DEF 14A of Digi Power X Inc.
Filed Nov 2, 2026 · FY20250001213900-26-114925
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
INDEBTEDNESS OF DIRECTORS AND OFFICERS
INDEBTEDNESS OF DIRECTORS AND OFFICERS None of the current or proposed directors or officers of the Corporation, nor any affiliate or associate of the current or proposed directors or officers of the Corporation, is or was indebted to the Corporation (or to another entity which is the subject of a guarantee support agreement, letter of credit, or other similar arrangement or undertaking provided by the Corporation) since the beginning of the most recently completed financial year.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Board of Directors
Board of Directors As previously disclosed, the SV Shares are listed on both the Nasdaq Capital Market in the United States, under the trading symbol “DGXX,” and on Cboe Canada in Canada. As a result of this dual listing, and because the Corporation is both a U.S. reporting company and “domestic issuer” under U.S. federal securities laws, subject to the rules and regulations of the SEC, and a reporting issuer under Canadian securities laws, the Corporation is subject to the corporate governance requirements of both the United States and Canada, including the rules and standards of the SEC and Nasdaq, on the one hand, and applicable Canadian securities laws and the rules of Cboe Canada, on the other. The independence of the Corporation’s directors is accordingly determined under the standards of each such jurisdiction and exchange, as applicable, as described below. Under applicable Nasdaq rules, a majority of the Corporation’s Board is required to be comprised of independent directors, and, subject to specified exceptions, each member of the Board’s audit, compensation, and nominating and corporate governance committees must be independent. Under Nasdaq Listing Rule 5605(a)(2), a director qualifies as an “independent director” only if, in the opinion of the Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Members of the audit committee must also satisfy the heightened independence criteria set forth in Rule 10A-3 under the Exchange Act, which, among other things, prohibits an audit committee member from accepting, directly or indirectly, any consulting, advisory or other compensatory fee from the Corporation or any of its subsidiaries (other than in his or her capacity as a director) or otherwise being an affiliated person of the Corporation or any of its subsidiaries. Members of the compensation committee must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act, under which the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Corporation that is material to that director’s ability to be independent from management, including the source of the director’s compensation and whether the director is affiliated with the Corporation or any of its subsidiaries or affiliates. National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) defines an “independent director” as a director who has no direct or indirect material relationship with the Corporation. A “material relationship” is in turn defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with such member’s independent judgment. In addition to the foregoing Canadian securities law requirements, the Corporation is subject to the rules of Cboe Canada by virtue of the listing of its SV Shares on that exchange. Cboe Canada does not prescribe a standard for director independence separate from Canadian securities laws; instead, a Cboe Canada-listed issuer determines the independence of its directors by reference to the independence requirements of applicable Canadian securities laws, including NI 58-101. Accordingly, the Corporation assesses the independence of its directors for Cboe Canada purposes using the “independent director” and “material relationship” concepts described above. The Board believes that it functions independently of management and reviews its procedures on an ongoing basis to ensure that it is functioning independently of management. The Board meets without management present, as circumstances require. When conflicts arise, interested parties are precluded from voting on matters in which they may have an interest. In light of the suggestions contained in National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”), the Board convenes meetings, as deemed necessary, of the independent directors, at which non-independent directors and members of management are not in attendance. The Board is currently comprised of five (5) members, three (3) of whom the Board has determined to be “independent directors.” The Board has determined that each of Ajay Gupta, Adam Rossman, and Gerard Rotonda qualifies as an “independent director” under applicable SEC and Nasdaq rules, including Nasdaq Listing Rule 5605(a)(2), on the basis that none of them has a relationship with the Corporation that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. As a result, a majority of the Board is comprised of independent directors, as required by the Nasdaq rules. In addition, in the case of the members of the audit committee, the Board has determined that each satisfies the heightened independence criteria set forth in Rule 10A-3 under the Exchange Act, and, in the case of the members of the compensation committee, that each satisfies the independence criteria set forth in Rule 10C-1 under the Exchange Act. The Board has also determined that each of Ajay Gupta, Adam Rossman, and Gerard Rotonda is independent within the meaning of NI 58-101, since they are each independent of management and free from any material relationship with the Corporation. The basis for this determination is that, since the date of incorporation of the Corporation, none of the independent directors have worked for the Corporation, received remuneration from the Corporation or had material contracts with or material interests in the Corporation which could interfere with their ability to act with a view to the best interests of the Corporation. Michel Amar and Alec Amar are not considered independent directors because they are officers of the Corporation. The Board functions independently of management. To enhance its ability to act independent of management, the Board may in the future meet in the absence of members of management or may excuse such persons from all or a portion of any meeting where an actual or potential conflict of interest arises or where the Board otherwise determines is appropriate. Additionally, as of the date of this Proxy Statement, there is no independent Chair of the Board or lead independent director, the Board provides further leadership for its independent directors by encouraging communication among the independent directors, such that they provide each other with guidance and leadership as necessary on an informal basis. The Board is in the process of implementing a Lead Independent Director Charter. The Board has also devolved certain duties, as described elsewhere in this Proxy Statement, to the independent Audit Committee.
Summary Compensation Table
Summary Compensation Table The following table provides information concerning all compensation awarded to, earned by, or paid to our NEOs for the fiscal years ended December 31, 2025 and December 31, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Share Based Awards(1) ($) | Option Based Awards(2) ($) | Total ($) | | Michel Amar(3) | 2025 | 970,576 | 875,000 | 5,422,756 | 4,756,895 | 12,025,227 | | Chief Executive Officer | 2024 | 479,467 | - | 4,416,152 | - | 4,895,619 | | Alec Amar(4) | 2025 | 563,397 | 275,000 | 4,651,153 | 1,936,145 | 7,425,695 | | President | 2024 | 379,012 | - | 3,841,103 | - | 4,220,115 | | Paul Ciullo | 2025 | 145,000 | 50,000 | 172,289 | 154,370 | 521,659 | | Chief Financial Officer | 2024 | 136,081 | - | 153,290 | - | 289,371 |
Summary Compensation Table
| (1) The amounts in the “Share Based Awards” column reflect the aggregate grant date fair value of RSUs granted during the calendar year, computed in accordance with FASB ASC Topic 718, generally measured as the grant date price of the Corporation’s SV Shares. The assumptions that we used to calculate these amounts are discussed in Note 14 to the financial statements appearing in the Annual Report. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the RSUs or the sale of the SV Shares underlying such RSUs. |
Summary Compensation Table
| (2) The amounts in the “Option Based Awards” column reflect the aggregate grant date fair value of stock options granted during the calendar year, computed in accordance with FASB ASC Topic 718 using the Black-Scholes method. The assumptions that the Corporation used to calculate these amounts are discussed in Note 14 to the financial statements appearing in the Annual Report. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the stock options, the exercise of the stock options, or the sale of the SV Shares underlying such stock options. |
Summary Compensation Table
| (3) During the fiscal years ended December 31, 2024 and 2025, Michel Amar received a portion of his salary in Bitcoin (“BTC”). The value is determined and recognized by the Corporation as the number of BTC received times the price of BTC per their principal exchange (Gemini) on the date the BTC was transferred to him. |
Summary Compensation Table
| (4) During the fiscal years ended December 31, 2024 and 2025, Alec Amar received a portion of his salary in BTC. The value is determined and recognized by the Corporation as the number of BTC received times the price of BTC per their principal exchange (Gemini) on the date the BTC was transferred to him. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Employment Agreements. Under the Employment Agreements, in the event the applicable executive’s employment with the Corporation is terminated without Cause, for Good Reason, or due to non-extension of the applicable employment agreement (at the election of the Corporation), Michel Amar or Alec Amar, as applicable, is entitled to, among other things, 24 months of continued base salary payments and subsidized COBRA continuation coverage during the severance period, in addition to accrued amounts and any earned prior-year and pro-rata bonuses. Equity Incentive Plans. If an NEO’s employment or service is terminated due to death or disability, any vested Options held by the NEO will be exercisable at any time until the earlier of (i) 365 days after the date of death or disability and (ii) the Expiry Date (as defined in the Stock Option Plan), and any unvested Options will be cancelled. If an NEO’s employment or service is terminated for Cause, all Options (whether vested or unvested) held by the NEO will be cancelled. If an NEO’s employment or service is terminated (i) due to early retirement (i.e., retirement earlier than the normal retirement date under the Corporation’s retirement policy) at the Corporation’s request, (ii) due to voluntary resignation or (iii) by the Corporation without cause, any Option then held by the NEO will be exercisable at any time until the earlier of (a) the Expiry Date and (b) 90 days after the date of the termination (unless determined otherwise by the Board). In respect of incentive stock options, if an NEO’s employment or service is terminated due to death or disability (as defined in Section 422 of the U.S. Code), any incentive stock options held by the NEO will expire on the earlier of (i) 365 days after the date of death or disability and (ii) the Expiry Date; if an NEO’s employment or service is terminated due to any reason other than death, disability, or for cause, any incentive stock options held by the NEO will expire on the earlier of (i) 90 days after the date of termination and (ii) the Expiry Date. If a Change of Control occurs, all shares subject to each outstanding option will immediately vest and become exercisable. Unless provided otherwise in an award agreement or in writing after the award agreement is issued, upon the termination of Michel Amar’s or Alec Amar’s employment or service for a reason other than death or a Change of Control (as defined in the RSU Plan), any RSUs that have not vested and will not vest within 30 days from the date of termination will be forfeited by him. If such executive’s employment or service is terminated for Cause, then the Corporation may also annul the award within 30 days of such termination. Upon Michel Amar’s or Alec Amar’s death, any unvested RSUs will immediately vest, so long as one year has passed between the date of grant of such RSUs and the date of death. If Michel Amar’s or Alec Amar’s employment is terminated within 12 months following a transaction constituting a Change of Control, then any RSUs such executive holds that are unvested will fully accelerate and be settled in accordance with the RSU Plan and/or the applicable award agreement governing the award.
