REG - SolGold PLC - Notice of AGM and Management Information Circular <Origin Href="QuoteRef">SOLG.L</Origin> - Part 2

SolGoldAnnouncement

29/12/2017 07:10

- Part 2: For the preceding part double click  ID:nRSc5160Aa 

                            
 
 
Director, Aus Tin Mining Limited (ASX) and consultant in the mining industry. 
 
November 1, 2009 
 
3,858,813
(0.23%) 
 
Mr. Craig Jones(1)Queensland, Australia 
 
Non-Executive Director 
 
Executive General Manager, Newcrest Mining Limited (ASX); Director, Morobe
Exploration Services Limited.; Director, Morobe Mining JV Services (Australia)
Pty Ltd.; Director, Newcrest PNG 2 Limited; Director, Wafi Golpu Services
Limited; Director, Cadia Holdings Pty Limited; Director, Harmony PNG 20
Limited (formerly Newcrest PNG 1 Limited); Director, Hidden Valley Services
Limited; Director, Newcrest Operations Limited; and Director, Newgen Pty Ltd. 
 
March 3, 2017 
 
Nil
(0.00%) 
 
Notes: 
 
(1)       Member of the Audit and Risk Management Committee. Chair of the
Audit and Risk Management Committee is Mr. Brian Moller. 
 
(2)       Member of the Health, Safety, Environment and Community Committee.
The full Board performs the role of the Chair of the Health, Safety,
Environment and Community Committee. 
 
(3)       Member of the Remuneration Committee. Chair of the Remuneration
Committee is Mr. John Bovard. 
 
(4)       The information as to principal occupation has been furnished by
each director and/or officer individually. 
 
(5)       Includes direct and indirect interests of the directors and their
related entities. 
 
Biographies 
 
The following biographical information relates to each member of the Board and
includes a description of each individual's principal occupation within the
past five years. 
 
Mr. Nicholas Mather 
 
Mr. Nicholas Mather, Executive Director and CEO, graduated in 1979 from the
University of Queensland with a B.Sc. (Hons., Geology). Mr. Nicholas Mather
has a special area of experience and expertise is the generation of, and entry
into undervalued or unrecognised resource exploration opportunities. He has
been involved in the junior resource sector at all levels for more than 30
years. In that time, he has been instrumental in the delivery of major
resource projects that resulted in nine corporate takeovers and over 5 billion
dollars to shareholders. Mr. Nicholas Mather was co-founder of Arrow Energy NL
(an ASX-listed company) and was responsible for the generation of its Surat
Basin Coal Bed Methane project and served as an Executive Director until 2004.
He was also founder and Chairman of Waratah Coal Inc. until it was acquired in
December 2008 and co-founder and Non-Executive Director of Bow Energy Limited
until its recent takeover by Arrow Energy Pty Ltd. in January 2012. Mr.
Nicholas Mather and the DGR Global team founded Orbis Gold in 2006 and
continued to hold a significant equity stake and board position through to its
takeover in February of 2015. Previously as CEO of BeMax Resources NL (an
ASX-listed company), Mr. Nicholas Mather headed the discovery of the company's
Pooncarie mineral sands project in 1998. He has also been a Non-Executive
Director of Ballarat Goldfields, having assisted with the recapitalisation of
the company in 2002. Mr. Nicholas Mather is Managing Director and Chief
Executive of DGR Global, Executive Chairman of Armour Energy Limited (an
ASX-listed company) and Non-Executive Director of IronRidge Resources Limited
(an AIM-listed company), Dark Horse Resources Limited (ASX-listed company),
Aus Tin Mining Limited (an ASX-listed company) and Lakes Oil NL (an ASX-listed
company). 
 
Mr. Brian Moller 
 
Mr. Brian Moller, Non-Executive Chairman, is a corporate partner in the
Brisbane based law firm HopgoodGanim Lawyers, the Australian solicitors to the
Company. He was admitted as a solicitor in 1981 and has been a partner at
HopgoodGanim Lawyers since 1983. He practices almost exclusively in the
corporate area with an emphasis on capital raising, mergers and acquisitions.
Mr. Brian Moller holds an LLB Hons. from the University of Queensland and is a
member of the Australian Mining and Petroleum Law Association. Mr. Brian
Moller acts for many publicly-listed resource and industrial companies and
brings a wealth of experience and expertise to the Board, particularly in the
corporate regulatory and governance areas. He is a Non-Executive Director of
the following ASX-listed companies: DGR Global, Dark Horse Resources Limited,
Aguia Resources Limited, Platina Resources Limited and Lithium Consolidated
Mineral Exploration Limited, and the Non-Executive Chairman of the ASX-listed
company Aus Tin Mining Limited. 
 
Dr. Robert Weinberg 
 
Dr. Robert Weinberg, gained his doctorate in geology from Oxford University in
1973. He has more than 40 years of experience of the international mining
industry and is an independent mining research analyst and consultant. He is a
Fellow of the Geological Society of London and also a Fellow of the Institute
of Materials, Minerals and Mining. He has been an independent Non-Executive
Director of a number of minerals exploration, development and mining
companies. Prior to his current activities he was Managing Director of the
Institutional Investment at the World Gold Council. Previously he was a
Director of the investment banking division at Deutsche Bank in London after
having been head of the global mining research team at SG Warburg Securities.
He has also held senior positions within Société Générale and was head of the
mining team at James Capel & Co. He was formerly marketing manager of the gold
and uranium division of Anglo American Corporation of South Africa Ltd. 
 
