Item 9A. Controls and Procedures
ITEM
9A. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
The
Securities and Exchange Commission (“SEC”) defines the term “disclosure controls and procedures” to mean a company’s
controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that
it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose
in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under
the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive
and principal financial officers to allow timely decisions regarding disclosure.
77
As
of the end of the period covered by this report, the Company made an evaluation of the effectiveness of the design and operation of the
disclosure controls and procedures over financial reporting for the timely alert to material information required to be included in the
Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the
time periods specified. This evaluation resulted in the conclusion that the design and operation of the disclosure controls and procedures
were effective as of December 31, 2023.
Internal
Control Over Financial Reporting
The
management of the Company is responsible for the preparation of the financial statements and related financial information appearing
in this report. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in
the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control
over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over
financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s
internal control over financial reporting includes those policies and procedures that: i) pertain to the maintenance of records that
in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management
and directors of the Company; and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on the financial statements.
Management,
including the CEO and CFO, does not expect that the Company’s disclosure controls, procedures and internal control over financial
reporting will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting
can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect
misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the
policies or procedures may deteriorate. The design of a control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because
of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
With
the participation of the CEO and CFO, the Company’s management evaluated the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2023 to ensure that information required to be disclosed by the Company in the reports filed
or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms, including to ensure that information required to be disclosed by the Company in the reports filed
or submitted by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s
principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. Management conducted an evaluation of the effectiveness of internal control over financial reporting based
on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on that evaluation, the Company’s CEO and CFO have concluded that the internal control over financial
reporting was effective as of December 31, 2023.
78
Changes
in Disclosure Controls and Procedures and Internal Control Over Financial Reporting
There
has been no change in the Company’s disclosure controls and procedures and internal control over financial reporting, other than
the remediation of the material weakness described below that materially affected or was reasonably likely to materially affect the Company’s
disclosure controls and procedures and internal control over financial reporting.
Remediation
of Previously Reported Material Weakness
As
previously disclosed in the Form 10-K for the year ended December 31, 2022, management had concluded there was a material weakness in
the Company’s disclosure controls and procedures and identified significant deficiencies in the Company’s internal control
over financial reporting.
Remediation
actions were fully implemented and executed during the year ended December 31, 2023, which include:
●
The
Company replaced certain accounting resources with qualified finance and accounting staff who are experienced in established and
proven internal controls and accounting procedures with other companies in the same industry.
●
The
Company engaged a third-party firm to assist in developing and implementing disclosure controls and procedures and internal control
policies and procedures over financial reporting.
●
Appropriate
segregation and assignment of duties between individuals and third-party firms were implemented to perform the regular accounting
and finance functions of the Company to assure that transactions occurred timely and in a controlled manner.
●
Processes
and controls were implemented over accounts payable transactions and account reconciliations, including the timely submission, review
and payment of management expense reports.
These
remediation actions were fully implemented and are reflected in the Company’s transactions in 2023; and, as a result, the Company’s
management, with the participation of the CEO and CFO, have concluded that, as of December 31. 2023, the material weakness was remediated.
This
report does not include an attestation report of the Company’s registered public accounting firm regarding disclosure controls
and procedures and internal control over financial reporting. Management’s report is not subject to attestation by the Company’s
registered public accounting firm.
ITEM
9B. OTHER INFORMATION
None.
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
[Not
applicable.]
79
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 7
Directors
and Executive Officers
The
following table sets forth the directors, executive officers, their ages, and all offices and positions held within the Company as of
December 31, 2023. Directors are elected for a period of one year and thereafter serve until their successor is duly elected by the stockholders
and qualified. Officers and other employees serve at the will of the Board.
Name
Position
Held with the Company
Age
Date
First Elected or Appointed
Sam
Ash
President,
CEO and Director
45
April
14, 2020
Richard
Williams
Executive
Chairman and Director
57
March
27, 2020
Gerbrand
van Heerden
CFO
and Corporate Secretary
47
November
1, 2023
Mark
Cruise
Director
53
June
30, 2022
Cassandra
Joseph
Director
52
November
2, 2020
Dickson
Hall
Director
71
January
5, 2018
Pamela
Saxton
Director
71
October
30, 2020
Paul
Smith
Director
53
July
5, 2023
Biographical
Information
Sam
Ash was a Partner from 2015 to 2018 at Barrick Gold Corp. (“Barrick”) and held various roles over the nine years
employed there between 2009 and 2018. This includes three years as General Manager of the Lumwana Copper Mine in Zambia (2016–2018),
Technical Support Manager to Barrick’s Copper Business Unit (2014–2016), General Support Manager on the Cortez Mine in Nevada
(2012–2014) and Chief Engineer leading the roll-out of new Underground Mining standards in the USA and Tanzania (2011–2012).
Prior to his time at Barrick, Mr. Ash served as Manager of New Operations for Veris Gold Corp. (formerly, Yukon-Nevada Gold Corp.), primarily
on the Jerritt Canyon Mine in Nevada, and also as an Underground Mine Supervisor with Drummond Company, Inc. He has recently completed
his Masters’ Degree in Leadership and Strategy at the London Business School and has a BS in Mining Engineering from the University
of Missouri Rolla.
