Annual and Special Meeting of Shareholders
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EAGLE PLAINS RESOURCES LTD.
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 7, 2023
NOTICE OF MEETING AND
MANAGEMENT INFORMATION CIRCULAR
DATED: OCTOBER 18, 2023
TO BE HELD AT
EAGLE PLAINS RESOURCES LTD.
Suite 200, 44 – 12th Avenue South
Cranbrook, British Columbia
V1C 2R7
THIS NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR IS FURNISED IN CONNECTION WITH THE
SOLICITORATION BY THE DIRE CTORS OF EAGLE PLAINS RESOURCES LTD. OF PROXIES TO BE VOTED AT T HE ANNUAL
AND SPECIAL MEETING OF SHAREHOLDERS OF EAGLE PLAINS RESOURCES LTD. TO BE HELD ON DECEMBER 7, 2023.
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EAGLE PLAINS RESOURCES LTD.
Suite 200, 44 – 12th Avenue South
Cranbrook, British Columbia V1C 2R7
NOTICE OF ANNUAL AND SPECIAL MEETING
TAKE NOTICE that the annu al and special meeting (the “ Meeting”) of the shareholders of Eagle Plains Resources
Ltd. (the “ Corporation”) will be held at Suite 200, 44 – 12th Avenue South in Cranbrook , British Columbia on
December 7, 2023 at 10:00 a.m. (MST local time) for the purposes of:
1. receiving and considering the audited financial statements of the Corporation for the year ended December 31,
2022, and the report of its auditors;
2. electing the directors for the ensuing year;
3. appointing auditors for the ensuing year;
4. approving the Corporation’s Stock Option Plan, as more particularly described in the Information Circular;
5. transacting such other business as may properly come before the said meeting or any adjournment thereof.
The Informat ion Circular contains details of matters to be co nsidered at the Meeting under the section heading
“Particulars of Matters to be Acted Upon ”. The Meeting will also consider any permitted amendment to, or
variation of, any matter identified in the Notice an d transact such other business as may prope rly come before the
Meeting or any adjournment thereof.
The Corporation has elected to use the notice -and-access provisions under National Instrument 54 -101 and National
Instrument 51-102 (the “Notice-and-Access Provisions”) for the Meeting. The Notice -and-Access provisions are a
set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be
physically mailed to Shareholders by allowing the Corpora tion to post the Information Circular and a ny additional
materials online. Shareholders will still receive this Notice of Meeting and a form of proxy and may choose to
receive a paper copy of the Information Circul ar. The Corporation will not use the proce dure known as
‘stratification’ in relation to the use of Not ice-and-Access Provisions. Stratification occurs when a reporting issuer
using the Notice -and-Access Provisions provides a paper copy of the Information C ircular to some shareholders
with this notice package. In relation to the Meeting, al l Shareholders will receive the required documentation under
the Notice-and-Access Provisions, which will not include a paper copy of the Information Circular.
Please review the Information Circular carefully and in full prior to voting as the Information Circular has
been pr epared to help you make an informed decision on the matters to be acted upon. The Information
Circular is available on the Corporation’s website at:
www.eagleplains.com/eplinfocircular2023
and under the Corporation’s profile on SEDAR at www.sedar.com. Any shareholder who wishes to receive a
paper copy of the Information Cir cular, should contact the Corporation at Suite 200, 44 -12th Avenue South,
Cranbrook, British Columbia, V1C 2R7, or by facsimile to 250 -426-6899 or toll free at 1 -866-486-8673.
Shareholders may also use the toll -free number noted above to obtain additional information about the Notice -and-
Access Provisions.
ADVICE TO BENEFICIAL SHAREHOLDERS
The information set forth in this section is of significant importance to many shareholders of the Corporation,
as a substantial number of shareholders do not hold Com mon Shares in their own name. Shareholders who do
not hold the ir Common Shares in their own name (referred to as "Beneficial Shareholders") should note that only
proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of
Common Shares can be recognized and acte d upon at the Meeti ng. If shares are listed in an account statement
provided to a shareholder by a broker, then, in almost all cases, those shares will not be registered in the
shareholder's name on the records of the Corporation. Such shares will more lik ely be registered u nder the name of
the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under
the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee
for many C anadian brokerage firms). Shares held by brokers or their agents or nominees can only be voted (for or
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against resolutions) upon the instructions of the Beneficial Shareholder . Without specific instructions, a broker and
its agents and n ominees are prohibi ted from voting shares for the broker's clients. Therefore, Beneficial
Shareholders should ensure that instructions respecting the voting of their Common Shares are
communicated to the appropriate person.
