Giga Metals Corp. V.GIGA

Alternate Symbol(s): V.GIGA.WT.A | GIGGF

Metals & Mining Industrial Metals & Minerals

Giga Metals Corporation is a Canada-based company, which is engaged in the acquisition and exploration of mineral properties in Canada. The Company’s core asset is the Turnagain Project, located in northern British Columbia, which contains one of the few undeveloped sulfides nickel and cobalt resources. The Turnagain property lies immediately north of the Turnagain River near its confluence with Hard Creek, 65 kilometers east of the community of Dease Lake. The Turnagain Nickel property consists of approximately 71 claims that covers approximately 38,681 hectares. The Turnagain Nickel property covers the known extent of a zoned, Alaskan-type ultramafic intrusive complex in fault contact with Paleozoic to Early Mesozoic graphitic sedimentary rocks along its northern and eastern margins.

TSXV:GIGA - Post by User

Giga Metals Corp.

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Post by NYETraderon Sep 21, 2020 9:55am

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Post# 31590527

Directors, Senior Management and Employees Compensation

Item 6 Directors, Senior Management and Employees

A. Directors and Senior Management

The following table sets forth the names, business experience and function/areas of expertise of each of our directors and officers:

Name Office Held Age	Area of Experience and Functions in Our Company
Mark Jarvis Director and Chief Executive Officer Age: 65	Mr. Jarvis has been a director of our company and our Chief Executive Officer since January of 2004. As Chief Executive Officer, Mr. Jarvis is responsible for the development of our strategic direction and the management and supervision of our overall business. As director, Mr. Jarvis is responsible for the corporate governance of our company.

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Martin Vydra Director and President Age: 55	Mr. Vydra was appointed as our President in December 2019 and as a director of our company in November 2018. As a director of the company, Mr. Vydra is responsible for the corporate governance of our company.
Lyle Davis Director Age: 63	Mr. Davis was a director of our company in November of 2003 for a short period of time. He was later elected again as a director of our company in June of 2004. In July 2008, Mr. Davis became Chairman of the Board, responsible for the management and supervision of our board of directors. As director, Mr. Davis is responsible for the corporate governance of our company.
Robert Morris Director Age: 57	Mr. Morris was appointed as a director of our company in January 2019. As a director of the company, Mr. Morris is responsible for the corporate governance of our company.
Anthony Milewski Director Age: 39	Mr. Milewski was appointed as a director of the company on April 29, 2019. As a director of the Company, Mr. Milewski is responsible for the corporate governance of the company.
Matthew Anderson Chief Financial Officer Age: 37	Mr. Anderson has served as our Controller and Chief Financial Officer since April of 2018. As Controller and Chief Financial Officer, Mr. Anderson is responsible for the financial and corporate management and supervision of the affairs and the business of our company.
Leslie Young Corporate Secretary Age: 61	Ms. Young was appointed as our corporate secretary in June of 2004. As Corporate Secretary, Ms. Young is responsible for the internal accounting and record keeping, general administration, and making all necessary filings and financial reporting for our company.

Mark Jarvis - Director and Chief Executive Officer

Mr. Jarvis has considerable experience in the financing and operations of public companies, primarily in exploration and production of mining and oil and gas projects. After a career in financing exploration projects as a stockbroker, Mr. Jarvis moved to the corporate side of the business by joining the Board of Ultra Petroleum, at the time a small oil and gas exploration and development company, in 1996. As Director responsible for Corporate Finance, he raised the equity capital necessary for proof of concept and to establish enough production to leverage further growth through debt financing. Ultra's Pinedale Anticline project ultimately grew to three (3) trillion cu. ft. of proved gas reserves. Mr. Jarvis has held the position of CEO and President of Giga Metals Corporation (formerly Hard Creek Nickel Corporation) since January 7th 2004. During his tenure the Company has drilled a very large nickel/cobalt deposit, worked out a reliable metallurgical circuit and published a 43-101 compliant Preliminary Economic Assessment.