Richard
Williams is an executive with an established track-record of transformational leadership within the mining industry and other
demanding environments. He is currently an advisor to companies facing complex operational, political or ESG challenges. Formerly the
Chief Operating Officer of Barrick (2015–2018) and the company’s Executive Envoy to Tanzania (2017–2018), he has also
served as Chief Executive Officer of the Afghan Gold and Minerals Company (2010-2014), non-executive director of Trevali Mining Corporation
(2019–2022) and as a non-executive director of Gem Diamonds Limited (2007–2015). Prior to his commercial mining experience,
Mr. Williams served as the Commanding Officer of the British Army’s Special Forces Regiment, the SAS. He holds an MBA from Cranfield
University, a BSc in Economics from University College London and an MA in Security Studies from Kings College London.
Gerbrand
van Heerden is the Company’s Chief Financial Officer and Corporate Secretary. Gerbrand is an experienced mining company
CFO with over 20 years of mining industry experience. From May 2020 to October 2023, Mr. van Heerden served as the Chief Financial Officer
of BMC Minerals Limited. From November 2017 to May 2020, he served in various roles at Trevali Mining Corporation, including as Chief
Financial Officer and Senior Vice President of Business Development/Finance. From March 2013 to October 2017, Mr. van Heerden served
as the Chief Financial Officer of Rosh Pinah Zinc Corporation (Proprietary) Limited, a subsidiary of Glencore Plc. From October 2005
to March 2013, he served in various roles at Metorex Limited, including as General Manager of Metorex Commercial Services, a finance
executive, and as Group Financial Controller. Mr. van Heerden started his professional career as a Tax and Assurance Manager with Deloitte.
He is a CPA registered with the Chartered Professional Accountants of British Columbia and a CA(SA) registered in South Africa and holds
a Bachelor of Commerce (Honors) Degree in Accounting from the University of Johannesburg.
Mark
Cruise is a professional geologist with over 27 years of international exploration, development and mining experience. A
former polymetallic commodity specialist with Anglo American plc, Dr. Cruise founded and was Chief Executive Officer of Trevali
Mining Corporation. Under his leadership, from 2007 to 2019, the company grew from an initial discovery into a global
zinc-lead-silver producer with operations in the Americas and Africa. Dr. Cruise currently serves as a non-executive director of
Velocity Minerals Ltd. (since 2017), NiCAN Ltd (since 2022), Interra Copper Corp (sine 2023) and Volta Metals Ltd. (since 2023). He
previously served as COO, CEO, and director of New Pacific Metals Corp. (2020–2022), a non-executive director of Abzu
Resources (2010–2011), Prism Resources Inc. (2016–2019), Ethos Gold Corporation (2010–2015), and Tincorp Metals
Inc. (formerly Whitehorse Gold Corp.) (2020–2022).
Cassandra
Joseph is an American lawyer with extensive experience managing the commercial relationship between mining companies and environmental
regulators. Since February 2023, she has been Vice President, General Counsel and Corporate Secretary of Ivanhoe Electric Inc. Ms. Joseph
was Senior Vice President, General Counsel and Corporate Secretary for Nevada Copper Corp. from May 2019 to January 2023 and Associate
General Counsel for Tahoe Resources Inc. from 2015 until it was acquired by Pan American Silver Corp. in 2019. She also served as a non-executive
director of Century Lithium Corporation (2021–2023). Before this, she worked for the Attorneys General of California (2001–2005)
and Nevada (2011–2015), as Deputy and Senior Deputy Attorney General, and as a partner in Watson Rounds PLC (now Brownstein Hyatt
Farber Schreck LLP) (2005–2011). Educated at Santa Clara University, and University of California at Berkeley, she was called to
the State Bar of California in 1999; the U.S. Court of Appeals, Ninth Circuit in 2001; State Bar of Nevada in 2005; and the U.S. Supreme
Court, U.S. Court of Appeals and Federal Circuit in 2007.
80
Dickson
Hall currently serves as a director of the Company. Since August 2016, he has been a partner in Valuestone Advisors Limited,
manager of Valuestone Global Resources Fund 1, a mining fund associated with Jiangxi Copper Corporation and China Construction Bank International.
Mr. Hall has more than 40 years’ experience in the resource field, much of it in Asia. From 2005 to 2016, he directed corporate
development efforts in Asia for Hunter Dickinson Inc. (HDI), raising capital, establishing strategic partnerships and broadening the
Asian shareholder base for HDI public companies. From 2007 to 2011, he was Senior Vice President of Continental Minerals Corporation,
which developed the Xietongmen copper-gold project in Tibet, China before selling to China’s Jinchuan Group in 2011 for $446 million.
Since 2014 Mr. Hall has been a director and Investment Committee member of Can-China Global Resources Fund, an energy and mining fund
backed by the Export-Import Bank of China. Mr. Hall currently serves as a non-executive director of New Pacific Metals Corp. (since 2022)
and Arcland Resources Inc (since 2023, and he previously served as a non-executive director of Nova Canada Enterprises (2001–2004),
Stepstone Enterprises Ltd. (2001–2004), Kona Bay Technologies Inc. (2004–2020), CY Oriental Holdings Ltd. (2007–2011),
Baikal Forest Corp. (2011–2012), Hylands International Holdings Inc. (2013–2016), Nanotech Security Corp. (2015–2019),
and Bexar Ventures Inc. (2018–2020). Mr. Hall is a graduate of the University of British Columbia (BA, MA) and has diplomas from
Beijing University and Beijing Language Institute.