Outstanding Equity Awards At Fiscal-Year End
Outstanding Equity Awards At Fiscal-Year End The following table summarizes the outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards At Fiscal-Year End
| | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | 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, Units or other Rights That Have Not Vested ($) | | Michel Amar | June 6, 2025 | 515,000 | - | - | $2.09 | 6/25/2030 | 950,000 | 2,422,500 | - | - | | | November 19, 2025 | 900,000 | - | - | $4.90 | 11/19/2030 | - | - | - | - | | Alec Amar | June 6, 2025 | 365,000 | - | - | $2.09 | 6/25/2030 | 783,334 | 1,997,502 | - | - | | | November 19, 2025 | 300,000 | - | - | $4.90 | 11/19/2030 | - | - | - | - | | Paul Ciullo | November 19, 2025 | 15,000 | - | - | $4.90 | 11/19/2030 | 36,667 | 93,501 | - | - |
Outstanding Equity Awards At Fiscal-Year End
| (1) All options were fully vested on the grant date. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth a summary of the compensation awarded to, earned by, or paid to our non-employee directors who served on our Board during the fiscal year ended December 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Share Based Awards(1) ($) | Option Based Awards(2) ($) | Total ($) | | Dennis Elsenbeck(3) | 60,000 | - | 118,110 | 178,110 | | Ajay Gupta | - | - | 488,520 | 488,520 | | Gerard Rotonda | 15,000 | 81,958 | 118,110 | 215,068 | | Adam Rossman | 24,529 | 130,347 | 118,110 | 272,986 |
DIRECTOR COMPENSATION
| (1) The amounts in the “Share Based Awards” column reflect the aggregate grant date fair value of RSUs granted during the calendar year, computed in accordance with FASB ASC Topic 718, generally measured as the grant date price of the Corporation’s SV Shares. The assumptions that we used to calculate these amounts are discussed in Note 14 to our financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the RSUs or the sale of the SV Shares underlying such RSUs. | | (2) The amounts in the “Option Based Awards” column reflect the aggregate grant date fair value of stock options granted during the calendar year, computed in accordance with FASB ASC Topic 718 using the Black-Scholes method. The assumptions that we used to calculate these amounts are discussed in Note 14 to our financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the stock options, the exercise of the stock options, or the sale of the SV Shares underlying such stock options. |
DIRECTOR COMPENSATION
| (3) Mr. Elsenbeck did not stand for re-election at the Corporation’s annual meeting and ceased to be a member of the Board effective as of December 11, 2025. |
DIRECTOR COMPENSATION
Michel Amar and Alec Amar were executive officers of the Corporation during the year ended December 31, 2025. For a description of their compensation, see the disclosure under the subheading “Executive Compensation” above.
Oversight and Description of Director and NEO Compensation
Oversight and Description of Director and NEO Compensation Compensation plays an important role in achieving short and long-term business objectives that ultimately drive business success. The Corporation’s compensation philosophy is to foster entrepreneurship at all levels of the organization through, among other things, the granting of stock options (“Options”) and restricted share units (“RSUs”) for SV Shares, which will be a significant component of executive compensation. This approach is based on the assumption that the performance of the SV Share price over the long term is an important indicator of long-term performance. The Corporation’s compensation philosophy is based on the following fundamental principles:
Oversight and Description of Director and NEO Compensation
| ● | Compensation programs align with shareholder interests – the Corporation aligns the goals of executives with maximizing long-term shareholder value; |
Oversight and Description of Director and NEO Compensation
| ● | Offer market competitive compensation to attract and retain talent – the compensation program should provide market competitive pay in terms of value and structure in order to retain existing employees who are performing according to their objectives and to attract new individuals of the highest calibre. |
Oversight and Description of Director and NEO Compensation
| ● | to evaluate executive performance on the basis of key measurements that correlate to long-term shareholder value; and |
Oversight and Description of Director and NEO Compensation
The Corporation believes that transparent, objective and easily verified corporate goals, combined with individual performance goals, play an important role in creating and maintaining an effective compensation strategy for the NEOs. The Corporation’s objective is to establish benchmarks and targets for its NEOs that will enhance shareholder value if achieved. The compensation committee of the Board (the “Compensation Committee”) assists the Board in its oversight of compensation. The Compensation Committee is comprised of Adam Rossman (Chair) and Gerard Rotonda. Messrs. Rossman and Rotonda are considered “independent” within the meaning of Canadian Securities Administrator’s National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”). The Compensation Committee ensures an objective process for determining compensation by providing that a majority of members of the Compensation Committee are considered independent within the meaning of NI 58-101. The Compensation Committee is responsible for considering, establishing and reviewing executive compensation programs, and whether the programs encourage unnecessary or excessive risk taking. The Corporation anticipates the programs will be balanced and will not motivate unnecessary or excessive risk taking. The Corporation’s security trading policy restricts directors or NEOs from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of TSXV funds that are designed to hedge or offset a decrease in market value of equity. To the knowledge of the Corporation, as of the date of hereof, no director or NEO of the Corporation has participated in the purchase of such financial instruments. Base salaries, if any, are fixed in amount and do not encourage risk taking. While annual incentive awards will focus on the achievement of short-term or annual goals and short-term goals may encourage the taking of short-term risks at the expense of long-term results, the Corporation’s annual incentive award program will represent a small percentage of employees’ compensation opportunities. Share based awards are important to further align employees’ interests with those of the Shareholders. The ultimate value of the awards is tied to the price of the SV Shares and since awards are expected to be staggered and may be subject to long-term vesting schedules, they will help ensure that directors and NEOs have significant value tied in long-term stock price performance. Aggregate compensation for each NEO is designed to be competitive. The Compensation Committee will review from time to time the compensation practices of similarly situated companies when considering the Corporation’s executive compensation practices. The Compensation Committee reviews each element of compensation for market competitiveness, and although it may weigh a particular element more heavily based on the NEO’s role within the Corporation, it is primarily focused on remaining competitive in the market with respect to total compensation. From time to time, on an ad hoc basis, the Compensation Committee will review data related to compensation levels and programs of various companies that are similar in size to the Corporation and operate within technology industries or other emerging sectors. The Compensation Committee also relies on the experience of its members as officers and/or directors at other companies in similar lines of business as the Corporation in assessing compensation levels. These other companies are identified in this Proxy Statement under the heading “Corporate Governance – Directorships”.
