Canoe Mining Ventures Announces Approval of Omnibus Long-Term Incentive Plan
CANOE MINING VENTURES ANNOUNCES APPROVAL OF OMNIBUS LONG-TERM
INCENTIVE PLAN
December 8, 2022 – Toronto, Ontario – Canoe Mining Ventures Corp. (TSXV:CLV) (the "Company")
is pleased to report the Company’s adoption of the omnibus long-term incentive plan (“LTIP”) has been
approved at its annual and special meeting held on August 9, 2022 (the “Meeting”).
The Company omnibus long-term incentive plan (“LTIP”) is a rolling 10% plan, and it aligns with certain
revisions made to TSX Venture Exchange Policy 4.4 – Security Based Compensation (“Policy 4.4”), which
came into effect on November 24, 2021. The LTIP was conditionally approved by the TSX V on July 5,
2022. A copy of the LTIP was included as Appendix C to the management informatio n circular dated
August 9, 2022, which has been filed on the Company’s profile on SEDAR at www.sedar.com. For more
information on the changes to Policy 4.4, please see the TSXV Bulletin re Policy 4.4 - Security Based
Compensation dated November 24, 2021.
Any existing options that were granted prior to the effective date o f the LTIP pursuant to the Company’s
existing stock option plan (the “Legacy Stock Option Plan”), which was last approved by the shareholders
(“Shareholders”) on July 15, 2020 and will continue in accordance with their terms. Upon the effective
date of the LTIP, options shall no longer be granted pursuant to the Legacy Stock Option Plan and shall
only be granted pursuant to the LTIP. The maximum number of common shares (“Common Shares”)
reserved for issuance pursuant to the exercise of options (“Options”) in the aggregate, under the Option
portion of the LTIP, the Legacy Stock Option Plan, will be 10% of the aggregate number of Common
Shares issued and outstanding from time to time.
In addition, the aggregate number of performance share units (“PSUs”) and restricted share units (“RSUs”)
issuable to all participants (“Participants”) must not exceed 2,384,031 . Options, PSUs and RSUs are
collectively referred to herein as “ Awards”. For the purposes of calculating the maximum number of
Common Shares reserved for issuance under the LTIP, the Legacy Stock Option Plan, any issuance from
treasury by the Company that is issued in reliance upon an exemption under applicable stock exchange
rules applicable to equity -based compensation arrangements used as an inducement to person(s) or
company(ies) not previously employed by and not previously an insider of the Company shall not be
included. All of the Common Shares covered by the cancelled or terminated Awards will automatically
become available Common Shares for the purposes of Awards that may be subsequently granted under the
LTIP.
The maximum number of Common Shares that may be: (i) issued to insiders of the Company within any
one-year period; or (ii) issuable to insiders of the Company at any time, in each case, under the LTIP alone,
or when combined with all of the Company’s other security -based compensation arrangements, including
the Legacy Stock Option Plan, cannot exceed 10% of the aggregate number of Common Shares issued and
outstanding from time to time determined on a non-diluted basis.
The terms and conditions of grants of Awards, including the quantity, type of award, grant date, vesting
conditions, vesting periods, settlement d ate and other terms and conditions with respect to these Awards,
will be set out in the participant’s grant agreement. Impact of certain events upon the rights of holders of
these types of Awards, including termination for cause, resignation, retirement, termination other than for
cause and death or long-term disability, will be set out in the participant’s grant agreement.
On Behalf of the Board of Directors
Scott Kelly
Director and CEO
+1 416 998 4714
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release includes certain "forward-looking statements" within the meaning of that phrase under
Canadian securities laws. Without limitation, statements regarding future plans and objectives of the
Company are forward looking statements that involve various degrees of risk. Forward-looking statements
reflect management's current views with respect to possible future events and conditions and, by their
nature, are based on management's beliefs and assumptions and subject to known and unknown risks an d
uncertainties, both general and specific to the Company. Although the Company believes the expectations
expressed in such forward-looking statements are reasonable, such statements are not guarantees of future
performance and actual results or developmen ts may differ materially from those in our forward -looking
statements. The following are important factors that could cause the Company’s actual results to differ
materially from those expressed or implied by such forward looking statements: general market conditions,
the uncertainty of future profitability and the uncertainty of access to additional capital. Additional
information regarding the material factors and assumptions that were applied in making these forward -
looking statements as well as the vari ous risks and uncertainties facing the Company are described in
greater detail in the "Risk Factors" section of the Company’s annual Management's Discussion and
Analysis and other continuous disclosure documents filed with the Canadian securities regulator y
authorities which are available at www.sedar.com. The Company undertakes no obligation to update
forward-looking information except as required by applicable law. The reader is cautioned not to place
undue reliance on and the Company relies on litigation protection for forward-looking statements.