Board and Executive Update, Ken Brinsden to Transition to Quebec Based CEO / President
Patriot Battery Metals Inc.
Suite 700 - 838 W. Hastings Street, Vancouver, BC, Canada, V6C 0A6
www.patriotbatterymetals.com TSX-V: PMET / ASX: PMT / OTC: PMETF / FSE: R9GA
CAN_DMS: \1002149755
CAN_DMS: \1002149755
Board and Executive Update, Ken Brinsden to
Transition to Quebec Based CEO / President
January 24, 2024 – Vancouver, BC, Canada January 25, 2024 – Sydney, Australia
Highlights
• Highly experienced mining executive, Ken Brinsden, to transition from Non-Executive Chair to
CEO / President / Managing Director residing in Montreal, Quebec
• Pierre Boivin (Quebec resident) to step into the role of Non-Executive Chair from Non-Executive
Director
• Current CEO / President, Blair Way, to move into the COO (Chief Operating Officer) role, retaining
his Executive Board position
• The Board and Management changes to come into effect from 24th January, 2024
• The changes have been made with the intention to increase Patriot's senior leadership presence
within Quebec, as the Company’s Corvette Project enters and moves through the development
phase.
Patriot Battery Metals Inc. (the “Company” or “Patriot”) (TSX-V: PMET) (ASX: PMT) (OTCQB:
PMETF) (FSE: R9GA) is pleased to announce that the Board of Directors has unanimously agreed to
revisions to both the Board and Company’s Executive team in support of the further rapid progress of the
Company’s Corvette Project.
With exploration to date at Corvette demonstrating a scale that is material to the future development of the
North American lithium raw materials and chemicals supply chain, the Company has decided to further
bolster its Quebec presence. The Company considers it essential that key leadership be based in Quebec to
grow Executive and Management capacity and to advance meaningful engagement with key local
stakeholders to ensure the best possible opportunities for the timely development of the project.
Blair Way, COO and Director, comments: “The time is right to build-out capacity in Quebec in support of
the Project’s development. We are lucky to have someone of Ken’s calibre and experience in the lithium
industry leading the charge, given that he has done the job before at Pilbara Minerals, taking the
company from the development phase to one of the world’s biggest lithium producers.
I want to see the Company grow from strength-to-strength and I have no doubt that under the leadership
of Pierre and Ken, being based in Quebec and continuity through my role as COO, we have the right
recipe.”
Pierre Boivin, Non-Executive Chair, said: “When I joined the Company as a Non-Executive Director in
June 2023, I was optimistic about the potential in the Corvette Project. With the great work that Blair and
the team have done and continue to do progressing the project, I continue to be enthused about what
taking the Corvette Project to the next level will mean for Quebec and the development of the North
American and European lithium supply chains.
Ken Brinsden – CEO / President and Director said: “Given its location and the scale that has emerged at
Corvette, it is clearly one of, if not the best lithium raw materials development project globally. Since
joining Patriot in August 2022, Corvette’s importance to the region has only grown and it now deserves
more attention at the local level. Hence my commitment to move to Quebec, build-out the leadership team
and engage deeply with key stakeholders that will contribute to the project’s success.
I’d also like to take this opportunity to express my gratitude to Blair and the important contribution he
has made so far to the Company. From consolidating the impressive land package Patriot currently
boasts, raising the initial capital to fund the drill programs, facilitating the investment from Albemarle
and driving the discovery of the America’s largest Spodumene lithium deposit, he has been a major asset
for the company and will continue to be a positive driving force for Patriot as he takes on the
responsibilities of COO.”
A summary of the material terms of Mr Brinsden's executive services agreement is set out in the Appendix
to this announcement.
Grant of Plan Awards to Directors
The Company also announces it has entered into agreements to grant an aggregate of 1, 348,016 stock
options (the “Options”) and an aggregate of 20,085 Deferred Shares Units (the “DSUs") to certain Company
directors (collectively, the “Plan Awards”).
Pursuant to the rules of the Australian Securities Exchange (“ASX”), the grant of the Plan Awards are
subject to approval by a simple majority of shareholders at the next meeting of the Company’s shareholders.
The Plan Awards are governed by the terms of the Company’s Omnibus Equity Incentive Plan approved
by shareholders of the Company on September 19, 2023 (the “Omnibus Plan”).
Further details of the Plan Awards subject of the proposed grant are set out in the Appendix to this
announcement. A copy of the terms of the Omnibus Plan is available under the Company’s profile at
www.sedarplus.ca.