Compensation Governance
| ● | annual incentive (bonus) payments; and |
Compensation Governance
| ● | Long-term incentive compensation (in the form of Options and/or RSUs) |
Annual Incentive (Cash Bonus) Payments
Annual Incentive (Cash Bonus) Payments Cash annual incentive awards are based on various personal and company-wide achievements. Performance goals for annual incentive payments are subjective and include achieving individual and corporate targets and objectives, as well as general performance in day-to-day corporate activities. The Board approves target annual incentive amounts for each NEO at the beginning of each financial year. The Compensation Committee determines target amounts based on a number of factors, including comparable compensation of similar companies. Funding of the annual incentive awards is capped at the Corporation level and the distribution of funds to the executive officers will be at the discretion of the Compensation Committee. Each NEO may receive partial or full payment of the target annual incentive amount set by the Compensation Committee at the beginning of each financial year, depending on the number of the predetermined targets met, and the assessment of such NEO’s overall performance by the Compensation Committee and the Board. In order to develop a recommendation to the Board regarding annual incentive payments, the Compensation Committee assesses NEO performance subjectively, considering each NEO’s respective success in achieving his or her individual objectives, contributions to the achievement of the Corporation’s goals, and contributions to meeting the needs of the Corporation that arise on a day-to-day basis. If the Compensation Committee cannot unanimously agree on a recommendation in respect of an NEO’s annual incentive payment, the matter is referred to the full Board for decision. The Board relies heavily on the recommendations of the Compensation Committee in granting annual incentives. However, the Board reserves ultimate discretion in determining whether each NEO has met his or her targets, and has the right make positive or negative adjustments to any annual incentive payment recommended by the Compensation Committee that it deems appropriate.
Long-Term Incentive Compensation
Long-Term Incentive Compensation Options and RSUs may be granted to directors, management, employees and certain service providers as long-term incentives to align the individual’s interests with those of the Corporation. Options and RSUs are awarded to directors and employees, including NEOs, at the Board’s discretion, on the recommendation of the Compensation Committee. Decisions with respect to options and RSUs granted are based upon the individual’s level of responsibility and their contribution towards the Corporation’s goals and objectives, and additionally may be awarded in recognition of the achievement of a particular goal or extraordinary service. The Board and the Compensation Committee considers outstanding Options and RSUs granted under the Stock Option Plan and RSU Plan and held by management in determining whether to make any new grants of options and RSUs, and the quantum or terms of any options or RSUs grant. The objective of the RSU Plan is to further aid in retaining eligible employees while maintaining alignment of compensation with the long-term share price performance provided to the Corporation’s Shareholders. RSUs aid in promoting greater share ownership by executives and employees at the Corporation and aligning the Corporation compensation practices closer to market practices. Furthermore, the RSU Plan diversifies the types of incentive-based compensation, enabling the Board to better tailor such awards to the duties and responsibilities of the Directors, Employees and Consultants (collectively referred to as “Service Providers” within the plan document). While initially intended to only vest based on the continued service of Eligible Persons with the Corporation, in the future, the proposed RSU Plan will also provide the Board with the alternative of establishing specific performance-based goals in addition to service-based restrictions when determining the vesting of specific RSU grants. This will provide the opportunity to further strengthen the alignment of interests of eligible employees (namely executives) with the achievement of the Corporation’s long-term strategic plan and the interests of Shareholders. The objective of the Corporation’s Stock Option Plan is to further aid in retaining qualified talent while maintaining alignment of compensation with the long-term share price performance provided to the Corporation’s shareholders. Options are awarded to directors, consultants and employees, including NEOs, at the Board’s discretion, on the recommendation of the Compensation Committee. Decisions with respect to Options granted are based upon the individual’s level of responsibility and their contribution towards the Corporation’s goals and objectives, and additionally may be awarded in recognition of the achievement of a particular goal or extraordinary service. The Compensation Committee considers outstanding Options granted under the Stock Option Plan held by management in determining whether to make any new grants of Options, and the quantum or terms of any Option grant. In order to arrive at a particular recommendation for performance-based compensation under the Stock Option Plan, the Compensation Committee will use objectively determinable performance targets, where possible, under one or more of the following business criteria, individually or in combination: (i) Technical Matters; (ii) Capital Markets; (iii) Corporate Development; (iv) Community Initiatives; (v) Operational Matters; and (vi) Board Liaison Matters.
Stock Option Plan
Stock Option Plan The Stock Option Plan was adopted by the Board on October 23, 2017 and must be re-approved by the Shareholders every three years pursuant to the policies of Cboe Canada. The Stock Option Plan was last approved by Shareholders the last annual and special meeting of the Corporation held on December 11, 2025. The purpose of the Stock Option Plan is to allow the Corporation to grant options to directors, officers, employees and consultants, as additional compensation and as an opportunity to participate in the success of the Corporation. The granting of such options is intended to align the interests of such persons with that of the Corporation’s shareholders. The following is a summary of the material terms of the Stock Option Plan (any terms not defined herein have the meaning defined in the Stock Option Plan):
Stock Option Plan
| ● | Persons who are Eligible Persons of the Corporation are eligible to receive grants of options under the Stock Option Plan. Eligible Persons include any director, office, Employee, Management Company Employee, or Consultant of the Corporation or any of its subsidiaries. |
Stock Option Plan
| ● | The aggregate maximum number of the SV Shares available for issuance from treasury under the Stock Option Plan at any given time is 10% of the outstanding Shares as at the date of grant of an Option under the Stock Option Plan. |
Stock Option Plan
| ● | Unless permitted otherwise by any applicable stock exchange, options shall not be granted to any optionee if such grant could result, at any time, in: |
Stock Option Plan
| i. | the issuance to any one Eligible Person, within a one-year period, together with SV Shares issuable to such Eligible Person under all other security-based compensation arrangements of the Corporation, of a number of SV Shares exceeding 5% of the issued and outstanding Shares; |
Stock Option Plan
| ii. | the issuance to any one Consultant, within any 12-month period, of a number of SV Shares exceeding 2% of the issued and outstanding Shares, together with SV Shares issuable to such Consultant under all other security-based compensation arrangements of the Corporation; and |
Stock Option Plan
| iii. | the issuance to employees conducting investor relations activities, within any 12 month period, of an aggregate number of SV Shares exceeding 2% of the issued and outstanding Shares; |
Stock Option Plan
| ● | Disinterested Shareholder Approval is required for the following: |
Stock Option Plan
| i. | any individual stock option grant that would result in the grant to Insiders (as a group), within a 12-month period, of an aggregate number of options exceeding 10% of the issued Shares, calculated on the date an option is granted to any Insider; and |
Stock Option Plan
| ii. | any individual stock option grant that would result in the number of SV Shares issued to any individual in any 12-month period under this Plan exceeding 5% of the issued Shares, less the aggregate number of shares reserved for issuance or issuable under any other Share Compensation Arrangement of the Corporation. |
Stock Option Plan
| iii. | The term of an Option shall not exceed 10 years from the date of grant of the Option and the Expiry Date for each Option shall be set by the Board at the time of issue of the Option. |
Stock Option Plan
| ● | All Options granted to Eligible Persons retained to perform Investor Relations Activities will vest and become exercisable in stages over a period of not less than twelve (12) months, with no more than one-quarter (1/4) of such Options vesting and becoming exercisable in any three (3) month period. |
Stock Option Plan
| ● | An Option shall vest and may be exercised in whole or in part at any time during the term of such Option after the date of the grant as determined by the Board, subject to extension where the expiry date falls within a Blackout Period. |
Stock Option Plan
| ● | Options may be granted by the Corporation and the exercise price of such Options shall be determined pursuant to the recommendations of the Board or a committee appointed to administer the Stock Option Plan from time to time provided and to the extent that such decisions are approved by the Board. The exercise price of an Option shall not be less than the Market Value of the Shares as of the Grant Date, subject to any allowable discounts permitted by the TSXV. |
Stock Option Plan
| ● | The Stock Option Plan provides that if a change of control (as defined in the Stock Option Plan) occurs, or if the Corporation is subject to a take-over bid, all Shares subject to options shall immediately become vested and may thereupon be exercised in whole or in part by the option holder. The Board may also accelerate the expiry date of outstanding options in connection with a take-over bid. |
Stock Option Plan
| ● | The Stock Option Plan contains adjustment provisions with respect to outstanding options in cases of share reorganizations, special distributions and other corporation reorganizations including an arrangement or other transaction under which the business or assets of the Corporation become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the shareholders of the Corporation, or the exchange with the shareholders of the Corporation, of securities of the Corporation or securities of another company. Any adjustment, other than in connection with a consolidation or stock split, to an Option granted or issued under the Stock Option Plan is subject to the prior acceptance of the TSXV, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization. |
Stock Option Plan
