48 hours, excluding Saturdays, Sundays and holidays, prior
to the time of the Meeting. The
Chair of the Meeting may waive the proxy cut-off time at his
discretion without notice.
How To Change Your Vote/Revoke Your Proxy if You Are a Registered
Shareholder
You can
revoke your vote by proxy as follows:
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attending the
virtual Meeting and voting your Common Shares at the Record
Date;
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submitting your
replacement vote online at least 48 hours before the Meeting
(excluding Saturdays, Sundays, and holidays);
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completing a form
of proxy that is dated after the form of proxy previously submitted
and ensuring Computershare receives it before 1:00 p.m. (Toronto
time) on June 22, 2021; or
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in any other manner
permitted by law.
Your
proxy will only be revoked if a revocation is received by 1:00 p.m.
(Toronto time) on June 22, 2021 or, if the Meeting is adjourned, at
least 48 hours (excluding Saturdays, Sundays, and holidays) before
the start of the reconvened Meeting or delivered to the person
presiding at the Meeting before it commences. Registered Shareholders who revoke their proxy
and do not replace it with another that is deposited with
Computershare or the Company before the deadline may still vote
their Common Shares but to do so they must attend the
Meeting.
How to Vote if You Are a Non-Registered Shareholder
You are
a non-registered (or beneficial) Shareholder if your broker or
another intermediary (a “Nominee”) holds your Common Shares
for you. If you are a non-registered Shareholder, the Company will
not have any record of your ownership and so the only way that you
can vote your Common Shares is by instructing your Nominee. Your
Nominee is required to ask for your voting instructions before the
Meeting.
In most
cases, you will receive a voting instruction form from your Nominee
that allows you to provide your voting instructions by telephone,
on the internet, or by mail. You should complete the voting
instruction form and sign and return it in accordance with the
directions on that form. Alternatively, you may receive from your
Nominee a proxy form, restricted to the number of Common Shares
beneficially owned by you, already signed by the Nominee but
otherwise is not completed. If you have received this proxy form,
you should complete it and return it to Computershare before 1:00
p.m. (Toronto time) on June 22, 2021 or, if the Meeting is
adjourned, at least 48 hours (excluding Saturdays, Sundays and
holidays) before the start of the reconvened Meeting using one (1)
of the methods set out above. Please contact your Nominee if you
did not receive a voting instruction form or a proxy
form.
In
accordance with the Canadian Securities Administrators’ NI
54-101, the Company is distributing copies of materials related to
the Meeting to Nominees for distribution to non-registered
Shareholders and such Nominees are to forward the materials related
to the Meeting to each non-registered Shareholder (unless the
non-registered Shareholder has declined to receive such materials).
Such Nominees often use a service company (such as Broadridge
Investor Communication Solutions in Canada (“Broadridge”)) to permit the
non-registered Shareholder to direct the voting of the Common
Shares held by the Nominee on behalf of the non-registered
Shareholder. The Company is paying Broadridge to deliver on behalf
of the Nominees, a copy of the materials related to the Meeting to
each OBO and NOBO (as such terms are defined in NI
54-101).
If you
would like to attend and vote at the Meeting, it will be necessary
for you to appoint yourself as proxyholder of your Common Shares.
You can do this by printing your name in the space provided on the
voting instruction form and submitting it as directed.
Non-registered Shareholders who have not appointed themselves as
proxyholder but who wish to attend the Meeting will only be able to
attend as a guest and will not be able to vote.
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How to Change Your Vote if You Are a Non-Registered
Holder
A
non-registered Shareholder may revoke previous voting instructions
by contacting his or her Nominee and complying with any applicable
requirements imposed by such Nominee. A Nominee may not be able to
revoke voting instructions if it receives insufficient notice
of revocation.
Votes Necessary to Pass Resolutions
A
simple majority (50% or more) of affirmative votes cast at the
Meeting is required to pass the ordinary resolutions described
herein. If there are more nominees for election as a director than
there are vacancies to fill or another auditor is nominated, those
nominees receiving the greatest number of votes will be elected or
appointed, as the case may be, until all such vacancies have been
filled. If the number of nominees for election or appointment is
equal to the number of vacancies to be filled, all such nominees
will be declared elected or appointed by acclamation.
In
accordance with the BCBCA and Fury Gold’s articles of
incorporation (the “Articles”), any substantive change
to the Company’s Articles requires a special resolution
passed by the special majority, which is two-thirds (2/3) of the
votes cast on the special resolution. Therefore, the special
resolution authorizing certain amendments to the Articles (see
“Approval of Amendment to
Articles” section below) requires a special majority
to be passed at the Meeting.
Interest of Certain Persons or Companies in Matters to be Acted
Upon
No
director or executive officer of the Company, or any person who has
held such a position since the beginning of the last completed
financial year end of the Company, nor any nominee for election as
a director of the Company, nor any associate or affiliate of the
foregoing persons, has any substantial or material interest, direct
or indirect, by way of beneficial ownership of securities or
otherwise, in any matter to be acted on at the Meeting other than
the election of directors and as may be set out
herein.
Completing the Form of Proxy
You can
choose to vote your Common Shares “FOR” or to “WITHHOLD” your Common Shares from
voting on the following resolutions:
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the election of
each person nominated as a director of the Company;
and
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the appointment of
the auditor for the ensuing year and the authorization of the
directors to fix the auditor’s remuneration.
You can
choose to vote your Common Shares “FOR” or “AGAINST” the following
resolutions:
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the setting of the
number of directors to be elected to the Board at seven (7);
and
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the special
resolution to confirm and approve certain amendments to the
Company’s Articles.
Your
Common Shares represented by proxy will be voted or withheld from
voting in accordance with your instructions on any ballot that may
be called, and if you specify a choice with respect to any matter
to be acted upon, the Common Shares will be voted
accordingly.
If you
are an individual, you, or your authorized attorney must sign the
form of proxy. If you are a corporation or other legal entity, an
authorized officer or attorney must sign the form of proxy. A form
of proxy signed by a person acting as attorney or in some other
representative capacity (including a representative of a corporate
Shareholder) should indicate that person’s capacity
(following their signature) and should be accompanied by the
appropriate instrument evidencing qualification and authority to
act (unless such instrument has previously been filed with Fury
Gold).
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If you need help completing your proxy form, please contact
Computershare at 1-866-732-8683 (toll-free in Canada and the United
States).
Shareholders who wish to appoint a proxyholder to represent them at
the Meeting must submit their form of proxy or voting instruction
form (if applicable) and must then register their
proxyholder. Registering a proxyholder is an additional step
a Shareholder must take following submission of the
Shareholder’s form of proxy or voting instruction
form.
To
register a proxyholder, Shareholders MUST visit https://www.computershare.com/FuryGold 48
hours before the meeting and provide Computershare with their
proxyholder’s contact information so that Computershare may
provide the proxyholder with a username via email. Failure to register the proxyholder will result
in the proxyholder not receiving a username to participate in the
Meeting.
How Proxyholders Will Vote
When
you sign the proxy form, you authorize Mr. Michael Timmins, Chief
Executive Officer, or failing him Mr. Ivan Bebek, Chair of the
Board of Directors, or failing him Dr. Lynsey Sherry, Chief
Financial Officer or your specified Proxyholder to vote your Common
Shares for you at the Meeting according to your instructions.
If you return your form of proxy
and do not provide instructions on how you want to vote your Common
Shares, the nominees named in the form of proxy intend to vote your
Common Shares:
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FOR
setting the number of directors elected to the Board at seven
(7);
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FOR
electing each of the individuals nominated as a director who are
listed in this Circular;
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FOR
the appointment of Deloitte LLP as auditor and authorizing the
directors to fix the auditor’s remuneration; and
●
FOR
the special resolution to confirm and approve certain amendments to
the Company’s Articles.
Your
Proxyholder will also be entitled to vote your Common Shares as he
or she sees fit in respect of amendments to matters identified in
the Notice of Meeting and on any other item of business that may
properly come before the Meeting or any adjournment(s) thereof. At
the date of this Circular, the directors and management of the
Company are not aware that any such amendments or other matters are
expected to be submitted to the Meeting.
Shareholders Can Choose any Person or Company as
their Proxyholder
You have the right to appoint a person other than the persons
designated in the proxy form to represent you at the
Meeting. Such right may be exercised by inserting the name
of the person or company in the blank space provided in the
enclosed form of proxy or by completing another form of proxy.
If you do not specify how you want
your Common Shares voted, your Proxyholder will vote your Common
Shares as he or she sees fit on any matter that may properly come
before the Meeting.
The
solicitation of proxies involves securities of an issuer located in
Canada and is being effected in accordance with the corporate laws
of the Province of British Columbia, Canada, and applicable
Canadian securities laws. The proxy solicitation rules under the
United States Securities Exchange
Act of 1934, as amended, are not applicable to the Company
or this solicitation, and this solicitation has been prepared in
accordance with the disclosure requirements of Canadian securities
laws. Shareholders should be aware that disclosure requirements
under Canadian securities laws differ from the disclosure
requirements under United States securities laws.
6
The
enforcement by Shareholders of civil liabilities under United
States federal securities laws may be affected adversely by the
fact that the Company is incorporated under the BCBCA, as amended,
and by the fact that six (6) of its seven (7) directors and all of
its executive officers are residents of Canada or elsewhere outside
the United States; and all of the Company’s assets and the
assets of such persons are located outside the United States.
Shareholders may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of United
States federal securities laws. It may be difficult to compel a
foreign company and its officers and directors to subject
themselves to a judgment by a United States court.
The
Company is authorized to issue an unlimited number of Common
Shares. As of the Record Date, there were 117,930,733 Common Shares issued and
outstanding, each carrying the right to one (1) vote. There are no
Common Shares held in escrow. No group of Shareholders has the
right to elect a specified number of directors nor are there
cumulative or similar voting rights attached to the Common Shares.
The Company is also authorized to issue an unlimited number of
preferred shares. There were no preferred shares issued and
outstanding as at the Record Date.
To the
knowledge of the directors and executive officers of the Company,
as of the Record Date, no person or company beneficially owned, or
controlled or directed, directly or indirectly, securities carrying
10% or more of the voting rights attached to the Company’s
Common Shares.
The
audited consolidated financial statements of the Company for its
fiscal year ended December 31, 2020, together with the report
of the auditor thereon, will be presented at the Meeting and have
been filed with the securities commissions or similar regulatory
authorities in each of the provinces and territories of Canada.
Shareholders may review or download the financial statements via
the Internet on SEDAR at www.sedar.com.
The
size of the Board was set at seven (7) directors by ordinary
resolution of the Shareholders at the last annual general meeting
of Shareholders held on October 5, 2020. On March 16, 2021, Mr.
Blair Schultz resigned from the Board and the Board appointed Mr.
Forrester A. Clark as a director, effective March 16, 2021, to take
Mr. Schultz’s place and to hold office until the next annual
meeting, or until his revocation or resignation. Pursuant to the
Articles of the Company and the BCBCA, the Board has determined
that the number of directors on the Board for the ensuing year
should remain at seven (7). Accordingly, the Board proposes that
seven (7) directors be elected at the Meeting. Shareholders will
therefore be asked to approve a resolution to set the number of
persons to be elected to a Board position at the Meeting at seven
(7).
The
term of office of each of the current directors will end at the
conclusion of the Meeting. Unless the director’s office is
vacated earlier in accordance with the provisions of the BCBCA,
each director elected at the Meeting will hold office until the
conclusion of the next annual general meeting of the Company, or if
no director is then elected, until a successor is
elected.
The
following tables set forth profiles of the seven (7) individuals
who are nominated for election as directors, including the
positions and offices with the Company now held by each nominee,
the present principal occupation or employment of each nominee, the
business experience over the last five (5) years of each nominee,
the period during which each nominee has served as a director, and
the number of securities of the Company (including Common Shares
and options to purchase Common Shares (“Options”), if applicable)
beneficially owned, or controlled or directed, directly or
indirectly, by each nominee as at the date of this Circular. The
information as to securities beneficially owned, or controlled or
directed, directly or indirectly, by each nominee has been
furnished by the respective proposed nominees
individually.
The
Board has determined that five (5) of the seven (7) individuals
nominated for election as a director at the Meeting are
independent. The non-independent members of the Board are Ivan
Bebek, who is the Chair of the Board of the Company, and Michael
Timmins, who is the President and Chief Executive Officer
(“CEO”) of the
Company. All of the members of the Nominating, Compensation and
Governance Committee are independent directors. For more
information on the Company’s independence standards and
assessments, see the section of this Circular entitled
“Corporate Governance
– Composition of the Board”. For information on
compensation paid to non-management directors, see the section of
this Circular entitled “Statement of Executive Compensation –
Director Compensation”. In addition, a description of
the role of the Board is included in the section of this Circular
entitled “Corporate
Governance – Mandate of the Board of
Directors”.
7
|
IVAN BEBEK
Chair
of the Board & Director
British
Columbia, Canada
Director
since:
November
2, 2009
Age:
43
|
Mr.
Bebek serves as Chair of the Board and director of the Company. Mr.
Bebek has over 20 years’ experience in financing, foreign
negotiations, mergers, and acquisitions in the mineral exploration
industry. His understanding of the capital markets and ability to
position, structure, and finance companies that he has been
associated with has been instrumental in their successes. Mr. Bebek
was formerly the Executive Chairman of Auryn Resources
Inc., the President, CEO, and co-founder of Cayden Resources
Inc., which was sold to Agnico Eagle Mines Limited
(“Agnico”) for
$205 million in November 2014, and a co-founder of Keegan
Resources Inc. (now Asanko Gold Inc.). Mr. Bebek is co-founder,
co-chair, and director of Torq Resources Inc. (“Torq”) (formerly, Stratton
Resources Inc.), co-founder, co-chair and director of Tier One
Silver Inc. (“Tier
One”) and, president, CEO, and director of Sombrero
Resources Inc.(“Sombrero”).
|
|
|
Committee Membership
|
||
|
Indigenous
and Community Relations Committee
|
||
|
Securities of the Company beneficially owned, or controlled or
directed, directly or indirectly
|
||
|
Common Shares (#)
|
Stock Options(#)
|
|
|
3,461,768
|
400,000
|
|
|
MICHAEL TIMMINS
President,
CEO & Director
Ontario,
Canada
Director
since:
October
9, 2020
Age:
49
|
Mr.
Timmins serves as President, CEO, and director of the Company. Mr.
Timmins brings over 20 years of experience as a mining executive
from his work with a number of companies, including Agnico and
Placer Dome Inc. Mr. Timmins was Vice President of Corporate
Development at Agnico, where he played a key role in the
development of the Kittila mine in northern Finland and in the
acquisition of Osisko Mining Inc. for C$3.9 billion. He has degrees
from Queen’s University (EMBA), the University of British
Columbia (M. Sc. Metallurgy), and Bishop’s University
(B.Sc.). Mr. Timmins also serves as a director and Audit Committee
member for Excellon Resources Inc.
|
|
|
Committee Membership
|
||
|
Technical,
Safety and Risk Management Committee
|
||
|
Securities of the Company beneficially owned, or controlled or
directed, directly or indirectly
|
||
|
Common Shares (#)
|
Stock Options(#)
|
|
|
142,000
|
1,000,000
|
|
8
|
JEFFREY R. MASON
Lead Independent Director
British
Columbia, Canada
Director
since:
February 7, 2019
Age:
64
|
Mr.