Mr. John Bovard 
 
Mr. John Bovard, Non-Executive Director, is a civil engineer with over 40
years of experience in mining, heavy construction, project development and
corporate management throughout Australia. His career to date has included
roles as CEO of public companies and both executive and non-executive
directorships. He holds a Bachelor's Degree in Civil Engineering, is a Fellow
of the Australasian Institute of Mining and Metallurgy, and a Fellow of the
Australian Institute of Company Directors. Mr. John Bovard is currently a
director of the ASX-listed company Aus Tin Mining Limited. Other roles within
the past five years have included Non-Executive Chairman of Orbis Gold Limited
(resigned February 17, 2015), Non-Executive Director of Australian Pacific
Coal Limited (resigned November 29, 2012), acting as the interim CEO of
Australian Solomon Gold Ltd. (from April 2007 to January 2008) and the
Non-Executive Chairman of Axiom Mining Ltd. (from June 2006 to April 2007).
From March 2002 to June 2006, Mr. John Bovard acted as the CEO of Asia Pacific
Resources Ltd. (listed on the TSX developing a large potash resource in
Thailand). Other directorships have included Danae Resources NL (Managing
Director) and Greenwich Resources PLC, both through to early 2006. He was also
Project Manager for the A$800,000,000 Phosphate Hill Fertiliser Project for
Western Mining Corporation situated south of Mount Isa in Queensland,
Australia. Other previous project experience includes managing the
construction of the Porgera Mine in Papua New Guinea, the super pit expansion
at Kalgoorlie, and the development of the Bronzewing Gold Mine in western
Australia. He was previously the General Manager of the Ok Tedi porphyry
copper gold mine. Mr. John Bovard's corporate profile, together with his
extensive experience in south west Pacific mining operations and construction
is considered to be of great value to the Company. 
 
Mr. Craig Jones 
 
Craig Jones, Non-Executive Director, holds a Bachelor of Mechanical
Engineering from the University of Newcastle, Australia, and joined Newcrest
International in 2008. He is currently the Executive General Manager
Wafi-Golpu. He has held various senior management and executive roles within
the Newcrest group, including General Manager Projects, General Manager Cadia
Valley Operations, Executive General Manager Projects and Asset Management,
Executive General Manager Australian and Indonesian Operations, Executive
General Manager Australian Operations and Projects, and Executive General
Manager Cadia Valley Operations and Morobe Mining Joint Venture. Prior to
joining Newcrest, Mr. Jones worked for Rio Tinto. 
 
Share Ownership 
 
As at the date of this Circular, based on the number of Ordinary Shares and
securities convertible into Ordinary Shares beneficially owned, directly or
indirectly, or over which control or direction is exercised by all of the
directors and officers of the Company as a group, all of the directors and
officers are expected to, as a group, beneficially own, directly or
indirectly, or exercise control or direction over 107,623,438 Ordinary Shares,
representing approximately 6.94% of the issued and outstanding Ordinary Shares
on a non-diluted basis. 
 
Committees of the Board of Directors 
 
The standing committees of the Board consist of the Audit and Risk Management
Committee, the Remuneration Committee and the Health, Safety, Environment and
Community Committee. 
 
The current members of the Audit and Risk Management Committee include Mr.
Brian Moller, Mr. John Bovard and Dr. Robert Weinberg. Mr. Brian Moller is the
Chair of the Audit and Risk Committee. See "Part Eight - Audit and Risk
Management Committee Information". 
 
The current members of the Remuneration Committee include Mr. John Bovard, Mr.
Nicholas Mather, Dr. Robert Weinberg and Mr. Brian Moller. Mr. John Bovard is
the Chair of the Remuneration Committee. See "Part Four - Statement of
Executive Compensation - Compensation Governance" and "Part Seven - Statement
of Corporate Governance Practices - Committees of the Board of Directors -
Compensation and Governance Committee". 
 
The full Board currently sits on the Health, Safety, Environment and Community
Committee. See "Part Seven - Statement of Corporate Governance Practices -
Committees of the Board of Directors - Health, Safety, Environment and
Community Committee". 
 
Cease Trade Orders, Bankruptcies, Penalties and Sanctions 
 
To the knowledge of the Company, as at the date of this Circular, no director
or executive officer of the Company is, or within the 10 years prior to the
date of this Circular has been, a director, CEO or Chief Financial Officer
("CFO") of any company (including the Company), that while that person was
acting in that capacity: 
 
(a)   was subject to a cease trade order (including any management cease trade
order which applied to directors or executive officers of a company, whether
or not the person is named in the order), an order similar to a cease trade
order, or an order that denied the relevant company access to any exemption
under securities legislation, that was in effect for a period of more than 30
consecutive days (an "Order"); or 
 
(b)   was subject to an Order that was issued after the director or executive
officer ceased to be a director, CEO, CFO and which resulted from an event
that occurred while that person was acting in the capacity as director, CEO or
CFO. 
 
Bankruptcy 
 
To the knowledge of the Company, as at the date of this Circular, no director,
executive officer, or shareholder holding a sufficient number of securities of
the Company to affect materially the control of the Company is, or within the
10 years prior to the date of this Circular has: 
 
(a)   been a director or executive officer of any company (including the
Company) that, while that person was acting in that capacity, or within a year
of that person ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or was
subject to or instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed to hold its
assets; or 
 
(b)   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 manager or trustee
appointed to hold the assets of the director, executive officer or
shareholder. 
 
Penalties and Sanctions 
 
To the knowledge of the Company, as at the date of this Circular no director,
executive officer, or shareholder holding a sufficient number of securities of
the Company to affect materially the control of the Company has been subject
to any: 
 
(a)   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 
 
(b)   other penalties or sanctions imposed by a court or regulatory body that
would likely be considered important to a reasonable investor in making an
investment decision. 
 
PART FOUR - STATEMENT OF EXECUTIVE COMPENSATION 
 
Compensation Discussion and Analysis 
 
The following discussion describes the significant elements of the Company's
executive compensation, with particular emphasis on the process for
determining compensation payable to the Company's CEO, CFO, and, other than
the CEO and the CFO, each of the 3 most highly compensated executive officers,
or the 3 most highly compensated individuals acting in a similar capacity
(collectively, the "NamedExecutives" or "NEOs"). Mr. Nicholas Mather,
Executive Director and CEO, Mr. Priy (Priyanka) Jayasuriya, CFO, Mr. Jason
Ward, Consultant/Country Manager, Mr. Benn Whistler, Manager Technical
Services and Mr. Lazaro Roque-Albelo, Manager of Latin American Affairs, were
the NEOs of the Company for the financial year ended June 30, 2017. 
 