Applicable regulatory policy r equires intermediaries/brokers seek voting instructions from Beneficial Shareholders
in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides i ts
own return instructions to clients, which should be careful ly followed by Beneficial Shareholders in order to ensure
that their shares are voted at the Meeting. The majority of the brokers now delegate responsibility for obtaining
instructions from clie nts to Broadridge Financial Solutions Inc. ("Broadridge"). Bro adridge typically u ses its own
voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to either
return the voting instruction form to Broadrid ge or alternatively provide voting instructions by utilizing a n internet
on-line or a utomated telephone system. Broadridge then tabulates the results of all instructions received and
provides appropriate instructions respecting the voting of shares to be r epresented at the Meeting. A Beneficial
Shareholder receiving a voting instruction form from Broadridge cannot use that voting instruction form to
vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge
not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holid ays) prior to the time
set for the Meeting or any adjournment of the Meeting (the "Proxy Deadline"), failing which such votes may
not be counted.
Although a Beneficial Share holder may not be recognized directly at the Meeting for the p urposes of voting
Common Shares registered in the name of his broker (or an agent of the broker), a Beneficial Shareholder may
attend at the Meeting as a proxyholder for a registered shareholder and vote the Common Shares in that capacity.
Beneficial Shareholders who wish to attend the Meeting and indirectly vote the Common Shares as proxyholder for
the registered shareholder, should enter their own names in the blank space on the voting instru ction form provided
to them and return the same to their broke r (or the broker's ag ent) in accordance with the instructions provided by
such broker (or agent), well in advance of the Meeting.
ADVICE TO REGISTERED SHAREHOLDERS
Shareholders who hold thei r Common Shares in their own name (referred to as " Registered Shareholders") may
attend the Meeting in person or may be repres ented by proxy. If you are unable to attend the Meeting in person,
please complete, date and sign the form of proxy provided by th e Corporation and return it, in the envelope
provided, to Prox y Department, TSX Trust Company, PO Box 721, Agincourt, Ontario, M1S 0A1, or by email to
[email protected] , or by facsimile t o 416 -595-9593, so that it is received not later tha n the Proxy Deadli ne
failing which such votes may not be counted.
In order to ensure that a paper copy of the Information Circular can be delivered to a reque sting Beneficial
Shareholder or Registered Shareholder in time for such s hareholder to review the Information Circ ular and return a
voting instruction form or proxy prior to the Proxy Deadline, it is strongly suggested that a shareholder ensure their
request is received no later than November 10, 2023.
DATED this 18th day of October, 2023.
BY ORDER OF THE BOARD
“Timothy J. Termuende “
Timothy J. Termuende,
President and Chief Executive Officer
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EAGLE PLAINS RESOURCES LTD.
INFORMATION CIRCULAR
(as at October 18, 2023)
FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 7, 2023
GENERAL PROXY INFORMATION
PURPOSE OF SOLICITATION
This Information Circular is furnished in connection with the solicitation of proxies by the management of Eagle
Plains Resources Ltd. (the “Corporation”) for use at the annual and special meeting of common shareholders of the
Corporation, to b e held at Suite 200, 44 -12th Avenue South, Cranbrook, British Columbia, V 1C 2R7, on December
7, 2023 at 10:00 a.m. (MST local time) or at any adjournment for the purposes set out in the accompanying notice of
meeting (the “Meeting”).
The solicitation will be conducted primarily by mail, subject to the us e of “Notice and Access Provisions” ( as
described below) in relation to the delivery of the Information Circular. The cost of such solicitation will be borne
by the Corporation . Directors and officers of the Corporation may without special compensation solicit proxies by
telephone, facsimile or in person.