About Pierre Boivin
Mr Boivin is a seasoned lawyer with over 40 years of experience in business law, notably in the resources
sector. He has practiced for almost 25 years at McCarthy T étrault and is currently acting as C ounsel,
National leader of the Africa Group, Quebec Leader of the Global Metals and Mining Group and a member
of the Strategic Advisory Group of the firm. Pierre’s knowledge spans across several industries, most
notably mining and oil and gas on both a domestic and international scale.
Pierre has been repeatedly recognized over the years as a leading Canadian lawyer in various fields and
publications such as Who’s Who Legal Canada in the mining sector, in the Canadian Legal Lexpert
Directory in the mining, energy (electricity), oil and gas and corporate mid-market sectors as well as in the
Lexpert Special Editions of Leading Canadian Lawyers in the fields of Global Mining, Cross -Border
Corporate, Infrastructure as well as Energy. Acritas Stars and Thompson Reuters have recognized him as a
stand-out lawyer and APL Energies has named him personality of the year in 2019, a career achievement
award in the energy sector in Quebec.
Mr Boivin has served on various profit and non-profit Boards of Directors over the years including currently
Export Development Canada (“EDC”), Development Finance Institute Canada Inc. (“FinDev Canada”) and
NSIA Participations (“Ivory Coast”) as a nominee of the National Bank of Canada. He is also a member of
the Governance Committee of the Canadian Institute of Mining, Metallurgy and Petroleum, is a graduate
of the Canadian Institute of Directors and has received an ESG Global Competent Boards Designation.
About Ken Brinsden
Mr Brinsden is a Mining Engineer with approximately 30 years’ experience in surface and underground
mining operations. Mr Brinsden graduated from the Western Australian School of Mines in 1993. He
previously worked for WMC Resources, Normandy, Central Nor seman Gold Corporation, GoldFields,
Iluka Resources, Atlas Iron and Pilbara Minerals in various production, development, management,
brownfields / green fields mine development, Executive and Board roles.
Mr Brinsden joined Pilbara Minerals as Chief Executive Officer in January 2016 and was appointed
Managing Director and CEO in May 2016. He led the rapid development of Pilbara Minerals through
corporate development, financing, project execution and ongoing production at Pilgangoora such that it has
become one of the leading lithium development projects globally and facilitated Pilbara’s entry into the
ASX 100 (subsequently ASX 50). Pilbara Minerals is now an AUD$11B company producing and selling
in excess of 600,000 tonnes of spodumene concentrate annually, with a developing pipeline of vertically
integrated production growth options.
About Patriot Battery Metals Inc.
Patriot Battery Metals Inc. is a hard -rock lithium exploration company focused on advancing its district -
scale 100% owned Corvette Property located in the Eeyou Istchee James Bay region of Quebec, Canada,
and proximal to regional road and powerline infrast ructure. The Corvette Property hosts the CV5
Spodumene Pegmatite with a maiden mineral resource estimate of 109.2 Mt at 1.42% Li 2O inferred1 and
ranks as the largest lithium pegmatite resource in the Americas based on contained lithium carbonate
equivalent (“LCE”), and one of the top 10 largest lithium pegmatite resources in the world. Additionally,
the Corvette Property hosts multiple other spodumene pegmatite clusters that remain to be drill tested, as
well as more than 20 km of prospective trend that remain to be assessed.
1 The CV5 mineral resource estimate (109.2 Mt at 1.42% Li2O and 160 ppm Ta2O5 inferred) is reported at
a cut-off grade of 0.40% Li2O with effective date of June 25, 2023 (through drill hole CV23-190). Mineral
resources are not mineral reserves as they do not have demonstrated economic viability.
For further information, please contact us at [email protected] or by calling +1 (604) 279-
8709, or visit www.patriotbatterymetals.com. Please also refer to the Company’s continuous disclosure
filings, available under its profile at www.sedarplus.ca and www.asx.com.au, for available exploration data.
On Behalf of the Board of Directors,
“Ken Brinsden”
Ken Brinsden - President, CEO & Managing Director
For further information please contact:
Brad Seward
Vice president, Investor Relations
T: +61 400 199 471
Disclaimer for Forward-Looking Information
This news release contains “forward -looking information” or “forward- looking statements” within the meaning of
applicable securities laws and other statements that are not historical facts. Forward -looking statements are often
identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements
other than statements of historical fact, included in this news release are forward-looking statements that involve risks
and uncertainties. In particular and without l imitation, this news release contains forward- looking statements
pertaining to the Company’s plans with respect to incentive compensation awarded to certain of its directors.
