1. General
The Board of Directors of the Company (the “Board”) has established a Compensation Committee (the “Committee”) for the purpose of providing the Board with recommendations relating to compensation of non-executive directors, executive officers, succession Plans for executive officers, human resources policies for executive officers, and administration of the Company’s compensation and benefits Plans.
2. Members
The Board shall, in each year, appoint a minimum of three (3) directors as members of the Committee. All members of the Committee shall be non-management directors and the majority shall be independent within the meaning of all applicable Canadian securities laws and the rules of the TSX Venture Exchange (the “Applicable Regulations”); provided, however, that one member of the Committee may be non-independent if permitted by Applicable Regulations.
3. Duties
The Committee shall have the following duties:
4. Chair
The Board shall appoint the Chair of the Committee from among the members of the Committee. In the Chair’s absence, or if the position is vacant, the Committee may select another member as Chair. The Chair shall not have a casting vote.
5. Meetings
The Committee shall meet not less than once per year and, at the request of its Chair, and may also meet at any other time or times at the request of any member of the Committee. Notices calling meetings shall be sent to all Committee members, to the CEO of the Company, and to the directors.
The CEO of the Company and any other directors who are not members of the Committee may attend all meetings of the Committee in an ex-officio capacity and shall not vote. The CEO shall not attend in-camera sessions or meetings where the CEO’s compensation or performance is discussed or determined.
The Chair of the Committee shall develop and set the Committee's agenda, in consultation with other members of the Committee, and senior management. The agenda and information concerning the business to be conducted at each Committee meeting shall, to the extent practical, be communicated to the members of the Committee sufficiently in advance of each meeting to permit meaningful review.
6. Quorum
A majority of members of the Committee, present in person, by teleconferencing, or by videoconferencing, or by any combination of the foregoing, shall constitute a quorum.
7. Removal and Vacancy
A member may resign from the Committee and may also be removed and replaced at any time by the Board and shall automatically cease to be a member as soon as the member ceases to be a director of the Company. The Board shall fill vacancies in the Committee by appointment from among the directors of the Board in accordance with Section 2 of this Charter. Subject to quorum requirements, if a vacancy exists on the Committee, the remaining members shall exercise all its powers.
8. Authority
The Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee as it considers appropriate for the discharge of its duties.
In discharging its responsibilities, the Committee shall have full access to all books, records, facilities, and personnel of the Company.
9. Secretary and Minutes
The Chair of the Committee shall appoint a member of the Committee or other person to act as Secretary of the Committee for the purposes of a meeting of the Committee. The minutes of the Committee shall be in writing and, once reviewed and approved by the Committee, entered into the books of the Company and shall be circulated to all members of the Board.
Last Revised and Approved on June 24, 2024
I agree to and consent to receive news, updates, and other communications by way of commercial electronic messages (including email) from West Vault Mining Inc. I understand I may withdraw consent at any time by clicking the unsubscribe link contained in all emails from West Vault Mining Inc.
West Vault Mining Inc.
Suite 838 – 1100 Melville Street
Vancouver, BC
Canada V6E 4A6
[email protected]
Qualifying Statements
For readers to fully understand the information in this independent media, they should read the 2023 Pre-feasibility Study, which has been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) (available on www.sedar.com), in its entirety, including all qualifications, assumptions, limitations and exclusions that relate to the information set out in this independent media. The 2023 Pre-feasibility Study is intended to be read as a whole, and sections should not be read or relied upon out of context. The technical information in this independent media is derived from, and subject to the assumptions and qualifications contained in, the 2023 Pre-feasibility Study.
Qualified Person for This Independent Media
Sandy McVey P.Eng., Chief Executive Officer and Chief Operating Officer for West Vault Mining, as a non-independent Qualified Person as defined in NI 43-101, has reviewed and approved the technical information disclosed in this independent media.
Disclaimer for Forward-Looking Information
This independent media may contain forward-looking information or forward-looking statements (collectively “forward-looking information”) within the meaning of applicable securities laws. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this email include, without limitation, statements regarding the potential economic performance of the Project based on the 2023 Pre-feasibility Study, the Company’s ability to obtain any additional permits required to commence and complete construction and perform operations, the Company’s ability to obtain funding on reasonable terms, and the potential identification, execution, and realization of accretive opportunities. Although West Vault Mining believes that such information as set out in this independent media is reasonable, it can give no assurance that such expectations and estimates will prove correct. West Vault Mining cautions investors that any forward-looking information provided by West Vault Mining is not a guarantee of future results or performance, and that actual results may differ materially from forward-looking information as a result of various factors. The reader is referred to West Vault Mining’s public filings for a more complete discussion of such risk factors and their potential effects; these may be accessed through the Company's profile on SEDAR at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.
Note to US Investors
This independent media has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined in and required to be disclosed by NI 43-101. However, these terms are not defined terms under SEC S-K 1300 and are normally not permitted to be used in reports and registration statements filed with the SEC. In addition, the terms “Mineral Reserve”, “Probable Mineral Reserve” and “Proven Mineral Reserve” are also defined in NI43-101 and not S-K 1300. Investors are cautioned not to assume that all or any part of an “Indicated Mineral Resource” or “Inferred Mineral Resource” will ever be upgraded to a higher category or converted into Mineral Reserves in accordance with S-K 1300. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of Feasibility or Pre-feasibility Studies, except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a Mineral Resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “Reserves” by SEC S-K 1300 standards as in-place tonnage and grade without reference to unit measures. Accordingly, information contained in this independent media contains descriptions of West Vault Mining’s mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
