DEF 14A of Dakota Gold Corp.
Filed Apr 3, 2024 · FY20230001104659-24-042909
Nominees for Election
Nominees for Election Biographical information regarding each nominee is set forth below, based upon information furnished to us by the nominee.
Nominees for Election
| | Gerald Aberle. Mr. Aberle serves as Chief Operating Officer and a Director of Dakota Gold, and has held numerous corporate management positions for public companies operating in the exploration business. After graduating with a Bachelor of Science in Mining Engineering from the South Dakota School of Mines, Aberle attained more than 40 years of experience in the minerals industry, including 22 years at the Homestake Gold Mine in Lead, South Dakota. In addition, his mining background includes extensive engineering, operations management and project management experience, including consulting in the mining, underground construction and minerals exploration business for clients including Homestake Mining Co., Barrick Gold Corp., the State of South Dakota and the University of Washington in connection with the planning and development of the National Science Foundation’s national deep underground science and engineering laboratory. Our Board believes Mr. Aberle’s experience and skills developed as a member of corporate management for several publicly traded mining companies provide him with the appropriate background in matters related to mining operations and risk assessment and make him well-qualified to serve as a director of the Company. | | | Jonathan Awde. Mr. Awde serves as Chief Executive Officer and a Director of Dakota Gold. Previously, he served as co-founder, Director and Chief Executive and President of Gold Standard Ventures Corp. As CEO/President/Director, from July 2010 through December 2020, Awde oversaw all corporate development, asset acquisition, joint ventures, capital raising and the procurement of capital for the development of Gold Standard Ventures Corp.’s assets. Awde spent the last 15 years raising financing for various junior resource companies, focusing on institutional accounts, high net worth and family offices, and has raised more than $600 million for public and private companies in the natural resources sector during this period. Mr. Awde holds a Bachelor of Arts in Economics & Finance from Acadia University. Our Board believes Mr. Awde’s experience and skills developed as an executive officer and director for several publicly traded mining companies provide him with the appropriate background in matters related to finance, mining operations and risk assessment and make him well-qualified to serve as a director of the Company. | | | Jennifer S. Grafton. Ms. Grafton currently serves as Executive Vice President and General Counsel of E2open Parent Holdings Inc. (NYSE: ETWO), a cloud-based, end-to-end supply chain management software company. Previous to E2open, Ms. Grafton worked at Westmoreland Coal Company (NASDAQ: WLB) for over a decade, most recently serving as Chief Legal Officer, Chief Administrative Officer and Secretary. Prior to Westmoreland, Ms. Grafton worked in the corporate group of various Denver-based and national law firms focusing her practice on securities and corporate governance. Ms. Grafton also serves as a director for Farmland Partners Inc. (NYSE: FPI), serving as Lead Independent Director and Chair of the Compensation Committee. Ms. Grafton holds a Master of Business Administration from the University of Michigan, Juris Doctorate from the University of Denver and a Bachelor of Arts in politics and government from the University of Puget Sound. Our Board believes Ms. Grafton’s experience and skills developed as a lawyer, head of human resources and an executive officer for several publicly traded companies provide her with the appropriate background in matters related to executive compensation, corporate governance and risk assessment and make her well-qualified to serve as a director of the Company. | | | Amy K. Koenig. Ms. Koenig currently serves as Vice President - Governance, Corporate Secretary and Deputy General Counsel for Black Hills Corporation (NYSE: BKH), an electric and gas utility company headquartered in Rapid City, South Dakota. Ms. Koenig is a Certified Corporate Governance Professional. Prior to joining Black Hills Corporation in 2013, Ms. Koenig spent ten years in private practice as a litigator with Gunderson, Palmer, Nelson & Ashmore, LLP. Ms. Koenig holds a Juris Doctorate from the University of South Dakota School of Law. Before beginning her legal career, Ms. Koenig held various engineering roles of increasing responsibility in both the chemical and computer industries and holds a Bachelor of Science in chemical engineering from the South Dakota School of Mines & Technology. Ms. Koenig also serves on the Board of Directors of the Children’s Home Society of South Dakota. Our Board believes Ms. Koenig’s experience and skills developed as a lawyer and senior executive for a publicly traded company provide her with the appropriate background in matters related to corporate governance and risk assessment and make her well-qualified to serve as a director of the Company. |
Nominees for Election