| ● | The Stock Option Plan provides that on the death or disability of an option holder, all vested options will expire at the earlier of 365 days after the date of death or disability and the expiry date of such options. Where an optionee is terminated for cause, any outstanding options (whether vested or unvested) are cancelled as of the date of termination. If an optionee retires or voluntarily resigns or is otherwise terminated by the Corporation other than for cause, then all vested options held by such optionee will expire at the earlier of (i) the expiry date of such options and (ii) the date which is 90 days (30 days if the optionee was engaged in investor relations activities) after the optionee ceases its office, employment or engagement with the Corporation. |
Stock Option Plan
| ● | In lieu of the exercise price of each SV Share underlying an Option being paid in cash, the Option may be exercised, except Options granted to persons performing investor relations activities, at the discretion of the Option holder and only with the written permission of the Board and as permitted by the policies of the TSXV or other stock exchange on which the SV Shares are listed, by a net exercise whereby the Option holder will receive only the number of SV Shares underlying the Option that is the equal to the quotient obtained by dividing: (a) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying SV Shares and the exercise price of the subject Options by, (b) the VWAP of the underlying Common Shares. |
Stock Option Plan
| ● | The Stock Option Plan contains a provision that if pursuant to the operation of an adjustment provision of the Stock Option Plan, an optionee receives options (the “New Options”) to purchase securities of another company (the “New Company”) in respect of the optionee’s options under the Stock Option Plan (the “Subject Options”), the New Options shall expire on the earlier of: (i) the expiry date of the Subject Options; (ii) if the optionee does not become an eligible person in respect of the New Company, the date that the Subject Options expire pursuant to the applicable provisions of the Stock Option Plan relating to expiration of options in cases of death, disability or termination of employment discussed in the preceding paragraph above (the “Termination Provisions”); (iii) if the optionee becomes an eligible person in respect of the New Company, the date that the New Options expire pursuant to the terms of the New Company’s stock option plan that correspond to the Termination Provisions; and (iv) the date that is one (1) year after the optionee ceases to be an eligible person in respect of the New Company or such shorter period as determined by the Board. |
Restricted Share Unit Plan
Restricted Share Unit Plan The RSU Plan is available to directors, employees and consultants which are collectively referred to in the RSU Plan as Service Providers of the Corporation, as determined by the Board (the “Eligible Grantees”). As of October 27, 2026, the Corporation has granted 4,761,978 outstanding RSUs to Eligible Grantees. The RSU Plan is intended to complement the Stock Option Plan by allowing the Corporation to offer a broader range of incentives to diversify and customize the rewards Eligible Grantees to promote long term retention and greater alignment with the competitive market. The following information is intended to be a brief description and summary of the material features of the RSU Plan (any terms not defined herein have the meaning defined in the RSU Plan):
Restricted Share Unit Plan
| ● | The RSU Plan provides for a fixed maximum limit of 6,205,297 SV Shares available for issuance under the RSU Plan. The number of share issuable pursuant to the RSU Plan is in accordance with the policies of the TSXV. The number of SV Shares issued or to be issued under the RSU Plan and all other security-based compensation arrangements, at any time, shall not exceed 20% of the total number of the issued and outstanding Shares of the Corporation; |
Restricted Share Unit Plan
| ● | The total number of SV Shares issuable to insiders under the RSU Plan, at any time, together with any other security-based compensation arrangements of the Corporation, shall not exceed 10% of the issued and outstanding Shares of the Corporation; |
Restricted Share Unit Plan
| ● | Unless disinterested shareholder approval has been obtained, the total number of SV Shares issuable to insiders within any one-year period under the RSU Plan shall not exceed 10% of the issued and outstanding Shares of the Corporation; |
Restricted Share Unit Plan
| ● | The total number of SV Shares issuable to all Service Providers within any one-year period under the RSU Plan shall not exceed 2% percent of the issued and outstanding SV Shares of the Corporation; |
Restricted Share Unit Plan
| ● | Neither awards nor any rights under any such awards shall be assignable or transferable. If any SV Shares covered by an award are forfeited, or if an award terminates without delivery of any SV Shares subject thereto, then the number of SV Shares counted against the aggregate number of SV Shares available under the RSU Plan with respect to such award shall, to the extent of any such forfeiture or termination, again be available for making awards under the RSU Plan. The RSU Plan shall terminate automatically after ten years and may be terminated on any earlier date or extended by the Board; |
Restricted Share Unit Plan
| ● | In no case shall a RSU vest within one (1) year from the Grant Date; |
Restricted Share Unit Plan
| ● | If the Company completes a transaction constituting a Change of Control and within twelve (12) months following the Change of Control a Grantee who was also an officer or employee of, or Consultant to, the Company prior to the Change of Control has their position, employment or consulting agreement terminated, or the Participant is constructively dismissed, then all unvested Awards shall immediately vest and be settled; |
Restricted Share Unit Plan
| ● | Grantees of RSUs shall have no rights as Shareholders. The Board may provide in an Award Agreement evidencing a grant of RSUs that the Grantee shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding SV Shares, a cash payment for each RSU granted equal to the per-share dividend paid on the outstanding SV Shares. Such Award Agreement may also provide that such cash payment will be deemed reinvested in additional Restricted Share Units at a price per unit equal to the Fair Market Value of the SV Shares on the date that such dividend is paid. Any grant of additional RSUs pursuant to Section 8.4(a) of the RSU Plan must be included in the maximum number of Shares subject to the Plan pursuant to Section 4 of the RSU Plan. If there are not a sufficient number of Shares available under the RSU Plan to satisfy the grant of additional RSUs, notwithstanding any provision in the applicable Award Agreement, the Company shall satisfy the obligation by way of cash payment; |
Restricted Share Unit Plan
| ● | Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, subject to prior TSXV approval, upon the termination of a Grantee’s Service, any RSUs granted to a Grantee that have not vested and will not vest within 30 days from the date of termination, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of RSUs, the Grantee shall have no further rights with respect to such Award, including but not limited to any right to receive dividends with respect to the RSUs. |
Restricted Share Unit Plan
| ● | The Board may at any time, in its sole discretion and without the approval of Shareholders, amend, suspend, terminate or discontinue the RSU Plan and may amend the terms and conditions of any awards thereunder, subject to (a) any required approval of any applicable regulatory authority or the TSXV, and (b) approval of Shareholders of the Corporation, provided that , unless required by the TSXV, Shareholder approval shall not be required for the following amendments and the Board may make changes which may include but are not limited to: (i) amendments of a ‘housekeeping nature’; (ii) changes to vesting provisions; or (iii) changes to the term of the RSU Plan or awards made under the RSU Plan provided those changes do not extend the restriction period of any RSU beyond the original expiry date or restriction period. The Board may amend, modify, or supplement the terms of any outstanding award. |
Restricted Share Units
Restricted Share Units The RSU Plan provides that the Board of the Corporation may, from time to time, in its sole discretion, grant awards of RSUs to Eligible Grantees. Each RSU shall represent one SV Share of the Corporation. The Board may, in its sole discretion, establish a period of time (a “Vesting period”) applicable to such RSUs. Each award of RSUs may be subject to a different Vesting period. The Board may, in its sole discretion, prescribe restrictions in addition to or other than the expiration of the Vesting period, including the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the RSUs. The performance criteria will be established by the Board in its sole discretion. The Board may, in its sole discretion, revise the performance criteria. Notwithstanding the foregoing, (i) RSUs that vest solely by the passage of time shall not vest in full in less than three (3) years from the grant date; (ii) RSUs for which vesting may be accelerated by achieving performance targets shall not vest in full in less than one (1) year from the grant date; (iii) RSUs granted to outside directors vest, (a) at the election of an outside director at the time the award is granted, within a minimum of one (1) year to a maximum of three (3) years following the grant date, as such outside director may elect, and (b) if no election is made, upon the earlier of a Change of Control (as such term is defined in the RSU Plan) or his or her resignation from the Board; and (iv) except for the cessation of a Service Provider’s position as a Service Provider as described in the RSU Plan, in no case shall a RSU vest within one (1) year from the Grant Date. Upon the expiration or termination of the Vesting period and the satisfaction of any other restrictions prescribed by the Board, the RSUs shall vest and shall be settled in either cash or Shares, as the Committee may so determine, unless otherwise provided in the Award Agreement. A cash payment shall be in the amount equal to the “Market Price” per share as defined in the policies of the applicable stock exchange as the trading day prior to the date of vesting, and certified funds shall be paid for the RSUs valued at the Market Price. A Share payment shall be for Shares issued by the Corporation from treasury and a share certificate for that number of Shares equal to the number of vested RSUs shall be free of all restrictions. The cash payment or Shares shall be delivered to the Grantee or the Grantee’s beneficiary or estate, as the case may be. If a grantee’s employment is terminated with cause, the Corporation may, within 30 days, annul an award if the grantee is an employee of the Corporation or an affiliate thereof. If a grantee’s employment is terminated with or without cause, unless the Board otherwise provides in an award agreement or in writing after the award agreement is issued, any RSUs that have not vested and will not vest within 30 days from the date of termination, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon the death of a Grantee, any RSUs granted to such Grantee which, prior to the Grantee’s death, have not vested, will immediately vest, subject to the pass of one (1) year from the Grant Date, and the Grantee’s estate shall be entitled to receive payment in accordance with the terms of the RSU Plan. The period in which the Grantee’s estate may make such a claim of entitlement must not exceed one (1) year from the date of the Grantee’s death.