Pam
Saxton is an experienced mining company executive and director. She has served on the Board of Timberline Resources Corporation
and as Audit Committee Chair since May 2021 and was a Board Member and Audit Committee Chair at Pershing Gold Corporation from 2017 to
2019. She also has served on the Board of Aquila Resources Inc. from 2019 to 2021 and served on a North American Advisory Board for Damstra
Technology – Damstra Holdings Limited from 2021 to 2022. As an executive, she served as Executive Vice President and CFO for Thompson
Creek Metals Company (2008–2016) and as CFO for NewWest Gold Corporation (2006-2007). Having started her professional life working
as an auditor for Arthur Andersen in Denver, Colorado, her career has included senior finance appointments in the American natural resources
industry, including serving as VP Finance for Franco-Nevada Corporation’s U.S. Operations. Ms. Saxton is qualified to serve on
the Board by virtue of her expertise in finance, accounting and auditing matters.
Paul
Smith is the former Head of Strategy at Glencore (LON: GLEN) (2011–2020), and CFO of the DRC-based Glencore subsidiary
Katanga Mining (2019–2020). He is currently Managing Partner at Voltaire Minerals Partners, a Swiss-based critical metals advisory
business (since October 2022), a non-executive director at Seadrill (NYSE: SSDRL) (since November 2021) and a director at Echion Technologies
Ltd (since August 2021). He trained as an accountant before working as an investment banker at Close Brothers and Credit Suisse. He is
based in Zug, Switzerland and leads the Growth Committee of the board of directors of the Company.
Family
Relationships
There
are no family relationships between any of the current directors or officers of the Company.
Involvement
in Certain Legal Proceedings
Neither
the Company nor its property is the subject of any other pending legal proceedings, and no other such proceeding is known to be contemplated
by any governmental authority. The Company is not aware of any other legal proceedings in which any director, officer or affiliate of
the Company, any owner of record or beneficially of more than 5% of any class of the Company’s voting securities, or any associate
of any such director, officer, affiliate or security holder of the Company, is a party adverse to the Company or any of its subsidiaries
or has a material interest adverse to the Company or any of its subsidiaries.
81
Directorships
None
of the Company’s executive officers or directors is a director of any company with a class of equity securities registered pursuant
to Section 12 of the Exchange Act or subject to the requirements of the Exchange Act or any company registered as an investment company
under the Investment Company Act of 1940.
Code
of Ethics
The
Company’s Board has adopted a code of ethics that will apply to its principal executive officer, principal financial officer and
principal accounting officer or controller and to persons performing similar functions. The code of ethics is designed to deter wrongdoing
and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, compliance with applicable laws,
rules and regulations, prompt internal reporting of violations of the code and accountability for adherence to the code. The Company
will provide a copy of its code of ethics, without charge, to any person upon receipt of written request for such, delivered to our corporate
headquarters. All such requests should be sent care of Bunker Hill Mining Corp., Attn: Corporate Secretary, 82 Richmond Street East,
Toronto, Ontario, Canada, M5C 1P1.
ITEM
11. EXECUTIVE COMPENSATION
Summary
Compensation Table
The
following table sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and
bonus amounts, rendered in all capacities by the Company’s principal executive officer, chief financial officer and all other executive
officers; the information contained below represents compensation paid, distributed or accrued to the Company’s officers for their
work related to the Company.
Name and
Principal Position
Year
Salary ($)
Bonus ($)
Stock
Awards
(1,2,3) ($)
Option
Awards ($)
Non-Equity
Incentive
Plan
Compensation
(#)
Non-qualified
Deferred
Compensation
Earnings
($)
All other
Compensation
($)
Total
($)
Gerbrand van Heerden Chief Financial Officer
December 31,
2023
52,000
80,000
-
-
-
-
-
132,000
David Wiens (2)
December 31,
2023
199,998
46,675
185,673
-
-
-
3,600
435,946
Former Chief Financial Officer
December 31,
2022
219,848
163,467
118,217
-
-
-
-
501,532
Richard Williams
December 31,
2023
240,000
46,253
339,846
-
-
-
-
626,099
Executive Chairman
December 31,
2022
240,000
132,084
128,964
-
-
-
-
501,048
Sam Ash (5)
December 31,
2023
270,000
48,924
371,717
-
-
-
-
690,641
Chief Executive Officer
December 31,
2022
270,000
168,600
145,085
-
-
-
-
583,685
(1)
In
November 2022, 3,378,548 RSUs were issued to officers of the Company. These RSUs are calculated using a share price of C$.0155 on
the applicable grant date and will vest in one third increments on March 31, 2023, March 31, 2024, and March 31, 2025.
(2)
In
June 2023, 2,742,405 RSUs were issued to officers of the Company. These RSUs are calculated using a share price of C$.024 on the
applicable grant date and vested immediately.
(3)
In
July 2023, 4,832,600 RSUs were issued to officers of the Company. These RSUs are calculated using a share price of C$.023 on the
applicable grant date and will vest in one third increments on March 31, 2024, March 31, 2025, and March 31, 2026.
(4)
David
Wiens resigned as the Company’s CFO on October 31, 2023.
(5)
Gerbrand
van Heerden became the Company’s CFO on November 1, 2023.
82
Grant
of Plan Based Awards
On
June 01, 2023, 2,742,405 RSUs were issued to officers of the Company. These RSUs vested immediately.
On
July 04, 2023, 4,832,600 RSUs were issued to officers of the Company. These RSUs will vest in one third increments on March 31, 2024,
March 31, 2025, and March 31, 2026.
On
November 17, 2022, 3,378,548 RSUs were issued to officers of the Company. These RSUs will vest in one third increments on March 31, 2023,
March 31, 2024, and March 31, 2025.