| | Stephen O’Rourke. Dr. O’Rourke serves as a Director of Dakota Gold and previously served as President of global petroleum exploration for BHP Billiton (“BHPB”) (NYSE: BHP) and was a member of its senior management team. Other key roles at BHPB included Vice President of Development Planning and Vice President of Appraisal and Petroleum Engineering. Prior to joining BHPB, he held various senior technical and management roles for Shell Oil Co. He is a founding partner of Strategic Management Partners LLC, a consulting firm based in Rapid City, South Dakota, specializing in energy, minerals and business development. He currently is a Non-Executive Lead Director of RESPEC, an engineering consulting firm also based in Rapid City. Dr. O’Rourke also serves as a Chairman of the South Dakota School of Mines & Technology Geological Engineering advisory board. Dr. O’Rourke holds a Bachelor of Science in Geological Engineering and an Honorary Doctorate of Public Service from South Dakota Mines and is a graduate of the Wharton School of Business Advanced Management Program. Our Board believes Dr. O’Rourke’s experience and skills developed as an executive officer for a publicly traded company provide him with the appropriate background in matters related to mining operations and risk assessment and make him well-qualified to serve as a director of the Company. | | | Robert Quartermain. Dr. Quartermain serves as a Director of Dakota Gold and was most recently Executive Chairman of Pretium Resources Inc., which he founded in October 2010. Prior to Pretium, he was President and Chief Executive Officer of Silver Standard Resources Inc. (now SSR Mining Inc.) for 25 years from 1985-2010. Dr. Quartermain holds a Bachelor of Science from the University of New Brunswick, a Master of Science from Queens University, his Professional Geoscience certification from the Engineers and Geoscientists BC and Honorary Doctor of Science from the University of New Brunswick. In addition to his focus on Dakota Gold, Dr. Quartermain has a number of education, wildlife and social justice philanthropic interests that he supports. Our Board believes Dr. Quartermain’s experience and skills developed as an executive officer and director for several publicly traded mining companies provide him with the appropriate background in matters related to finance, mining operations and risk assessment and make him well-qualified to serve as a director of the Company. | | | Alice Schroeder. Ms. Schroeder serves as a Director of Dakota Gold and serves or has served on numerous public company boards, including HSBC North America Holdings Inc., Prudential plc, Carbon Streaming Corporation, Natus Medical Incorporated, as well as private equity-backed and venture boards such as RefleXion Medical, Inc. and Westland Insurance Group Limited. She began her career as a CPA at Ernst & Young and spent nearly two decades on Wall Street as an analyst and banker as a managing director at several firms, principally Morgan Stanley. Ms. Schroeder holds a Bachelor of Business Administration and a Master of Business Administration from the University of Texas at Austin. In addition, she is active in a variety of philanthropic causes related to historic preservation, education, and service to veterans. Our Board believes Ms. Schroeder’s experience and skills developed as a director for numerous publicly traded companies provide her with the appropriate background in matters related to finance and risk assessment and make her well-qualified to serve as a director of the Company. |
Nominees for Election
| PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS |
Nominees for Election
The Board of Directors, pursuant to the recommendation of the Audit Committee of the Board of Directors, unanimously recommends that the Company’s stockholders vote FOR the ratification of the appointment of Ernst & Young LLP (“EY”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The affirmative vote of the holders of a majority of the common stock entitled to vote and represented in person or by proxy at the annual meeting is required to ratify the selection of our independent registered public accounting firm for the fiscal year 2024. In the event the ratification is not approved by the required number of holders, the Audit Committee may reconsider, but will not necessarily change, its selection of EY to serve as our independent registered public accounting firm. A representative of EY will not attend the annual meeting. EY has been engaged as the Company’s independent registered public accounting firm since August 14, 2023 and audited the Company’s financial statements for the fiscal year ended December 31, 2023. Ham, Langston & Brezina, L.L.P. (“Ham, Langston & Brezina”) served as the Company’s independent registered public accounting firm with respect to the audit of financial statements for the transition period ended December 31, 2022 and the fiscal year ended March 31, 2022. The Company’s prior engagement with Ham, Langston & Brezina as the Company’s independent registered public accounting firm was terminated by mutual agreement of the Company’s Audit Committee and Ham, Langston & Brezina. The audit reports of Ham, Langston & Brezina on the Company’s financial statements for the transition period ended December 31, 2022 and the fiscal year ended March 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the transition period ended December 31, 2022 and the fiscal year ended March 31, 2022, and through the subsequent interim period preceding Ham, Langston & Brezina’s dismissal, there were no disagreements between the Company and Ham, Langston & Brezina on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Ham, Langston & Brezina, would have caused it to make reference thereto in its reports on the Company’s financial statements for such fiscal years and there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K. The following table sets out the aggregate fees billed for the fiscal year ended December 31, 2023, the nine-month transition period ended December 31, 2022 and the fiscal year ended March 31, 2022 for the categories of fees described.