Martin Vydra - President and Director

Mr. Vydra was appointed President of our company in December 2019 and a director of our company in November 2018. Mr. Vydra is an independent director of the Company and after a 31 year career with Sherritt International Corporation, a leader in the mining, processing and refining of lateritic nickel and cobalt with operations in Canada, Cuba and Madagascar, he took on the role of Head of Strategy at Conic Metals Corp. (formerly Cobalt 27 Capital Corp.). Mr. Vydra is widely recognized as an expert in nickel and cobalt extraction, processing and refining including the development and application of advanced technologies to maximize the recovery of valuable metals such as nickel and cobalt from a variety of feeds. Most recently, Mr. Vydra served as Sherritt's Senior Vice President, Commercial and Technologies, where he had oversight for the sales and marketing of nickel and cobalt, and marketing and commercialization of Sherritt's proprietary technologies.

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Lyle Davis - Director

Mr. Davis was a director of our company in November of 2003 for a short period of time. He was elected as a director of our company in June of 2004. Mr. Davis has an M.B.A. from the University of British Columbia with a major in finance, a Bachelor of Applied Science in Civil Engineering from Queen's University, and is a member of the Association of Professional Engineers and Geoscientists of Alberta. Mr. Davis is the President and CEO of Condor Resources Inc. (since 2013) and is a director of Earl Resources Limited. From 1999 until 2008, Mr. Davis was the President of Ellardee Group Capital Inc. a firm providing business consulting services, primarily for public companies. He previously worked in the corporate finance practices of Ernst & Young, an accountancy firm, and in a similar capacity at C.M. Oliver, a brokerage firm. Before that, Mr. Davis was with the Vancouver Stock Exchange where he was responsible for trading operations during the transition from floor based to screen based trading, prior to which he was a senior member of the VSE's corporate finance division.

Robert Morris - Director

Mr. Morris was appointed director of our company in January 2019. Mr. Morris is a former senior executive with Vale S.A., the largest nickel producer in the world, and most recently as Executive Vice President with global accountability for sales and marketing of Vale's base metals portfolio, including Nickel, Copper, Cobalt and Precious Metals. He was an officer of Vale and member of the senior management committee. Mr. Morris previously served as President and Representative Director of Vale Japan Limited, where he managed assets with an annual turnover of U.S. $850 million. Prior to joining Vale, he was Managing Director, Greater China for Umicore Marketing Services, accountable for the company's regional business development, trading, distribution and agency activities. He also worked directly with Umicore Business Units on M&A activities in the region.

Anthony Milewski - Director

Mr. Milewski was appointed director of the company on April 29, 2019. Mr. Milewski is the founder, Chairman and CEO of Conic Metals Corp. (formerly Cobalt 27 Capital Corp.). He has served as a member of the LME Cobalt Committee and has deep experience in the mining industry as a director, advisor, founder and investor. Mr. Milewski previously worked at Renaissance Capital and Skadden, Arps, Slate, Meagher & Flom LLP in Moscow where he focused on advisory and transactional work in metals & mining and oil & gas sectors. Mr. Milewski holds a B.A. in Russian history from Brigham Young University, an M.A. in Russian and Central Asian Studies from the University of Washington, and a J.D. from the University of Washington. He holds an LLM from the Russian Academy of Sciences.

Matthew Anderson - Chief Financial Officer

Mr. Anderson has served as our Controller and Chief Financial Officer since April 2018. Mr. Anderson completed his bachelors of commerce degree at McGill University in Montreal. He earned his CPA, CA accreditation in 2008 after which he began providing accounting and CFO services to junior public companies primarily involved in the natural resource sector. He has extensive experience in financial and accounting related functions based on his experience working with a number of junior public companies. His business experience includes mining, oil and gas and technology. He is a member in good standing of the Chartered Professional Accountants of British Columbia.