Compensation Governance 
 
The Remuneration Committee is a standing committee of the Board that meets
periodically and is responsible for making decisions on directors' and key
management's remuneration packages. The Remuneration Committee has among other
duties the responsibility to recommend to the Board the compensation of the
CEO and that of the other NEOs, as such term is defined under applicable
Canadian securities laws. 
 
The remuneration of the NEOs is determined by the Executive Director who
considers it essential, notwithstanding the small size of the Company and the
fact that it is not yet revenue earning, to recruit and retain individuals of
the highest caliber for that role. Consequently, the Company believes that it
is in the interests of Shareholders that NEOs should be provided with options
in addition to the level of fees considered affordable. 
 
The Remuneration Committee is currently comprised of four members: Mr. John
Bovard (the Chair of the Remuneration Committee), Mr. Nicholas Mather, Dr.
Robert Weinberg and Mr. Brian Moller, all of whom are independent directors,
other than Mr. Nicholas Mather, as determined under National Instrument 58-101
- Disclosure of Corporate Governance Practices ("NI 58-101"). 
 
The Board recognizes the significance of appointing independent, knowledgeable
and experienced individuals to the Remuneration Committee who have the
necessary background in executive compensation and risk management to fulfill
the Remuneration Committee's duties and responsibilities. All members of the
Remuneration Committee enjoy extensive experience in these areas through their
prior and current function and implication with other organizations. 
 
The Remuneration Committee has the responsibility to analyze all matters
related to ensuring a strong leadership role in the continuous development of
the Company and the creation and maximization of value for the shareholders.
The Remuneration Committee and the Board are focused on recruiting and
retaining highly talented and experienced executive officers, taking into
account the fact that the employment market has proven to be very competitive
in recent years. As set out in the Remuneration Committee's charter, the
Remuneration Committee has identified the following priorities in carrying out
its functions: 
 
·      establish and review the remuneration policies and practices of the
Company; 
 
·      establish and review the remuneration packages for the Board, the CEO
and the Company's other executives; 
 
·      oversee the Company's recruitment, retention and terminations policies,
practices and procedures; 
 
·      oversee the Company's incentive plans and equity-based schemes; and 
 
·      make recommendations to the full Board in connection with the above
matters. 
 
Compensation Methodology 
 
The Company expects the Board will review and approve recommendations from the
Remuneration Committee regarding salaries, annual bonuses and equity incentive
compensation for the Named Executives and approve corporate goals and
objectives relevant to their respective compensation. The Remuneration
Committee will use discretion and judgment when determining compensation
levels as they apply to a specific executive officer. 
 
Individual compensation may be based on individual qualifications and skills,
level of responsibility of the position, the compensation terms which may be
required to attract an executive of equivalent experience to join the Board
from another company or any other criteria deemed important by the
Remuneration Committee. In order to meet the Company's objectives, the
Remuneration Committee will be guided by: 
 
·      providing executives with an equity-based incentive plan, namely a
share plan; 
 
·      aligning employee compensation with the Company's corporate objectives;
and 
 
·      attracting and retaining highly-qualified individuals in key
positions. 
 
The Remuneration Committee, in having regard to compensation to be offered to
the Board, the CEO and the Company's other executives, will: 
 
·      review the competitiveness of the Company's executive compensation
programmes to ensure that: 
 
o  the programmes are attractive, with a view to ensuring the retention of
corporate officers; 
 
o  the motivation of corporate officers to achieve the Company's business
objectives; and 
 
o  the alignment of the interests of key leadership with the long term
interests of the Company's Shareholders. 
 
·      consider and make recommendations to the Board on the entire specific
remuneration for each individual of management (including fixed pay, incentive
payments, equity awards, retirement rights, service contracts) having regard
to the executive remuneration policy. 
 
·      design the remuneration policy in such a way that it: 
 
o  motivates directors and management to pursue the long-term growth and
success of the Company within an appropriate control framework; and 
 
o  demonstrates a clear relationship between key executive performance and
remuneration. 
 
·      ensure that: 
 
o  the remuneration offered is in accordance with prevailing market
conditions, and that exceptional circumstances are taken into consideration; 
 
o  contract provisions reflect market practice; and 
 
o  targets and incentives are based on realistic performance criteria. 
 
Risk Management 
 
The Company expects that the Remuneration Committee will review the practices
the Company uses to identify and mitigate compensation policies and practices
that could create or incentivize any inappropriate or excessive risk-taking by
executive officers. The Company does not believe that its compensation
practices and policies are reasonably likely to have a material adverse effect
on the Company. 
 
Components of the Compensation Program for the Year ended June 30, 2017 
 
The compensation package for NEOs is primarily comprised of 4 elements: base
salary, annual incentive (bonus) compensation, long-term incentive
compensation and benefits. Each element of compensation is described in more
detail below. All salaries, salary increases, cash bonuses and share-based
compensation for the NEOs are reviewed, considered and approved by the
Remuneration Committee and, in turn, the Board. The mix of pay and the
weighting of short-term and long-term incentives reflects the NEOs' position
and his or her ability to impact the short-term and long-term performance of
the Company. For this purpose, the Board takes into account compensation paid
by other companies which the Company deems to be comparable. 
 
Base Salary 
 
Base salary is the fixed component of total direct compensation for the NEOs,
and is intended to attract and retain executives, providing a competitive
amount of income certainty. The actual base salaries of the NEOs will reflect
numerous factors relevant to the discharge of their duties, including the
complexity of their respective roles, the amount of applicable industry
experience, the function their respective roles play in the Company's
corporate development and the need to attract and retain talented individuals.
Base salaries are reviewed and compared to similar benchmarked positions in
the Company's industry peer group in the relevant marketplace. Consideration
is also given to the NEO's time in the role, and/or material differences in
responsibilities compared with the benchmarked similar role in the peer group
data. The NEO base salaries are generally targeted to the Company's peer group
and adjusted for individual contribution and performance. 
 
Annual Cash Incentive Plans 
 
The short-term incentive compensation for the NEOs is based on their
performance as a team against corporate objectives approved by the Board and
bonuses are paid by the Board, at its full discretion, based on recommendation
of the Remuneration Committee. 
 