Nominees for Election
| | Fiscal year ended December 31, 2023(4) | Transition Period ended December 31, 2022 | Fiscal year ended March 31, 2022 | | Audit fees(1) | $250,000 | $80,000 | $107,981 | | Audit-related fees(2) | -- | 30,200 | 41,950 | | Tax fees(3) | -- | -- | -- | | All other fees | -- | -- | -- | | Total Fees | 250,000 | 110,200 | 149,931 |
Nominees for Election
| (1) Audit fees consist of the aggregate fees billed or expected to be billed by EY for the audit of the Company’s consolidated annual financial statements, reviews of interim financial statements, consents, comfort letters and financial accounting and reporting consultations. |
Nominees for Election
| (2) Audit-related fees are fees for professional services rendered for other attest services, accounting consultations and audits in connection with acquisitions, and attest services related to financial reporting that are not required by statute or regulation. |
Nominees for Election
| (3) Tax fees consist of fees for professional services rendered in connection with tax compliance, tax advice and tax planning. |
Nominees for Election
| (4) The Company paid its prior auditor, Ham, Langston & Brezina, fees of $121,940 to review the Company’s financial statements for the quarters ended March 31, 2023 and June 30, 2023 and services performed to provide comfort letters, 8-K procedures and successor auditor communications during the year. |
Certain Effects of the Reincorporation
| Delaware | Nevada | | Removal of Directors | | | Unless otherwise provided in the certificate of incorporation, the DGCL permits the holders of a majority of shares of a corporation without a classified board then entitled to vote in an election of directors, to remove directors, with or without cause. | Unless otherwise provided in the articles of incorporation, the NRS provides that any one or all of the directors of a corporation may be removed by the holders of not less than two-thirds of the voting power of a corporation’s issued and outstanding stock, with or without cause. | | Number of Directors | | | Delaware law provides that a corporation must have at least one director and that the number of directors shall be fixed by or in the manner provided in the bylaws unless the certificate of incorporation fixes the number of directors. If that is the case, then the number of directors can only be changed by amending the certificate of incorporation. | Nevada law provides that a corporation must have at least one director and may provide in its articles of incorporation or in its bylaws for a fixed number of directors or a variable number, and for the manner in which the number of directors may be increased or decreased. | | Dividends and Other Distributions | | | Delaware law permits the directors of a corporation, subject to any restrictions contained in its certificate of incorporation, to declare and pay dividends upon the shares of its capital stock, either (1) out of its surplus, as computed in accordance with the DGCL, or (2) in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. However, such dividends cannot be declared out of net profits if the capital of the corporation, has diminished by depreciation in the value of its property, or by losses or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets. Additionally, the DGCL also imposes on any director under whose administration distributions are declared in violation of the foregoing provision, personal liability to a corporation’s creditors in the event of its dissolution or insolvency, up to the full amount of the unlawful distribution, for a period of 6 years following a dividend declaration, unless such director’s dissent was recorded in the minutes of the proceedings approving the distribution. | Nevada law prohibits distributions to stockholders when the distributions would (i) render the corporation unable to pay its debts as they become due in the usual course of business and (ii) render the corporation’s total assets less than the sum of its total liabilities plus the amount that would be needed to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Additionally, the NRS imposes personal liability on any director under whose administration distributions are declared in violation of the foregoing provision to a corporation’s creditors in the event of its dissolution or insolvency, up to the full amount of the unlawful distribution, for a period of 3 years following a dividend declaration, unless such director’s dissent was recorded in the minutes of the proceedings approving the distribution. |
Communications with the Board of Directors
Communications with the Board of Directors Stockholders and other interested parties who wish to communicate with our Board of Directors, including our Co-Chairs of the Board of Directors, independent and non-management directors as a group, or any other individual director, may send their communication to our Corporate Secretary at info@dakotagoldcorp.com or 106 Glendale Drive, Suite A, Lead, South Dakota, 57754, USA. Our Corporate Secretary reviews communications to the Board. Communications relating to accounting, auditing, or fraud are forwarded to the Chair of our Audit Committee, and any other communications addressing a legitimate business issue are forwarded to other members of our Board as appropriate.