Summary Compensation Table
Summary Compensation Table The following table provides information for the fiscal year ended December 31, 2025 (the “Last Financial Year”), and the fiscal periods ended December 31, 2024 and December 31, 2023, regarding compensation earned by the following NEOs:
Summary Compensation Table
| | | | | | Non-equity incentive plan compensation (US$) | | | | | | | Fiscal | | Share-based | Option-based | Annual | Long-term | Pension | All other | Total | | Name and principal position | Period Ended | Salary (US$) | awards (US$)(1) | awards (US$)(2) | incentive plans | incentive plans | value (US$) | compensation (US$) | compensation (US$) | | Michel Amar,(3) | 2025 | 970,576 | 5,422,756 | 4,756,895 | Nil | Nil | Nil | 875,000 | 12,025,227 | | Chief Executive Officer, | 2024 | 479,467 | 4,416,152 | Nil | Nil | Nil | Nil | Nil | 4,895,619 | | Director | 2023 | 490,884 | 1,397,568 | Nil | Nil | Nil | Nil | Nil | 1,888,452 | | Paul Ciullo, | 2025 | 145,000 | 172,289 | 154,370 | Nil | Nil | Nil | 50,000 | 521,659 | | Chief Financial Officer | 2024 | 136,081 | 153,290 | Nil | Nil | Nil | Nil | Nil | 289,371 | | | 2023 | 117,913 | 34,939 | Nil | Nil | Nil | Nil | Nil | 152,852 | | Alec Amar, (4) | 2025 | 563,397 | 4,651,153 | 1,936,145 | Nil | Nil | Nil | 275,000 | 7,425,695 | | President, Director | 2024 | 379,012 | 3,841,103 | Nil | Nil | Nil | Nil | Nil | 4,220,115 | | | 2023 | 349,766 | 1,397,568 | Nil | Nil | Nil | Nil | Nil | 1,747,334 |
Summary Compensation Table
| (1) The amounts in the “Share Based Awards” column reflect the aggregate grant date fair value of restricted stock units granted during the calendar year, generally measured as the grant date price of the Corporation’s SV Shares. The assumptions that we used to calculate these amounts are discussed in Note14 to the annual financial statements for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the restricted stock units or the sale of the SV Shares underlying such restricted stock units. | | (2) The amounts in the “Option Based Awards” column reflect the aggregate grant date fair value of stock options granted during the calendar year, determined using the Black-Scholes method. The assumptions that the Corporation used to calculate these amounts are discussed in Note 14 to the annual financial statements for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the stock options, the exercise of the stock options, or the sale of the SV Shares underlying such stock options. | | (3) During the fiscal years ended December 31, 2024 and 2025, Michel Amar received a portion of his salary in Bitcoin (“BTC”). The value is determined and recognized by the Corporation as the number of BTC received times the price of BTC per their principal exchange (Gemini) on the date the BTC was transferred to him. | | (4) During the fiscal years ended December 31, 2024 and 2025, Alec Amar received a portion of his salary in BTC. The value is determined and recognized by the Corporation as the number of BTC received times the price of BTC per their principal exchange (Gemini) on the date the BTC was transferred to him. |
Employment, Consulting, and Management Agreements
Employment, Consulting, and Management Agreements Alec Amar On January 21, 2022, the Corporation entered into an employment agreement with Alec Amar pursuant to which Mr. Amar provided services as President of the Corporation in consideration of an annual rate of $375,000. Mr. Amar was eligible to receive an annual discretionary incentive payment upon achievement of certain Corporation and individual performance goals. The initial three-year term of the agreement expired on January 21, 2025 but was automatically extended on a yearly basis upon the expiration of the initial term or any additional terms. Accordingly, the employment agreement remained in effect through August 2025, at which time the Corporation entered into a new employment agreement with Mr. A. Amar (the “A. Amar Employment Agreement”), pursuant to which Mr. Amar continues to serve as the President of the Corporation. Under the A. Amar Employment Agreement, Mr. Amar’s annual base salary was initially set at $450,000 and is subject to periodic review and adjustment by the Board (or a committee thereof). Mr. Amar is eligible to receive an annual discretionary incentive bonus based on Corporation and individual performance goals, with minimum bonus amounts of 50% or 100% of base salary conditioned on the Corporation achieving positive adjusted EBITDA and specified year-over-year increases in market capitalization. Mr. Amar is also eligible for one-time performance-based cash bonuses equal to 100% of base salary upon the Corporation’s achievement of each market capitalization milestone ranging from $200 million to $1 billion. The initial employment period commenced on the date of the agreement and continues for a term of five years; beginning at the conclusion of the initial term, the A. Amar Employment Agreement automatically renews for successive one-year periods, unless notice of intent not to renew is given by either the Corporation or Mr. Amar at least 30 days prior to the end of the then-current term. Under the A. Amar Employment Agreement, Mr. Amar is subject to a one-year post-termination employee non-solicitation covenant. The A. Amar Employment Agreement is subject to termination (i) upon the death or disability of Mr. Amar, (ii) voluntarily by Mr. Amar on 30 days’ written notice, (iii) for Cause (as defined in the A. Amar Employment Agreement) by the Corporation, (iv) for Good Reason (as defined in the A. Amar Employment Agreement) by Mr. Amar, or (v) without Cause by the Corporation. Michel Amar On January 21, 2022, the Corporation entered into an employment agreement with Michel Amar pursuant to which Mr. Amar provided services as Chief Executive Officer of the Corporation in consideration of an annual rate of $475,000. Mr. Amar was eligible to receive an annual discretionary incentive payment upon achievement of certain Corporation and individual performance goals. The initial three-year term of the agreement expired on January 21, 2025 but was automatically extended on a yearly basis upon the expiration of the initial term or any additional terms. Accordingly, the employment agreement remained in effect through August 2025, at which time, the Corporation entered into a new employment agreement with Mr. Amar (the “M. Amar Employment Agreement” and, together with the A. Amar Employment Agreement, the “Employment Agreements”), pursuant to which Mr. Amar continues to serve as the Chief Executive Officer of the Corporation. Under the M. Amar Employment Agreement, Mr. Amar’s annual base salary was initially set at $550,000 and is subject to periodic review and adjustment by the Board (or a committee thereof). Mr. Amar is also eligible to receive an annual discretionary incentive bonus based on Corporation and individual performance goals, with minimum bonus amounts of 50% or 100% of base salary conditioned on the Corporation achieving positive adjusted EBITDA and specified year-over-year increases in market capitalization. Mr. Amar is also eligible for one-time performance-based cash bonuses equal to 100% of base salary upon the Corporation’s achievement of each market capitalization milestone ranging from $200 million to $1 billion. The initial employment period commenced on the date of the agreement and continues for a term of five years; beginning at the conclusion of the initial term, the M. Amar Employment Agreement automatically renews for successive one-year periods, unless notice of intent not to renew is given by either the Corporation or Mr. Amar at least 30 days prior to the end of the then-current term. Under the M. Amar Employment Agreement, Mr. Amar is subject to a one year post-termination employee non-solicitation covenant. The M. Amar Employment Agreement is subject to termination (i) upon the death or disability of Mr. Amar, (ii) voluntarily by Mr. Amar on 30 days’ written notice, (iii) for Cause (as defined in the M. Amar Employment Agreement) by the Corporation, (iv) for Good Reason (as defined in the M. Amar Employment Agreement) by Mr. Amar, or (v) without Cause by the Corporation.