Mason serves as lead independent director of the Company and is a
CPA and holds an ICD designation. Mr. Mason has extensive
experience in the exploration, development, construction, and
operation of precious and base metals projects in the Americas,
Asia and Africa, including 15 years as a Principal, director and
Chief Financial Officer (“CFO”) for the Hunter Dickinson
Inc. group of public companies. Mr. Mason began his career with
Deloitte LLP as a CPA, followed by six (6) years at Barrick Gold
Corporation. Overall, Mr. Mason has served as CEO, CFO, Corporate
Secretary, Board Chair and Board director for over 20 public
companies listed on the TSX, TSXV, NYSE American and NASDAQ. Most
recently Mr. Mason was the Chair of the Board and interim CEO of
Great Panther Mining Limited. Mr. Mason currently serves as an
independent director of TSXV listed Torq, and independent director
to the reporting issuers but not exchange listed, Sombrero, and
Tier One. Mr. Mason is also chair of the board and
independent director of
Wildpack Beverage Inc. which was listed on the TSXV on May 20,
2021.
|
|
|
Committee Membership
|
||
|
Nominating,
Compensation and Governance Committee (Chair)
Audit
Committee
|
||
|
Securities of the Company beneficially owned, or controlled or
directed, directly or indirectly
|
||
|
Common Shares (#)
|
Stock Options(#)
|
|
|
716,161
|
130,000
|
|
|
STEVE COOK
Independent
Director
British
Columbia, Canada
Director
since:
October
28, 2013
Age:
66
|
Mr.
Cook currently serves as an independent director of the Company.
Mr. Cook is a former tax partner at the law firm of Thorsteinssons
LLP, Vancouver, British Columbia, Canada. Mr. Cook received his
B.Comm. and LL.B. degrees from the University of British Columbia
and was called to the British Columbia Bar in 1982 and the Ontario
Bar in 1992. He retired from the Ontario Bar in 2014. Mr. Cook is a
specialist in corporate and international tax planning, offshore
structures, representation, and civil and criminal tax litigation.
Mr. Cook has served on the board of Brett Resources Ltd. prior to
it being acquired by Osisko Mining Corp. and Cayden Resources Inc.
prior to it being acquired by Agnico. Mr. Cook currently serves as
a director of Torq, Tier One, Sombrero, and LaSalle Exploration
Corp. Mr. Cook will not be standing for re-election as a director
of LaSalle Exploration Corp. at that company’s upcoming
annual general meeting.
|
|
|
Committee Membership
|
||
|
Audit
Committee (Chair)
Indigenous
and Community Relations Committee
Technical,
Safety and Risk Management Committee
|
||
|
Securities of the Company beneficially owned, or controlled or
directed, directly or indirectly
|
||
|
Common Shares (#)
|
Stock Options(#)
|
|
|
755,278
|
130,000
|
|
9
|
MICHAEL HOFFMAN
Independent Director
Ontario, Canada
Director
since:
October
9, 2020
Age:
62
|
Mr.
Hoffman currently serves as an independent director of the Company.
Mr. Hoffman, a director of Eastmain since March 2016, is an
experienced mining executive with over 30 years of practice including engineering, mine operations,
corporate development, projects, and construction. Mr. Hoffman
previously served as a director of Trevali Mining from 2011 to 2019
and acted as Chair from late 2017 to early 2019. Mr. Hoffman also
has direct northern Canadian mining experience including operations
and projects. Mr. Hoffman is a Mining Engineering graduate from
Queen’s University and is a Professional Engineer in the
province of Ontario. He is also a member of the Institute of
Corporate Directors. Mr. Hoffman currently serves as a
director of Velocity Minerals Ltd. and 1911 Gold
Corporation.
|
|
|
Committee Membership
|
||
|
Technical,
Safety and Risk Management Committee (Chair)
Nominating,
Compensation and Governance Committee
Indigenous
and Community Relations Committee
|
||
|
Securities of the Company beneficially owned, or controlled or
directed, directly or indirectly
|
||
|
Common Shares (#)
|
Stock Options(#)
|
|
|
157,781
|
185,376
|
|
|
ALISON SAGATEH (“SAGA”) WILLIAMS
Independent Director
Ontario,
Canada
Director
since:
October
9, 2020
Age:
48
|
Ms.
Williams currently serves as an independent director of the
Company. Ms. Williams has worked in Indigenous communities in
government and corporate roles in the capacity of legal counsel,
negotiations and governance, and as a strategic advisor, for over
20 years. Ms. Williams has been on negotiation teams that have
successfully settled over $1 billion in agreements and has worked
on Indigenous community engagement and negotiations to support
national energy and mining projects. Over the last 25 years, she
has also held many non-profit board positions. Ms. Williams is
Anishinaabe, a member of Curve Lake First Nation, and is currently
an elected official for her community. Ms. Williams has extensive
experience in compensation analysis both through her involvement in
non-profit boards and as an elected official for a First Nation.
Ms. Williams teaches at Osgoode Hall Law School as an Adjunct
Professor and supports student led negotiations focussing on
consultation, Indigenous rights, and reconciliation.
|
|
|
Committee Membership
|
||
|
Indigenous
and Community Relations Committee (Chair)
Nominating,
Compensation and Governance Committee
|
||
|
Securities of the Company beneficially owned, or controlled or
directed, directly or indirectly
|
||
|
Common Shares (#)
|
Stock Options(#)
|
|
|
Nil
|
130,000
|
|
10
|
FORRESTER A. CLARK
Independent Director
Massachusetts, United States
Director
since:
March
16, 2021
Age:
53
|
Mr.
Clark currently serves as an independent director of the Company.
Mr. Clark brings 23 years of global capital markets experience with
numerous US, European, and Canadian banks, including Barclays
Capital, National Bank Financial, Merrill Lynch, Deutsche Bank, and
most recently BMO Capital Markets, where he held the role of
Managing Director, Institutional Equity Sales. Over the years, he
has developed strong working relationships with Tier 1
institutional investors throughout the United States providing
corporate strategy, and peer and financial analysis and insights on
corporates within the materials, commodities, and mining sectors.
Mr. Clark holds a Bachelor of Economics from the University of
Massachusetts (Amherst) and a Master of Business Administration in
Finance and Accounting from Vanderbilt University.
|
|
|
Committee Membership
|
||
|
Audit
Committee
|
||
|
Securities of the Company beneficially owned, or controlled or
directed, directly or indirectly
|
||
|
Common Shares (#)
|
Stock Options(#)
|
|
|
Nil
|
130,000
|
|
None of
the proposed nominees for election as a director of the Company are
proposed for election pursuant to any arrangement or understanding
between the nominee and any other person, except the directors and
senior officers of the Company acting solely in such
capacity.
Cease Trade Orders and Bankruptcy
Except
as set out below, within the last 10 years before the date of this
Circular, to the knowledge of the Company, no proposed nominee for
election as a director of the Company was a director or executive
officer of any company (including the Company in respect of which
this Circular is prepared) or acted in that capacity for a company
that was:
(a)
subject to a cease
trade or similar order or an order denying the relevant company
access to any exemptions under securities legislation, for more
than 30 consecutive days;
(b)
subject to an event
that resulted, after the director or executive officer ceased to be
a director or executive officer, in the company being the subject
of a cease trade or similar order or an order that denied the
relevant company access to any exemption under the securities
legislation, for a period of more than 30 consecutive
days;
(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; or has
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;
(d)
subject to any
penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority or has entered
into a settlement agreement with a securities regulatory authority;
or
(e)
subject to any
other penalties or sanctions imposed by a court or a regulatory
body that would likely be considered important to a reasonable
securityholder in deciding whether to vote for a proposed
director.
11
Jeffrey
R. Mason was a director from March 2015 to February 2017 of the
online shoe retailer Shoes.com Technologies Inc., a private British
Columbia company, and was a director from September 2016 of certain
of its wholly owned private subsidiary companies, including
Shoes.com Inc., a Delaware company, and Onlineshoes.com Inc., a
Washington company, but was never a director of Shoeme Technologies
Limited, a Canadian Federal private company (together, Shoeme
Technologies Limited, Shoes.com Technologies Inc., Shoes.com Inc.
and Onlineshoes.com, Inc., the “Shoes Private
Companies”). In September 2016, following the resignation of
the prior CFO, Mr. Mason assumed the role of interim CFO of the
Shoes Private Companies. Due in part to an increasing competitive
landscape, the Shoes Private Companies became insolvent, and were
not believed to be financeable. The boards of directors of the
Shoes Private Companies determined that the interests of
stakeholders would be best protected by placing the Shoes Private
Companies into receivership in February 2017. Mr. Mason resigned as
interim CFO and director of the Shoes Private Companies in February
2017.
Mr.
Mason was a director of Red Eagle Mining Corporation
(“Red Eagle
Mining”), a TSX-listed company, from January 1, 2010
until his resignation on June 22, 2018. Thereafter, on November 9,
2018, the secured lenders gave default notice and a demand letter
under the secured credit facility and advised of their intention to
appoint FTI Consulting as receiver over Red Eagle Mining’s
assets. Red Eagle Mining had negotiated a restructuring, announced
August 24, 2018, under which the secured lenders would write off a
significant part of their debt to enable Red Eagle Mining to
recommence operations, but the restructuring was contingent upon a
US$38 million equity financing from Annibale SAC, personally
guaranteed by its principal Fernando Palazuelo. Annibale defaulted
on that commitment and, as a result, the restructuring could not
proceed.
Conflicts of Interest
Directors
and officers of Fury Gold are also directors, officers, and/or
promoters of other reporting and non-reporting issuers which raises
the possibility of future conflicts in connection with property
opportunities which they may become aware of and have a duty to
disclose to more than the issuer on whose board they serve. This
type of conflict is common in the junior resource exploration
industry and is not considered an unusual risk. Conflicts, if any,
will be subject to the procedures and remedies provided under the
BCBCA.
It is
proposed that Deloitte LLP, Chartered Professional Accountants, of
939 Granville Street, Vancouver, British Columbia, Canada, V6Z 1L3,
the current auditor of the Company, be appointed as auditor of the
Company to hold office until the close of the next annual meeting
of Shareholders, or until a successor is appointed, and that the
directors be authorized to fix the auditor’s renumeration.
The audit committee has
recommended to the Board, and the Board has approved, the
nomination of Deloitte LLP for such appointment. Deloitte LLP has
been the auditor of the Company since 2015.
Deloitte
LLP is independent with respect to the Company within the meaning
of the Code of Professional Conduct of the Chartered Professional
Accountants of British Columbia and within the applicable rules and
regulations of the Securities and Exchange Commission
(“SEC”) and the Public Company Accounting
Oversight Board (United States).
Audit Committee and Relationship with Auditor
Under
National Instrument 52-110 Audit
Committees (“NI
52-110”), the Company is required to including
information regarding its Audit Committee in its annual information
form (“AIF”).
The AIF is available on SEDAR at www.sedar.com and contains
information concerning the Audit Committee, including the text of
the Audit Committee Charter. The Charter of the Audit Committee can
also be viewed at https://www.furygoldmines.com/corporate/corporate
-governance-1/.
12
The
Company wishes to amend the Company’s current Articles in
accordance with the provisions of the BCBCA, the Company’s
governing statute, to provide for communications with Shareholders
using the notice-and-access provisions of applicable securities law
(“Notice-and-Access”).
Background
In late
2012, the Canadian Securities Administrators adopted amendments to
NI 54-101 and National Instrument 51-102 Continuous Disclosure Obligations to provide
eligible reporting issuers with a voluntary notice-and-access
mechanism, enabling such issuers to effectively deliver
proxy-related materials to registered and beneficial owners of
securities without the need to physically mail the materials. Under
Notice-and-Access, reporting issuers may forgo mailing
proxy-related materials to Shareholders if such materials are
posted to SEDAR and a website other than SEDAR, provided that
Shareholders are appropriately notified.
Presently,
the Articles do not allow for delivery of information to registered
Shareholders by the means contemplated by Notice-and-Access.
Therefore, the Company proposes to modify the Articles to permit
communications with Shareholders via Notice-and-Access. The Company
believes that updating the Articles to permit electronic delivery
via Notice-and-Access may result in cost savings for the Company,
higher Shareholder engagement, and will modernize the
Company’s current Articles to better align with legal and
regulatory developments. The full text of the Notice-and-Access
provisions is attached hereto as Schedule A.
Special Resolution to Approve the Amendment to the
Articles
The
special resolution approving the amendment to the Articles must be
passed by not less than 66 2/3% of the votes cast by Shareholders
who are entitled to vote and are present virtually in person or by
proxy at the Meeting. As such, Shareholders at the Meeting will be
asked to consider and, if thought advisable, pass a special
resolution authorizing and approving the amendment to the Articles
(the “Articles Amendment
Resolution”), as follows:
“BE
IT RESOLVED, by way of special resolution that:
1.
The Articles of
Fury Gold Mines Limited (the “Company”) be amended by (a)
replacing the period at the end of paragraph (e) of Article 23.1
– Method of Giving
Notice and replacing it with “; and” and
(b) adding a new paragraph (f) to Article 23.1 in the form set
out in Schedule A to the management information circular of the
Company dated May 21, 2021 in respect of the annual general and
special meeting of Shareholders of the Company held on June 24,
2021.
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 all such
documents, instruments, and assurances as in the opinion of such
director or officer may be necessary or desirable to give effect to
the foregoing resolutions.”
THE BOARD RECOMMENDS YOU VOTE “FOR” THE ARTICLES
AMENDMENT RESOLUTION. UNLESS OTHERWISE INSTRUCTED, THE PROXIES
SOLICITED BY MANAGEMENT WILL BE VOTED “FOR” THE
ARTICLES AMENDMENT RESOLUTION.
13
General
The
Board is committed to sound corporate governance practices and
believes that such practices are in the interests of Shareholders
and help to contribute to effective and efficient
decision-making.
Mandate of the Board of Directors
The
board guidelines are the Board’s formal mandate (the
“Board
Guidelines”) and can be accessed on the
Company’s website at https://www.furygoldmines.com/corporate/corporate-governance-1/
and are attached herein as Schedule B.
The
Board Guidelines mandate the Board to:
(a)
assume
responsibility for the overall stewardship and development of the
Company and the monitoring of its business decisions;
(b)
identify the
principal risks and opportunities of the Company’s business
and ensure the implementation of appropriate systems to manage
these risks;
(c)
oversee ethical
management and succession planning, including appointing, training,
and monitoring of senior management and directors; and
(d)
oversee the
integrity of the Company’s internal financial controls and
management information systems.
Board of Directors and Board Committees
The
Board is responsible for corporate governance and establishes the
overall policies and standards of the Company. The Board meets on a
regularly scheduled basis. In addition to these meetings, the
directors are kept informed of the Company’s operations
through reports and analyses by, and discussions with,
management.