Communications with the Board of Directors
| OUR EXECUTIVE OFFICERS |
Communications with the Board of Directors
In addition to our CEO and President, Jonathan Awde, and our COO, Gerald Aberle, who also serve as members of our Board of Directors and whose biographical information is disclosed under the heading “Nominees for Election,” our executive officers as of the date of this proxy statement include the following individuals: James Berry Mr. Berry, 61, was appointed Vice-President of Exploration of Dakota Gold in December 2021. He has over 30 years of experience in the mining and exploration industry as an exploration and production geologist working in gold, silver, nickel, copper, and platinum-group element commodities for both underground and open pit deposits. He has worked for Asarco LLC, Homestake Mining Company of California, Goldcorp Inc., Barrick Gold Corporation, Romarco Minerals Inc., OceanaGold Corporation, Nickel Creek Platinum Corp. and Hycroft Mining Holding Corporation in increasing roles of responsibility. Highlights of Mr. Berry’s career include working on the Haile deposit in South Carolina, where he developed an exploration model that tripled the size of the deposit and advanced the deposit to production. In addition, while at Homestake he was part of an exploration team that identified several Precambrian and Tertiary targets in the Homestake District. These included the North Drift, Lower Main Ledge, Upper 7 Ledge, 11 Ledge, 15 Ledge, Tinton, Maitland, and Chism Gulch. Mr. Berry holds a Bachelor’s degree in Geology from the University of Tennessee and is a Registered Member of the Society for Mining, Metallurgy & Exploration. Shawn Campbell Mr. Campbell, 43, was appointed Chief Financial Officer of Dakota Gold in June 2021. He has over 15 years of progressively senior experience in project and operations financial management obtained via professional practice, capital markets and industry experience. Mr. Campbell most recently served as the Chief Financial Officer of GT Gold Corp. and before that with Goldcorp Inc in various roles, including the Head of Investor Relations and the Head of Finance for Canada and U.S. He holds a Bachelor of Commerce Degree (Distinction) from the University of Victoria, and a Diploma in Accounting (DAP) from the University of British Columbia. He is a Chartered Professional Accountant (CPA, CA) and a CFA Charter Holder. Patrick Malone Mr. Malone, 51, joined Dakota Gold as Chief Sustainability Officer in November 2022 and in January 2024 was appointed to the position of Senior Vice President, Chief Administrative Officer and External Relations. Mr. Malone has more than two decades experience in sustainable permitting, operation, closure, and redevelopment of mining properties. Previously, Mr. Malone held legal and executive positions at Barrick Gold Corporation, including Associate General Counsel - North America, Vice President Environment, and finally Vice President Reclamation and Closure, where he oversaw closure planning for Barrick’s international operations as well as for general management of a portfolio of closed mining properties. In this last role, Mr. Malone was responsible for both the Homestake and Richmond Hill mines, serving as President of both Homestake Mining Company of California and LAC Minerals (USA). Mr. Malone holds degrees in both Conservation Biology from Brigham Young University and a Juris Doctorate from J Reuben Clark Law School at Brigham Young University. The officers are appointed by our Board of Directors and shall hold office until his or her successor has been elected, unless a different term is specified in the resolution electing the officer, or until his or her earlier death, resignation or removal.
Communications with the Board of Directors
| EXECUTIVE COMPENSATION |
Summary Compensation Table
Summary Compensation Table The following summary compensation table summarizes the compensation paid to our named executive officers (each a “NEO”) for the 2023 fiscal year (ending on December 31, 2023), for the stub period of April 1, 2022 through December 31, 2022 which resulted from the Company’s election to change fiscal year ends (the stub period is indicated as “SP” in the table below), and for the 2022 fiscal year (ending on March 31, 2022).