Incentive Plan Awards
Incentive Plan Awards The following table provides information regarding the incentive plan awards for each NEO outstanding as of December 31, 2025:
Incentive Plan Awards
| | Option-based Awards | | | | Share-based Awards | | | | Name | Number of SV Shares underlying unexercised options (#) | Option exercise price ($)(1) | Option expiration date | Value of unexercised in-the-money options ($)(2) | Number of shares or units of shares that have not vested (#) | Market or payout value of share awards that have not vested ($) | Market or payout value of vested share awards not paid out or distributed ($) | | Michel Amar | 515,000 | 2.09 | 6/25/2030 | 236,900 | 950,000 | 2,422,500 | Nil | | | 900,000 | 4.90 | 11/19/2030 | Nil | | | | | Paul Ciullo | 15,000 | 4.90 | 11/19/2030 | Nil | 36,667 | 93,501 | Nil | | Alec Amar | 365,000 | 2.09 | 6/25/2030 | 167,900 | 783,334 | 1,997,502 | Nil | | | 300,000 | 4.90 | 11/19/2030 | Nil | | | |
Incentive Plan Awards
Notes:
Incentive Plan Awards
| (1) The exercise price shown is the weighted average option exercise price. |
Incentive Plan Awards
| (2) Calculated based on the difference in value between the exercise price of the options and the closing price of the SV Shares on the Nasdaq on December 31, 2025, the last business day of the Last Financial Year, of $2.55. |
Incentive Plan Awards
The following table sets forth, for each of the NEOs, the value of all incentive plan awards that vested during the year ended December 31, 2025:
Incentive Plan Awards
| Name | Option-based awards – Value vested during the year (US$)(1) | Share-based awards – Value vested (US$) | Non-equity incentive plan compensation – Value earned during the year (US$)(2) | | Michel Amar | Nil | $343,116 | Nil | | Paul Ciullo | Nil | $8,578 | Nil | | Alec Amar | Nil | $343,116 | Nil |
Incentive Plan Awards
Notes:
Incentive Plan Awards
| (1) Based on the number of options that vested during the Last Financial Year and calculated based on the difference between the market price of the SV Shares on Nasdaq and the exercise price of the options on the vesting date. Any unexercised options may never be exercised and an actual gain, if any, on exercise will depend on the value of the SV Shares on the date of exercise. |
Incentive Plan Awards
| (2) Reflects bonuses paid to the NEOs during the Last Financial Year. |
Pension Plan Benefits, Termination and Change of Control Benefits
Pension Plan Benefits, Termination and Change of Control Benefits The Corporation has no pension or retirement plan. The Corporation has not provided compensation, monetary or otherwise, to any NEO in connection with or related to the retirement, termination or resignation of such person, and the Corporation has provided no compensation to such persons as a result of a change of control of the Corporation, its subsidiaries or affiliates. Other than as may be provided pursuant to particular employment agreements and except as described below, the Corporation is not party to any compensation plan or arrangement with an NEO or subject to a contractual obligation resulting from the resignation, retirement or the termination of employment of any NEO. Under the Employment Agreements, in the event the applicable executive’s employment with the Corporation is terminated without Cause, for Good Reason (as defined in the Employment Agreements), or due to non-extension of the applicable employment agreement (at the election of the Corporation), Michel Amar or Alec Amar, as applicable, is entitled to, among other things, 24 months of continued base salary payments and subsidized COBRA continuation coverage during the severance period, in addition to accrued amounts and any earned prior-year and pro-rata bonuses.. If an NEO’s employment or service is terminated due to death or disability, any vested Options held by the NEO will be exercisable at any time until the earlier of (i) 365 days after the date of death or disability and (ii) the Expiry Date (as defined in the Stock Option Plan), and any unvested Options will be cancelled. If an NEO’s employment or service is terminated for Cause, all Options (whether vested or unvested) held by the NEO will be cancelled. If an NEO’s employment or service is terminated (i) due to early retirement (i.e., retirement earlier than the normal retirement date under the Corporation’s retirement policy) at the Corporation’s request, (ii) due to voluntary resignation or (iii) by the Corporation without cause, any Option then held by the NEO will be exercisable at any time until the earlier of (a) the Expiry Date and (b) 90 days after the date of the termination (unless determined otherwise by the Board). In respect of incentive stock options, if an NEO’s employment or service is terminated due to death or disability (as defined in Section 422 of the U.S. Code), any incentive stock options held by the NEO will expire on the earlier of (i) 365 days after the date of death or disability and (ii) the Expiry Date; if an NEO’s employment or service is terminated due to any reason other than death, disability, or for cause, any incentive stock options held by the NEO will expire on the earlier of (i) 90 days after the date of termination and (ii) the Expiry Date. If a Change of Control (as defined in the Stock Option Plan) occurs, all shares subject to each outstanding option will immediately vest and become exercisable. Unless provided otherwise in an award agreement or in writing after the award agreement is issued, upon the termination of Michel Amar’s or Alec Amar’s employment or service for a reason other than death or a Change of Control (as defined in the RSU Plan), any RSUs that have not vested and will not vest within 30 days from the date of termination will be forfeited by him. If such executive’s employment or service is terminated for Cause, then the Corporation may also annul the award within 30 days of such termination. Upon Michel Amar’s or Alec Amar’s death, any unvested RSUs will immediately vest, so long as one year has passed between the date of grant of such RSUs and the date of death. If Michel Amar’s or Alec Amar’s employment is terminated within 12 months following a transaction constituting a Change of Control, then any RSUs such executive holds that are unvested will fully accelerate and be settled in accordance with the RSU Plan and/or the applicable award agreement governing the award
Securities Authorized for Issuance Under Equity Compensation Plans
Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information in respect of the Corporation’s equity compensation plans under which equity securities of the Corporation are authorized for issuance, aggregated in accordance with all equity plans previously approved by the Shareholders and all equity plans not approved by Shareholders as at December 31, 2025:
Securities Authorized for Issuance Under Equity Compensation Plans
| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (CAD$) | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (#) | | Equity compensation plans approved by securityholders(1) | 5,227,736 | 3.74 | 7,920,339(1) | | Equity compensation plans not approved by securityholders | Nil | Nil | Nil | | Total | 5,227,736 | 3.74 | 7,920,339(1) |
Securities Authorized for Issuance Under Equity Compensation Plans
Notes:
Securities Authorized for Issuance Under Equity Compensation Plans
| (1) As at December 31, 2025, the Company’s equity compensation plans were the Stock Option Plan, which is a 10% rolling stock option plan and the RSU Plan. The number of SV Shares that may be reserved for issuance pursuant to the Stock Option Plan at any given time is 10% of the outstanding Shares as at the date of grant of an Option under the Stock Option Plan. As at December 31, 2025, the total number of Options available for issuance under the Stock Option Plan was 3,998,985. A fixed maximum of 6,205,297 SV Shares are issuable under the RSU Plan. |
Director Compensation
Director Compensation The Board determines the level of compensation for directors, based on recommendations from the Compensation Committee. The Compensation Committee and the Board regularly reviews the competitiveness of non-executive director compensation levels against the competitive marketplace, taking into account time commitment, risks and responsibilities to ensure that the amount of compensation adequately reflects the responsibilities and risks of being a director and makes adjustments as deemed necessary. The Corporation’s objective regarding director compensation is to follow best practices with respect to retainers, the format and weighting of the cash and incentive components of compensation, and the implementation of share ownership guidelines. The Corporation believes that these approaches have helped to attract, and will help to attract and retain, strong members for the Board who will be able to fulfill their fiduciary responsibilities without competing interests. As at the date hereof, the Corporation does not pay its directors any fees or compensation other than expenses incurred. The Corporation has a small number of employees and relies extensively on the input and expertise of its non-employee directors. In its efforts to attract and retain experienced directors, the Corporation may choose to compensate directors partly with Options and/or RSUs, thereby conserving its cash resources and, equally importantly, aligning the directors’ incentives with the interests of the Shareholders by providing them with the opportunity to participate in the upside that results from their contributions. While other larger and/or established operating companies may place limits on non-executive director compensation to a maximum amount per director per year in order to satisfy external policies and proxy voting guidelines, the Corporation believes that some methodologies used to quantify the value of Options at the time of the grant (using an option pricing model that values Options based on a theoretical value at the time of grant) are not suited to calculating such a limit in the case of the Corporation. Because such methodologies typically incorporate stock volatility into the calculation of Option value, the volatility of the Corporation’s stock (compared with more established operating companies) can significantly inflate Option value. The result is that an Option grant in a given year could be valued well in excess of the proposed limits discussed above, even if the Option is out-of-the money on the date of grant. While the Corporation does not object to the principle of limiting non-employee director compensation, the Corporation believes that it is not currently at the right stage of its development to impose such limitations based on external, generalized criteria. Accordingly, the Corporation intends to continue to evaluate grants of Options and/or RSUs to non-employee directors on a case-by-case basis, making grants based on the contributions of such non-employee directors to the Corporation and having regard to the levels of compensation offered by companies in analogous stages of development.