APPOINTMENT AND REVOCATION OF PROXIES
Shareholders have the right to appoint a nominee (who need not be a shareholder) to represe nt them at the
Meeting other than the persons designated in the form of proxy, and may do so by inserting the name of the
appointed representative in the blank space provided in the form of proxy.
The instrument of proxy will not be valid for the Meeting or any adjournment unless it is completed by the
shareholder or by his attorney authorized in w riting a nd mus t be delivered to the Proxy Dep artment, TSX Trust
Company, PO Box 721, Agincourt, Ontario, M1S 0A1, or by email to [email protected] or by facsimile to 416 -
595-9593, not less than forty eight (48) hours (excluding Saturdays, Sundays and statutory holidays) before the time
set for the Meeting or any adjournment of the Meeting.
In addition to revocation in any other manner permitted by law, a shareholder who has given a proxy m ay revoke it
as to any matt er upon which a vote has not already been cast pursuant to the authority conferr ed by the proxy. A
proxy may be revoked by either exe cuting a proxy bearing a later date or by executing a valid notice of revocation,
either of the foregoing to be executed b y the shareholder or by his authorized attorney in writing, or, if the
shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by depositing the
proxy bearing a later date with TSX Trust Company at any time up to and including the last bu siness day preceding
the date of the Meeting or any adjournment at whic h the proxy is to be used, or by de positing the revocation of
proxy with the chairman of such Meeting on the day of the Meeting, or any adjournment of the Meeting.
VOTING OF PROXIES
The persons named in the form of proxy are directors and/or officers of the Corporation and have indicated their
willingness to represent as proxy the shareholde r who appoints them. Each shareholder may instruct his proxy how
to vote his shares by completing the proxy form.
The person indicated in the proxy shall vote the shares in respect of which they are a ppointed in accordance with the
direction of the shareholder appointing them.
In the absence o f instructions to vote or w ithhold from voting the Comm on Shares on such matters as the
Shareholder may ins truct, and in the a bsence of any direction to vote for or against on such matters as the
Shareholder may dir ect, the management a ppointees named in t he proxy will vote such sha res in favour of
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the matters on which the Shareholder is entitled to vote as spe cified in the Notice of Meeting, and in favour of
all other matters on which the Shareholder is entitled to vote as proposed by management at the Meeting.
THE FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSON INDICATED
IN THE PROXY WITH RESPEC T TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED
IN THE NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLD ERS (THE "NOTICE")
AND WITH RESPECT TO OT HER MATTERS WHICH MAY PROPE RLY COME BEFORE THE
MEETING. At the time of printing of the Information Circular , the management of the Corporation knows of no
such amendments, variations or other matters to come before the Meeting other than the matters referred to in the
Notice and the Information Circular. If an y matters which are not now known to the directors a nd senior officers of
the Corporation should properly come before the Meeting, the persons named in the form of proxy will vote on such
matters in accordance with their best judgment.
NOTICE AND ACCESS
Notice-and-Access is a mechanism which allows report ing issuers other t han investment funds to choose to d eliver
proxy-related materials to registered holders a nd beneficial owners of its securities by posting such materials on a
non-SEDAR website (usually the reporting issuer's website and sometimes the tr ansfer agent's website) rather than
delivering such materials by mail. The notice -and-access provisions under National Instrument 54-101 and National
Instrument 51 -102 (the " Notice-and-Access Provisions ") can be used to deliver materials for both special a nd
general meetings.
The use of the Notice -and-Access Provisions is intended to reduce paper waste and mail ing costs to the reporting
issuer. In ord er for the Corporation to u tilize the Notice -and-Access Provisions to deliver proxy -related materials,
the Corporation must send a notice to Shareholders indicat ing that the proxy -related materials for the Meeting h ave
been posted elect ronically on a websi te that is not SEDAR and ex plaining how a Shareholder c an access them or
obtain a paper copy of those mater ials. Upon request, beneficial owners are entitled to delivery of a paper copy of
the information circular a t the reporting issue r's expense. This In formation Circular has been posted in full on the
Corporation’s website at
www.eagleplains.com/eplinfocircular2023
and under the Corporation's SEDAR profile at www.sedar.com .