The
governance policies include written charters for each of the Board
committees and include a Code of Business Conduct and Ethics (the
“Code of
Ethics”), policies dealing with the issuance of news
releases, and also disclosure documents. The Company’s Code
of Ethics provides a framework for undertaking ethical conduct in
employment, and pursuant to the Code of Ethics, the Company will
not tolerate any form of discrimination or harassment in the
workplace.
Composition of the Board
Regulatory
policies require that a listed issuer’s board of directors
determine the status of each director as independent or not, based
on each director’s interest in or other relationship with,
the Company. Such policies recommend that a board of directors be
constituted with a majority of directors who qualify as independent
directors (as defined below). A board of directors should also
examine its size with a view to determining the impact of the
number of directors upon its effectiveness and should implement a
system enabling an individual director to engage an outside advisor
at the expense of the corporation in appropriate circumstances. The
Company has policies that allow for retention of independent
advisors by members of the Board when they consider it
advisable.
A
director is “independent” if he or she does not have,
directly or indirectly, a financial, legal, or other relationship
with the Company that would interfere with his or her exercise of
independent judgment. Generally speaking, a director is independent
if he or she is free from any employment, business, or other
relationship which could, or could reasonably be expected to,
materially interfere with the exercise of the director’s
independent judgment.
14
The
Board is proposing seven (7) nominees for election to the office of
director, all of whom are currently Board members and of whom five
(5) (or 71%) are considered independent directors. The independent
nominees are Jeffrey R. Mason, Steve Cook, Michael Hoffman, Saga
Williams, and Forrester A. Clark. The non-independent members of
the Board are Ivan Bebek, who is the Chair of the Board of the
Company, and Michael Timmins, who is the President and CEO of the
Company. Since the Chair of the Board is not independent, the Board
recognizes that strong representation by independent directors is
important to ensuring the Company continues to have an effective
Board. To that end, the Board appointed Mr. Jeffrey R. Mason as
lead director, and all members of the Audit Committee and the
Nominating, Compensation and Governance Committee are independent
directors.
The
Board monitors the activities of senior management through regular
meetings and discussions amongst the Board members, and between the
Board and senior management. The Board is of the view that the
communication between senior management, members of the Board, and
Shareholders is open and transparent. Subsequent to October 9,
2020, meetings of the independent directors were held after each
board meeting. In addition, prior to that date and continuing
thereafter, communication among this group occurs on an ongoing
basis and as needs arise from regularly scheduled meetings of the
Board or otherwise. The number of these meetings has not been
recorded but it would be less than five (5) in the fiscal year that
commenced on January 1, 2020. The Board also encourages independent
directors to bring up and discuss any issues or concerns, and the
Board is advised of and addresses any such issues or concerns
raised thereby. The Board believes that adequate structures and
processes are in place to facilitate the functioning of the Board
with a sufficient level of independence from the Company’s
management. The Board is satisfied with the integrity of the
Company’s internal control and financial management
information systems.
Other Directorships
The
directors currently serving on boards of other reporting issuers
(or equivalent) are set out below:
|
Name of Director
|
Name of Reporting Issuer
|
Exchange
|
|
Ivan
Bebek
|
Torq
Resources Inc.
Sombrero
Resources Inc.
Tier
One Silver Inc.
|
TSXV,
OTCQX
Not
exchange listed
Not
exchange listed
|
|
Michael
Timmins
|
Excellon
Resources Inc.
|
TSX,
NYSE American
|
|
Jeffrey
R. Mason
|
Torq
Resources Inc.
Wildpack
Beverage Inc.
Sombrero
Resources Inc.
Tier
One Silver Inc.
|
TSXV,
OTCQX
TSXV
(Listed May 20, 2021)
Not
exchange listed
Not
exchange listed
|
|
Steve
Cook
|
Torq
Resources Inc.
LaSalle
Exploration Corp.(1)
Sombrero
Resources Inc.
Tier
One Silver Inc.
|
TSXV,
OTCQX
TSXV
Not
exchange listed
Not
exchange listed
|
|
Michael
Hoffman
|
1911
Gold Corporation
Velocity
Minerals Ltd.
|
TSXV
TSXV
|
Note:
(1)
Mr. Steve Cook will not be standing for re-election as a board
director of LaSalle Exploration Corp. at that company’s next
annual general meeting to occur in 2021.
15
Committees of the Board
The
Board has established an Audit Committee, an Indigenous and
community relations committee (“Indigenous and Community Relations
Committee”), a nominating, compensation and governance
committee (“Nominating,
Compensation and Governance Committee”), and a joint
Board/management technical, safety and risk management committee
(“Technical, Safety and Risk
Management Committee”). The Technical, Safety and Risk
Management Committee is comprised of three (3) directors, Michael
Timmins, Michael Hoffman and Steve Cook, and the Company’s
Senior Vice President, Exploration (“SVP, Exploration”), Michael
Henrichsen.
Audit Committee
Composition of the Audit Committee
The
Audit Committee has the following members: Steve Cook (Chair),
Jeffrey R. Mason, and Forrester A. Clark.
The
function of the Audit Committee is to: (a) meet with the financial
officers of Fury Gold and its independent auditor to review matters
affecting financial reporting, the system of internal accounting
and financial controls and procedures, and the audit procedures and
audit plans; (b) appoint the auditor, subject to Shareholder
approval; and (c) review and recommend to the Board for approval
Fury Gold’s financial statements and certain other documents
required by regulatory authorities.
All
members of the Audit Committee are independent and financially
literate within the meaning of such terms in NI 52-110. None
of the members of the Audit Committee was, during the most recently
completed fiscal year of the Company, an officer or employee of the
Company or any of its subsidiaries. Upon joining the Board on March
16, 2021, Forrester A. Clark also joined the Audit Committee,
replacing Blair Schultz.
The
Company refers reader to its AIF, dated March 31, 2021, which is
available under the Company’s SEDAR profile on www.sedar.com
for current information concerning the Audit
Committee.
Indigenous and Community Relations Committee
Composition of the Indigenous and Community Relations
Committee
The
Indigenous and Community Relations Committee has the following
members: Saga Williams (Chair), Ivan Bebek, Steve Cook, and Michael
Hoffman.
The
function of the Indigenous and Community Relations Committee is to
provide oversight and direction to the Company in relation to the
establishment and cultivation of respectful and positive
relationships with Indigenous and local communities and to ensure
that management adheres to the set-out values and social
expectations. The Indigenous and Community Relations Committee
supports management to identify partnerships and create mutually
beneficial opportunities to advance the Company’s objectives
around corporate social responsibility. Further, the Indigenous and
Community Relations Committee will assess and make recommendations
regarding education opportunities, investments, and community
initiatives to the Board pertaining to Indigenous and local affairs
and investments.
Other
than Ivan Bebek, the members of the Indigenous and Community
Relations Committee are independent.
Nominating, Compensation and Governance Committee
Composition of the Nominating, Compensation and Governance
Committee
The
Nominating, Compensation and Governance Committee has the following
members: Jeffrey R. Mason (Chair), Michael Hoffman, and Saga
Williams.
The Nominating, Compensation and Governance Committee
follows both the mandate of the Charter of the Governance and
Nominating Committee and the Compensation Committee Charter, both
of which are included in the Company’s corporate governance
material, which is posted on the Company’s website at
https://www.furygoldmines.com/corporate/corporate-governance-1/.
16
All
members of the Nominating, Compensation and Governance Committee
are independent in accordance with applicable securities laws. None
of the members of the Nominating, Compensation and Governance
Committee were, during the most recently completed fiscal year of
the Company, an officer or employee of the Company or any of its
subsidiaries. Upon joining the Board, Michael Hoffman and Saga
Williams were appointed to the Nominating, Compensation and
Governance Committee, replacing Steve Cook and Gordon Fretwell,
effective October 9, 2020.
Nominating and Governance Committee Charter
●
The functions of
the Nominating, Compensation and Governance Committee fall under
the Nominating and Governance Committee Charter and are to provide
a focus on governance that will enhance the Company’s
performance, to assess and make recommendations regarding the
effectiveness of the Board, and to establish and lead the process
for identifying, recruiting, appointing, re-appointing, and
providing ongoing development for directors.
●
The Company has
formal procedures for assessing the effectiveness of Board
committees as well as the Board as a whole. This function is
carried out annually under the direction of the Nominating,
Compensation and Governance Committee and those assessments are
then provided to the Board.
●
The Nominating,
Compensation and Governance Committee is responsible for developing
and recommending to the Board the Company’s approach to
corporate governance and assists members of the Board in carrying
out their duties. The Nominating, Compensation and Governance
Committee also reviews all new and modified rules and policies
applicable to governance of listed corporations to ensure that the
Company remains in full compliance with such requirements as are
applicable.
●
In exercising its
nominating function, the Nominating, Compensation and Governance
Committee evaluates and recommends to the Board the size of the
Board and certain persons as nominees for the position of director
of the Company.
Compensation Committee Charter
●
The function of the
Nominating, Compensation and Governance Committee under the
Compensation Committee Charter is to consider the terms of
employment of the CEO, CFO and other executive officers, and to
consider the Company’s general compensation policy and its
policy for granting awards under Fury Gold’s share option
plan, which was approved by Shareholders on October 5, 2020
(“Option
Plan”).
●
The Nominating,
Compensation and Governance Committee functions include: the annual
review of compensation paid to the Company’s executive
officers and directors, the review of the performance of the
Company’s executive officers, and the task of making
recommendations on compensation to the Board.
●
The Nominating,
Compensation and Governance Committee also periodically considers
the grant of Options. Options have been granted to the executive
officers, directors, and certain other service providers taking
into account competitive compensation factors and the belief that
Options help align the interests of executive officers, directors,
and service providers with the interests of
Shareholders.
17
Technical, Safety and Risk Management Committee
Composition of the Technical, Safety and Risk Management
Committee
The
Technical, Safety and Risk Management Committee has the following
members: Michael Hoffman (Chair), Michael Timmins, Steve Cook, and
Michael Henrichsen, SVP, Exploration, for the Company as a
representative from management.
The
function of the Technical, Safety and Risk Management Committee is
to analyze, consider, and develop recommendations to the Board
regarding the technical mission and future direction of the Company
over the next five (5) years, and to develop an ongoing process for
the review and revision of these recommendations. The Technical,
Safety and Risk Management Committee may also act on behalf of the
Board with respect to analyzing any specific technical decisions
and make recommendations to the Board.
Director Evaluations
To
supplement Board succession planning and its efforts to ensure
Board renewal, the Nominating, Compensation and Governance
Committee carries out an annual assessment of the Board members and
the various committees in order to assess the overall effectiveness
of the Board.
The
evaluation process assists the Board in:
●
assessing its
overall performance and measuring the contributions made by the
Board as a whole and by each committee;
●
evaluating the
mechanisms in place for the Board and each committee to operate
effectively and make decisions in the best interests of the
Company;
●
improving the
overall performance of the Board by assisting individual directors
to build on his or her strengths;
●
identifying gaps in
skills and educational opportunities for the Board and individual
directors in the coming year; and
●
developing the
Board’s succession plan and recruitment efforts.
The
Nominating, Compensation and Governance Committee annually reviews
the adequacy of the evaluation process and recommends any changes
to the Board for approval. Each director completes certain surveys
and provides suggestions for improvement regarding the
effectiveness of the Board and each committee of the Board of which
each director is a member, including their processes and their
relationship with management. This assessment process also assists
the Nominating, Compensation and Governance Committee in
determining the financial literacy of each director and topics for
continuing education.
Director Term Limits
The
Company has not adopted term limits or other mechanisms to force
Board renewal. Given the normal process of annual elections of
individual directors by the Shareholders and the fact that
individual directors also undertake annual director assessments,
the Board has determined that term limits or a mandatory retirement
is not required. Directors who have served on the Board for an
extended period of time are in a unique position to provide
valuable insight into the operations and future of the Company
based on their experience with the Company’s history,
performance, and objectives. From time to time, Board renewal is
facilitated by introducing new director appointments to the Board
with fresh perspectives to facilitate a balance between Board
refreshment and continuity.
18
The
Company has welcomed four (4) new directors to the Board, three (3)
of whom joined the Board in 2020 in connection with the
Company’s acquisition of Eastmain and the accompanying
spin-out of the Company’s Peruvian assets, and one (1) of
whom was appointed in March 2021.
Representation of Women on the Board and Senior
Management
The Company adopted a diversity policy on November 14, 2018, and
amended it February 18, 2021 (as so amended, the
“Diversity
Policy”). The
Diversity Policy outlines the Company’s commitment to
diversity, which includes, but is not limited to, business
experience, education, geography, age, gender, ethnicity, and
Indigenous peoples. The
Diversity Policy provides, among other things, that the Board
should appoint a certain number of women directors to the Board to
encourage a diversity of experience and backgrounds in Board
members. Diversity promotes the inclusion of different perspectives
and ideas, mitigates against group think, and ensures that the
Company has the opportunity to benefit from all available talent.
The Board believes that the promotion of a diverse Board makes
prudent business sense and promotes better corporate
governance.
Annually,
the Company’s Nominating, Compensation and Governance
Committee conducts a review of the Diversity Policy and reports to
the Board on its effectiveness in promoting a diverse board of
directors, which includes an appropriate number of women directors.
In connection with such review, the Nominating, Compensation and
Governance Committee recommends to the Board any changes that it
thinks appropriate. The Nominating, Compensation and Governance
Committee is responsible for reviewing the Company’s public
disclosure with respect to diversity.
In
furtherance of gender diversity, the Company has set a target of
doubling to two (2) Board members who are women on or before Fury
Gold’s 2022 annual general meeting. Currently, the Board has
one (1) female director, Saga Williams, representing 14% of the Board, who was appointed
to the Board in October 2020.
In
considering potential candidates for executive appointments, Fury
Gold identifies talent available internally and externally, and the
core competencies and characteristics that are desired for
promotion to higher levels within the organization. The Board does
not set specific gender representation targets when identifying and
considering candidates for executive positions, although diversity,
including, but not limited to, gender, Indigenous peoples, persons
with disabilities, and members of visible minorities, is considered
in identifying the group of top talent candidates.
On
October 15, 2020, the Board appointed Dr. Lynsey Sherry as CFO of
the Company, effective November 9, 2020, replacing Ms. Stacy Rowa
who had been appointed as CFO by the Company, effective April 1,
2019. Ms. Elizabeth Senez was appointed as Interim CFO for the term
of Ms. Rowa’s maternity leave, effective July 2020.
Currently, two (2) executive officers
of the Company are women—Dr. Lynsey Sherry, CFO, and Ms.
Salisha Ilyas, Vice President, Investor Relations (“VP,
Investor Relations”)—representing 40% of the
Company’s executive officers.
Position Descriptions
The
Board has adopted written Board Guidelines that set out limits to
management’s responsibilities. In the management of the
Company, any responsibility which is not delegated to senior
management or to a Board committee remains with the full Board. The
Board has also adopted written position descriptions for the Chair
of the Board, the Chair of each Board committee, the CEO, and the
CFO.