Summary Compensation Table
| | | | | | | All | | | Name | | | | Stock | Option | Other | | | and Principal | Fiscal | Salary | Bonus (1) | Awards (2) | Awards (3) | Compensation | Total | | Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Jonathan Awde, | 2023 | 305,833 | 186,000 | 337,500 | 112,500 | -- | 941,833 | | CEO (5) | SP | 213,750 | 147,060 | 200,000 | 200,000 | -- | 760,810 | | | 2022 | 285,000 | 194,480 | 1,732,500 | 1,410,454 | 12,903(4) | 3,635,337 | | Shawn Campbell, | 2023 | 220,367 | 117,000 | 225,000 | 75,000 | -- | 637,367 | | CFO (6) | SP | 151,371 | 69,491 | 125,000 | 125,000 | -- | 470,862 | | | 2022 | 166,188 | 52,887 | 618,750 | 1,091,965 | -- | 1,929,790 | | Gerald Aberle, | 2023 | 280,962 | 171,000 | 300,000 | 100,000 | -- | 851,962 | | COO | SP | 195,000 | 134,160 | 175,000 | 175,000 | -- | 679,160 | | | 2022 | 260,000 | 195,065 | 618,750 | 1,000,968 | -- | 2,059,783 | | James Berry, | 2023 | 221,923 | 117,000 | 262,500 | 87,500 | -- | 688,923 | | VP of Exploration (7) | SP | 150,000 | 86,000 | 175,000 | 175,000 | -- | 586,000 | | | 2022 | 92,308 | 16,219 | 580,000 | 1,021,009 | -- | 1,709,536 | | Patrick Malone, | 2023 | 250,000 | 130,000 | 262,500 | 87,500 | 19,381(9) | 749,381 | | SVP, CAO and External Relations (8) | SP | 38,462 | 53,842 | 465,000 | 527,435 | -- | 1,084,739 |
Summary Compensation Table
| (1) Amounts reported in this column represent discretionary annual cash bonus amounts paid to the NEOs for fiscal years 2023 and 2022 and for the stub period beginning on April 1, 2022 and ending on December 31, 2022. |
Summary Compensation Table
| (2) Amounts are based on the grant date fair value, calculated in accordance with FASB Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC 718”), utilizing the assumptions discussed in Note 10 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2023. With respect to the stub period, the amounts shown in this column include both restricted stock units and performance share units shown at target achievement. The value of the performance share units granted in the stub period, assuming achievement of the maximum performance level, would have been $200,000 for Mr. Awde, $125,000 for Mr. Campbell, $175,000 for Mr. Aberle, $175,000 for Mr. Berry and $0 for Mr. Malone. The value of the performance share units granted in fiscal year 2023, assuming achievement of the maximum performance level, would have been $450,000 for Mr. Awde, $300,000 for Mr. Campbell, $400,000 for Mr. Aberle, $350,000 for Mr. Berry and $350,000 for Mr. Malone. |
Summary Compensation Table
| (3) Amounts are based on the grant date fair value, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 9 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2023. Option-based awards granted during the stub period and the year ended March 31, 2022 include vested and unvested amounts. |
Summary Compensation Table
| (4) Club membership of $3,517, and other health-related expenditures of $9,386. |
Summary Compensation Table
| (5) Mr. Awde became CEO of Dakota Territory Resource Corp. (“DTRC”) effective March 12, 2021 and had previously been appointed CEO of the Company on November 15, 2017. |
Summary Compensation Table
| (6) Mr. Campbell became CFO of DTRC effective June 1, 2021 and was appointed CFO of the Company on March 31, 2022. |
Summary Compensation Table
| (7) Mr. Berry became VP Exploration of DTRC effective December 1, 2021 and was appointed VP Exploration of the Company on March 31, 2022. |
Summary Compensation Table
| (8) Mr. Malone was appointed Chief Sustainability Officer of the Company on November 14, 2022 and was appointed Senior Vice President, Chief Administrative Officer and External Relations in January 2023. |
Summary Compensation Table
| (9) Travel and accommodation costs of $19,381. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by the Company’s NEOs as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Other Rights That Have Not Vested ($) | | Jonathan Awde | 387,500 | - | 4.76 | May 17, 2026 | - | - | - | - | | | 46,562 | 93,126(1) | 3.01 | September 2, 2027 | - | - | - | - | | | - | 81,143(2) | 2.81 | March 1, 2028 | - | - | - | - | | | - | - | - | - | 22,149(3) | 58,030 | 22,290(5) | 58,400 | | | - | - | - | - | 40,036(4) | 104,894 | 80,071(6) | 209,786 | | Shawn Campbell | 300,000 | - | 4.76 | May 17, 2026 | - | - | - | - | | | 29,101 | 58,204(1) | 3.01 | September 2, 2027 | | | | | | | - | 54,096(2) | 2.81 | March 1, 2028 | - | - | - | - | | | - | - | - | - | 13,843(3) | 36,269 | 13,931(5) | 36,499 | | | - | - | - | - | 26,690(4) | 69,928 | 53,381(6) | 139,858 | | Gerald Aberle | 275,000 | - | 4.76 | May 17, 2026 | - | - | - | - | | | 40,742 | 81,485(1) | 