There can be no assurance that such information or statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such statements. Important factors that could cause actual
results to differ materially from the Company’s expectations include, among others, the ability of the Company provide
an updated mineral resource estimate within the time frames indicated and other risks detailed from time to time in
the filings made by the Company with securities regulators, available at www.sedarplus.ca and www.asx.com.au.
The reader is cautioned that assumptions used in the preparation of any forward- looking information may prove to
be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result
of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the
Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information,
although considered reasonable by management at the time of preparation, may prove to be incorrect and actual
results may differ materially from those anticipated. Forward -looking statements contained in this news release are
expressly qualified by this cautionary statement. The forward- looking statements contained in this news release are
made as of the date of this news release and the Company will update or revise publicly any of the included forward-
looking statements as expressly required by applicable law.
No securities regulatory authority or stock exchange, including the TSX Venture Exchange and its Regulation Service
Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed nor accepts responsibility
for the adequacy or accuracy of the content of this news release.
Patriot Battery Metals Inc.
Suite 700 - 838 W. Hastings Street, Vancouver, BC, Canada, V6C 0A6
www.patriotbatterymetals.com TSX-V: PMET / ASX: PMT / OTC: PMETF / FSE: R9GA
CAN_DMS: \1002149755
CAN_DMS: \1002149755
APPENDIX
1. KEN BRINSDEN – KEY TERMS OF EXECUTIVE SERVICES AGREEMENT
In accordance with ASX Listing Rule 3.16.4, a summary of the key terms of Mr Ken Brinsden's new executive
services agreement is set out below.
Term and
termination
Mr Brinsden's employment in the position of President, Chief Executive Officer and Managing
Director will commence on 24 January 2024 and has no fixed term. Mr Brinsden may resign at any
time by giving 3 months' written notice. The Company may terminate Mr Brinsden's employment
at any time by giving written notice and certain payments in lieu of a notice period (among certain
other payments set out further below).
Total fixed
remuneration –
Base salary
Mr Brinsden's total fixed gross remuneration is $500,000 CAD per annum, which is subject to
annual review by the Company. A review does not guarantee an increase, however , Mr Brinsden's
total fixed remuneration may not be reduced.
Variable or 'at
risk'
remuneration –
Short term
incentive (STI)
Mr Brinsden is eligible to earn STI benefits each year in the form of an annual potential cash bonus
valued up to 100% of Mr Brinsden's total fixed remuneration. The actual cash bonus earned by Mr
Brinsden (if any) will be determined at the discretion of the Board, in accordance with the STI
plan, after assessing the performance of the Company and the performance of Mr Brinsden against
agreed performance objectives. The Board may grant Mr Brinsden a cash bonus under the STI plan
of less than 100% of Mr Brinsden's total fixed remuneration in circumstances where not all
performance objectives are met for the relevant year.
Variable or 'at
risk'
remuneration –
Long term
incentive (LTI)
Mr Brinsden remains eligible to participate in any LTI plan the Company may maintain from time
to time, subject to the terms of that plan and any required shareholder approval. The Company
currently maintains the Omnibus Plan. The number of Omnibus Plan securities granted and the
terms and conditions (including any performance hurdles) applying to the vesting or exercise of
those Omnibus Plan securities will be determined at the discretion of the Board.
Payments on
termination
If the Company terminates Mr Brinsden's employment without just cause, or Mr Brinsden resigns
as a result of a materially adverse change occurring in respect of Mr Brinsden's title, position,
authority, responsibility or compensation as set out in the executive services agreement, the
Company will:
• pay accrued components of the total fixed remuneration, an amount in lieu of unused
vacation time and an amount representing the applicable STI plan cash bonus for the year as
pro-rated for the days worked until termination;
• pay an amount in lieu of notice equal to 100% of the annual total fixed remuneration, an
amount representing an indemnity for loss of STI plan bonuses for 12 months equal to 100%
of the annual total fixed remuneration multiplied by two; and
• grant that number of common shares issuable under any outstanding but unvested LTI plan
grants as multiplied by the percentage of the vesting period of such LTI plan awards
representing the period between the date of their grant and the termination date.
If the Company terminates Mr Brinsden's employment for cause, or Mr Brinsden resigns for any
other reason, Mr Brinsden shall only be entitled to any components of the total fixed remuneration
and vacation pay which are accrued and payable (as well as any other incentive compensation
payments which the Board has declared as earned and owing prior to the termination date). Any
awards granted under an LTI plan will be governed by the terms of the LTI plan applying to such
circumstances.