In order to use the Notice-and-Access Provisions, a reporting issuer must set the reco rd date for the meeting at least
40 days prior to the meeting to ensure there is sufficient time for the mat erials to be posted on the applicable website
and the notice of meet ing and form of proxy to be delivered to Shareholders. The requirements for the notice of
meeting are that the Corp oration shall provide basic information about the Meeting and the matters to be voted on,
explain how a Sharehol der can obtain a paper copy o f this Information Circular, and explain the Notice -and-Access
process. The Noti ce of Meeting containing this information has been delivered to Shareholders by the Corporation,
along with the applicable voti ng d ocument (a form of prox y in the case of regis tered S hareholders or a voting
instruction form in the case of non-registered Shareholders).
The Corporation will not rely upon the use of 'stratification'. Stratification occurs when a reporting issuer us ing the
Notice-and-Access P rovisions provides a p aper co py of the information circular to some, but not all, of its
shareholders, along w ith the notice of meeting. In relation to the Meeting, all Shareholders will receive the
documentation required under t he Notice-and-Access Provisions and all documents required to vote at the Meeting.
No Shareholder will receive a paper copy of th is Information Circular from the Co rporation or any intermediary
unless such Shareholder specifically requests same.
The Corporation will be deli vering proxy-related materials to NO BOs indirectly through the use of intermediaries.
The Corporation intends to pay for delivery of materials t o OBOs. As a result, OBOs will also receive the materials
indirectly through the use of intermediaries.
Any shareholder who wishes to receiv e a pape r copy of this Information Circular must contact the Corporation at
Suite 20 0, 4 4-12th Avenue South, Cranbr ook, British Columbia, V1C 2R7 , or by facsimile to 250-426-6899. In
order to ensure that a paper copy of this Information Circular can be delivered to a requesting shareholder in time for
such s hareholder to review this Information Circular and return a p roxy or voting instruction form so that it is
received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) prior to the time
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set for the Meeting or any adjournment of the Meeting, i t is strongly suggested that a s hareholder ensure their
request is received no later than November 10, 2023. All shareholders may call 1-866-486-8673 (toll-free) in order
to o btain additional information about the Notice -and-Access Provisions or to obtain a p aper copy of this
Information Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.
ADVICE TO BENEFICIAL SHAREHOLDERS
The information set forth in this section is of significant importance to many shareholde rs of the Corporation,
as a substantial number of shareholders do not hold Common Shares in their own name. Shareholders who do
not hold their Common Shares in their own nam e ( referred to in this Information Circular as " Beneficial
Shareholders") should no te that only proxies dep osited by share holders whose names appear on the records of the
Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If shares
are listed in an account statement provided to a share holder by a broker, then , in almost all cases, those shares will
not be registered in the shareholder's name on the records of t he C orporation. Such shares will more likely be
registered under the name of the shareholder's broker or an agent of that broker . In Canada, the vast majority of such
shares are registered under the name of CDS & Co. (the registration n ame for The Canadian Depositary for
Securities, which acts as nom inee for many Canadian brokerage firms). Shares held by brokers or their agents or
nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without
specific instructions, a broker and its agents and nomin ees are prohibited from voting shares for the broker's clients.
Therefore, Benefici al S hareholders should e nsure that inst ructions respecting the voting of their Common
Shares are communicated to the appropriate person.
Applicable regulatory policy re quires intermediaries/brokers seek voting instructions from Beneficial Shareholders
in advance of shareholders' meetings. Eve ry intermediary/broker has its own mailing procedures and provides its
own return instructions to clients, whi ch should be carefully f ollowed by Beneficial Shareholders in order to ensure
that their shares are voted a t the Me eting. The majo rity of the bro kers now delegate responsibility for obtaining
instructions from clients to Broadridge Fi nancial Solutions Inc . ("Broadridge"). Broad ridge typically uses its own
voting instruction forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to either
return the voting instruction forms to Broadridge or alternatively provide voting instructions by utilizing a n internet
on-line or automated telephone system. Broadridge then tabulates the re sults of all instruction s received and
provides appropriate instructions respecting the voting of shares to be represented at th e Meeting. A Benefic ial
Shareholder receiving a voting instruction form from Broadridge cannot use that voting instruction form to
vote Common Shares d irectly at the Meeting. The voting instruction form must be returned to Broadridge
well in advance of the Meeting in order to have the Common Shares voted.