3.01 | September 2, 2027 | - | - | - | - | | | - | 72,127(2) | 2.81 | March 1, 2028 | - | - | - | - | | | - | - | - | - | 19,380(3) | 50,776 | 19,503(5) | 51,098 | | | - | - | - | - | 35,587(4) | 93,238 | 71,174(8) | 186,476 | | James Berry | 300,000 | - | 4.76 | October 15, 2026 | - | - | - | - | | | 40,742 | 81,485(1) | 3.01 | September 2, 2027 | - | - | - | - | | | - | 63,111(2) | 2.81 | March 1, 2028 | - | - | - | - | | | - | - | - | - | 19,380(3) | 50,776 | 19,503(5) | 51,098 | | | - | - | - | - | 31,139(4) | 81,584 | 62,278(6) | 163,168 | | Patrick Malone | 300,000 | - | 3.74 | November 18, 2027 | - | - | - | - | | | - | 63,111(2) | 2.81 | March 1, 2028 | - | - | - | - | | | - | - | - | | 83,333(3) | 218,332 | - | - | | | - | - | - | | 31,139(4) | 81,584 | 62,278(6) | 163,168 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents unvested options that vest in two equal tranches on May 11, 2024 and May 11, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents unvested options that vest in three equal tranches on March 1, 2024, 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents restricted stock units that vest in two equal tranches on May 11, 2024 and 2025. The market value of the restricted stock units is calculated by multiplying the number of shares underlying the restricted stock units by $2.62, the closing price of the Company’s stock on December 30, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Represents restricted stock units that vest in three equal tranches on March 1, 2024, 2025 and 2026. The market value of the restricted stock units is calculated by multiplying the number of shares underlying the restricted stock units by $2.62, the closing price of the Company’s stock on December 30, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents performance share units that can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Company as compared to the MVIS Global Junior Gold Miners Index. The performance share units will settle in two equal tranches on March 1, 2024 and 2025. The market value of the performance share units is calculated by multiplying the target number of shares underlying the performance share units by $2.62, the closing price of the Company’s stock on December 30, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents performance share units that can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Company as compared to the MVIS Global Junior Gold Miners Index. The performance share units will settle in three equal tranches on March 1, 2024, 2025 and 2026. The market value of the performance share units is calculated by multiplying the target number of shares underlying the performance share units by $2.62, the closing price of the Company’s stock on December 30, 2023. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The following table describes the estimated potential payments and benefits under the Company’s compensation and benefit plans and contractual agreements to which the NEOs would have been entitled if a termination of employment or change of control occurred on December 31, 2023. The actual amounts to be paid out can only be determined at the time of the NEO’s departure from the Company. The amounts reported in the table below do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs or include distributions of plan balances under the Company’s 401(k) plan or savings plans. The amounts reported assume payment of all previously earned and unpaid salary, vacation pay and short- and long-term incentive awards.
Potential Payments Upon Termination or Change of Control
| | Termination without “Cause” | Death or Disability (1) | Change of Control (2) | Double-Trigger (3) | | Named Executive Officer | $ | $ | $ | $ | | Jonathan Awde | | | | | | Cash severance(4) | 1,085,000 | - | - | 1,085,000 | | Acceleration of equity awards (5) | 431,111 | 262,053 | 431,111 | 431,111 | | Total Termination Benefits | 1,516,111 | 262,053 | 431,111 | 1,516,111 | | Shawn Campbell | | | | | | Cash severance (4) | 590,625 | - | - | 590,625 | | Acceleration of equity awards (5) | 282,554 | 171,065 | 282,554 | 282,554 | | Total Termination Benefits | 873,179 | 171,065 | 282,554 | 873,179 | | Gerald Aberle | | | | | | Cash severance(4) | 997,500 | - | - | 997,500 | | Acceleration of equity awards (5) | 381,587 | 231,721 | 381,587 | 381,587 | | Total Termination Benefits | 1,379,087 | 231,721 | 381,587 | 1,379,087 | | James Berry | | | | | | Cash severance(4) | 590,625 | - | - | 590,625 | | Acceleration of equity awards (5) | 346,626 | 212,298 | 346,626 | 346,626 | | Total Termination Benefits | 937,251 | 212,298 | 346,626 | 937,251 | | Patrick Malone | | | | | | Cash severance(4) | 656,250 | - | - | 656,250 | | Acceleration of equity awards (5) | 463,085 | 354,306 | 463,085 | 463,085 | | Total Termination Benefits | 1,119,335 | 354,306 | 463,085 | 1,119,335 |