Outstanding
Stock Options Awards At Fiscal Year End
The
following table provides a summary of equity awards outstanding at December 31, 2023, for each of the named executive officers.
Option Awards
Stock Awards
Name
Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
Option Exercise Price
(C$)
Option
Expiration
Date
Number of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
Gerbrand van Heerden
—
—
—
—
—
—
—
—
—
Sam Ash
—
—
—
—
—
—
—
2,720,467
226,260
Richard Williams (1)
2,968,244
989,415
—
0.55
April 20,
2025
—
—
2,329,304
193,727
David Wiens
1,037,977
—
—
0.335
October 31,
2024
—
—
—
—
(1)
As
of December 31, 2023, Richard Williams held 3,750,000 vested DSU’s and 1,250,000 unvested DSU’s.
83
Long-Term
Incentives and Compensation Plans
As
part of its overall compensation, the Company provides for time-based RSUs, DSUs and options (“Options,” and collectively
with RSUs and DSUs, “Awards”) that may be granted to employees, officers and eligible consultants and directors of the Company
and its affiliates. Recipients of Awards are defined as “Participants”.
The
aim of the Company’s compensation program is to attract and retain highly qualified executives and to link compensation to performance
and shareholder value. This must ensure that the compensation is sufficiently competitive to achieve this objective. The Board considers
a number of factors in order to determine compensation, including the Company’s contractual obligations, the individual’s
performance and other qualitative aspects of the individual’s performance and achievements, the amount of time and effort the individual
will devote to the Company and the Company’s financial resources.
The
Company’s compensation program is comprised of:
(a)
A
base salary or management fee arrangement and benefits . The base salaries or management fee arrangements and benefits paid to
the key executives are not based on any specific formula and are set so as to be competitive with other companies of similar size
and state of development in the mineral industry. This base salary also includes sign-on incentives, which may be issued in the form
of cash, RSUs, DSUs or Options.
(b)
A
short-term incentive program in the form of bonuses . Bonuses are paid to key executives based on individual, team and Company
performance and the executive’s position in the Company. Any bonus awards are at the sole discretion of the Board.
(c)
Long-term
incentives consist of DSUs, RSUs, and Options which provide the Board with additional long-term incentive mechanisms to align
the interests of the directors, officers, employees or consultants of the Company with shareholder interests. These incentives also
provides for, among other things, an accelerated vesting of awards in the event of a change in control, thereby aligning the Company’s
practices with current corporate governance best practices respecting a change in control.
The
Board believe that equity-based compensation plans are the most effective way to align the interests of management with those of shareholders.
Long-term incentives must also be competitive and align with the Company’s compensation philosophy.
The
Company does not have a pension plan that provides for payments or benefits to its executive officers.
Change
of Control Agreements
The
Company has provided change of control benefits to certain senior officers to encourage them to continue their employment in the event
of a purchase, sale, reorganization, or other significant change in the business.
84
If
the employment agreement of the senior officer is terminated by the (a) Company without just cause, or (b) senior officer for good reason
pursuant to the terms of the employment agreement, at any time within 12 months of a change of control, the Company is required to make
a lump sum severance payment equal to 24 months of base salary. In addition, at such time all Awards shall be deemed to have vested,
and all restrictions and conditions applicable to such Awards shall be deemed to have lapsed and the Awards shall be issued and delivered.
Employment
Agreements
The
Company has various employment agreements with certain executives, which provide for compensation and certain other benefits and for
severance payments under certain circumstances. Certain employment agreements also contain clauses that become effective upon a change
of control of the Company, as described above. The Company may be obligated to pay certain amounts to such employees upon the occurrence
of any of the defined events in the various employment agreements.
Equity
Compensation Plan Information
RSU
Plan
On
August 4, 2023, the shareholders of the Company approved the Amended and Restated Restricted Stock Unit Incentive Plan of the Company
(the “RSU Plan”). Pursuant to the RSU Plan, restricted stock units (“RSUs”) of the Company have been reserved
for purposes of possible future issuances, with each RSU representing the right to receive one share of Company common stock. The RSU
Plan is intended to enhance the Company’s ability to attract and retain highly qualified officers, directors, key employees, consultants
and other persons, and to motivate such officers, directors, key employees, consultants and other persons to serve the Company and to
expend maximum effort to improve the business results and earnings of the Company by providing to such persons an opportunity to acquire
or increase a direct proprietary interest in the operations and future success of the Company. To this end, the RSU Plan provides for
the grant of RSUs and any of these awards of RSUs (“RSU Awards”) may, but need not, be made as performance incentives to
reward attainment of annual or long-term performance goals of the Company.
The
following information is intended to be a brief description and summary of the material features of the RSU Plan:
(a)
The
maximum number of shares of common stock available for issuance under the RSU Plan is 26,581,075, subject to adjustment or increase
of such number pursuant to the terms of the RSU Plan.
(b)
The
number of share of common stock to be issued under the RSU Plan shall not exceed 10% of the total number of the issued and outstanding
shares of common stock as of July 5, 2023.
(c)
In
the event that an RSU Award is settled in cash, forfeited, surrendered, cancelled or otherwise terminated, the shares of common stock
reserved for issuance in connection with such RSU Award will be returned to the pool of available common stock authorized for issuance
under the RSU Plan and will be available for reservation pursuant to a new RSU Award grant.
(d)
RSU
Awards may be made under the RSU Plan to any employee, director or consultant of the Company, as the Board shall determine and designate
from time to time.