Leslie Young - Corporate Secretary

Ms. Young was appointed as our corporate secretary in June of 2004. Ms. Young has previous experience working in brokerage firms, beginning with C.M. Oliver and most recently with Raymond James from 1999 to 2004. She has had experience in operations and executive administration.

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There are no family relationships between any of our executive officers or directors of our company. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or executive officer.

B. Compensation

The following table sets out the compensation provided to our directors and senior management for performance of their duties during the fiscal year ended December 31, 2019:

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive compensation plan compensation ($)		Pension value ($)	All other Compen- sation ($)	Total Compen- sation ($)
Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Annual incentive plans	Long- term incentive plans	Pension value ($)	All other Compen- sation ($)	Total Compen- sation ($)
Mark Jarvis Director and Chief Executive Officer	2019	96,000	Nil	Nil	Nil	Nil	Nil	Nil	96,000
Martin Vydra President and Director	2019	6,500	Nil	197,555	Nil	Nil	Nil	5,500	209,555
Lyle Davis Director	2019	Nil	Nil	Nil	Nil	Nil	Nil	6,000	6,000
Robert Morris Director	2019	Nil	Nil	68,857	Nil	Nil	Nil	5,622	74,479
Anthony Milewski Director	2019	Nil	Nil	88,921	Nil	Nil	Nil	52,427	141,348
Matthew Anderson Chief Financial Officer	2019	Nil	Nil	Nil	Nil	Nil	Nil	31,132	31,132
Leslie Young Corporate Secretary	2019	58,000	Nil	Nil	Nil	Nil	Nil	Nil	58,000
Dr. Jon Hykawy Former Director	2019	Nil	Nil	Nil	Nil	Nil	Nil	378	378
Philip Robinson Former Director	2019	Nil	Nil	Nil	Nil	Nil	Nil	1,500	1,500

Our company does not have any pension or retirement plans, nor does our company compensate its directors and officers by way of any material bonus or profit sharing plans. Directors, officers, employees and other key personnel of our company may be compensated by way of stock options at the discretion of the board of directors.

C. Board Practices

The election and retirement of directors are provided for in our Articles. An election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. A director shall retain office only until the election of his successor. The number of directors to be elected at such meeting shall be the number of directors then in office unless the directors or the shareholders otherwise determine. The election shall be by ordinary resolution of shareholders. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

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Our Articles also permit the directors to appoint additional directors to the board between annual general meetings so long as the number appointed does not exceed more than one-third of the number of directors elected at the last annual general meeting. Individuals appointed as directors to fill casual vacancies created on the board or added as additional directors hold office like any other director until the next annual general meeting at which time they may be re-elected or replaced.

None of our directors have service contracts with our company or any of its subsidiaries providing for benefits upon termination of employment.

The members of our company's audit committee include Mark Jarvis, Lyle Davis and Robert Morris.

The audit committee reviews and approves the scope of the audit procedures employed by our independent auditors, reviews the results of the auditor's examination, the scope of audits, the auditor's opinion on the adequacy of internal controls and quality of financial reporting, if applicable, and our accounting and reporting principles, policies and practices, as well as our accounting, financial and operating controls. The audit committee also reports to the board of directors with respect to such matters and recommends the selection of independent auditors. Before financial statements that are to be submitted to the shareholders at an annual general meeting are considered by the board of directors, such financial statements are submitted to the audit committee for review with the independent auditors, following which the report of the audit committee on the financial statements is submitted to the board of directors.

Members of the Compensation Committee consist of Lyle Davis, Robert Morris and Anthony Milewski. The Compensation Committee reviews and approves the compensation paid to the Chief Executive Officer.

D. Employees

As of December 31, 2019, we had two full time employee and five part-time employees, including two of our officers. We do not have any relationship with any labor unions.