Potential Payments Upon Termination or Change of Control
| (1) The values in this column represent the intrinsic value of the unvested stock options, restricted stock units and performance share units that are subject to acceleration upon a termination due to death or disability. Such intrinsic value calculated as (x) the market value per share of our common shares minus the exercise price (if any) of the award, multiplied by (y) the number of shares underlying the unvested award. Options that are “out-of-the-money” have a value of $0 for purposes of the above table. Pursuant to the 2022 Plan, (i) unvested restricted stock units outstanding as of the date of a termination due to death or disability fully accelerate, (ii) any performance share units eligible to vest in a performance period during which such termination occurs fully vest assuming achievement of target performance and (iii) unvested stock options outstanding as of the date of a termination due to death or disability fully accelerate. |
Potential Payments Upon Termination or Change of Control
| (2) Represents the value of all unvested PSUs at target, RSUs and stock options outstanding as of December 31, 2023. Under the 2022 Plan, all RSUs and stock options will be fully accelerated and all PSUs will be fully accelerated at target level upon the occurrence of a change of control. |
Potential Payments Upon Termination or Change of Control
| (3) Represents payments upon a termination of the NEO’s employment within three months prior to, or twelve months following, a Change of Control without Cause or, other than in case of Mr. Aberle, due to (i) a material reduction in responsibilities, (ii) a reduction in the base salary, or (iii) a requirement to relocate ordinary place of business more than 50 miles from the current location. |
Potential Payments Upon Termination or Change of Control
| (4) Cash severance is equal to two times (in case of Messrs. Awde and Aberle), or one and a half times (in case of Messrs. Campbell, Malone and Berry), the sum of the then current base salary and an annual bonus deemed to be 75% of the then current base salary. |
Potential Payments Upon Termination or Change of Control
| (5) The value in this row represents the intrinsic value of the unvested stock options, restricted stock units and performance share units that are subject to acceleration, with such intrinsic value calculated as (x) the market value per share of our common shares minus the exercise price (if any) of the award, multiplied by (y) the number of shares underlying the unvested award. Options that are “out-of-the-money” have a value of $0 for purposes of the above table. The number of shares underlying unvested PSUs is determined assuming performance at target levels. See “Outstanding Equity Awards” table above for a full listing of all unvested equity awards as of December 31, 2023. Market value per share of our common stock is equal to the closing price of the Company’s common shares on December 31, 2023, which was $2.62. |
Non-Executive Director Compensation
Non-Executive Director Compensation The table below summarizes the compensation provided to the Company’s non-executive Directors during the fiscal year ended December 31, 2023:
Non-Executive Director Compensation
| | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards | Total | | Director | $ | $ | $ | $ | | Robert Quartermain | -(2) | 150,000 | - | 150,000 | | Stephen O’Rourke | 86,000(3) | 150,000 | - | 236,000 | | Jennifer Grafton | 50,000(4) | 100,000 | - | 150,000 | | Amy Koenig | 50,000(4) | 100,000 | - | 150,000 | | Alice Schroeder | 50,000(4) | 100,000 | - | 150,000 |
Non-Executive Director Compensation
| (1) The amounts reported in this column represent grant date fair value calculated pursuant to FASB ASC Topic 718. Each director was granted restricted stock units on March 1, 2023 which will vest ratably on the three anniversaries following the grant date. |
Non-Executive Director Compensation
| (2) Dr. Quartermain has elected not to receive any fees for his services as a non-executive director for the Company and instead has asked that the Company donate the fees he would have otherwise received to national charities as well as local charities in South Dakota. |
Non-Executive Director Compensation
| (3) $21,500 per quarter. |
Non-Executive Director Compensation
| (4) $12,500 per quarter. |
Non-Executive Director Compensation
Directors are also entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.