19
Director Meeting Attendance Record
The
following table sets forth the record of attendance of each Board
member to the Board and Committee meetings during the year ended
December 31, 2020 during the period for which they served as
directors of the Company:
|
|
Board Committee
|
|||||||
|
Director
|
Board of Directors
|
Audit
|
Indigenous and Community Relations
(4)
|
Nominating, Compensation and Governance
(6)
|
Technical, Safety and Risk Management
(4)
|
Compensation
(6)
|
Nominating and Governance
(6)
|
Mergers and Acquisitions (5)
|
|
Current Directors
|
||||||||
|
Ivan
Bebek
|
12/12
|
-
|
1/1
|
-
|
-
|
-
|
-
|
-
|
|
Michael Timmins(1)
|
4/4
|
-
|
-
|
-
|
1/1
|
-
|
-
|
-
|
|
Jeffrey
R.Mason
|
12/12
|
4/4
|
-
|
1/1
|
-
|
1/1
|
3/3
|
14/14
|
|
Steve
Cook
|
12/12
|
4/4
|
1/1
|
-
|
1/1
|
1/1
|
2/2
|
14/14
|
|
Michael Hoffman(1)
|
4/4
|
-
|
1/1
|
1/1
|
1/1
|
-
|
-
|
-
|
|
Saga Williams(1)
|
4/4
|
-
|
1/1
|
1/1
|
-
|
-
|
-
|
-
|
|
Forrester A. Clark(2)
|
0/0
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Former Directors
|
||||||||
|
Blair Schultz(1)
|
4/4
|
1/1
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Shawn Wallace(3)
|
8/8
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Gordon Fretwell(3)
|
7/8
|
3/3
|
-
|
-
|
-
|
1/1
|
2/2
|
14/14
|
|
Antonio Arribas(3)
|
8/8
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Michael Kosowan(3)
|
8/8
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Notes:
(1)
Mr. Timmins, Mr. Hoffman, Ms. Williams, and Mr. Schultz became
directors of the Company on October 9, 2020. Mr. Schultz ceased to
be a director effective March 16, 2021.
(2)
Mr. Clark was appointed as a director effective March 16,
2021.
(3)
Mr. Wallace, Mr. Fretwell, Mr. Arribas, and Mr. Kosowan ceased to
be directors on the closing of the Transaction, on October 9,
2020.
(4)
The Technical, Safety and Risk Management Committee and the
Indigenous and Community Relations Committee were formed on October
15, 2020.
(5)
The Board approved the formation of the Mergers and Acquisitions
Committee effective June 15, 2020. The Mergers and Acquisition
Committee’s process included many informal discussions among
Committee members and formal meetings as noted in the above table.
The Committee was dissolved shortly after the successful completion
of the Transaction.
(6)
The Board consolidated the Compensation Committee and the
Nominating and Governance Committee, effective October 15,
2020.
Orientation and Continuing Education
The
Board and the Company’s senior management conducts
orientation programs for new directors as soon as possible after
their appointment on election as directors. The orientation
programs include presentations by management to familiarize new
directors with the Company’s projects and strategic plans,
its significant financial, accounting, and risk management issues,
its compliance programs, its Code of Ethics, its principal
officers, its internal and independent auditors, and its outside
legal advisors. In addition, the orientation programs include a
review of the Company’s expectations of its directors in
terms of time and effort, a review of the directors’
fiduciary duties, and, where applicable, visits to Company
headquarters and, to the extent practical, the Company’s
significant facilities.
To
enable each director to better perform his or her duties and to
recognize and deal appropriately with issues that arise, the
Company will provide the directors with appropriate education
programs and/or suggestions to undertake continuing director
education, the cost of which will be borne by the
Company.
20
Ethical Business Conduct
The
Board has adopted a Code of Ethics, a copy of which is available on the
Company’s website at https://www.furygoldmines.com/corporate/corporate-governance-1/.
It is the Board’s responsibility to oversee compliance with
the Code of Ethics. The Board has implemented an annual procedure
whereby directors, officers, and employees of the Company sign off
on and certify that they have read and understand the Code of
Ethics and that they are unaware of any violation thereof. Any
change in or waiver of any provision of the Code of Ethics shall
require approval of the applicable Board committee and shall be
publicly disclosed in the time period and manner as required by law
or regulation.
The
Board also believes that the fiduciary duties placed on individual
directors by the Company’s governing corporate policies and
the common law, and the restrictions placed by applicable corporate
legislation on an individual directors’ participation in
decisions of the Board in which the director has an interest, have
been sufficient to ensure the Board operates independently of
management and in the best interests of the Company.
Nomination of Directors
The
Board considers its size each year when it considers the number of
directors to recommend to Shareholders for election at the annual
general meeting, taking into account the number required to carry
out the Board’s duties effectively and to maintain a
diversity of views and experience. See “Nominating, Compensation and Governance
Committee” above.
Assessments
The
Board monitors the adequacy of information given to directors,
communication between the Board and management, and the strategic
direction and processes of the Board and its committees. The
Nominating, Compensation and Governance Committee oversees an
annual formal assessment of the Board and its four (4) main
committees namely the Audit Committee, the Nominating, Compensation
and Governance Committee, Indigenous and Community Relations
Committee, and the Technical, Safety and Risk Management Committee.
The Board completed self-assessments of their performance during
the most recent fiscal year ended December 31, 2020. They are
satisfied with the overall project and corporate achievements of
the Company and believe this reflects well on the Board and its
practices.
Majority Voting Policy
The
Board believes that each of its members should carry the confidence
and support of its Shareholders. To this end, on April 12, 2017,
the Board adopted a majority voting policy for the election of
directors (the “Majority
Voting Policy”). The Majority Voting Policy provides
that if a nominee for election as director receives a greater
number of “withheld” votes than “for”
votes, that nominee will tender a resignation to the Chair of the
Board following the meeting of Shareholders at which the director
is elected. The Board will consider the offer of resignation and
announce its decision on whether to accept it in a press release
within 90 days following the Shareholder meeting.
In its
deliberations, the Board will consider all factors it deems
relevant including any stated reasons why Shareholders
“withheld” votes from the election of that director;
the length of service and the qualifications of the director; the
director’s contributions to the Company; the effect such
resignation may have on the Company’s ability to comply with
any applicable governance rules and policies and the dynamics of
the Board; and whether the resignation would be in the best
interests of the Company. The Board will be expected to accept the
resignation except in situations where extenuating circumstances
would warrant the director to continue to serve.
This
Majority Voting Policy only applies in circumstances involving an
uncontested election of directors, being those where the number
of director nominees is the same as
the number of directors to be elected to the Board. This
Majority Voting Policy is now part of
the governance policies on the Company’s website at
https://www.furygoldmines.com/corporate/corporate-governance-1/.
21
Corporate Disclosure Policies
Fury Gold adheres to a comprehensive disclosure policy, as amended
January 12, 2021 and an insider trading policy, as amended April
15, 2021 (collectively, the “Disclosure
Policies”),
that govern communication and information management by Company
personnel. The Disclosure Policies set out specific procedures for
reviewing and approving the dissemination of company information to
the public. The Company has a management disclosure committee that
is responsible for the administration of the Policies and its
compliance with legal statutes, policies, and procedures regarding
disclosure of Company information.
The Disclosure Policies include, but is not limited to, the
following basic elements:
●
Confidentiality: In carrying out the
Company’s business activities, employees, officers, and
directors often learn confidential or proprietary information about
the Company, suppliers, or joint venture parties. Confidentiality
of such information must be respected except when disclosure is
authorized or legally mandated. Confidential or proprietary
information includes any non-public information that would be
harmful to the Company, useful or helpful to competitors if
disclosed, or would provide unfair advantage within the capital
markets.
●
Securities Law and Insider Trading:
Fury Gold complies with all applicable securities laws and
regulations to ensure that material non-public information
(“Inside
Information”) is disclosed using proper authority and
in accordance with the law. Only those personnel who have a need to
know receive Inside Information before it is released to the
public. Company insiders must not use Inside Information for
personal profit and must not take advantage of Inside Information
by trading or providing Inside Information to others to trade in
the securities of the Company.
Named Executive Officers
In this
section “Named Executive Officer” or “NEO”
means the CEO as at December 31, 2020, the CFO as at December 31,
2020, each individual who served as CEO or CFO of the Company
during the fiscal year ended December 31, 2020, and each of the
three (3) most highly compensated executive officers, other than
the CEO and CFO, who were serving as executive officers at the end
of the most recently completed fiscal year and whose total
compensation in 2020 exceeded $150,000, and any other individuals
for whom disclosure would have been provided except that the
individual was not serving as an officer of the Company at the end
of the most recently completed fiscal year. As a result of the
Transaction, there were significant in the executive ranks of the
Company during 2020.
Current Officers
Michael
Timmins, President and CEO, Lynsey Sherry, CFO, Michael Henrichsen,
SVP, Exploration, Salisha Ilyas, VP, Investor Relations, and Bryan
Atkinson, Vice President, Project Development (“VP, Project
Development”).
Former Officers
Ivan
Bebek, currently the Chair of the Board, served as Executive Chair
until the closing of the Transaction on October 9, 2020. Shawn
Wallace was the CEO of the Company until the closing of the
Transaction. Stacy Rowa served as CFO of the Company until June 30,
2020, when she commenced a maternity leave. Elizabeth Senez served
as interim CFO from July 1, 2020 until November 9,
2020. David Smithson
served as Vice President, Exploration until October 9, 2020. Mr.
Wallace, Mr. Smithson, and Ms. Senez remained as advisors to the
Company, subsequent to their resignations, effective November 9,
2020.
22
Officers of Eastmain
Blair
Schultz, Joseph Fazzini, and Manuel Ng Lai served as interim CEO,
CFO and Vice President, Corporate Development (“CFO and VP,
Corporate Development”), and Project Engineer,
respectively, prior to the closing of the Transaction.
Compensation Discussion and Analysis
The
Board assumes responsibility for reviewing and monitoring the
long-range compensation strategy for the senior management of the
Company although the Nominating, Compensation and Governance
Committee advises and guides the Board in this role. The
Company’s Nominating, Compensation and Governance Committee
receives and reviews independent competitive market information on
compensation levels for executives as well as their
performance.
The
Board assesses the Company’s compensation plans and programs
for its executive officers to ensure alignment with the
Company’s business plan and to evaluate the potential risks
associated with those plans and programs. The Board has concluded
that the compensation policies and practices do not create any
risks that are reasonably likely to have a material adverse effect
on the Company. The Board considers the risks associated with
executive compensation and corporate incentive plans when designing
and reviewing such plans and programs.
Philosophy and Objectives
The
Company’s senior management compensation program is designed
to ensure that the level and form of compensation achieves certain
objectives including:
(a)
attracting and
retaining talented, qualified, and effective
executives;
(b)
motivating the
short-term and long-term performance of these executives;
and
(c)
aligning their
interests with those of the Company’s
Shareholders.
In
compensating its senior management, the Company employs a
combination of base salary, bonus compensation, and equity
participation through its Option Plan.
Base Salary
In the
Board’s view, paying base salaries or fees competitive in the
markets in which the Company operates is a first step in attracting
and retaining talented, qualified, and effective executives.
Competitive salary information on comparable companies within the
industry is compiled from a variety of sources including surveys
conducted by independent consultants and national and international
publications. Comparable companies include, but are not limited
to: Prime Mining Corp.;
Falco Resources Ltd.; Anaconda Mining Inc.; Osino Resources
Corporation; Minera Alamos Inc.; Probe Metals Inc.; Spot Gold;
Galway Metals Inc.; Orezone Gold Corporation; Lumina Gold Corp.;
Corvus Gold Inc.; Belo Sun Mining Corp.; Chesapeake Gold Corp.; O3
Mining Inc.; Gold Standard Ventures Corp.; Integra Resources Corp.;
International Tower Hill Mines Ltd.; and Amex Exploration Inc. The
Company’s peer group was determined by identifying other
mining issuers listed on both the TSX and the NYSE American with
comparable market capitalizations and businesses.
Bonus Incentive Compensation
The
Company’s objective in implementing bonus incentive
compensation is to achieve certain strategic objectives and
milestones by motivating the short-term and long-term performance
of its senior management. The Board will consider executive bonus
compensation dependent upon the Company meeting those strategic
objectives and milestones and sufficient cash resources being
available for the granting of bonuses. The Board approves executive
bonus compensation based on recommendations of the Nominating,
Compensation and Governance Committee. Amounts recommended by the
Nominating, Compensation and Governance Committee and approval by
the Board are entirely at their discretion based on performance
assessments.
23
Bonus
incentive compensation recognized during the fiscal year ended
December 31, 2020 was related to: a) the Company’s and the
executive’s performance during the current year; and b)
certain bonuses payable in respect of the successful completion of
the Transaction. A summary of this has been included under the
“Summary Compensation
Table” below.
Equity Participation
The
Company believes that encouraging its executives and employees to
become Shareholders is the best way of aligning their interests
with those of its Shareholders. Equity participation is
accomplished through the Company’s Option Plan. Options to
purchase Common Shares in the Company are granted to executives and
employees taking into account a number of factors including, but
not limited to, the number and term of Options previously granted,
base salary and bonuses, and competitive factors. The number and
terms of Option grants are reviewed and recommended by the
Nominating, Compensation and Governance Committee and determined by
the sole discretion of the Board.
Given
the evolving nature of the Company’s business as a mineral
exploration and development company, the Board periodically reviews
and as necessary redesigns the overall compensation plan for senior
management to continue to address the objectives identified
above.
Option-based Awards
The
Company’s current Option Plan was adopted by the Board and
approved by Shareholders on October 5, 2020, and provides incentive
to directors, management, employees, and certain other service
providers of the Company to acquire an equity interest in the
Company. Thus, it encourages the alignment of interests of
management with Shareholders and fosters management’s
continued association with the Company.
The
only long-term or equity incentives which the Company uses are
Options pursuant to the Option Plan. The Board and/or the
Nominating, Compensation and Governance Committee authorizes the
grant of Options to directors, management, employees, and service
providers, and Options are generally granted annually, as well as
at other times of the year, to individuals who are commencing
employment with the Company. Option exercise prices are set in
accordance with TSX rules and are based on the five-day volume
weighted average price prior to the date of grant. Options are
granted taking into account a number of factors including, but not
limited to, the number and term of Options previously granted, base
salary and bonuses, and competitive factors. Options vest on terms
established by and recommended by the Nominating, Compensation and
Governance Committee to the Board. See disclosure under
“Securities Authorized for
Issuance under Equity Compensation Plans” for material
terms of the Option Plan.
General
The
Nominating, Compensation and Governance Committee considered the
implications of the risks associated with the Company’s
compensation policies and practices and concluded that, given the
nature of the Company’s business and the role of the
Nominating, Compensation and Governance Committee in overseeing the
Company’s executive compensation practices, the compensation
policies and practices do not serve to encourage any NEO or
individual at a principal business unit or division to take
inappropriate or excessive risks, and no risks were identified
arising from the Company’s compensation policies and
practices that are reasonably likely to have a material adverse
effect on the Company.