Although a Beneficial Shareholder may not be recognized directly at the Me eting fo r the purposes o f voting
Common Shares registered in the name of his broker (or an agent of the brok er), a Beneficial Sh areholder may
attend at the Meeting as a proxyholder for a registered shareholder and vote the Common Shares in that capacity.
Beneficial Shareholders who wish to attend the Meeting and indirectly vote the Common Shares as proxyholder for
the registered shareholder, should enter their own names in the blank space on the voting instruction form provided
to them and return the same t o their broker (or the broker's agent) in accordance with the instructions provided by
such broker (or agent), well in advance of the Meeting.
All references to shareholders in this Information Circular, the accompanying instrument of proxy and Notice are to
shareholders of record unless specifically stated otherwise.
VOTING SHARES
Only the Common Shares of the Corporation ar e entitled to vote at the Meeting. As of the date of this Information
Circular, 115,057,227 Common Shares without nominal or par v alue are issued and outstanding. Each Common
Share entitles the holder to one vote on all matters to come before the Meeting. N o group of sharehold ers has the
right to elect a specified number of directors, nor is there cumulative or similar voting rights attached to the
Common Shares of the Corporation.
The directors of the Corpo ration have fixed October 18, 2023, as the record date for determination of t he persons
entitled to receive notice of the Meeting. A shareholder of record as of the record date is entitled to vote his
Common Shares except to the extent that he has transferred the ownership of any of his shares after the r ecord date,
and the transferee of those shares produces properly endorsed share certificates or otherwise establishes that he own s
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the shares, and demands, not later th an 10 days before the Meeting, that hi s name be included in the shareholder list
before the Meeting, in which case the transferee is entitled to vote his shares at the Meeting.
NOTICE TO SHAREHOLDERS IN THE UNITED STATES
The solicitation of proxies involve securities of an issuer located in Canada and is being effected in accordance with
the corporate laws of the Province of Alberta, Can ada and securities laws of the provinces of Canada. The proxy
solicitation rules under the United States Securities Exc hange Act of 1934, as amended, are not applicable to the
Corporation or this solicitatio n, a nd this solicitat ion ha s been prepared in acc ordance with the disclosure
requirements of the securities laws of the provinces of Canada. Shareholders should be awar e that disclosure
requirements under the securities laws of the provinces of Canada diff er f rom the disclosur e requ irements under
United States securities laws. The enforcement by the Corporation’s shareholders of civ il liabilities under United
States federal securities laws may be affected ad versely by the fact that the Corporation is incorp orated under the
Business Corporations Act (Alber ta), all of its current directors and its executive officers are residents of Ca nada
and a substantial portion, if not all, of its assets and the assets of such persons are located outside the United States.
Shareholders of the Corporation may not be able to sue a foreign company or its officers or directors in a foreign
court for violations of United States federal securi ties laws. It may be difficult to comp el a foreign company and its
officers and directors to subject themselves to a judgment by a United States court.
INFORMATION CONCERNING THE CORPORATION
PRINCIPAL SHAREHOLDERS
To the knowledge of management of the Corporation, as of the date of this Information Circular, no person or
company beneficia lly owned or exercise d cont rol or direction over, directly or indirectly, voting shares of the
Corporation carrying more than ten percent (10%) of the voting rights att ached to all outstanding shares of the
Corporation.
STATEMENT OF EXECUTIVE COMPENSATION
For the purposes of this section, "Named Execut ive Officers" means the Chief Executive Officer (" CEO") and the
Chief Financial Officer ("CFO") of the Corporation and each of the Corporation's or its subsidiaries' three most
highly compensated executive o fficers, other than t he CEO and CFO, whose aggreg ate compensation exceeded
$150,000, any of whom served in such capacity during t he most recently completed financial ye ar ended December
31, 2022.