Non-Executive Director Compensation
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
Non-Executive Director Compensation
The Company engages in related party transactions that involve its officers and directors and/or companies controlled by the officers and directors. We do not have a formal written policy for the review and approval of transactions with related parties. However, the Audit Committee Charter and our Code of Ethics each provide guidelines for reviewing any “related party transaction.” In particular, our Code of Ethics requires that all related party transactions be disclosed to the Audit Committee or a special independent committee of the Board of Directors for review and approval. Additionally, our Code of Ethics prohibits conflicts of interest and provides non-exclusive examples of conduct that would violate the prohibition. We annually require each of our directors and executive officers to complete a directors’ or officers’ questionnaire, respectively, that elicits information about related party transactions. Our Board of Directors and legal counsel annually review all transactions and relationships disclosed in the directors’ and officers’ questionnaires, and the Board of Directors makes a formal determination regarding each director’s independence. If a director were determined no longer to be independent, that director, if he or she serves on any of the Audit Committee, the Nominating and Corporate Governance Committee, or the Compensation Committee, would be removed from such committee prior to (or otherwise would not participate in) any future meetings of the committee. If the transaction were to present a conflict of interest, the Board of Directors would determine the appropriate response. As of the date of this proxy statement, we have seven directors, including five that the Board of Directors has determined as independent directors, as follows: Ms. Grafton, Ms. Koenig, Dr. Quartermain, Dr. O’Rourke and Ms. Schroeder. An “independent” director is a director whom the Board of Directors has determined satisfies the requirements for independence, including those established under the Sarbanes-Oxley Act of 2002, Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and under Section 803A of the NYSE American LLC Company Guide. Following is an analysis of related party transactions:
Non-Executive Director Compensation
| • | During the fiscal year ended December 31, 2023, our CEO was compensated for his salary and short-term incentive through payments made to JCTA Management (“JCTA”), a company owned by our CEO. During the fiscal year ended December 31, 2023, $491,833 was paid to JCTA solely for base salary and 2022 approved short-term incentive (nine months ended December 31, 2022 - $360,810). No other payments were made to JCTA during the year. |
Indemnification of Directors and Officers
Indemnification of Directors and Officers Our Articles of Incorporation and Bylaws provide that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the NRS, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract. We are also permitted to maintain insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions.
Indemnification of Directors and Officers
| OWNERSHIP OF COMMON STOCK |
Indemnification of Directors and Officers
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the number of shares is deemed to include the number of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The address for all listed officers and directors is 106 Glendale Drive, Suite A, Lead, South Dakota 57754. The following table sets forth, as of March 20, 2024, the number and percentage of outstanding shares of common stock owned by: (a) each person who is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (b) each of our directors; (c) the NEOs; and (d) all current directors and executive officers, as a group. As of March 20, 2024, there were 87,703,942 shares of common stock issued and outstanding.
Indemnification of Directors and Officers
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class(1) | | Gerald Aberle, COO and Director | 4,635,389(2) | 5.26% | | Jonathan Awde, President, CEO and Director | 6,538,373(3) | 7.41% | | James Berry, Vice President of Exploration | 584,549(4) | 0.66% | | Shawn Campbell, CFO | 831,717(5) | 0.94% | | Jennifer Grafton, Director | 125,151(6) | 0.14% | | Amy Koenig, Director | 125,151(7) | 0.14% | | Patrick Malone, SVP & CAO | 320,235(8) | 0.36% | | Stephen O’Rourke, Co-Chair and Director | 1,136,082(9) | 1.29% | | Robert Quartermain, Co-Chair and Director | 8,212,664(10) | 9.28% | | Alice Schroeder, Director | 308,138(11) | 0.35% | | All Directors and Officers as a Group (10 persons) | 22,717,449 | 26.02% | | Fourth Sail Capital LP 89 Nexus Way, Grand Cayman, Camana Bay, KY1-9009, Cayman Islands | 4,621,846 | 5.27% | | Orion Resource Partners (USA) LP 1045 Avenue of the Americas, New York, NY, 10018 | 6,666,667 | 7.60% |
Indemnification of Directors and Officers
| (1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. |
Indemnification of Directors and Officers
| (2) Consists of 4,245,173 shares of common stock, 380,526 vested options, and 9,690 vested RSUs. |
Indemnification of Directors and Officers
| (3) Consists of 5,974,532 shares of common stock, 11,074 vested RSUs, 507,673 vested options, and 45,094 warrants. |
Indemnification of Directors and Officers
| (4) Consists of 172,338 shares of common stock, 402,521 vested options and 9,690 vested RSUs. |
Indemnification of Directors and Officers
| (5) Consists of 331,315 shares of common stock, 376,236 vested options, 6,921 vested RSUs, and 117,245 warrants. |
Indemnification of Directors and Officers
| (6) Consists of 25,151 shares of common stock and 100,000 vested options. |
Indemnification of Directors and Officers
| (7) Consists of 25,151 shares of common stock and 100,000 vested options. |
Indemnification of Directors and Officers
| (8) Consists of 57,531 shares of common stock, 221,037 vested options and 41,666 vested RSUs. |
Indemnification of Directors and Officers
| (9) Consists of 861,082 shares of common stock and 275,000 vested options. |
Indemnification of Directors and Officers
| (10) Consists of 7,396,53 shares of common stock, 275,000 vested options, and 541,133 warrants. |
Indemnification of Directors and Officers
| (11) Consists of 232,454 shares of common stock, 66,666 vested options and 9,018 warrants. |