Long-Term Incentive Compensation 
 
The share incentive plan (the "Share Incentive Plan") of the Company was
adopted by the Board in July 2017 and approved by shareholders at the annual
general meeting held on July 28, 2017. The Company understands that the
establishment of a balance between short and long-term compensation is
essential for the Company's sustained performance, including its ability to
attract, motivate and retain a pool of talented executives in a very
competitive employment market as well as to ensure a proper alignment of the
NEOs' interests with those of shareholders. As of June 30, 2017, no Options
have been issued under the Share Incentive Plan. 
 
The Share Incentive Plan is summarized in the table below. A more detailed
summary can be found under the heading "Long-Term Incentive Plan". 
 
 Key Terms         Summary of Share Incentive Plan                                                                                                                                           
 Securities        An Option entitles a holder (an "Optionee") to purchase an Ordinary Share at an exercise price set at the time of the grant. Ordinary Shares granted under the Share      
                   Incentive Plan will be new Ordinary Shares.                                                                                                                               
 Eligibility       Under the Share Incentive Plan, eligible participants includes the directors, officers and employees (including both full-time and part-time employees) of the Company or 
                   of any designated affiliate of the Company and any person or corporation engaged to provide ongoing management or consulting services for the Company or a designated     
                   affiliate of the Company (or any employee of such person or corporation) are eligible to participate.                                                                     
 Administration    The Share Incentive Plan is administered by the Board or the committee of the Board authorized to administer the Share Incentive Plan, including the Remuneration         
                   Committee (the "Committee").                                                                                                                                              
 Exercise Price    The exercise price for Options is determined by the Committee at the time the Option is granted, provided that the exercise price of any Option may not be less than the  
                   closing price of the Ordinary Shares on the TSX, or such other principal market upon with the Ordinary Shares are traded, on the last trading day immediately preceding   
                   the date of the grant of such Option.                                                                                                                                     
 Limitations       The maximum number of Ordinary Shares made available for the Share Incentive Plan shall not exceed 10% of the total number of Ordinary Shares then outstanding on a non   
                   -diluted basis immediately prior to the proposed grant of the applicable Option.The maximum number of Ordinary Shares issuable to insiders, at any time, pursuant to the  
                   Share Incentive Plan and any other share compensation arrangement is 10% of the total number of Ordinary Shares then outstanding. The maximum number of Ordinary Shares   
                   issued to insiders, within any one year period, pursuant to the Share Incentive Plan and any other share compensation arrangement is 10% of the total number of Ordinary  
                   Shares then outstanding.                                                                                                                                                  
 
 
Benefits 
 
Employee benefits include share based payment transactions and retirement
benefits. The Company measures the cost of equity-settled transactions with
employees by reference to the fair value of the equity instruments at the date
at which they are granted. Estimating fair value for share based payment
transactions requires determining the most appropriate valuation model, which
is dependent on the terms and conditions of the grant. This estimate also
requires determining the most appropriate inputs to the valuation model
including the expected life of the Option, volatility and dividend yield and
making assumptions about them. 
 
The Company pays superannuation and pension entitlements as and where
required. Contributions payable for the year are charged to the statement of
comprehensive income. Other than where noted below in "Employment Agreements
and Potential Payments Upon Termination", payments to NEOs are inclusive of
retirement (superannuation) payments. 
 
In Australia, employees have a choice of where superannuation contributions
are paid, which has to be a registered superannuation fund, run independently
of the Company. Employers have to pay compulsory superannuation contributions
(currently 9.5% of ordinary time earnings) for eligible employees on amounts
earned up to the maximum superannuation contribution base (which is currently
A$51,620 per quarter). 
 
The Company makes payments in accordance with applicable legislation (i.e.,
United Kingdom and Australian legislation) and does not operate a defined
contribution plan. However, the Company makes superannuation payments. The
effect of the payments made by the Company pursuant to such legislation is
similar to that of a defined contribution plan. 
 
Employment Agreements and Potential Payments Upon Termination 
 
Individual employment agreements stipulate that, in the case of termination of
employment initiated by the Company for reasons other than cause, the Company
will make the following severance payments to its NEOs: 
 
Mr. Nicholas Mather, Executive Director and CEO 
 
On June 23, 2017, the Company entered into a consultancy agreement (the
"SamuelConsultancy Agreement") with Samuel Capital Pty Ltd. ("Samuel"), a
company associated with Mr. Nicholas Mather, pursuant to which Samuel is
engaged as an independent contractor to the Company. 
 
The Samuel Consultancy Agreement continues for a term of 2 years with an
option to extend the arrangement for a further 2 years at the election of
either party. 
 
Samuel is appointed to provide the Company with the following services: 
 
·     to cause and procure the provision of an key person, being Mr. Nicholas
Mather, or such other person as agreed in writing between the Company and
Samuel, to discharge all of the usual duties performed by an Executive
Director of a publicly listed gold and copper exploration company; 
 
·     to liaise with the Chair of the Company; 
 
·     prepare and submit (or procure that the Company's management prepare and
submit) to the Board for their approval work programmes and budgets on a
regular basis as deemed appropriate by the Board for the progression of a
project or programme, and in any event not less than 6 monthly intervals, for
all proposed Company activities; 
 
·     manage and deliver the implementation of acquisition and divestment
strategies; 
 
·     liaise with corporate and financial advisors, bankers, regulators and
independent consultants; 
 
·     manage broker and investor liaison and promotional activities; 
 
·     liaise with external advisors and brokers to the Company; 
 
·     preparation and execution of capital raisings, corporate restructures
and change of control transactions; 
 
·     presentation to the Board of activity reports and new business
proposals; and 
 
·     execution of Board directives, 
 
(collectively, the "Services"). 
 
In consideration for the provision of the Services listed above, Samuel is
entitled to an annual fee (exclusive of GST) of A$400,000, payable in monthly
installments (the "Consultancy Fee"). 
 