(e)
RSU
Awards granted under the RSU Plan are subject to a minimum vesting period of one year, with certain exceptions.
(f)
RSU
Awards granted under the RSU Plan may, in the discretion of the Board, be granted either alone or in addition to, in tandem with,
or in substitution or exchange for, any other RSU Award or any award granted under another plan of the Company.
(g)
At
the time a grant of RSUs is made, the Board may, in its sole discretion, establish a vesting period applicable to such RSUs, and
each RSU Award may be subject to a different vesting period.
Option
Plan
Also
on August 4, 2023, the shareholders of the Company approved the Bunker Hill Mining Corp. Amended and Restated Stock Option Plan (the
“Option Plan”). Under the Option Plan, shares of common stock have been reserved for purposes of possible future issuance
of incentive stock options, non-qualified stock options, and stock grants to employees, directors and certain key individuals. The purpose
of the Option Plan is to advance the interests of the Company by (i) providing certain employees, senior officers, directors, or consultants
of the Company (collectively, the “Optionees”) with additional performance incentives; (ii) encouraging share ownership by
the Optionees; (iii) increasing the proprietary interest of the Optionees in the success of the Company; (iv) encouraging the Optionees
to remain with the Company; and (v) attracting new employees, officers, directors and consultants to the Company.
85
The
following information is intended to be a brief description and summary of the material features of the Option Plan:
(a) The
aggregate maximum number of shares of common stock available for issuance under the Option
Plan is 10% of the outstanding common stock at any given time, subject to adjustment of such
number pursuant to the terms of the Option Plan. Any shares of common stock subject to an
option which has been granted under the Option Plan and which has been surrendered, terminated,
or expired without being exercised, in whole or in part, will again be available under the
Option Plan.
(b) The
exercise price of an option shall be determined by the Board at the time each option is granted,
provided that such price shall not be less than the closing price of the common stock on
the principal stock exchange(s) upon which the common stock is listed and posted for trading
on the trading day immediately preceding the day of the grant of the option, less the applicable
discount permitted by the TSX Venture Exchange, if any.
(c) Options
granted to persons conducting Investor Relations Activities (as defined in the Option Plan)
for the Company must vest in stages over twelve months with no more than ¼ of the
options vesting in any three-month period.
(d) In
the event an Optionee ceases to be eligible for the grant of options under the Option Plan,
options previously granted to such person will cease to be exercisable within a period of
12 months following the date such person ceases to be eligible under the Option Plan.
(e) In
the event that a take-over bid or issuer bid is made for all or any of the issued and outstanding
common stock, then the Board may, by resolution, permit all options outstanding to become
immediately exercisable in order to permit shares of common stock issuable under such options
to be tendered to such bid.
DSU
Plan
On
April 21, 2020, the Board approved the adoption of the Company’s Deferred Share Unit Plan (the “DSU Plan”), pursuant
to which the Board may grant DSUs to eligible persons under the DSU Plan. Each DSU entitles the grantee to receive on vesting an amount
equal to: (A) the number of vested DSUs elected to be redeemed multiplied by (B) the fair market value of the Company’s common
stock less (C) any applicable withholdings pursuant to the DSU Plan. The purposes of the DSU Plan are to: (i) align the interests of
directors of the Company with the long term interests of shareholders of the Company; and (ii) allow the Company to attract and retain
high quality directors.
The
following information is intended to be a brief description and summary of the material features of the DSU Plan:
(a)
A
committee of directors of the Company appointed by the Board to administer the DSU Plan may grant DSUs to any director of the Company
in its sole discretion.
(b)
Awards
may be made under the DSU Plan to any director of the Company, as the committee appointed by the Board shall determine and designate
from time to time.
(c)
Should
the Company’s common stock no longer be publicly traded at the relevant time such that the fair market value of the common
stock cannot be determined in accordance with the formula set out in the definition of that term pursuant to the DSU Plan, the fair
market value of a share of common stock shall be determined by the committee appointed by the Board in its sole discretion.
(d)
At
the time a grant of DSUs is made, the committee appointed by the Board may, in its sole discretion, establish a vesting period applicable
to such DSUs.
Director
Compensation
The
general policy of the Board is that compensation for independent directors should be a fair mix between cash and equity-based compensation.
Additionally, the Company reimburses directors for reasonable expenses incurred during the course of their performance. There are no
long-term incentive or medical reimbursement plans. The Company does not pay directors, who are part of management, for Board service
in addition to their regular employee compensation. The Board determines the amount of director compensation. The board may appoint a
compensation committee to take on this role.
86
The
following table provides a summary of compensation paid to directors during the year ended December 31, 2023.
Director
Fees Earned or Paid in Cash
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation
($) (1)
Total
($)
Dickson Hall
—
—
—
—
—
65,103
65,103
Mark Cruise
31,240
—
—
—
—
65,103
96,343
Richard Williams
286,253
339,846
—
—
—
—
626,099
Paul Smith
19,322
—
—
—
—
40,684
60,006
Pam Saxton
34,832
—
—
—
—
75,119
109,951
Cassandra Joseph
34,832
—
—
—
—
75,119
109,951
(1)
DSUs
granted to Dickson Hall, Mark Cruise, Pam Saxton, and Cassandra Joseph are calculated using a share price of C$0.23 on the
applicable grant date.