Director Compensation Table
Director Compensation Table The following table provides information regarding compensation paid to the Corporation’s directors, other than Michel Amar and Alec Amar, during the financial year ended December 31, 2025. Information regarding the compensation of Michel Amar and Alec Amar can be found in the table under the heading “Summary Compensation Table” hereinabove.
Director Compensation Table
| Name(1) | Fees earned (US$) | Share-based awards (US$)(2) | Option-based awards (US$) | Non-equity incentive plan compensation (US$) | Pension value (US$) | All other compensation (US$) | Total (US$) | | Gerard Rotonda | 15,000 | 81,958 | 118,110 | 15,000 | Nil | Nil | 215,068 | | Adam Rossman | 9,529 | 130,347 | 118,110 | 15,000 | Nil | Nil | 272,986 | | Zhichao Li i(3) | Nil | Nil | Nil | Nil | Nil | Nil | Nil | | Dennis Elsenbeck(4) | 60,000 | Nil | 118,110 | Nil | Nil | Nil | 178,100 | | Ajay Gupta | Nil | Nil | 488,520 | Nil | Nil | Nil | 488,520 |
Director Compensation Table
Notes:
Director Compensation Table
| (1) Information regarding the compensation of Michel Amar and Alec Amar, directors of the Company, is disclosed under the heading “Summary Compensation Table” hereinabove. |
Director Compensation Table
| (2) Amounts reflect the fair value of SV Shares issued and/or RSUs recognized in the applicable year. |
Director Compensation Table
| (3) Ms. Li resigned from the Board of Directors on February 10, 2025. The Board of Directors appointed Mr. Elsenbeck as a director, effective February 27, 2025, to fill the vacancy left by Ms. Li’s resignation |
Director Compensation Table
| (4) Mr. Elsenbeck did not stand for re-election at the Corporation’s annual meeting and ceased to be a member of the Board effective as of December 11, 2025. |
Director Compensation Table
| | Option-based Awards | | | | Share-based Awards | | | | Name | Number of SV Shares underlying unexercised options (#) | Option exercise price ($)(1) | Option expiration date | Value of unexercised in-the-money options ($)(2) | Number of shares or units of shares that have not vested (#) | Market or payout value of share awards that have not vested ($) | Market or payout value of vested share awards not paid out or distributed ($) | | Gerard Rotonda | 8,333 8,333 15,000 | $7.47 $7.47 $4.90 | 03/25/2026 05/17/2026 11/19/2030 | Nil | 26,667 | $68,001 | Nil | | Adam Rossman | 25,000 16,333 8,333 8,333 5,000 15,000 | $3.75 $7.47 $7.47 $4.20 $2.09 $4.90 | 01/05/2026 03/25/2026 05/17/2027 06/22/2026 06/06/2030 11/19/2030 | $2,300 | 16,667 | $42,501 | Nil | | Zhichao Li | Nil | Nil | Nil | Nil | Nil | Nil | Nil | | Dennis Elsenbeck | 30,000 15,000 | $2.09 $4.90 | 06/06/2030 11/19/2030 | $13,800 | 16,667 | $42,501 | Nil | | Ajay Gupta | 115,000 | $4.90 | Nil | Nil | 50,000 | $127,500 | Nil |
Director Compensation Table
| (1) Information regarding the compensation of Michel Amar and Alec Amar, directors of the Company, is disclosed under the heading “Incentive Plan Awards” hereinabove. | | (2) The exercise price shown is the weighted average option exercise price. | | (3) Calculated based on the difference in value between the exercise price of the options and the closing price of the SV Shares on the Nasdaq on December 31, 2025, the last business day of the Last Financial Year, of $2.55. |
Director Option Based and Share Based Awards
| Name(1) | Option-based awards – Value vested during the year (US$)(2) | Share-based awards – Value vested (US$) | Non-equity incentive plan compensation – Value earned during the year (US$)(3) | | Gerard Rotonda | Nil | 48,932 | 15,000 | | Adam Rossman | Nil | 29,532 | 15,000 | | Zhichao Li | Nil | 35,468 | Nil | | Dennis Elsenbeck | Nil | 12,932 | Nil | | Ajay Gupta | Nil | Nil | Nil |
Director Option Based and Share Based Awards
| (1) Information regarding the compensation of Michel Amar and Alec Amar, directors of the Company, is disclosed under the heading “Incentive Plan Awards” hereinabove. | | (2) Based on the number of options that vested during the Last Financial Year and calculated based on the difference between the market price of the SV Shares on the TSXV or Cboe Canada, as applicable, and the exercise price of the options on the vesting date. Any unexercised options may never be exercised and an actual gain, if any, on exercise will depend on the value of the SV Shares on the date of exercise. | | (3) Reflects bonuses paid to the directors during the Last Financial Year. |
Termination and Change of Control Benefits
Termination and Change of Control Benefits The Company is party to executive employment agreements with each of its President, CEO, COO and CFO. See “STATEMENT OF EXECUTIVE COMPENSATION – Employment, Consulting, and Management Agreements” and “STATEMENT OF EXECUTIVE COMPENSATION – Pension Plan Benefits, Termination and Change of Control Benefits” which sets out the material terms of the contracts therewith.
Summary of the Amended RSU Plan and the Amended Stock Option Plan
Summary of the Amended RSU Plan and the Amended Stock Option Plan The following summaries describe the material terms of the RSU Plan and the Stock Option Plan, each as it will read if the RSU Plan Amendments (Proposal 5) and the Option Plan Amendments (Proposal 6), respectively, are approved by Shareholders at the Annual Meeting. If a proposal is not approved, the applicable plan will continue in effect in accordance with its existing terms. Each summary is qualified in its entirety by reference to the full text of the RSU Plan, as amended, attached as Appendix B, and the Stock Option Plan, as amended, attached as Appendix C. Capitalized terms used but not defined in this Appendix E have the meanings given to them in the applicable plan.