Every 6 months during the term of the Samuel Consultancy Agreement, the
Remuneration Committee will undertake a review of the performance of Samuel in
providing the Services. Based on that review, the Remuneration Committee may
adjust the Consultancy Fee as deemed appropriate and determine whether or not
a bonus (up to 40% of the value of the then existing Consultancy Fee) is to be
awarded having regard to the key performance indicators (and their respective
weightings) set out in the table below: 
 
 Beneficial achievements in the course of execution of approved programmes including:·      surpassing targeted works;·      cost savings; and·      surpassing time estimates  30%    
 Growth of business through acquisitions, new projects and other means                                                                                                          32.5%  
 Risk management and safety performance                                                                                                                                         5%     
 Share price performance measured against mining and exploration sector of listed companies on any relevant stock exchange                                                      32.5%  
                                                                                                                                                                                       
 
 
Share price performance measured against mining and exploration sector of
listed companies on any relevant stock exchange 
 
32.5% 
 
In addition to any bonus determined by reference to the key performance
indicators, the Board may also in its sole discretion, issue or pay additional
bonuses to Samuel. 
 
The Samuel Consultancy Agreement also provides for the payments of A$187,497
and A$100,000 in consideration for the continued provision of Services by
Samuel on a month-to-month basis following the expiry of Samuel's prior
consultancy agreement with the Company. 
 
The Samuel Consultancy Agreement provides for the issue (subject to any
necessary regulatory consents or approvals) to Samuel (or its nominee) of
26,250,000 Options that: 
 
·     vest immediately upon the earlier of the date that: 
 
○    is 18 months after the date the Options are issued; 
 
○    a Change of Control Event (as such term is defined in the Samuel
Consultancy Agreement) occurs; and 
 
o  Samuel ceases to be a contractor of the Company, other than due to a
material breach of the Samuel Consultancy Agreement, fraud or dishonesty. 
 
·     have an exercise price of £0.60 per Ordinary Share; and 
 
·     expire on the earlier of: 
 
○    third anniversary of the date they are issued; 
 
○    the expiration of 3 months, or any longer period as may be determined by
the Board, after Samuel ceases to be a contractor of the Company; or 
 
○    Samuel ceasing to be a contractor of the Company due to material breach
of the Samuel Consultancy Agreement, fraud or dishonesty. 
 
The Company will reimburse Samuel for all reasonable and necessary expenses
incurred in the performance of the Services, provided that Samuel provides
documentary evidence acceptable to the Company. Samuel is also entitled to
certain additional including, the reimbursement of the cost of business class
airfares for the spouse of the key person to accompany the key person on 3
separate, return, international trips each year during the term of the Samuel
Consultancy Agreement. 
 
The Samuel Consultancy Agreement can be terminated by the Company by giving 12
months' written notice to Samuel or by the Company paying Samuel the amount
equivalent to the Consultancy Fee for such 12 month period. The Samuel
Consultancy Agreement can be terminated by Samuel by giving 3 months' written
notice to the Company and if Samuel provides such written notice, the Company
may elect to pay Samuel the amount equivalent to the Consultancy Fee for such
3 month period in lieu of retaining the services of Samuel for such 3 month
period. In the event that Samuel breaches the Samuel Consultancy Agreement,
becomes insolvent, its officers are charged with a criminal offence which
brings the Company or its business into disrepute, or Mr. Nicholas Mather
resigns as a director due to his resignation, the Company may terminate the
Samuel Consultancy Agreement, at its sole discretion, without payment of any
fees, remuneration or compensation (other than that which has already
accrued). 
 
Samuel is solely responsible for the remuneration and benefits of Mr. Nicholas
Mather and the staff of Samuel, including their wages or salaries, paid public
holidays, annual leave, sick leave, superannuation, pay-as-you-earn tax and
other taxes, workers' compensation and other insurances and all other
obligations arising out of or in connection with the activities of Samuel. The
Samuel Consultancy Agreement is governed by the laws of Queensland,
Australia. 
 
Mr. Priy (Priyanka) Jayasuriya, Chief Financial Officer 
 
In addition to his role as CFO of the Company, Mr. Priy (Priyanka) Jayasuriya
also acts concurrently as the CFO of DGR Global (among other companies).
Previously, both the services and remuneration of Mr. Priy (Priyanka)
Jayasuriya were provided in, and included as, part of an administration
services arrangement with DGR Global (the "Administration Services
Agreement"). On and from October 1, 2016, the Company continued to receive the
services of Mr. Priy (Priyanka) Jayasuriya as part of the Administration
Services Agreement with DGR Global, however the Company will also directly
remunerate Mr. Priy (Priyanka) Jayasuriya for A$35,000 per annum for his
services as CFO of the Company. The Company may terminate the services of Mr.
Priy (Priyanka) Jayasuriya by giving one month's notice. 
 
Administration Services Agreement 
 
On March 21, 2017, the Company entered into the Administration Services
Agreement with DGR Global, pursuant to which DGR Global agreed to provide
administration services to the Company. The Administration Services Agreement
supersedes the previous longstanding arrangements between the parties, as to
the provision of administration services. The services provided under the
Administration Services Agreement include, but are not limited to: (i) the
grant of a non-exclusive licence for the Company to occupy part of DGR
Global's premises; (ii) the use of existing office furniture, equipment and
certain stationery; (iii) full information technology infrastructure and
maintenance services under licence; (iv) general telephone, reception, meeting
room and office facilities; (v) payroll and accounts payable services; and
(vi) public investor and shareholder relations service (the "Administration
Services"). 
 
In consideration for the provision of the Administration Services, the Company
will initially pay DGR Global a fee of A$30,000 (plus GST) per month. The fee
payable is subject to an annual review by the parties. The Company must also
reimburse DGR Global for outgoings incurred in conducting the business. 
 
The initial term of the Administration Services Agreement is 2 years from the
date of the agreement, with the option to extend the term by 2 years any
number of times, at the election of either party, upon written notice within
the last 30 days of the then existing term. 
 
The Administration Services Agreement may be terminated by either party: (i)
immediately for cause (including upon the other party's insolvency or material
breach of the agreement); (ii) upon 12 months' written notice to the other
party, if that other party has undergone a change of control (in respect of
the composition of the Board or of more than half of the issued shares of that
other party); and (iii) upon 6 months' written notice to the other party
(subject to no change of control having occurred). 
 