Compensation Discussion and Analysis
The Corporation’s app roach to executive co mpensation has been to provi de suitable compensation for executives
that is internally equitable, externally competitive and reflects individual ac hievement. The Corporation attempts to
maintain compensation arrangements that will attr act and retain highly qualified individuals who a re able and
capable of carrying out the objectives of the Corporation. The Corporation’s compensation arrangements for the
Named Executive Officers may, in a ddition to salary, include compensation in the form of bonuses and, ove r a
longer term, benefits arising from the grant of stock options.
Compensation Committee
The board of di rectors of the Corporation has established a Corporate Governance and Compensation Committee
(the " CGCC") comprised of director s, w hich establishes and reviews the Corporation’s overall compensation
philosophy and its general compensation policies with res pect to executive officers, including the corporate goals
and objectives and the annual performance objectives relevant to such officers. The CGCC evaluates each officer’s
performance in light these goals and objectives and, based on its evaluation, determ ines and approves the salary,
bonus, options and other benefits for such officers. In determining compensation matters, the CGCC and the board
of di rectors may consider a numbe r of factors, including the Corporation’s performance, the value of similar
incentive awards to officers performing sim ilar functions at comparable companies , the awards given in past years
and other factors it considers relevant. The current overall objective of the Corporation’s compensation strategy is to
reward management for thei r efforts, while seeking to conserve ca sh given current market conditions. With respect
to any bonuses or incentive plan grants which may be awarded to executive officers in th e future, the Corporation
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has not currently set any objective criteria and will instead rely upon any recommendations a nd discussion at the
CGCC level with respect to the above-noted considerations and any o ther matters which the CGCC and board may
consider relevant on a going-forward basis, including the cash position of the Corporation.
The CGCC is comprised of Glen J. Diduck and Timothy J. Termuende neither of whom is independent. Each of the
CGCC members have over 20 years’ experience with public companies and related executive compensation matters.
See “Particulars of Matters to be Acted Upon - Election of Directors" for additional disclosure relating to the skills
and experience of the respective CGCC members.
Components of Executive Compensation:
The components of the executive compensation program are described in the table below:
Compensation element How it is paid What it is designed to reward
Base salary Cash Rewards skills, capabilities, knowledge and experience, reflecting the level of
responsibility, as well as the contribution expected from each executive.
Short-term Incentive Cash Rewards contribution to both department’s performance and the
Corporation’s overall pe rformance. Rewards for resu lts within the current
fiscal year.
Long-term Incentive Stock Options Provides alignment between the interests of ex ecutives and sharehold ers.
Rewards contribution to the long -term performance of the Corporation and
demonstrated p otential for f uture con tribution. Aligns with long -term
corporate performance and provides added incentive for executives to
enhance shareholder value.
Base Salary
The base salary provides an executive with basic compensation and reflects individual responsibility, knowledge and
experience, market competitiveness and the contribution expected from each individual. At its discretion, the CGCC
may compare each executive officer’s salary with the base salaries for similar positions in the comparator group, and
recommends appropriate adjustments, as needed.
Short-term Incentive
Short-term incentive compensation is based on annual results. T he short-term incentive ensures that a portion of an
executive’s compensation varies with actual results in a given year, while providing financial incentives to
executives to achieve short -term financial and strategic objectives. It communicates to execut ives the key
accomplishments the CGCC wishes to reward and ensures that overall executive compensation correla tes with
corporate objectives. The sho rt-term incentive component is structured to reward not only increased value for
shareholders but also performance with respect to key operational factors and non -financial goals important to long-
term success.
Long-term Incentive
The long-term incentiv e component of executive com pensation is designed to ensure commonality of interests
between management and shareholders. This is accomplished by connecting shareholder return and long -term
compensation, motivating executives to achieve long-range objectives that directly benefit shareholders.
Stock options reward executives for growth in the value of the Corp oration’s stock over t he long term. This is the
high risk, high-return component of the executive total compensation program because stock options deliver value to
an executive only if the share price is above the grant price. Th is long-term equity incenti ve i ncludes both a
corporate and personal component.
Summary Compensation Table
For the financial year ended December 31, 2022, the Corporation had two (2) Named Executive Officers.