Restricted Share Unit Plan
Restricted Share Unit Plan The RSU Plan is available to directors, employees and consultants of the Corporation and its subsidiaries, collectively referred to in the RSU Plan as Service Providers, as determined by the Board (the “Eligible Grantees”). The RSU Plan is intended to complement the Stock Option Plan by allowing the Corporation to offer a broader range of incentives to Eligible Grantees to promote long-term retention and greater alignment with the competitive market. The material terms of the RSU Plan, as amended, are as follows:
Restricted Share Unit Plan
| ● | The maximum number of SV Shares available for issuance under the RSU Plan (including SV Shares issuable in settlement of RSUs outstanding on the effective date of the amended and restated RSU Plan) is 10,139,668 SV Shares, representing approximately 10% of the issued and outstanding SV Shares as of October 27, 2026 (as increased from time to time and subject to adjustment for share splits, share dividends and other changes in capitalization of the Corporation, the “RSU Share Limit”). Subject to approval by the Board in connection with the applicable January 1, the RSU Share Limit will increase on January 1 of each year during the term of the RSU Plan, beginning on January 1, 2028, by 10% of the RSU Share Limit in effect immediately prior to such increase, or such lesser number of SV Shares as the Board may approve. The RSU Share Limit may also be increased by the number of SV Shares subject to awards assumed or substituted in connection with a merger, reorganization or similar transaction. |
Restricted Share Unit Plan
| ● | The Board may, in its sole discretion, grant awards of RSUs to Eligible Grantees. Each RSU represents the right to receive one SV Share (or the cash equivalent thereof). The Board may establish a vesting period applicable to each award and may prescribe additional restrictions, including the satisfaction of corporate or individual performance objectives. Notwithstanding the foregoing, (i) RSUs shall vest in full no later than three (3) years from the grant date; (ii) RSUs for which vesting may be accelerated by achieving performance targets shall vest in full no later than three (3) years from the grant date; (iii) at the election of an outside director at the time of grant, RSUs granted to such outside director may vest in full no later than three (3) years from the grant date and, if no election is made, will vest upon the earlier of a Change of Control or the director’s resignation from the Board; and (iv) except upon the cessation of a Service Provider’s position as described in the RSU Plan, in no case shall an RSU vest within one (1) year from the grant date. |
Restricted Share Unit Plan
| ● | Upon vesting, RSUs will be settled in cash or SV Shares, as the Committee may determine, unless otherwise provided in the Award Agreement. A cash payment will equal the market price per SV Share on the trading day prior to the date of vesting, and a share payment will be made in SV Shares issued from treasury. |
Restricted Share Unit Plan
| ● | Grantees of RSUs have no rights as Shareholders. The Board may provide in an Award Agreement that the Grantee will be entitled to a cash payment equal to any per-share cash dividend paid on the SV Shares, which may be deemed reinvested in additional RSUs at the Fair Market Value of the SV Shares on the dividend payment date. Any additional RSUs count against the RSU Share Limit, and if insufficient SV Shares are available, the Corporation will satisfy the obligation in cash. |
Restricted Share Unit Plan
| ● | Awards and rights under awards are not assignable or transferable. SV Shares subject to awards that are forfeited, terminate or are settled in cash without the delivery of SV Shares will again be available for grant under the RSU Plan. No award may be granted to an entity or to any person in consideration for investor relations activities, capital raising or market making services. All awards, and all SV Shares or cash issued or paid in settlement thereof, are subject to the Corporation’s clawback policy. The RSU Plan will terminate automatically on January 18, 2034 and may be terminated earlier by the Board. |
Restricted Share Unit Plan
| ● | Schedule A to the RSU Plan sets out special provisions applicable to Eligible Grantees who are U.S. taxpayers, including provisions (i) limiting awards to be settled in SV Shares registered on Form S-8 to eligible Service Providers, (ii) requiring settlement of vested RSUs within the short-term deferral period so that RSUs are intended to be exempt from Section 409A of the IRC, (iii) providing that unvested RSUs held by U.S. taxpayers vest upon a termination without Cause or for Good Reason within twelve (12) months following a Change of Control, and (iv) governing tax withholding, dividend equivalents, Outside Director deferral elections and adjustments in compliance with Section 409A of the IRC. |
Restricted Share Unit Plan
| ● | The Board may suspend or terminate the RSU Plan at any time, or amend or revise the terms of the RSU Plan or any award, provided that no such action may adversely alter or impair the rights of any Grantee without the Grantee’s consent (except as permitted by the RSU Plan), and any such action must comply with applicable law and be subject to Shareholder and stock exchange approval where required. The Board may, without Shareholder approval, make amendments to the vesting or assignability provisions of awards, the effect of termination of a Grantee’s employment or engagement, the acceleration of vesting, amendments necessary to comply with applicable law or stock exchange requirements, amendments of a “housekeeping” nature, amendments regarding the administration of the RSU Plan and any other amendment not requiring Shareholder approval. Shareholder approval is required for (a) any increase to the RSU Share Limit, other than an adjustment for changes in capitalization, an annual increase approved by the Board pursuant to the RSU Plan’s evergreen provision or an increase in connection with assumed or substituted awards; (b) any amendment that extends the restriction period of any RSU beyond its original expiry date or restriction period; (c) any amendment that increases the maximum number of SV Shares that may be issuable to Grantees at any time, or issued to Grantees under the RSU Plan and any other share compensation arrangement in a one-year period; (d) any amendment to the amendment provisions of the RSU Plan; and (e) any other amendment that requires Shareholder approval under applicable law or stock exchange rules, including any material amendment within the meaning of the Nasdaq listing rules. |
Restricted Share Unit Plan
The purpose of the Stock Option Plan is to allow the Corporation to grant options to directors, officers, employees and consultants as additional compensation and as an opportunity to participate in the success of the Corporation, aligning their interests with those of the Shareholders. The material terms of the Stock Option Plan, as amended, are as follows:
Restricted Share Unit Plan
| ● | The maximum number of SV Shares reserved for issuance under the Stock Option Plan (including SV Shares issuable upon the exercise of Options outstanding on the effective date of the amended and restated Stock Option Plan) is 10,139,668 SV Shares, representing approximately 10% of the issued and outstanding SV Shares as of October 27, 2026 (as increased from time to time and subject to adjustment for share splits, share dividends and other changes in capitalization of the Corporation, the “Aggregate Plan Limit”). Subject to approval by the Board, the Aggregate Plan Limit will increase on January 1 of each year during the term of the Stock Option Plan, beginning on January 1, 2028, by 10% of the Aggregate Plan Limit in effect immediately prior to such increase, or such lesser number of SV Shares as the Board may approve. The Stock Option Plan will terminate automatically on January 18, 2034, unless earlier terminated by the Board, and Options outstanding on that date will continue in accordance with their terms. The maximum number of SV Shares that may be issued pursuant to incentive stock options is 10,139,668 SV Shares. |
Restricted Share Unit Plan
| ● | The exercise price of options is determined by the Board or a committee appointed to administer the Stock Option Plan, and shall not be less than the Market Value of the SV Shares as of the Grant Date. The term of an option shall not exceed 10 years from the date of grant. Options vest and may be exercised during their term as determined by the Board, subject to extension where the expiry date falls within a Blackout Period. |
Restricted Share Unit Plan
| ● | If a change of control (as defined in the Stock Option Plan) occurs, or if the Corporation is subject to a take-over bid, all SV Shares subject to options immediately vest and may be exercised in whole or in part, and the Board may accelerate the expiry date of outstanding options in connection with a take-over bid. The Stock Option Plan also contains customary adjustment provisions for share reorganizations, special distributions and other corporate reorganizations. |
Restricted Share Unit Plan
| ● | The Board may amend, suspend or terminate the Stock Option Plan or any Option, subject to applicable law and any required Shareholder or stock exchange approval, provided that no such action may materially and adversely affect any previously granted Option without the optionee’s consent. Shareholder approval is required for (a) any increase to the Aggregate Plan Limit, other than an adjustment for changes in capitalization or an annual increase approved by the Board pursuant to the Stock Option Plan; (b) any reduction in the exercise price of an outstanding Option, or the cancellation of an outstanding Option in exchange for cash, other awards or a new Option with a lower exercise price, other than an adjustment for changes in capitalization; (c) any extension of the term of an Option beyond its original expiry date, other than an extension due to a Blackout Period; (d) any amendment to the amendment provisions of the Stock Option Plan; and (e) any other amendment that requires Shareholder approval under applicable law or stock exchange rules, including any material amendment within the meaning of the Nasdaq listing rules. |