Payment on
change of
control
If a change of control occurs in respect of the Company, Mr Brinsden will be entitled to receive a
cash bonus equal to (i) 24 months’ Base Salary and (ii) 24 months’ of target STIP bonus,
calculated by taking 100% of the Executive's Base Salary at the time of the Change of Control
Event, multiplied by two , less applicable statutory deductions.
2. DETAILS OF PLAN AWARDS TO BE GRANTED TO DIRECTORS
The Company intends to grant the Plan Awards set out below, subject to receipt of shareholder approval in accordance
with ASX Listing Rule 10.14.
Ken Brinsden
• 450,000 Options, each exercisable to acquire one common share of the Company at an exercise price of $9.78
CAD on or before January 24, 2029 (CEO Tranche 1 Options). The CEO Tranche 1 Options are being granted
under the Omnibus Plan in full and final satisfaction of prior agreement to join Patriot as Non-Executive Chair in
2022 and will vest in equal one-third parts on the 1st, 2nd and 3rd anniversaries of January 24, 2024.
• 7,764 DSUs vesting on January 24, 2025. The DSU's are being granted under the Omnibus Plan and represent
DSUs attributable to Mr Brinsden's annual salary up to the financial year end prior to the commencement of the
new executive services agreement, being pro-rated for 10 months.
• 450,000 Options, each exercisable to acquire one common share of the Company at a price per common share
equal to the greater of (i) the closing price of the Company’s common shares on the TSX Venture Exchange on
January 24, 2024 and (ii) the five day volume weighted average trading price of the Company’s common shares
in Canada beginning on January 25, 2024, multiplied by 1.15, and expiring on January 24, 2029 (CEO Tranche 2
Options). The CEO Tranche 2 Options are being granted under the Omnibus Plan as a signing bonus in connection
with Mr Brinsden's transition to CEO, President and Managing Director and will vest in equal one -third parts on
the 1st, 2nd and 3rd anniversaries of January 24, 2024.
Pierre Boivin
• 104,008 Options, each exercisable to acquire one common share of the Company at an exercise price of $9.78
CAD and expiring on January 24, 2029 (Chair Tranche 1 Options). The Chair Tranche 1 Options are being granted
under the Omnibus Plan in recognition of previous services rendered by Mr Boivin during his tenure as a Non-
Executive Director and if approved, will vest in equal one -third parts on the 1st, 2nd and 3rd anniversaries of
January 24, 2024.
• 4,245 DSUs vesting on January 24, 2025. The DSU's are being granted under the Omnibus Plan and represent
DSUs attributable to Mr Boivin's annual salary up to the financial year end as Non-Executive Director as well as
certain DSUs attributable to that portion of the financial year occurring during Mr Boivin's tenure as Non-
Executive Chair.
• 240,000 Options, each exercisable to acquire one common share of the Company , at a price per common share
equal to the greater of (i) the closing price of the Company’s common shares on the TSX Venture Exchange on
January 24, 2024 and (ii) the five day volume weighted average trading price of the Company’s common shares
in Canada beginning on January 25 , 2024, multiplied by 1.15, and expiring on January 24, 2029 (Chair Tranche
2 Options). The Chair Tranche 2 Options are being granted under the Omnibus Plan as a signing bonus in
connection with Mr Boivin's transition to Non- Executive Chair and will vest in equal one -third parts on the 1st,
2nd and 3rd anniversaries of January 24, 2024.
Melissa Desrochers
• 104,008 Options, each exercisable to acquire one common share of the Company at an exercise price of $9.78
CAD and expiring on January 24, 2029 (Director Tranche 1 Options). The Director Tranche 1 Options are being
granted under the Omnibus Plan as a signing bonus in connection with Ms Desrochers appointment to the Board
and if approved, will vest in equal one-third parts on the 1st, 2nd and 3rd anniversaries of January 24, 2024.
• 4,038 DSUs vesting on January 24, 2025. The DSU's are being granted under the Omnibus Plan and represent
DSUs attributable to Ms Desrochers' annual salary up to the financial year end as an Executive Director.
Brian Jennings
• 4,038 DSUs vesting on January 24, 2025. The DSU's are being granted under the Omnibus Plan and represent
DSUs attributable to Mr Jenning's annual salary up to the financial year end as an Executive Director.