Mr. Jason Ward, Consultant/Country Manager 
 
On July 1, 2015, the Company entered into a services contract with Mr. Jason
Ward, pursuant to which Mr. Jason Ward is engaged by the Company as an
independent contractor in the position of "country manager", to provide
management and geological services to the Company and its subsidiaries until
such time as the contract is terminated (the "WardConsultancy Agreement"). 
 
Mr. Jason Ward is engaged to perform services under the agreement on a
day-rate basis and in consideration for such services (as varied by way of
letter dated October 1, 2016), receives A$1,430 (exclusive of GST) per day
(based upon a 7.5 hour day) as a mixture of cash and shares. Mr. Jason Ward is
solely responsible for his superannuation. 
 
Either party may terminate the Ward Consultancy Agreement by giving 3 months'
written notice (or by way of payment in lieu). The Company may terminate the
Ward Consultancy Agreement at any time with notice for cause, where Mr. Jason
Ward: (i) is in breach of the Ward Consultancy Agreement; (ii) becomes
bankrupt; or (iii) is charged with a criminal offence which in the reasonable
opinion of the Company brings the Company or its business into disrepute. 
 
The Ward Consultancy Agreement is governed by the laws of Queensland,
Australia, or such other jurisdiction as the Company resolves in its sole
discretion. 
 
Mr. Benn Whistler, Manager Technical Services 
 
On or about July 1, 2015, the Company entered into an employee services
agreement with Mr. Benn Whistler, pursuant to which Mr. Benn Whistler is
engaged by the Company as Manager - Technical Services on and from July 1,
2015 and until such time as the agreement is terminated. 
 
Mr. Benn Whistler is engaged to manage the technical services and technical
team business unit of the Company and to assist the Country Manager. In
consideration for the services provided (as varied by way of letter dated
October 1, 2016), Mr. Benn Whistler is entitled to receive an annual base
salary of A$278,784 (inclusive of statutory superannuation entitlements), may
be invited to participate in the Company's employee incentive option scheme
and may receive an annual bonus payment as determined by the Board (subject to
satisfaction of key performance indicators). 
 
Mr. Benn Whistler may terminate the agreement either by giving 3 months'
written notice of termination (or such other period as may be mutually agreed
in writing), or immediately in the event that there is a significant
diminution of his job content, status, responsibility or authority (the
"Whistler Diminution Termination"). The Company may terminate the agreement
without cause by giving 3 months' notice, or in the event of serious
misconduct, immediately. 
 
In the event of Whistler Diminution Termination, but subject to any
restrictions or approvals under the applicable listing rules and the Act, the
Company will make a payment to Mr. Benn Whistler equal to 3 months of his
annual base salary (inclusive of any other payments to which he might be
entitled on termination). The agreement is governed by the laws of Queensland,
Australia. 
 
Mr. Lazaro Roque-Albelo, Manager of Latin American Affairs 
 
On August 27, 2014, the Company entered into an executive services agreement
with Mr. Lazaro Roque-Albelo, pursuant to which Mr. Lazaro Roque-Albelo is
engaged by the Company as Manager of Latin American Affairs on and from
September 15, 2014 and until such time as the agreement is terminated. 
 
Mr. Lazaro Roque-Albelo is required to devote himself to usual working hours
of at least 50 hours per week to the performance of his duties, which include
the following: 
 
·     assisting in relation to environmental management plan and related
matters in Ecuador and other Latin American countries; 
 
·     overseeing community relations and governmental relations in Ecuador and
other Latin American countries; 
 
·     advising in relation to health and safety related issues in Ecuador and
other Latin American countries; 
 
·     assisting senior management of Exploraciones Novomining S.A. in relation
to Ecuadorian mining exploration projects 
 
·     the provision of advice in negotiations in respect of security,
taxation, fiscal arrangements, environmental planning and execution,
permitting, labour and industrial relations, occupational workplace health and
safety, insurance and any other corporate, government or community liaison
activities or introductions at any level in Ecuador and other Latin American
countries (and advice on the design and supervision of programs and studies
required in respect of such matters); 
 
·     assistance with the acquisition of other projects and tenures in Ecuador
and other Latin American countries; and; 
 
·     supervising all stakeholder relations matters in respect of Ecuador and
other Latin American countries. 
 
In consideration for the services listed above, Mr. Lazaro Roque-Albelo is
entitled to receive an annual base salary of A$275,000 (plus statutory
superannuation contributions), may be invited to participate in the Company's
employee incentive option scheme and may receive an annual bonus payment as
determined by the Board (subject to satisfaction of key performance
indicators) up to a maximum of 30% of annual base salary. 
 
Mr. Lazaro Roque-Albelo may terminate the agreement either by giving 6 months'
written notice of termination (or such other period as may be mutually agreed
in writing), or immediately in the event that there is a significant
diminution of his job content, status, responsibility or authority (the
"Roque-Albelo Diminution Termination"). The Company may terminate the
agreement without cause by giving 6 months' notice, or in the event of serious
misconduct, immediately. 
 
In the event of Roque-Albelo Diminution Termination, but subject to any
restrictions or approvals under the applicable listing rules and the Act, the
Company will make a payment to Mr. Lazaro Roque-Albelo equal to 6 months of
his annual base salary (inclusive of any other payments to which he might be
entitled on termination). The agreement is governed by the laws of Queensland,
Australia. 
 
PART FIVE - DIRECTOR COMPENSATION 
 
Compensation Discussion and Analysis 
 
A function of the Remuneration Committee is to assist the Board in fulfilling
its responsibilities relating to the compensation of the directors of the
Company. The Remuneration Committee is empowered to review the compensation
levels and components of the Company's directors and to report and make
recommendations thereon to the Board and to consider any other matters which,
in the Remuneration Committee's judgment, should be taken into account in
reaching any recommendation to the Board concerning the compensation levels of
the Company's directors. 
 
The Company's directors' compensation program is designed to attract and
retain qualified individuals to serve on the Board. Each Non-Executive
Director receives an annual retainer of A$70,000, all of which is payable in
cash and none of which is payable in security based compensation. As Chairman
of the Company, Mr. Brian Moller receives an annual retainer of A$110,000. The
Executive Director will receive an annual retainer of A$400,000. From time to
time, the Board, in its discretion, may also compensate directors with fees
for their services on Board projects. The Company has agreed to reimburse
directors for all reasonable expenses incurred in order to attend meetings. 
 