There
is a restriction on NEOs or directors regarding the purchase of
financial instruments including prepaid variable forward contracts,
equity swaps, collars, or units of exchange funds that are designed
to hedge or offset a decrease in market value of equity securities
granted as compensation or held, directly or indirectly, by the NEO
or director. For the year ended December 31, 2020, no NEO or
director, directly or indirectly, employed a strategy to hedge or
offset a decrease in market value of the Company’s equity
securities granted as compensation or held.
24
Performance Graph
The
following graph compares the cumulative Shareholder return on an
investment of $100 in the Common Shares of the Company for the past
five (5) years on the TSX and TSXV with a cumulative total
Shareholder return on the S&P/TSX Composite Index.
The NEO
compensation for the fiscal year 2021 is expected to differ
substantially from previous years. NEO salaries have generally
increased in line with overall increases in the Company’s
operating activities for the year; however, the 2020 compensation
disclosed herein reflects the short-term effects of the transition
of executive officers and directors of the Company as well as the
corporate complexity due to the completion of the Transaction.
Bonus incentive compensation in 2020 is not comparable to that of
2019 because, in connection with the Transaction, the Company
offered compensation in line with the effort and success of the
strategic pivot of Company resources. At its meeting on December
29, 2020, the Nominating, Compensation, and Governance Committee
made its recommendations to the Board for bonus incentive
compensation for fiscal 2020. There were 2,400,000 Options granted to current and
former Company NEOs during the fiscal year ended December 31, 2020,
while 1,190,000 Options were granted during the fiscal year ended
December 31, 2019. Additionally, pursuant to the Transaction,
441,387 Options were issued to former Eastmain NEOs to replace
Eastmain share options.
Summary Compensation Table
The
compensation earned by the NEOs during the Company’s most
recently completed fiscal years ended December 31, 2020, December
31, 2019, and December 31, 2018, is set out below. There were no
long-term incentive plans or pension value payments paid to NEOs
during these periods. Certain share-based awards were paid to
former Eastmain NEOs, prior to the completion of the Transaction on
October 9, 2020.
It
should be noted that the annual incentive plan amounts are paid in
the year subsequent to the year of evaluation by the Nominating,
Compensation and Governance Committee and as approved by the Board.
Previously, the Company had reported annual incentive plan payments
in the year it was paid to the NEO; however, commencing in 2019,
the Company reported annual incentive plan payments in the year it
was earned by the NEO.
On
October 9, 2020, the Company consolidated the 112,340,434 Common
Shares outstanding as of that date to 75,900,000 Common Shares (the
“Consolidation”)
in accordance with the terms of the Transaction. Shares reserved
under the Company’s equity incentive plans and bonus warrants
outstanding were adjusted to reflect the share Consolidation.
Additionally, pursuant to the terms of the Transaction, the
exercise prices of issued share options prior to October 9, 2020
were adjusted downwards by $0.95, reflecting the fair value of the
Peruvian projects allocated to the Spincos. The exercise price of
each outstanding share option as at October 9, 2020 was
retrospectively adjusted to reflect this change.
25
|
Name and principal position
|
Year
|
Salary
|
Option-based awards
(16)
|
Share-based awards (17)
|
Non-equity incentive plan compensation
(18)
|
All Other compensation
(15)
|
Total compensation
|
|
|
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
Current Officers
|
|||||||
|
Michael Timmins(1)
President and CEO
|
2020
2019
2018
|
81,056
Nil
Nil
|
1,045,000
Nil
Nil
|
Nil
Nil
Nil
|
70,000
Nil
Nil
|
Nil
Nil
Nil
|
1,196,056
Nil
Nil
|
|
Lynsey Sherry(2)
CFO
|
2020
2019
2018
|
35,266
Nil
Nil
|
261,250
Nil
Nil
|
Nil
Nil
Nil
|
10,000
Nil
Nil
|
Nil
Nil
Nil
|
306,516
Nil
Nil
|
|
Michael Henrichsen(3)
SVP, Exploration
|
2020
2019
2018
|
225,834
230,000
230,000
|
313,500
265,352
84,530
|
Nil
Nil
Nil
|
63,333
76,667
57,500
|
Nil
Nil
Nil
|
602,667
572,018
372,030
|
|
Bryan Atkinson(4)
VP, Project Development
|
2020
2019
2018
|
37,220
Nil
Nil
|
156,750
Nil
Nil
|
Nil
Nil
Nil
|
20,000
Nil
Nil
|
Nil
Nil
Nil
|
213,970
Nil
Nil
|
|
Salisha Ilyas(5)
VP, Investor Relations
|
2020
2019
2018
|
20,013
Nil
Nil
|
156,750
Nil
Nil
|
Nil
Nil
Nil
|
5,000
Nil
Nil
|
Nil
Nil
Nil
|
181,763
Nil
Nil
|
|
Former Officers
|
|||||||
|
Ivan Bebek(6)
Former Executive Chairman
|
2020
2019
2018
|
296,950
270,000
270,000
|
313,500
265,352
105,663
|
Nil
Nil
Nil
|
45,000
90,000
67,500
|
Nil
Nil
Nil
|
655,450
625,352
443,163
|
|
Shawn Wallace(7)
Former CEO
|
2020
2019
2018
|
175,779
180,000
225,000
|
313,500
265,352
105,663
|
Nil
Nil
Nil
|
30,000
60,000
45,000
|
Nil
Nil
Nil
|
519,279
505,352
375,663
|
|
Stacy Rowa(8)
Former CFO
|
2020
2019
2018
|
131,008
138,250
121,900
|
Nil
331,689
63,398
|
Nil
Nil
Nil
|
23,042
46,083
7,500
|
Nil
Nil
Nil
|
154,050
516,022
192,798
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and principal position
|
Year
|
Salary
|
Option-based awards
(16)
|
Share-based awards (17)
|
Non-equity incentive plan compensation
(18)
|
All Other compensation
(15)
|
Total compensation
|
|
|
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
Former Officers
|
|||||||
|
Elizabeth Senez(9)
Former Interim CFO
|
2020
2019
2018
|
70,685
Nil
Nil
|
156,750
Nil
Nil
|
Nil
Nil
Nil
|
40,000
Nil
Nil
|
Nil
Nil
Nil
|
267,435
Nil
Nil
|
|
David Smithson(10)
Former VP, Exploration
|
2020
2019
2018
|
181,667
200,000
200,000
|
104,500
225,549
84,530
|
Nil
Nil
Nil
|
43,333
66,667
50,000
|
Nil
Nil
Nil
|
329,500
492,215
334,530
|
|
Former Officers of Eastmain
|
|||||||
|
Blair Schultz(11)(12)
Interim CEO
|
2020
2019
2018
|
72,832
33,800
30,000
|
35,190
Nil
10,560
|
8,969
Nil
Nil
|
200,000
Nil
Nil
|
Nil
Nil
Nil
|
316,991
33,800
40,560
|
|
Joesph Fazzini(13)
CFO and VP, Corporate Development
|
2020
2019
2018
|
166,615
178,694
180,000
|
58,160
11,647
25,167
|
7,875
34,898
40,500
|
Nil
46,530
85,000
|
533,061
Nil
Nil
|
765,711
271,769
330,667
|
|
Manuel Ng Lai(14)
Project Engineer
|
2020
2019
2018
|
143,931
163,031
212,000
|
13,466
4,449
15,878
|
Nil
13,332
Nil
|
Nil
Nil
Nil
|
168,000
Nil
Nil
|
325,397
180,812
227,878
|
27
Notes:
(1)
Mr. Timmins was appointed CEO of the Company effective October 9,
2020.
(2)
Dr. Sherry was appointed CFO of the Company effective November 9,
2020.
(3)
Mr. Henrichsen served as the Chief Operating Officer of the Company
until October 8, 2020; since October 9, 2020, he has served as SVP,
Exploration.
(4)
Mr. Atkinson has served as VP, Project Development of the Company
since October 9, 2020. Mr. Atkinson was previously employed by a
related party, Universal Mineral Services Ltd., in a non-executive
functional role, the compensation disclosure in the above table
includes compensation from the date of hire of Mr. Atkinson by the
Company in an executive role.
(5)
Ms. Ilyas has served as VP, Investor Relations of the Company since
October 9, 2020.
(6)
Mr. Bebek served as Executive Chairman of the Company from June 16,
2016 until completion of the Transaction; since October 5, 2020,
Mr. Bebek has served as Chair of the Board of the Company. Mr.
Bebek’s salary in 2020 includes certain payments made under a
six (6) month transition contract which commenced on October 9,
2020.
(7)
Mr. Wallace served as CEO of the Company until the completion of
the Transaction. Mr. Timmins replaced Mr. Wallace as appointed
President and CEO effective October 9, 2020. Mr. Wallace continued
as a strategic advisor to the Company, subsequent to his
resignation.
(8)
Ms. Rowa was appointed CFO of the Company effective April 1,
2019.
(9)
Ms. Senez served as interim CFO of the Company from July 1, 2020 to
November 9, 2020. Ms. Senez’s salary in 2020 includes certain
payments made under a six (6) month transition contract which
commenced on October 9, 2020.
(10)
Mr. Smithson served as VP, Exploration of the Company until October
9, 2020. Mr. Smithson’s salary in 2020 includes certain
payments made under a six (6) month transition contract which
commenced on October 9, 2020.
(11)
Mr. Schultz served as interim CEO of Eastmain until October 9,
2020.
(12)
Non-equity incentive plan compensation includes a completion bonus
billed from Schultz Capital Inc. on October 9, 2020.
(13)
Mr. Fazzini served as CFO and VP, Corporate Development of Eastmain
until October 9, 2020.
(14)
Mr. Ng Lai served as the Project Engineer of Eastmain, until
October 9, 2020.
(15)
All Other Compensation represents certain termination payments for
Mr. Fazzini and Mr. Ng Lai and consulting fees in respect of a
transitional consulting agreement between the company and Mr.
Fazzini.
(16)
Pursuant to the Transaction, options to acquire Eastmain shares
were replaced with Options.
(17)
The values in this column represent the fair value of shares
granted on the date of vesting. The fair value was determined using
the closing share price on the date of vesting.
(18)
Non-equity incentive plan compensation for 2018 for the Company
represents amounts paid in 2018. Non-equity plan incentive
compensation for 2019 and 2020 of the Company represents
compensation earned in 2019 and 2020, respectively.
28
Incentive Plan Awards
Outstanding Share-based Awards and Option-based Awards
No
share-based awards have been granted to any of the NEOs of the
Company. The following table sets out all option-based awards
outstanding as at December 31, 2020, for each NEO:
|
Option-based Awards
|
||||
|
Name
|
Number of securities underlying unexercised Options(#)
|
Optionexercise price($)
|
Option expiration date(D/M/Y)
|
Value of unexercised in-the-money Options(1)($)
|
|
Current Officers
|
||||
|
Michael Timmins
|
1,000,000
|
2.05
|
20-Oct-25
|
Nil
|
|
Lynsey Sherry
|
250,000
|
2.05
|
20-Oct-25
|
Nil
|
|
Michael Henrichsen
|
300,000
104,722
|
2.05
2.94
|
20-Oct-25
20-Jun-21
|
Nil
Nil
|
|
Bryan Atkinson
|
150,000
54,050
|
2.05
3.82
|
20-Oct-25
10-Jan-22
|
Nil
Nil
|
|
Salisha Ilyas
|
150,000
|
2.05
|
20-Oct-25
|
Nil
|
|
Former Officers
|
||||
|
Ivan Bebek
|
300,000
135,125
135,125
|
2.05
1.95
2.94
|
20-Oct-25
09-Apr-24
20-Jun-21
|
Nil
Nil
Nil
|
|
Shawn Wallace
|
300,000
135,125
|
2.05
2.94
|
20-Oct-25
20-Jun-21
|
Nil
Nil
|
|
Stacy Rowa
|
37,160
|
2.94
|
20-Jun-21
|
Nil
|
|
Elizabeth Senez
|
150,000
|
2.05
|
20-Oct-25
|
Nil
|
|
David Smithson
|
100,000
33,984
135,125
|
2.05
1.15
2.94
|
20-Oct-25
26-Jun-23
20-Jun-21
|
Nil
Nil
Nil
|
Note:
(1)
Based on the closing price of the Common Shares on the TSX on
December 31, 2020 of $1.82.
29
|
Option-based Awards
|
||||
|
Name
|
Number of securities underlying unexercised Options(#)
|
Optionexercise price($)
|
Option expiration date(D/M/Y)
|
Value of unexercised in-the-money Options(1)($)
|
|
Former Officers of Eastmain
|
||||
|
Blair Schultz
|
130,000
58,343
35,006
11,669
8,751
29,171
|
2.05
0.56
0.86
1.54
3.04
5.14
|
20-Oct-25
01-Apr-25
23-Jan-25
18-Sep-23
14-Sep-22
17-Jun-21
|
Nil
73,512
33,606
3,267
Nil
Nil
|
|
Joe Fazzini
|
118,435
15,426
26,254
11,669
20,420
23,337
|
0.86
1.29
1.54
3.04
4.37
5.14
|
23-Jan-25
28-Jan-24
18-Sep-23
14-Sep-22
02-Jan-22
17-Jun-21
|
113,698
8,176
7,351
Nil
Nil
Nil
|
|
Manuel Ng Lai
|
27,421
5,893
17,503
11,669
8,751
11,669
|
0.86
1.29
1.54
3.04
4.37
5.14
|
23-Jan-25
28-Jan-24
18-Sep-23
14-Sep-22
02-Jan-22
17-Jun-21
|
26,324
3,123
4,901
Nil
Nil
Nil
|
Note:
(1)
Based on the closing price of the Common Shares on the TSX on
December 31, 2020 of $1.82.
Incentive Plan Awards – Value Vested or Earned During the
Year
The
following table sets out the value vested or earned under incentive
plans during the fiscal year ended December 31, 2020, for each
NEO:
|
Name
|
Option-based awards – Value vested during the
year($)
|
Non-equity incentive plan compensation – Value earned during
the year($)
|
|
Current Officers
|
||
|
Michael Timmins
|
Nil
|
70,000
|
|
Lynsey Sherry
|
Nil
|
10,000
|
|
Michael Henrichsen
|
139,750
|
63,333
|
|
Bryan Atkinson
|
Nil
|
20,000
|
|
Salisha Ilyas
|
Nil
|
5,000
|
30
|
Name
|
Option-based awards – Value vested during the
year($)
|
Non-equity incentive plan compensation – Value earned during
the year($)
|
|
Former Officers
|
||
|
Ivan Bebek
|
139,750
|
45,000
|
|
Shawn Wallace
|
139,750
|
30,000
|
|
Elizabeth Senez
|
Nil
|
40,000
|
|
Stacy Rowa
|
174,688
|
23,042
|
|
David Smithson
|
118,788
|
43,333
|
|
Former Officers of Eastmain
|
||
|
Blair Schultz
|
2,310
|
200,000
|
|
Joe Fazzini
|
5,198
|
Nil
|
|
Manuel Ng Lai
|
3,465
|
Nil
|
See
“Securities Authorized for
Issuance under Equity Compensation Plans” for further
information on the Company’s Share Option Plan.
Pension Plan
The
Company has no pension plans for its directors, officers, or
employees.