(2)
DSUs
granted to Paul Smith are calculated using a share price of C$0.22 on the applicable grant date.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Directors
and Executive Officers
The
following table sets forth the number of shares of Bunker Hill common stock owned beneficially by each director and named executive officer
of the Company as of March 5, 2024 (unless another date is specified by footnote below), and by all current directors and executive
officers of Bunker Hill as a group:
Amount and Nature of
Beneficial Ownership *
Name of Individual or Group (a)
Shares
Percent of
Class (b)
Richard Williams, Executive Chairman
8,934,194 (c)
2.7 %
Sam Ash, CEO and Director
4,551,713 (d)
1.4 %
David Wiens, Former CFO
3,770,626 (e)
1.1 %
Cassandra Joseph, Director
744,116 (f)
**
Dickson Hall, Director
736,000 (g)
**
Pamela Saxton, Director
483,000 (h)
**
Mark Cruise, Director
350,000 (i)
**
Gerbrand Van Heerden, CFO
0
**
Paul Smith, Director
0
**
Current Directors and Executive Officers as a Group (a total of 8 persons)
15,799,023
4.7 %
* Unless
otherwise indicated, each person listed has the sole power to vote and dispose of the shares
listed. Pursuant to Rule 13d-3 under the Exchange Act, beneficial ownership includes shares
as to which the individual or entity has or shares voting power or investment power, and
any shares that the individual or entity has the right to acquire within 60 days of March
5, 2024, including through the exercise of any option, warrant, or right. For each individual
or entity that holds options, warrants or rights to acquire shares, the shares of Bunker
Hill common stock underlying those securities are treated as owned by that holder and as
outstanding shares when that holder’s percentage ownership of Bunker Hill common stock
is calculated. That Bunker Hill common stock is not treated as outstanding when the percentage
ownership of any other holder is calculated.
87
** The
percent of class owned is less than 1%.
(a) Except
as otherwise indicated below, the address and telephone number of each of these persons is
c/o Bunker Hill Mining Corp., 82 Richmond Street East, Toronto, Ontario M5C 1P1, Canada and
(416) 477-7771, respectively.
(b) Based
on a total of 330,054,341 shares of Bunker Hill common stock outstanding as of March 5,
2024.
(c) Includes
(i) 3,529,064 shares of common stock, (ii) 3,957,659 shares subject to stock options exercisable
within 60 days of March 5, 2024, (iii) 547,619 shares subject to warrants exercisable within
60 days of March 5, 2024, and (iv) 899,852 shares subject to RSUs convertible within 60
days of March 5, 2024.
(d) Includes
(i) 2,550,877 shares of common stock, (ii) 988,503 shares subject to warrants exercisable
within 60 days of March 5, 2024, and (iii) 1,012,333 shares subject to RSUs convertible
within 60 days of March 5, 2024.
(e) Includes
(i) 2,109,456 shares of common stock, (ii) 1,037,977 shares subject to stock options exercisable
within 60 days of March 5, 2024, and (iii) 542,193 shares subject to warrants exercisable
within 60 days of March 5, 2024.
(f) Includes
(i) 403,558 shares of common stock and (ii) 340,558 shares subject to warrants exercisable
within 60 days of March 5, 2024.
(g) Includes
(i) 368,000 shares of common stock and (ii) 368,000 shares subject to warrants exercisable
within 60 days of March 5, 2024.
(h) Includes
(i) 273,000 shares of common stock and (ii) 210,000 shares subject to warrants exercisable
within 60 days of March 5, 2024.
(i) Includes
(i) 175,000 shares of common stock and (ii) 175,000 shares subject to warrants exercisable
within 60 days of March 5, 2024.
Holders
of More Than 5% of Bunker Hill Common Stock
The
following table sets forth information (as of the date indicated) as to all persons or groups known to Bunker Hill to be beneficial owners
of more than 5% of issued and outstanding shares of Bunker Hill common stock as of March 5, 2024.
Name and Address of Beneficial
Holder
Shares
Beneficially
Owned
Percent of Class (a)
Sprott
Asset Management LP, Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, P.O. Box 26, Toronto, Ontario M5J 2J1,
Canada
135,177,742 (b)
31.9 %
Sprott Asset Management USA,
Inc., 320 Post Road, Suite 230, Darien, Connecticut 06820
Resource Capital Investment
Corp., 1910 Palomar Point Way, Suite 200, Carlsbad, California 92008
(a) Based
on a total of 330,054,341 shares of Bunker Hill common stock outstanding as of March 5,
2024.
(b) Includes
(i) 42,093,972 shares of common stock, (ii) 339,000 shares subject to warrants exercisable
within 60 days of March 5, 2024, and (iii) 92,744,770 shares subject to convertible debentures
convertible within 60 days of March 5, 2024. This information is based on a Form 62-103F3
(Required Disclosure by an Eligible Institutional Investor Under Part 4) filed on the SEDAR+
website (www.sedarplus.ca) on January 10, 2024.
88
Equity
Compensation Plan
The
following table gives information about the Company’s Equity Compensation Plan as of December 31, 2023:
Number
of securities to be issued upon exercise of outstanding options, warrants
Weighted
average exercise price of outstanding options, warrants
Number
of securities remaining available for future issuances under equity compensation plans, excluding securities reflected in column
(a)
Plan category
(a )
(b )
(c )
Equity compensation
plans approved by security holders
8,970,636
$ 0.38
23,295,512
Equity compensation plans
not approved by security holders
-
-
-
Total
8,970,636
$ 0.38
23,295,512
Number
of securities to be issued upon exercise of outstanding RSUs and DSUs
Weighted
average grant date price of outstanding RSUs and DSUs
Number
of securities remaining available for future issuances under equity compensation plans, excluding securities reflected in column
(a)
Plan category
(a )
(b )
(c )
RSU
Plan
7,044,527
$ 0.18
19,536,548
DSU Plan
0
(1)
$ N/A
N/A
Total
7,044,527
$ 0.18
19,536,548
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain
Relationships and Related Transactions
There
were no material transactions, or series of similar transactions, during the Company’s last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeded
the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three
completed fiscal years and in which any director, executive officer or any security holder who is known to the Company to own of record
or beneficially more than five percent of any class of the Company’s common stock, or any member of the immediate family of any
of the foregoing persons, had an interest.