Indebtedness of Directors and Executive Officers 
 
In June 2012, loans were extended to entities associated with four parties who
were officers or employees of the Company at that time (being Mal Norris,
Damien Luloffs, Bruce Rohrlach and Wendy Collins). These loans related to the
subscription funds for a total of 10,700 Ordinary Shares. Upon their leaving
the employment of the Company, these loans were forgiven on mutually agreed
upon terms. Apart from these loans, no director or officer of the Company, or
any associate or affiliate of such person, is or ever has been indebted to the
Company with respect to the purchase of securities or otherwise; nor has any
such person's indebtedness to any other entity been the subject of a
guarantee, support agreement, letter of credit or other similar arrangement or
understanding provided by the Company. 
 
Part SIX - LONG-TERM INCENTIVE PLAN 
 
The long-term compensation plan of the Company is comprised of a Share
Incentive Plan for employees, officers and consultants, which is designed to
align participants' interests with those of the Shareholders. The Share
Incentive Plan of the Company was adopted by the Board in July 2017 and was
approved by Shareholders at the annual general meeting of the Company held on
July 28, 2017. 
 
The Board and any Committee thereof, have the power and discretionary
authority to determine the terms and conditions of any grants under share
plans, including the individuals who will receive the grants, the term, the
exercise price, the number of Ordinary Shares subject to each grant, the
limitations or restrictions on vesting and exercisability of grants,
acceleration of vesting or the waiver of forfeiture or other restrictions on
awards, the form of consideration payable on exercise, whether grants will
entitle the participant to receive dividend equivalents and the timing of the
grants. The Board and any Committee thereof will also have the power to
establish award exercise procedures and procedures for payment of withholding
tax obligations with cash. 
 
Share Incentive Plan 
 
The following table sets forth all compensation plans under which equity
securities of the Company are authorized for issuance previously approved by
security holders and all compensation plans under which equity securities of
the Company are authorized for issuance not previously approved by security
holders as at June 30, 2017: 
 
 Equity compensation plans approved by securityholders      151,624,569  £0.4338  63,270,801(1)  
 Equity compensation plans not approved by securityholders  Nil          Nil      Nil            
 Total                                                      151,624,569  £0.4338  63,270,801     
 
 
Nil 
 
Nil 
 
Nil 
 
Total 
 
151,624,569 
 
£0.4338 
 
63,270,801 
 
Notes: 
 
(1)                       Based on their being 151,555,686 Ordinary Shares
outstanding as at June 30, 2017. 
 
Summary of the Share Incentive Plan 
 
Purpose of the Share Incentive Plan 
 
The Share Incentive Plan provides for the acquisition of Ordinary Shares by
eligible participants for the purpose of advancing the interests of the
Company through the motivation, attraction and retention of key employees and
directors of the Company and to secure for the Company and the shareholders of
the Company the benefits inherent in the ownership of Ordinary Shares by key
employees and directors of the Company, it being generally recognized that
share incentive plans aid in attracting, retaining and encouraging employees
and directors due to the opportunity offered to them to acquire a proprietary
interest in the Company. 
 
Administration of the Share Incentive Plan 
 
The Share Incentive Plan is administered by the Board or any Committee of the
Board authorized to administer the Share Incentive Plan. 
 
Ordinary Share Availability and Participation Limits 
 
The maximum number of Ordinary Shares made available for the Share Incentive
Plan shall not exceed 10% of the total number of Ordinary Shares then
outstanding on a non-diluted basis immediately prior to the proposed grant of
the applicable Option. 
 
The maximum number of Ordinary Shares issuable to insiders, at any time,
pursuant to the Share Incentive Plan and any other share compensation
arrangement is 10% of the total number of Ordinary Shares then outstanding.
The maximum number of Ordinary Shares issued to insiders, within any one year
period, pursuant to the Share Incentive Plan and any other share compensation
arrangement is 10% of the total number of Ordinary Shares then outstanding. 
 
The maximum number of Ordinary Shares issuable to non-employee directors, at
any time, pursuant to the Share Incentive Plan and any other any other share
compensation arrangement is 1% of the total number of Ordinary Shares then
outstanding. The total annual grant to any one non-employee director, within
any one year period, pursuant to the Share Incentive Plan and any other share
compensation arrangement shall not exceed a maximum grant value of A$150,000
worth of securities, of which the value of Options shall not exceed A$100,000
per non-employee director. 
 
For purposes of the non-employee director participation limits, the aggregate
number of securities granted under all share compensation arrangements shall
be calculated without reference to: (i) the initial securities granted under
the share compensation arrangements (pre-existing or otherwise) to a person
who was not previously an insider of the Company, upon such person becoming or
agreeing to become a director of the Company. However, the aggregate number of
securities granted under all share compensation arrangements in this initial
grant to any one non-employee director shall not exceed a maximum value of
A$150,000 worth of securities; and (ii) the securities granted under the share
compensation arrangements to an eligible director who was also an officer of
the Company at the time of grant but who subsequently became a non-employee
director. 
 
Participants 
 
Under the Share Incentive Plan, eligible participants includes the directors,
officers and employees (including both full-time and part-time employees) of
the Company or of any designated affiliate of the Company and any person or
corporation engaged to provide ongoing management or consulting services for
the Company or a designated affiliate of the Company (or any employee of such
person or corporation). Subject to the provisions of the Share Incentive Plan,
the Committee may from time to time determine the participants to whom Options
may be granted, the number of Ordinary Shares to be made subject to each
Option granted, the expiry date of each Option granted, the exercise price of
each Option granted and the other terms of each Option granted. 
 
Exercise Price of Options 
 
The price per share at which any Ordinary Share which is the subject of an
Option may be purchased shall be determined by the Committee at the time the
Option is granted, provided that the exercise price of any Option may not be
less than the closing price of the Ordinary Shares on the TSX, or such other
principal market upon with the Ordinary Shares are traded, on the last trading
day immediately preceding the date of the grant of such Option. 
 