Termination and Change of Control Benefits
Capitalized
terms used but not otherwise defined in this Section
"Termination and Change of Control
Benefits” shall have the meanings ascribed to such
terms in each of the respective employment agreements noted
below.
Each of
Michael Timmins, Lynsey Sherry, Michael Henrichsen, Bryan Atkinson,
Salisha Ilyas, and Stacy Rowa (each an “Executive”) has an Executive
Employment Agreement whereby, in the event the Company experiences
a change of control, such NEO shall have a special right to resign
for good reason at any time within 12 months after a Change in
Control as defined in the relevant employment agreement of the
Company. An NEO sending notice of resignation under this section
must provide one month’s notice of such resignation.
Dependent on the NEO’s role, level of responsibility, and
date of hire, there were three change of control plans in effect as
of December 31, 2020.
In the
event the NEO is terminated without just cause or resignation for
good reason after change in control, within 12 months after a
Change in Control, the Company shall provide the NEO with the
following, with all cash compensation payable within five business
days of the NEO’s last day of work (the “Termination Date”):
31
|
Name
|
Michael Timmins
Lynsey Sherry
|
Bryan Atkinson
Salisha Ilyas
|
Michael Henrichsen
Stacy Rowa
|
|
Salary and Bonus
(less required statutory
deductions)
|
Annual salary and vacation pay earned to Termination Date; and the
aggregate of:
i) 2 years of Annual Compensation(1); and
(ii) a bonus for the year prorated to Termination Date, with
personal or functional performance prorated to the assessed at not
less than target.
|
Annual salary and vacation pay earned to Termination Date; and the
aggregate of:
i) 1 year of Annual Compensation(1); and
(ii) a bonus for the year prorated to Termination Date, with
personal or functional performance prorated to the assessed at not
less than target.
|
Annual salary and vacation pay earned to Termination Date, plus any
expenses not yet reimbursed or other compensation payable at the
Termination Date, and the aggregate of:
i) 2 years of Annual Salary; and
(ii) a bonus for the year prorated to Termination
Date(2).
|
|
Benefits
(excluding Disability Insurance)
|
Continuation of benefits, at cost of Company until the earlier of
24 months from the Termination Date or the NEO obtaining comparable
benefits through other employment
|
Continuation of benefits, at cost of Company until the earlier of
12 months from the Termination Date or the NEO obtaining comparable
benefits through other employment
|
Continuation of benefits, at cost of Company until the earlier of
24 months from the Termination Date or the NEO obtaining comparable
benefits through other employment
|
|
Disability
Insurance
|
Amount equal to 24 months of NEO’s then prevailing
premiums
|
Amount equal to 12 months of NEO’s then prevailing
premiums
|
Amount equal to 24 months of NEO’s then prevailing
premiums
|
|
Options
|
Unvested Option vest immediately; exercisable until earlier of
normal expiry date or 1 year after Termination Date
|
||
|
Placement Services
|
Maximum of $5,000
|
Maximum of $5,000
|
Lesser of 10% of NEO’s annual salary or $25,000
|
Notes:
(1)
“Annual
Compensation” means the sum of: (a) the greater of (i)
the base salary of the Executive, paid or payable by the Company,
calculated as at the end of the month immediately preceding the
month in which insolvency or a Change of Control occurs, and (ii)
the annual base salary of the Executive, paid or payable by the
Company, calculated as at the end of the month immediately
preceding the month in which the Date of Termination occurs; and
(b) an amount equal to the greater of: (i) the average of the
annual bonus paid to the Executive for the previous three years, if
any, or such lesser number of years that the Executive has been
employed by the Company and (ii) 100% of the Executive’s
earned annual performance bonus for the current fiscal year of the
Company.
(2)
If no such amount for the year in which termination occurs has been
established as at the Termination Date, the amount paid as an
incentive bonus for the immediately preceding year shall be
used.
In the
event the triggering event took place on the last business day of
the Company’s most recently completed fiscal year, the
following gross payments would have become payable:
|
Name
|
Gross termination and change of control benefit($)
|
|
Current Officers
|
|
|
Michael Timmins
|
865,000
|
|
Lynsey Sherry
|
525,000
|
|
Michael Henrichsen
|
445,000
|
|
Bryan Atkinson
|
199,500
|
|
Salisha Ilyas
|
185,000
|
|
Former Officers
|
|
|
Stacy Rowa
|
359,450
|
32
Director Compensation
As
compensation during the most recently completed fiscal year ended
December 31, 2020, directors of the Company received option-based
awards and a cash retainer, subsequent to their appointment to the
Board of the Company:
|
Name(1)(2)
|
Fees earned
|
Option-based awards
|
All other compensation
|
Non-equity incentive plan compensation
|
Total
|
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
|
Current Directors
|
|||||
|
Jeffrey R. Mason
|
31,125
|
135,850
|
Nil
|
50,000(2)
|
216,975
|
|
Steve Cook
|
31,500
|
135,850
|
Nil
|
50,000(2)
|
217,350
|
|
Michael Hoffman(3)
|
8,226
|
135,850
|
Nil
|
Nil
|
144,076
|
|
Saga Williams
|
7,851
|
135,850
|
Nil
|
Nil
|
143,701
|
|
Former Directors
|
|||||
|
Blair Schultz(3)
|
7,101
|
135,850
|
Nil
|
Nil
|
142,951
|
|
Michael Kosowan
|
19,345
|
Nil
|
Nil
|
Nil
|
19,345
|
|
Gordon Fretwell
|
23,214
|
Nil
|
Nil
|
50,000(2)
|
73,214
|
|
Antonio Arribas
|
19,345
|
Nil
|
Nil
|
Nil
|
19,345
|
Notes:
(1)
Mr. Timmins and Mr. Bebek are directors of the Company who received
compensation in 2020 for their service as officers of the Company.
See “Statement of Executive Compensation”.
(2)
A completion bonus of $50,000 was paid to each member of the
Mergers and Acquisitions Committee.
(3)
Pursuant to the Transaction, Mr. Hoffman and Mr. Schultz received
84,597 and 142,940 Options, respectively, to replace Eastmain
options held by such individuals.
Incentive Plan Awards – Value Vested or Earned During the
Year
The
following table sets out the value vested or earned under incentive
plans during the fiscal year ended December 31, 2020, for each
director, excluding a director who serves as an executive
officer:
|
Name
|
Option-based awards – Value vested during the
year
($)
|
Non-equity incentive plan
compensation – Value earned during the year
($)
|
|
Current Directors
|
||
|
Jeffrey R. Mason(1)
|
182,475
|
50,000
|
|
Steve Cook(1)
|
69,875
|
50,000
|
|
Michael Hoffman
|
Nil
|
Nil
|
|
Saga Williams
|
Nil
|
Nil
|
|
Former Directors
|
||
|
Blair Schultz
|
Nil
|
Nil
|
|
Michael Kosowan
|
69,875
|
Nil
|
|
Gordon Fretwell(1)
|
69,875
|
50,000
|
|
Antonio Arribas
|
69,875
|
Nil
|
Note:
(1)
As members of the Mergers and Acquisitions Committee, Mr. Mason,
Mr. Cook, and Mr. Fretwell received a $50,000 completion bonus upon
successful completion of the Transaction on October 9,
2020.
33
Outstanding Option-based Awards
The
following table sets out all option-based awards outstanding as at
December 31, 2020 for each director who was not an executive
officer of the Company:
|
Option-based Awards
|
||||
|
Name
|
Number of securities underlying unexercised Options(#)
|
Option exercise price($)
|
Option expiration date(D/M/Y)
|
Value of unexercised in-the-money Options(1) ($)
|
|
Current Directors
|
||||
|
Jeffrey R. Mason
|
130,000
|
2.05
|
20-Oct-25
|
Nil
|
|
Steve Cook
|
130,000
|
2.05
|
20-Oct-25
|
Nil
|
|
Michael Hoffman
|
29,171
8,751
11,669
35,006
130,000
|
3.09
3.04
1.54
0.86
2.05
|
11-Mar-21
14-Sep-22
18-Sep-23
23-Jan-25
20-Oct-25
|
Nil
Nil
3,267
33,606
Nil
|
|
Saga Williams
|
130,000
|
2.05
|
20-Oct-25
|
Nil
|
|
Former Directors
|
||||
|
Blair Schultz
|
130,000
58,343
35,006
11,669
8,751
29,171
|
2.05
0.56
0.86
1.54
3.04
5.14
|
20-Oct-25
01-Apr-25
23-Jan-25
18-Sep-23
14-Sep-22
17-Jun-21
|
Nil
73,512
33,606
3,267
Nil
Nil
|
|
Michael Kosowan
|
121,612
|
4.77
|
10-Jan-22
|
Nil
|
|
Gordon Fretwell
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Antonio Arribas
|
33,781
|
2.94
|
20-Jun-21
|
Nil
|
|
|
67,562
|
1.95
|
09-Apr-24
|
Nil
|
Note:
(1)
Based on the closing price of the Common Shares on the TSX on
December 31, 2020 of $1.82.
34
Securities Authorized for Issuance Under Equity Compensation
Plans
The
Company has only one (1) equity compensation plan, being the Option
Plan, which is a rolling plan pursuant to which Options totalling a
maximum of 10% of the Common Shares issued and outstanding from
time to time are available for grant. TSX policies require approval
of rolling stock option plans every three (3) years by the
Shareholders. The Option Plan was approved by Shareholders in 2017
and was re-approved at the Company’s annual general meeting
held in 2020. The Option Plan will be due for approval at the
Company’s annual general meeting held in 2023.
Options Available
Pursuant
to the Option Plan, as outstanding Options are exercised additional
Options may be granted to replace the exercised Options. In
addition, as the number of issued and outstanding Common Shares of
the Company increases, the number of Options available for granting
to eligible Canadian resident optionees (“Canadian Optionees”) optionees and
US resident optionees (“US
Optionees”) also increases. As at the date hereof,
there are Options outstanding to purchase an aggregate of 6,668,645
Common Shares, representing approximately 6% of Common Shares
outstanding and Eastmain legacy options outstanding to purchase an
aggregate of 1,462,823 Common Shares, representing 1.24% of Common
Shares outstanding. Accordingly, there are a further 5,124,428
Common Shares available for grant of Options pursuant to the Option
Plan, representing approximately 4% of the Common Shares
outstanding. At the Record Date, May 19, 2021, there were
358,02 Options granted to US Optionees. Accordingly, there
are a further 1,641,978 Common Shares available for grant of
Incentive Stock Options to US Optionees within the maximum
available pursuant to the Option Plan.
Material Terms of the Option Plan
Capitalized
terms used but not otherwise defined in this Section
"Material Terms of the Option
Plan” shall have the meanings ascribed to such terms
in the Company's 2020 Option Plan which is available under the
Company’s profile on SEDAR at www.sedar.com.
The
following is a summary of the material terms of the Option
Plan:
(a)
Persons who are
directors, officers, employees, and consultants to the Company or
its affiliates, or who are employees of a management company
providing services to the Company are eligible to receive grants of
Options under the Option Plan.
(b)
Options may be
granted only to an individual or to a company that is owned by
individuals eligible for an option grant. If an Option is granted
to a company, the company must undertake that it will not, without
the prior consent of the TSX, permit any transfer of its shares,
nor issue further shares, to any other individual or entity as long
as the incentive stock option remains in effect.
(c)
All Options granted
under the Option Plan will be exercisable only by the Optionee to
whom they have been granted and the Options are non-assignable and
non-transferable, except in the case of the death of an Optionee,
whereby any vested Option held by the deceased Optionee at the date
of death will become exercisable by the Optionee’s lawful
personal representatives, heirs, or executors until the earlier of
one (1) year after the date of death of such Optionee and the date
of expiration of the term otherwise applicable to such
Option.
35
(d)
Vesting of Options
is determined by the Board and subject to the
following:
●
where an Optionee
has left the Company’s employ/office or has been advised
their services are no longer required or their service contract has
expired, subject to other provisions set out in the Option Plan,
vested Options shall expire on the earlier of the date of
expiration of the term otherwise applicable to such Option and 90
days after the date the Optionee ceases to be employed by, provide
services to, or be a director or officer of, the Company, and all
unvested Options shall immediately terminate without right to
exercise same;
●
in the case of an
Optionee being dismissed from employment or service for cause,
Options owned by such Optionee, whether or not vested at the date
of dismissal, will immediately terminate without right to exercise
same;
●
in the event of a
change of control occurring, Options granted to directors and
officers which are subject to vesting provisions shall be deemed to
have immediately vested upon the occurrence of the change of
control; and
●
in the event of a
director not being nominated for re-election as a director of the
Company, although consenting to act and being under no legal
incapacity which would prevent the director from being a member of
the Board, Options granted which are subject to a vesting provision
shall be deemed to have vested on the date of the Shareholder
meeting at which the director is not re-elected.
(e)
All Options granted
under the Option Plan are exercisable for a period of up to five
(5) years and will vest at the discretion of the Board, provided
that the term of such Options may be extended in circumstances
where the expiry date otherwise falls during a blackout period
(defined below) as determined in accordance with the
Company’s policies or applicable securities legislation, and
subject to:
i.
the Optionee
remaining employed by or continuing to provide services to the
Company or any of its subsidiaries and affiliates as well as, at
the discretion of the Board, achieving certain milestones, which
may be defined by the Board from time to time, or receiving a
satisfactory performance review by the Company or its subsidiary or
affiliate during the vesting period; or
ii.
remaining as a
director of the Company or any of its subsidiaries or affiliates
during the vesting period.
A
“blackout
period” is any period of time during which a
Participant (as defined in the Option Plan) is unable to trade
securities of the Company as a consequence of the implementation of
a general restriction on such trading by an authorized Officer or
Director pursuant to the Company’s governance policies that
authorize general and/or specific restrictions on trading by
service providers in circumstances where there may exist
undisclosed material changes or undisclosed material facts in
connection with the Company’s affairs. The term of an Option
will expire on its Expiry Date as defined in the Option Plan unless
the Expiry Date occurs during a blackout period or within five (5)
business days after the expiry of the blackout period, then the
Expiry Date for that Option is automatically adjusted, at the
discretion of the Board, to extend it to the date that is the
10th
business day after the date the blackout period
expires.
(f)
The exercise price
of an Option is established by the Board at the time the Option is
granted, provided that the minimum exercise price shall not be less
than the market price being the weighted average trading price of
the Common Shares on the TSX for the five (5) trading days
preceding the date of the grant.
(g)
The number of
Common Shares that may be issuable to directors who are independent
directors of the Company, which when combined with all of the
Company’s other share compensation arrangements currently in
effect for their benefit, may not collectively exceed 1% of the
Company’s outstanding Common Shares.
36
(h)
Subject to the
requirements of the TSX, the Board may in its absolute discretion,
without Shareholder approval, amend or modify the Option Plan or
any Option granted as follows:
i.
it may make
amendments which are of a typographical, grammatical, or clerical
nature;
ii.
it may change the
vesting provisions of an Option granted hereunder;
iii.
it may change the
termination provision of an Option granted hereunder which does not
entail an extension beyond the original expiry date of such
Option;
iv.
it may add a
cashless exercise feature payable in cash or Common
Shares;
v.
it may make
amendments necessary as a result of changes in securities laws
applicable to the Company; and
vi.
if the Company
becomes listed or quoted on a stock exchange or stock market senior
to the TSX, it may make such amendments as may be required by the
policies of such senior stock exchange or stock
market.