89
Director
Independence
The
Company’s common stock is currently traded on the TSXV, under the symbol BNKR, and as such, is not subject to the rules of any
national securities exchange which requires that a majority of a listed company’s directors and specified committees of its board
of directors meet independence standards prescribed by such rules. For the purpose of preparing the disclosures in this document with
respect to director independence, the Company has used the definition of “independent director” within the meaning of National
Instrument 52-110 – Audit Committees adopted by the Canadian Securities Administration and as set forth in the Marketplace
Rules of the NASDAQ, which defines an “independent director” generally as being a person, other than an executive officer
or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors,
would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Pam
Saxton, Cassandra Joseph, Mark Cruise, Dickson Hall and Paul Smith are currently the only “independent” directors of the
Company.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit
Fees
Effective
September 2, 2014, the Company appointed the firm of MNP LLP, Chartered Professional Accountants, as the Company’s independent
audit firm.
MNP
LLP, Chartered Professional Accountants, 50 Burnhamthorpe Road West, Mississauga, ON L5B 3C2, served as the Company’s independent
registered public accounting firm for the years ended December 31, 2023 and 2022, and is expected to serve in that capacity for the ensuing
year 2024. Principal accounting fees for professional services rendered for the Company by MNP LLP for the years ended December 31, 2023
and 2022 are summarized in the following table:
Year Ended
December 31, 2023
Year Ended
December 31, 2022
Audit
$ 119,599
$ 92,292
Audit related
93,663
101,616
Tax
2,603
-
All other
50,043
95,387
Total
$ 265,908
$ 289,295
Audit
Related Fees
The
aggregate fees billed by MNP LLP for assurance and related services that were related to its review of the Company’s quarterly
financial statements.
Tax
Fees
The
aggregate fees billed by MNP LLP for tax compliance, advice and planning.
All
Other Fees
The
aggregate fees billed by MNP LLP for all other professional services, including services associated with financing activities.
Audit
Committee’s Pre-approval Policies and Procedures
At
the Company’s regularly scheduled and special meetings, the Board, or the Board-appointed audit committee, considers and pre-approves
any audit and non-audit services to be performed by the Company’s independent registered public accounting firm. The audit committee
has the authority to grant pre-approvals of non-audit services.
90
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1)(2)
Financial Statements and Financial Statement Schedule.
The
financial statements and financial statement schedules identified in Item 8 are filed as part of this report.
(a)(3)
Exhibits.
The
exhibits required by this item are set forth on the Exhibit Index below.
Exhibit
No.
Description
3.1
Amended and Restated Articles of Incorporation of Liberty Silver Corp., effective as of January 30, 2015 (incorporated by reference to Exhibit 3.9 to the Form S-1 filed on October 27, 2020)
3.1.1
Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations, effective as of September 29, 2017 (incorporated by reference to Exhibit 3.7 to the Form 8-K filed on September 18, 2017)
3.1.2
Certificate of Change, effective as of May 3, 2019 (incorporated by reference to Exhibit 3.10 to the Form S-1 filed on October 27, 2020)
3.1.3
Certificate of Amendment, dated as of June 17, 2020 (incorporated by reference to Exhibit 3.11 to the Form S-1 filed on October 27, 2020)
3.1.4
Certificate of Amendment, dated as of November 17, 2022 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 18, 2022)
3.1.5
Certificate of Correction, dated as of December 6, 2022 (incorporated by reference to Exhibit 3.5 to Amendment No. 1 to the Form S-1 filed on December 23, 2022)
3.2
Amended and Restated Bylaws of Liberty Silver Corp., dated as of December 21, 2012 (incorporated by reference to Exhibit 3.6 to the Form 8-K filed on December 28, 2012)
4.1
Warrant Indenture, dated as of August 14, 2020 (incorporated by reference to Exhibit 4.1 to the Form S-1 filed on October 27, 2020)
4.2
Form of Warrant Certificate, dated as of February 2021 (incorporated by reference to Exhibit 4.2 to Amendment No. 3 to the Form S-1 filed on January 25, 2023)
4.3
Underlying Warrant Indenture, dated as of April 1, 2022, by and between Bunker Hill Mining Corp. and Capital Transfer Agency (incorporated by reference to Exhibit 10.13 to the Form S-1 filed on May 2, 2022)
4.4
Special Warrant Indenture, dated as of March 27, 2023, by and between Bunker Hill Mining Corp. and Capital Transfer Agency ULC, as warrant agent (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on March 31, 2023)
4.5
Warrant Indenture, dated as of March 27, 2023, by and between Bunker Hill Mining Corp. and Capital Transfer Agency ULC, as warrant agent (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on March 31, 2023)
10.1
Settlement Agreement and Order on Consent for Response Action by Bunker Hill Mining Corp., effective as of May 15, 2018 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 21, 2018)
10.1.1
First Amendment to the Settlement Agreement with EPA, effective as of December 19, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 3, 2022)
10.2
Purchase and Sale Agreement for the Bunker Hill Mine, dated as of December 15, 2023, by and among Placer Mining Corporation, William Pangburn and Shirley Pangburn, as sellers, and Silver Velley Metals Corp., as buyer (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 3, 2022)
10.3
Form of Secured Convertible Debenture, dated as of January 28, 2022 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 4, 2022)
10.4
Secured Royalty Convertible Debenture, dated as of January 7, 2022, held by Sprott Private Resource Streaming and Royalty (Collector), LP (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on February 4, 2022)
10.5*
Omnibus Agreement Amendment, dated as of January 28, 2022, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other party named therein
91
Exhibit
No.