Term of Options 
 
Each Option, unless sooner terminated pursuant to the provisions of the Share
Incentive Plan, will expire on a date to be determined by the Committee at the
time the Option is granted, subject to amendment by an employment contract,
which date cannot be later than ten years after the date the Option is
granted. However, if the expiration date falls within a blackout period or
within ten business days after a blackout period expiry date, then the
expiration date of the Option will be the date which is ten business days
after the blackout period expiry date. 
 
Vesting of Options 
 
Except as otherwise specifically provided in any employment contract or in the
provisions of the Share Incentive Plan, Options may be exercised (in each case
to the nearest full share) during the Option period only in accordance with
the vesting schedule, if any, determined by the Committee, in its sole and
absolute direction, at the time of the grant of the Option, which vesting
schedule may include performance vesting or acceleration of vesting in certain
circumstances and which may be amended or changed by the Committee from time
to time with respect to a particular Option. If the Committee does not
determine a vesting schedule at the time of the grant of any particular
Option, such Option shall be exercisable in whole at any time, or in part from
time to time, during the Option period. 
 
Eligible Participants on Exercise 
 
Subject to the provisions of the Share Incentive Plan, an Option may be
exercised by the Optionee in whole at any time, or in part from time to time,
during the Option period, provided however that, except as otherwise
specifically provided by the provisions of the Share Incentive Plan or in any
employment contract, no Option may be exercised unless the Optionee at the
time of exercise thereof is: 
 
(a)   in the case of an eligible employee, an officer of the Company or a
designated affiliate of the Company or in the employment of the Company or a
designated affiliate of the Company and has been continuously an officer or so
employed since the date of the grant of such Option, provided, however, that a
leave of absence with the approval of the Company or such designated affiliate
of the Company will not be considered an interruption of employment for
purposes of the Share Incentive Plan; 
 
(b)   in the case of an eligible director who is not also an eligible
employee, a director of the Company or a designated affiliate of the Company
and has been such a director continuously since the date of the grant of such
Option; and 
 
(c)   in the case of any other eligible participant, engaged, directly or
indirectly, in providing ongoing management, consulting or other services for
the Company or a designated affiliate of the Company and has been so engaged
since the date of the grant of such Option. 
 
Lapsed Options 
 
If Options granted under the Share Incentive Plan are surrendered, terminate
or expire without being exercised in whole or in part, new Options may be
granted covering the Ordinary Shares not purchased under such lapsed Options. 
 
Effect of Death on Options 
 
If a participant or, in the case of a person or corporation engaged to provide
ongoing management or consulting services for the Company or a designated
affiliate of the Company which is not an individual, the primary individual
providing services to the Company or designated affiliate of the Company on
behalf of the person or corporation engaged to provide ongoing management or
consulting services, shall die, any Option held by such participant or
individual at the date of such death shall become immediately exercisable
notwithstanding any term or condition of such Option, and shall be exercisable
in whole or in part only by the person or persons to whom the rights of the
Optionee under the Option shall pass by the will of the deceased or the laws
of descent and distribution until the expiration of the Option period in
respect of such Option (or such shorter period of time as is otherwise
provided in an employment contract or the terms and conditions of any Option),
but only to the extent that such Optionee was entitled to exercise the Option
at the date of the deceased's death in accordance with the terms of the Share
Incentive Plan. 
 
Effect of Termination of Employment or Services 
 
If a participant: (i) ceases to be a director of the Company and of the
designated affiliates of the Company (and is not or does not continue to be an
employee thereof) for any reason (other than death); or (ii) ceases to be
employed by, or provide services to, the Company or the designated affiliates
of the Company (and is not or does not continue to be a director or officer
thereof), or any corporation engaged to provide services to the Company or the
designated affiliates of the Company, for any reason (other than death) or
receives notice from the Company or any designated affiliate of the Company of
the termination of his or her employment contract, except as otherwise
provided in any employment contract or the terms and conditions of any Option,
in situations of termination not for cause, such participant will have 90 days
(unless extended by the Board) following termination to exercise his or her
Options to the extent that such participant was entitled to exercise such
Options at the date of termination, and, in situations other than a
termination not for cause, any Options held by such participant on the date of
such termination shall be forfeited and cancelled as of that date.
Notwithstanding the foregoing or any employment contract, in no event may such
right extend beyond the Option period. 
 
Effect of Change of Control on Options 
 
If, at the time of a change of control, the participant is an officer or
employee of the Company or of any designated affiliate of the Company and,
within 12 months of such change of control, the Company terminates the
employment or services of said participant for any reason other than cause or
an involuntary termination occurs with respect to such officer or employee of
the Company or of any designated affiliate of the Company, then, on the date
of such event of termination, all of the participant's Options shall
immediately vest, if not already vested. 
 
If, at the time of a change of control, the participant is not an officer or
employee of the Company or of any designated affiliate of the Company, then
all of the participant's Options shall immediately vest on the date of the
change of control, if not already vested. 
 
In either of the foregoing events, as applicable, all Options so vested may be
exercised in whole or in part by the participant from such applicable date
until the expiry of their respective Option periods, except as otherwise
provided in any employment contract or the terms and conditions of any
Option. 
 
Acceleration on Take-over Bid 
 
If a take-over bid (within the meaning of the Securities Act (Ontario)) or a
general offer for the Company pursuant to the UK City Code on Takeovers and
Mergers (in either case in respect of all or a portion of the outstanding
Ordinary Shares) or a scheme of arrangement pursuant to the Act (as a means of
effecting the acquisition by a purchaser of all of the outstanding Ordinary
Shares), then the Committee may permit all Options outstanding to become
immediately exercisable in order to permit Ordinary Shares issuable under such
Options to be tendered to such take-over bid, sold pursuant to such general
offer or be acquired upon any scheme of arrangement becoming effective in
accordance with its terms. 
 
Suspension, Termination or Amendments 
 
The Committee has the right, under the Share Incentive Plan, without the
approval of the shareholders of the Company, to suspend or terminate (and to
re-instate) the Share Incentive 

- More to follow, for following part double click  ID:nRSc5160Ac