(i)
The Option Plan is
subject to the following restrictions, though the Company may seek
disinterested Shareholder approval to cure such limitations (as
defined herein):
i.
the number of
Common Shares that may be issued to Insiders as a group under the
Option Plan, when combined with Common Shares that may be issued to
Insiders under all other Share Compensation Arrangements of the
Company, may not exceed 10% of the issued Common Shares within any
twelve (12) month period;
ii.
the number of
Common Shares issuable to Insiders as a group under the Option
Plan, when combined with Common Shares issuable to Insiders under
all other Share Compensation Arrangements of the Company, may not
exceed 10% of the Company’s issued Common
Shares;
iii.
Common Shares being
issuable to directors who are independent directors (as defined in
Sections 1.4 and 1.5 of NI 52-110) of the Company, which when
combined with all other Share Compensation Arrangements of the
Company currently in effect for their benefit (for avoidance of
doubt excluding any previously exercised Options or any other Share
Compensation Arrangement already paid), may not collectively exceed
1% of the outstanding Common Shares and may not exceed for each
individual, a value of $100,000 in any twelve (12) month period;
provided as well that Common Shares issuable under Options and any
other Share Compensation Arrangements currently in effect which
have been granted to:
●
any Director who
was non-independent at the time of grant of Options but who
subsequently became an independent Director; and
●
any Director who
was an independent director at the time of grant of Options but
subsequently becomes a non-independent Director;
shall
in either such case, be excluded from the calculation of 1% of the
outstanding Common Shares issuable under the Plan;
iv.
Disinterested
Shareholder approval shall be required in respect of:
●
any amendment which
reduces the exercise price of an Option;
●
any amendment to
extend the term of an Option;
●
amendments to
increase any of the limits on the number of Options that may be
granted;
37
●
any amendment to
eligible Participants that may permit an increase to the proposed
limit on independent Director participation;
●
any amendment to
the transferability or assignability of an Option;
●
any amendment to
Option Plan section 2.9 Terms or Amendments Requiring Disinterested
Shareholder Approval; and
●
any amendments
required to be approved by Shareholders under applicable
law.
v.
No exercise price
of an Option granted to an Insider may be reduced nor the term of
an Option granted to an Insider extended without approval of the
disinterested Shareholders of the Company.
(j)
The Option Plan
includes procedures for notification of a take-over bid (under
National Policy 62-203 – Take-Over Bids and Issuer Bids), the
related vesting requirements and the criteria by which the Board
may determine the success of a take-over bid.
(k)
The Option Plan
accommodates the different tax consequences and tax withholding
requirements arising from the Income Tax Act (Canada) and
US Internal Revenue Code of
1986, as amended from time to time, including any successor
legislation thereto, and which are available under share incentives
as they relate to each Canadian Optionee or US Optionee,
respectively. In particular, the Option Plan addresses US tax
responsibilities of US Optionees and US Taxpayers in addition to
Canadian tax withholding procedures for Canadian Optionees. The
Option Plan also includes a separate form of option commitment
applicable to the relevant Canadian or US tax regimes. The Option
Plan also has an aggregate maximum number of 2,000,000 Common
Shares to be issued pursuant to Options granted to US
Optionees.
Definitions
A
“disinterested Shareholder” means a Shareholder that is not an
Insider to whom Options may be granted under the Plan and they are
not an associate of an Insider.
An
“Insider” is a director or an officer of the
Company, a director or an officer of a company that is itself an
Insider or a subsidiary of an Insider, or a person that has
beneficial ownership of and/or control or direction, either
directly or indirectly, over securities of the Company carrying
more than 10% of the voting rights attached to all the
Company’s outstanding voting securities.
38
The
following table sets out equity compensation plan information as at
the fiscal year ended December 31, 2020:
|
|
Number of securities to be issued upon exercise of outstanding
Options, warrants and rights (percentage of outstanding Common
Shares)(1)
|
Weighted-average exercise price of outstanding Options, warrants
and rights
($)
|
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in column
(a)) (percentage of outstanding Common Shares)
|
|
Plan Category
|
(a)
|
(b)
|
(c)
|
|
Equity compensation plans approved by securityholders
|
8,141,004
(6.91%)
|
2.67
|
5,212,136
(4.42%)
|
|
Equity compensation plans not approved by
securityholders
|
Nil
|
Nil
|
Nil
|
|
Total
|
8,141,004
(6.91%)
|
2.67
|
5,212,136
(4.42%)
|
Note:
(1)
Number of securities to be issued upon exercise of outstanding
Options and warrants includes 1,570,755 Eastmain share Options
which are excluded from the total reserved options with the
TSX.
The
following table sets out the annual burn rate (1) for the Option
Plan, which is the Company’s only equity compensation
plan:
|
Option Plan
|
Fiscal year ended December 31
|
||
|
2020
|
2019
|
2018
|
|
|
0.73
|
0.45
|
0.32
|
|
Note:
(1)
The annual burn rate is calculated as the number of securities
granted under the arrangement during the applicable fiscal year
divided by the weighted average number of securities outstanding
for the applicable fiscal year.
Indebtedness of Directors and Executive Officers
No
directors, proposed nominees for election as directors, executive
officers or their respective associates or affiliates, or other
management of the Company were indebted to the Company as of the
most recently completed fiscal year ended December 31, 2020 or as
at the date hereof.
Interest of Informed Persons in Material Transactions
This
Circular briefly describes (and, where practicable, states the
approximate amount) of any material interest, direct or indirect,
of any informed person of the Company, any proposed director of the
Company, or any associate or affiliate of any informed person or
proposed director, in any transaction since the commencement of the
Company’s most recently completed fiscal year or in any
proposed transaction which has materially affected or would
materially affect the Company or any of its
subsidiaries.
39
On
February 6, 2020, the Company announced the closing of a
non-brokered private placement of 6,333,984 Common Shares
(9,375,000 pre-Consolidation) at a price of $2.37 ($1.60
pre-Consolidation) per common share, for gross proceeds of $15
million. The private placement included total insider participation
of 183,686 Common Shares (271,875 pre-Consolidation) for proceeds
of $435,000. The following NEOs and directors of the Company
participated in this private placement:
|
NEO / Director / Insider
|
Number of (pre-Consolidation) Common Shares
|
Price (pre-Consolidation)
|
|
SM Cook
Legal Services Corp. (Steve Cook)
|
15,625
|
$1.60
|
|
Jeffrey
R. Mason
|
250,000
|
$1.60
|
|
Stacy
Rowa
|
6,250
|
$1.60
|
Management Contracts
There
are no management functions of the Company which are to any
substantial degree performed by a person or company other than the
directors or executive officers of the Company.
Financial
information is provided in the audited financial statements of the
Company for the fiscal year ended December 31, 2020 and the related
management discussion and analysis, both of which were filed under
the Company’s SEDAR profile at www.sedar.com
on March 31, 2021.
A
Shareholder may obtain additional information upon request without
charge from the Company’s Chief Financial Officer at Suite
900, 34 King Street East, Toronto, Ontario, Canada, M5C 2X8,
telephone: 844-601-0841 and is also available via the Internet on
SEDAR at www.sedar.com.
The Company may require payment of a reasonable charge from any
person or company who is not a securityholder of the Company, who
requests a copy of any such document.
The
Board is not aware of any other matters which it anticipates will
come before the Meeting as of the date of mailing of this
Circular.
The
contents of this Circular and its distribution to Shareholders have
been approved by the Board of the Company.
DATED at Toronto, Ontario, May 21 2021.
BY ORDER OF THE BOARD
“Michael Timmins”
Michael Timmins
President, Chief Executive Officer and Director
40
SCHEDULE A
Amendment to Articles – Addition of Notice-and-Access
Provisions
Current Provisions
Article
23.1 of the Articles currently reads as follows:
“23.1
Unless the Act or
these Articles provide otherwise, a notice, statement, report, or
other record required or permitted by the Act or these Articles to
be sent by or to a person may be sent by:
(a)
mail addressed to
the person at the applicable address for that person as
follows:
(i)
for a record mailed
to a shareholder, the shareholder’s registered
address;
(ii)
for a record mailed
to a director or officer, the prescribed address for mailing shown
for the director or officer in the records kept by the Company or
the mailing address provided by the recipient for the sending of
that record or records of that class;
(iii)
in any other case,
the mailing address of the intended recipient;
(b)
delivery at the
applicable address for that person as follows, addressed to the
person:
(i)
for a record
delivered to a shareholder, the shareholder’s registered
address;
(ii)
for a record
delivered to a director or officer, the prescribed address for
delivery shown for the director or officer in the records kept by
the Company or the delivery address provided by the recipient for
the sending of that record or records of that class;
(iii)
in any other case,
the delivery address of the intended recipient;
(c)
sending the record
by fax to the fax number provided by the intended recipient for the
sending of that record or records of that class;
(d)
sending the record
by email to the email address provided by the intended recipient
for the sending of that record or records of that
class;
(e)
physical delivery
to the intended recipient.
Amendments
Article
23.1 of the Articles is amended by (a) replacing the period at the
end of paragraph (e) of Article 23.1 – Method of Giving Notice and replacing
it with “; and” and (b) adding a new paragraph (f) as
set out below
(f)
as otherwise
permitted by any securities legislation (together with all
regulations and rules made and promulgated thereunder and all
administrative policy statements, blanket orders, and rulings,
notices, and other administrative directions issued by securities
commissions or similar authorities appointed thereunder) in any
province or territory of Canada or in the federal jurisdiction of
the United States or in any state of the United States that is
applicable to the Company.
41
BOARD
GUIDELINES
FURY GOLD MINES LIMITED
BOARD GUIDELINES
(as amended effective February 18, 2021)
1.
INTRODUCTION
1.1 The board of
directors (the “Board”) of Fury Gold Mines
Limited (the “Company”) believes a
principal objective of the Company is to generate acceptable
returns for its security holders. It believes good corporate
governance practices provide an important framework for a timely
response by the Board to situations that may directly affect share
value.
1.2 The Board wishes to
emphasize that the substance of good corporate governance is more
important than its form; adoption of a set of guidelines or
principles or any particular practice or policy is not a substitute
for, and does not itself assure, good corporate
governance.
2.
BOARD
GUIDELINES
2.1 The mandate of the
Board defines the role of the Board. These guidelines govern how
the Board will operate to carry out its duties of stewardship and
accountability.
(a)
The
Board-Management Relationship
(i) While the Board is
called upon to “manage” the business by law, this is
done by proxy through the CEO, who is charged with the day-to-day
leadership and management of the Company.
(ii) The
CEO’s prime responsibility is to lead the Company. The CEO
formulates Company policies, strategic plans and goals in
conjunction with the Board. The Board approves the goals of the
business, the objectives and policies within which it is managed,
and then steps back and evaluates management performance.
Reciprocally, the CEO keeps the Board fully informed of the
Company’s progress towards the achievement of its goals and
of all material deviations from the goals or objectives and
policies established by the Board in a timely and candid
manner.
(iii) Once
the Board has approved the goals, strategies and policies, it acts
in a unified and cohesive manner in supporting and guiding the CEO,
subject to its duty to act in the best interests of the
Company.
(b)
Corporate
Strategy
Management is
responsible for the development of an overall corporate strategy to
be presented to the Board. The Board’s role is to ensure
there is a strategic planning process, and then review, question,
validate, and ultimately approve the strategy and monitor its
implementation.
42
(c)
Business
Risks
The
Board should have a continuing understanding of the principal risks
associated with the business. It is the responsibility of
management to ensure the Board and its committees are kept
well-informed of changing risks. The principal mechanisms through
which the Board reviews risks are:
(i) on-going reports by
the CEO;
(ii) the
strategic planning process; and
(iii) the
Audit Committee.
(d)
Board
Contact with Senior Management
(i) All directors have
open access to the Company’s senior management. It is
expected that directors will exercise judgment to ensure that their
contact with management will not distract from the Company’s
business operations.
(ii) Written
communications between directors and members of management will be
copied to the Board Chair and the CEO.
(iii) The
Board encourages individual directors to make themselves available
for consultation with management outside Board meetings in order to
provide specific advice and counsel on subjects where such
directors have special knowledge and experience.
(e)
Succession
Planning
The
Board considers succession planning and management development to
be an ongoing process, including periodic reports to the Board by
the CEO. The CEO’s views as to a successor in the event of
unexpected incapacity should be discussed annually with the
Nominating, Compensation and Governance Committee. In consultation
with the CEO, the Board will annually discuss succession planning
for the CEO.
(f)
Board
Independence
The
Board must have the capacity, independently of management, to
fulfill the Board’s responsibilities and must be able to make
an objective assessment of management and assess the merits of
management initiatives. Therefore, the Company is committed to the
following practices:
(i) the recruitment of
strong, independent directors, with the objective that upon
graduation to a more senior exchange, the Board shall be composed
of such number of independent directors as may be required by the
policies of such exchange;
(ii) any
director who is deemed independent and whose circumstances change
such that he or she might be considered to no longer be an
independent director, shall promptly advise the Board of the change
in circumstances;
(iii) the
Nominating, Compensation and Governance Committee leads the
director selection/evaluation process;
(iv) the
Nominating, Compensation and Governance leads the CEO evaluation
process; and
(v) each of the Audit
Committee and Nominating, Compensation and Governance Committee is
composed of a majority of independent directors.
43
(g)
Board
Size and Composition
(i) The Board is
committed to reviewing its size periodically and currently
considers between 5 and 8 directors to be an appropriate number,
given the size of the Company, and sufficient to provide an
appropriate diversity of backgrounds and skills for the stewardship
of the Company.
(ii) At
its meeting to approve the Information Circular for each Annual
General Meeting of the shareholders of the Company, the Board shall
consider and determine whether each director or director nominee is
independent.
(h)
Criteria
for Board Membership
(i) The Nominating,
Compensation and Governance Committee will annually review the
general and specific criteria applicable to candidates to be
considered for nomination to the Board.
(ii) The
objective of this review will be to maintain the composition of the
Board in a way that provides the best diversity of skills and
experience to guide the long-term strategy and business operations
of the Company.
(iii) This
review will take into account the desirability of maintaining a
reasonable diversity of background skills and experience and
personal characteristics among the directors, along with the key
common characteristics required for effective Board
participation.
(iv) Each
director and director nominee must possess and exhibit the highest
degree of integrity, professionalism, and values.
(i)
Selection
of New Directors
(i) The Board is
responsible for identifying suitable candidates to be recommended
for election to the Board by the shareholders.
(ii) The
Nominating, Compensation and Governance Committee, in consultation
with the Board Chair, is responsible for gathering the names of
potential nominees, screening their qualifications against the
current skill and experience needs of the Board and making
recommendations to the Board for nomination.
(iii) All
directors are encouraged to identify potential
candidates.
(iv) The
CEO will provide additional direct input to the
process.