Description
10.6
Second Omnibus Amendment Agreement, dated as of June 17, 2022, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other parties named therein (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Form S-1 filed on December 23, 2022)
10.7*
Third Omnibus Amendment Agreement, dated as of December 5, 2022, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other parties named therein
10.8
Fourth Omnibus Amendment Agreement, dated as of June 23, 2023, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other parties named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on June 29, 2023)
10.6
Asset Sale and Purchase Agreement for the Pend Oreille Process Plant, dated as of March 1, 2022, by and between Silver Valley Metals Corp. and Teck Washington Incorporated (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 14, 2022)
10.7
Series 2 Convertible Debenture, dated as of June 17, 2022, held by the holder named therein (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Form S-1 filed on December 23, 2022)
10.8
Bridge Loan Facility, dated as of December 5, 2022, by and between Bunker Hill Mining Corp., as borrower, Silver Balley Metals Corp., as guarantor, and the lenders named therein (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Form S-1 filed on December 23, 2022)
10.9
Form of Subscription Agreement for Special Warrant Financing, dated as of March 27, 2023, by and between Bunker Hill Mining Corp. and each Purchaser (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 31, 2023)
10.10‡
Metals Purchase Agreement, dated as of June 23, 2023, by and among Silver Valley Metals Corp., as seller, Bunker Hill Mining Corp., and the purchaser named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 29, 2023)
10.11‡
Loan Agreement, dated as of June 23, 2023, by and among Bunker Hill Mining Corp., as borrower, Silver Valley Metals Corp., as guarantor, and the lenders and agent named therein (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 29, 2023)
10.12
Royalty Agreement, dated as of June 23, 2023, by and among Bunker Hill Mining Corp., as guarantor, Silver Valley Metals Corp., as grantee, and grantee and royalty holder named therein (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on June 29, 2023)
10.13†
Bunker Hill Mining Corp. Amended and Restated Restricted Stock Unit Incentive Plan, effective as of August 4, 2023 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 11, 2023)
10.14†
Bunker
Hill Mining Corp. Amended and Restated Stock Option Plan, effective as of August 4, 2023 (incorporated by reference to Exhibit 10.2 to
the Form 8-K filed on August 11, 2023)
10.15†*
Bunker Hill Mining Corp. Deferred Share Unit Plan, effective as of April 21, 2020
10.16†*
Form of Board Member Agreement
21.1
List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Form 10-KT filed on April 1, 2021)
23.2*
Consent of Independent Registered Public Accounting Firm
23.3*
Consent of Resource Development Associates Inc.
23.4*
Consent of Robert H. Todd
23.5*
Consent of Peter Kondos
31.1*
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95.1*
Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act
96.1
S-K 1300 Technical Report Summary, Bunker Hill Mine Pre-Feasibility Study, Coeur d’Alene Mining District, Shoshone County, Idaho, USA (incorporated by reference to Exhibit 96.1 to the Form 10-K filed on April 17, 2023)
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed
herewith.
** Furnished
herewith.
† Management
contract or compensatory plan, contract or arrangement.
‡ Certain
schedules or similar attachments to this exhibit have been omitted in accordance with Item
601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the
Securities and Exchange Commission upon request a copy of any omitted schedule or attachment
to this exhibit.
ITEM
16. FORM 10-K SUMMARY
None.
92
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
By:
/s/
Sam Ash
Sam
Ash, Chief Executive Officer, Principal Executive Officer
By:
/s/
Gerbrand Van Heerden
Gerbrand
Van Heerden, Chief Financial Officer and Corporate Secretary, Principal Financial Officer, Principal Accounting Officer
Date:
March
12, 2024
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date:
March
12, 2024
By:
/s/
Sam Ash
Name:
Sam
Ash
Title:
Chief
Executive Officer, Principal Executive Officer
Date:
March
12, 2024
By:
/s/
Gerbrand Van Heerden
Name:
Gerbrand
Van Heerden
Title:
Chief
Financial Officer and Corporate Secretary, Principal Financial Officer, Principal Accounting Officer
Date:
March
12, 2024
By:
/s/
Richard Williams
Name:
Richard
Williams
Title:
Executive
Chairman and Director
Date:
March
12, 2024
By:
/s/
Dickson Hall
Name:
Dickson
Hall
Title:
Director
Date:
March
12, 2024
By:
/s/
Mark Cruise
Name:
Mark
Cruise
Title:
Director
Date:
March
12, 2024
By:
/s/
Cassandra Joseph
Name:
Cassandra
Joseph
Title:
Director
Date:
March
12, 2024
By:
/s/
Pamela Saxton
Name:
Pamela
Saxton
Title:
Director
Date:
March 12, 2024
By:
/s/
Paul Smith
Name:
Paul
Smith
Title:
Director
93