(v) An invitation to
stand as a nominee for election to the Board will normally be made
to a candidate by the Board through the Board Chair.
(j)
Outside
Board Memberships by the Directors
(i) Interlocking
Boards
(A) No two directors
shall sit together on two or more public company boards, inclusive
of the Company, without the approval of the Board.
(B) If such a situation
does exist, the Nominating, Compensation and Governance Committee
shall annually review the continued appropriateness of the
situation and make a recommendation to the Board.
(ii) Multiple
Board Memberships
44
(A) No director shall
sit on more public company boards, inclusive of the Company, than
as recommended from time to time by proxy voting services, ISS and
Glass Lewis, without the approval of the Board.
(B) No CEO should sit
on more public company boards, inclusive of the Company, than as
recommended from time to time by proxy voting services, ISS and
Glass Lewis, without the approval of the Board.
(C) If any director and
or CEO does sit on more public company corporate boards, inclusive
of the Company, than as recommended from time to time by proxy
voting services, ISS and Glass Lewis, the Nominating, Compensation
and Governance Committee shall review, not less than annually, the
appropriateness of that director’s continued membership on
the Company’s Board and make a recommendation to the
Board.
The
Board recognizes that participation on a board of directors
requires a commitment of time on the part of any director. The
person best able to determine whether he or she has sufficient time
available to participate as a director of a company is the director
in question. Many factors impact the amount of time a director may
have to devote to board duties. In circumstances where a director
has full time employment in addition to his or her duties as a
director, that time may be more limited than that of a director
without a full time position. Certain board assignments carry
requirements for varying amounts of time, often depending on the
size of a company or the complexity of its operations. In
determining whether to grant approval for an individual to sit on
more than four public company boards, the Nominating, Compensation
and Governance Committee will enter into discussions with the
director involved to ensure that he or she has the time available
to discharge his or her responsibilities
appropriately.
(k)
Director
Retirement Age
There
is no retirement policy for directors.
(l)
New
Director Orientation
(i) The Nominating,
Compensation and Governance Committee, in conjunction with the
Chair and the CEO, is responsible for ensuring that new directors
are provided with an orientation and education program, which will
include:
(A) written information
about the duties and obligations of directors;
(B) the business and
operations of the Company;
(C) documents from
recent Board meetings and Committee Charters, and Company policies
and mandates; and
(D) opportunities for
meetings and discussion with senior management, other directors,
and the Company’s legal counsel and auditor.
(ii) The
details of the orientation of each new director will be tailored to
that director’s individual needs and areas of
interest.
(m)
Ongoing
Director Education
(i) The Board
recognizes the importance of ongoing director education and the
need for each director to take personal responsibility for this
process.
(ii) To
facilitate ongoing education the Nominating, Compensation and
Governance Committee will:
45
(A) periodically canvas
the directors to determine their training and education needs and
interests;
(B) arrange ongoing
visitation by directors to Company facilities and operations;
and
(C) encourage and
facilitate presentations by outside experts to the Board or
committees on matters of particular import or emerging
significance.
(n)
Administrative
Support for Directors
The
Board Chair and/or CEO’s assistant or his or her delegate
will provide all required administrative services for directors in
the pursuit of their Board responsibilities.
(o)
Assessing
the Board’s Performance
The
current practice of the Board is for the Nominating, Compensation
and Governance Committee and the Board Chair to annually assess the
performance of the Board, committees and individual directors
inclusive of internal peer surveys.
(p)
Director
Compensation
The
Nominating, Compensation and Governance Committee will review
director compensation annually. The Nominating, Compensation and
Governance Committee will make recommendations to the Board for
consideration when it believes changes in compensation are
warranted.
(q)
Loans
The
Company will not make any personal loans or extensions of credit to
directors or executive officers.
(r)
Internal
Controls and Management Information Systems
(i) Integral to the
Board’s overall responsibilities is the existence of control
systems that ensure the effective discharge of these
responsibilities. A balance must be achieved between imposing
controls that give the Board reasonable assurance that its
responsibilities are being discharged and avoiding the creation of
an unnecessarily bureaucratic and costly system of control
mechanisms.
(ii) Through
the CEO, management will establish systems to ensure that an
appropriate and responsible level of internal controls are in place
for the Company. The confidence of the Board in the ability and
integrity of management is the paramount control
mechanism.
(s)
Board
Communications Policy
(i) The Board approves
the content of the Company’s major communications to
shareholders and the investing public, including the interim and
annual reports, the Management Proxy Circular, the Annual
Information Form, any prospectuses that may be issued and
significant press releases.
(ii) The
Board believes that it is the function of management, led by the
CEO, to speak for the Company in its communications with the
investment community, the media, customers, suppliers, employees,
governments and the general public. It is understood that the Board
Chair or other individual directors may, from time to time, be
requested by management to assist with such
communications.
46
(iii) It
is expected that when communications from stakeholders are made to
individual directors, management will be informed and consulted to
determine any appropriate response to be made by the Board or
management, as the case may be.
(t)
Evaluation
of the Chief Executive Officer
The
Nominating, Compensation and Governance Committee annually leads
the Board in assessing the CEO’s performance against
objectives and other relevant criteria established the previous
year by the Board and the CEO.
(u)
Code
of Business Conduct and Ethical Behavior
(i) All directors,
officers and employees are bound by the Company’s Code of
Business Conduct and Ethics. All who are affected by the Code
review it and directors and officers acknowledge their support and
understanding of the Code by signing it annually.
(ii) Directors
must never be in an undisclosed conflict of interest with the
Company. A director who has a real, perceived or potential conflict
of interest regarding any particular matter under consideration
should advise the Board, refrain from debate on the matter and
abstain from any vote regarding that matter.
(iii) The
Nominating, Compensation and Governance Committee is responsible
for monitoring compliance with the Code of Business Conduct and
Ethics.
(v)
Board
Meetings and Agendas
(i) The Board meets a
minimum of four times per year, usually every quarter.
(ii) The
independent members of the Board will meet as often as necessary to
fulfill their responsibilities and will meet in executive session
at least once per year without the presence of non-independent
directors and management.
(iii) The
Board Chair, in consultation with the CEO, develops the agenda for
each Board meeting. All directors may, and are encouraged to,
provide input to the agenda.
(iv) Under
normal circumstances, the date, time and place of a regular meeting
of the Board shall be fixed and notified not less than five (5)
business days in advance of the meeting. In extenuating
circumstances, the date, time and place of a meeting of the Board
shall be fixed and notified in writing not less than 24 hours,
exclusive of Saturdays, Sundays and holidays, in advance of the
date when it shall occur, unless notice is waived by all
directors.
(v) Under normal
circumstances, the agenda and the material will be distributed to
directors not less than four business days before the
meeting.
(vi) The
Board may adopt the use of consent resolutions for its convenience
from time to time.
(vii) Subject
to the by-laws of the Company, a majority of the number of
directors fixed or elected by the shareholders from time to time
constitutes a quorum for the transaction of business at a meeting
and a quorum of directors may exercise all the powers of directors
at a meeting. No business shall be transacted by the directors at a
meeting unless a quorum is present.
(viii) A
director may participate in a Board meeting by means of such
telephonic, electronic or other communication facilities as permit
all persons participating in the meeting to communicate adequately
with each other. A member participating in such a meeting by any
such means is deemed to be present at the meeting.
47
(ix) Directors
will maintain the absolute confidentiality of Board deliberations
and decisions and information received at meetings, except as may
be specified by the Chair, if the information is publicly disclosed
by the Company, or as required by applicable law. The views or
opinions of individual directors or managers shall be treated with
an appropriate level of respect and confidence.
(x) At Board and
Committee meetings there exists an open atmosphere that encourages
discussion of alternative views. From time to time, informal
offsite sessions may be held to further enhance/encourage
discussion of ideas, strategies and issues.
(xi) Directors
are expected to attend all meetings of the Board and the Committees
upon which they serve, to come to such meetings fully prepared
(including full review of all documentation sent prior to the
meeting), and to remain in attendance for the duration of the
meeting. Where a director’s absence from a meeting is
unavoidable, the director should, as soon as practicable after the
meeting, contact the Board Chair, the CEO or the Corporate
Secretary for a briefing on the substantive elements of the
meeting.
(w)
Special
Meetings of the Board
(i) Special meetings of
the Board may be held at any time at the call of the Board Chair
alone, or any two directors together.
(ii) Notice
of a special meeting of the Board shall be given to all directors.
Such notice shall be sent at least 24 hours, exclusive of
Saturdays, Sundays and holidays, before the time fixed for the
meeting. If all of the directors are present at such meeting,
notice thereof may be waived by them. If notice of the meeting is
waived, all directors must sign a waiver.
(x)
Non-Directors
at Board Meetings
(i) The Board
appreciates the value of having non-directors attend Board meetings
to provide information and opinions to assist the directors in
their deliberations.
(ii) The
Board, through the Chair, will determine non-director attendees at
Board meetings. For issues that fall within the terms of reference
of a committee, a committee Chair may also recommend non-director
attendees to the Board Chair.
(iii) No
non-directors shall attend or table material at a meeting of the
Board or a committee without prior approval of the Chair of such
meeting.
(y)
Board
Minutes
The
Board Chair, the CEO and the directors shall be provided with the
draft minutes of each meeting of the Board prior to the
commencement of the next meeting. The approved minutes serve as the
official record of the Board meeting.
(z)
Information
for Board Meetings
(i) All materials
submitted for consideration by the Board or by a committee become
part of the record of the Board, and shall be deposited with the
Corporate Secretary for maintenance, safekeeping and
access.
(ii) Materials
assembled in support of Board meetings will be coordinated by the
CEO and the Corporate Secretary or their delegates, who will
distribute it with the Board meeting agenda, not less than four
business days prior to the meeting.
48
(iii) Material
distributed to the directors in advance of Board meetings shall be
concise, yet complete, and prepared in a way that focuses attention
on critical issues to be considered.
(iv) Reports
may be presented during Board meetings by directors, management or
staff, or by invited outside advisors. Presentations on specific
subjects at Board meetings shall briefly summarize the material
sent to directors, so as to maximize the time available for
discussion on questions regarding the material.
(v) It is recognized
that under some circumstances, due to the confidential nature of
matters to be discussed at a meeting, it would not be prudent or
appropriate to distribute written material in advance.
(vi) Matters
that are brought to the Board for a decision, particularly those of
a strategic or financial matter, will be in a format and at a level
and type of information that enables the Board to make a decision.
The Board and management will agree on the format and the checklist
of information items required for the Board to make a
decision.
(aa)
Committees
(i) Committees analyze
policies and strategies developed by management that are consistent
with their terms of reference. They examine proposals and, where
appropriate, make recommendations to the full Board. Committees do
not take action or make decisions on behalf of the Board unless
specifically mandated to do so.
(ii) The
committee structure may be subject to change as the Board considers
from time-to-time which of its responsibilities can best be
fulfilled through more detailed review of matters in
committee.
(iii) The
current committee structure includes;
(A) Audit
Committee;
(B) Nominating,
Compensation and Governance Committee (acting in accordance with
both the Charter of the Nominating and Governance Committee and the
Charter of the Compensation Committee and the obligations
therein.);
(C) Indigenous and
Community Relations Committee; and
(D) Technical, Safety
and Risk Management Committee.
(iv) The
Nominating, Compensation and Governance Committee, in conjunction
with the Board Chair, is responsible to the Board for annually
proposing the leadership and membership of each committee. In
preparing its recommendations they will take into account the
skills, experience and preferences of the individual
directors.
(v) The Board favours a
periodic rotation in committee leadership and membership in a way
that recognizes and balances the needs for new ideas, continuity
and maintenance of functional expertise.
(vi) Each
committee operates according to a Board approved written mandate
outlining its duties and responsibilities. Each committee shall
have a committee timetable, as part of its terms of reference,
which outlines when the committee plans to address each of its
duties and responsibilities during the course of the
year.
(vii) All
Board committees operate under the following
guidelines:
49
(A) Each committee will
meet at least once each year, or more frequently as set forth in
the applicable committee charter or as deemed necessary by the
committee. In general, committee meetings will be scheduled each
year in advance. However, the Chair alone, or any two members of a
committee acting together, may call a meeting of the committee with
notice in writing of not less than 48 hours, exclusive of
Saturdays, Sundays and holidays, unless notice is waived by all
members of the committee.
(B) Committee chairs,
in consultation with committee members and management, will set the
frequency and length of Committee meetings.
(C) Each committee
Chair, in consultation with the appropriate members of management,
develops the agenda for committee meetings. Any member of a
committee may request an agenda item.
(D) If a committee
Chair is not present at any meeting of a committee, one of the
other members of the committee present at the meeting shall be
chosen by the committee to preside at the meeting.
(E) A committee member
may participate in a committee meeting by means of such telephonic,
electronic or other communication facilities as permit all persons
participating in the meeting to communicate adequately with each
other. A member participating in such a meeting by any such means
is deemed to be present at the meeting.
(F) A committee may
invite such directors or, in consultation with the CEO, such
employees of the Company as may be considered desirable to attend
meetings and assist in the discussion and consideration of the
business of the committee.
(G) Each committee has
the authority to delegate issues for review to any member or
subcommittee.
(H) A committee may,
from time to time, require the expertise of outside resources. Each
committee has the authority to engage, set the terms of and
compensate any outside advisor that it determines to be necessary
to permit it to carry out its duties.
(I) Quorum for the
transaction of business at any committee meeting shall be a
majority of the number of members of the committee or such greater
number as the committee shall by resolution determine.
(J) At the next Board
meeting following each meeting of a committee, each committee Chair
reports to the Board on the committee’s activities. Minutes
of committee meetings are made available to all directors and
copies should be filed with the Corporate Secretary.
(K) Each committee
shall conduct an annual performance self-evaluation and shall
report to the Board the results of the
self-evaluation.
(L) Each committee
shall annually assess the adequacy of its charter and recommend any
changes to the Board for approval.
(M) The Corporate
Secretary or his or her designate shall act as secretary to each
committee.
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(bb)
Committee
Chairs
The
Chair of each Board committee shall:
(i) lead the committee
in undertaking the duties and responsibilities that it is charged
with by the Board, as outlined in its terms of
reference;
(ii) ensure
that committee members receive all the information they require in
timely fashion;
(iii) ensure
the committee has adequate access to all members of management
necessary for it to undertake its responsibilities;
(iv) set
agendas for committee meetings;
(v) chair committee
meetings at which the committee Chair is in
attendance;
(vi) lead
the committee in an annual review of its performance;
and
(vii) ensure
the committee is composed of members with the skill, experience
and/or necessary training relative to the committee’s
responsibilities.
(cc)
Outside
Advisors for Individual Directors
Occasionally,
individual directors may need the services of an advisor to assist
on matters involving their responsibilities. Any director who
wishes to engage an outside advisor (including a legal advisor) at
the expense of the Company, must obtain the approval of the Board
Chair, generally in consultation with the CEO.
(dd)
Board
Guideline Review
The
Nominating, Compensation and Governance Committee shall review
these Guidelines periodically and any recommended changes will be
submitted to the Board for approval.
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Exhibit
99.6