E. Share Ownership

There were 55,494,015 Common Shares issued and outstanding as of April 27, 2020. Of the shares issued and outstanding, warrants held and stock options granted, our directors and officers owned the following Common Shares as of April 27, 2020:

Name	Number of Common Shares Beneficially Owned as of April 27, 2020	Percentage⁽¹⁾
Mark Jarvis	5,145,415⁽²⁾	7.1%
Lyle Davis	345,000 ⁽³⁾	0.5%
Matthew Anderson	100,000 ⁽⁴⁾	0.1%
Leslie Young	131,380 ⁽⁵⁾	0.2%
Martin Vydra	1,290,000 ⁽⁶⁾	1.5%
Robert Morris	335,000 ⁽⁷⁾	0.5%
Anthony Milewski	3,950,000 ⁽⁸⁾	5.4%

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(1)	Based on 55,494,015 Common Shares issued and outstanding as at April 27, 2020, and the number of shares issuable upon the exercise of issued and outstanding stock options and warrants which are exercisable within 60 days of April 27, 2020.
(2)	Includes stock options to purchase up to 350,000 of our Common Shares at an exercise price of $0.10 - $0.55 per share expiring up to November 21, 2023
(3)	Includes stock options to purchase up to 300,000 of our Common Shares at an exercise price of $0.10 - $0.55 per share expiring up to November 21,2023
(4)	Includes stock options to purchase up to 100,000 of our Common Shares at an exercise price of $0.55 - $0.60 per share expiring up to April 20, 2023
(5)	Includes stock options to purchase up to 125,000 of our Common Shares at an exercise price of $0.10 - $0.55 per share expiring up to February 5, 2023.
(6)	Includes stock options to purchase up to 900,000 of our Common Shares at an exercise price of $0.35 - $0.45 per share expiring up to November 15, 2024
(7)	Includes stock option to purchase up to 300,000 of our Common Shares at an exercise price of $0.35 per share expiring up to January 23, 2024.
(8)	Includes stock option to purchase up to 500,000 of our Common Shares at an exercise price of $0.20 per share expiring on April 30, 2024 and 1,500,000 warrants at an exercise price of $0.08 per share expiring on August 30, 2020.

Stock Option Plan

The only security based compensation arrangement which we in place is the amended and restated stock option plan (the "Plan"), which was approved by the Company's shareholders at our annual general and special meeting held on June 27, 2008. The Company amended and restated its previous stock option plan (approved by shareholders at the Company's 2004 annual general meeting) (the "2004 Plan") to meet the requirements of the policies of the TSX Venture Exchange (the "TSX-V") as set out in the TSX-V Company Manual (the "Manual"). The Company also made certain amendments to the 2004 Plan, to allow for beneficial tax treatment of incentive stock options by certain eligible persons who are subject to tax in the United States.

The purpose of the Plan is to advance the interests of the Company by encouraging our directors, officers, employees, consultants and management company employees to acquire Common Shares in the Company, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of their affairs.

The rules of the TSX-V provide that all unallocated options issuable under a "rolling" stock option plan must be approved our shareholders every year after the institution of the stock option plan.

Eligible Participants

Stock options ("Options") to purchase Common Shares may be granted to the following persons under the Plan:

a) Eligible Employees (as defined in the Plan);

b) Service Providers (as defined in Section 613(b) of the Manual):

c) directors;

d) consultants; and

e) such other persons as the plan administrator will select, subject to applicable laws.

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Securities Available for Issuance under the Plan

Subject to adjustment as provided in Section 13 of the Plan, the Options to be offered under the Plan consist of authorized but unissued Shares of the Company. The aggregate number of shares to be delivered upon the exercise of all Options granted under the Plan cannot exceed an amount equal to 10% of the issued shares of the Company at the time of any granting of Options (on a non-diluted basis).

Issuances to Insiders

The Plan limits the number of Options which may be granted under the Plan to Insiders (as defined under applicable laws) as follows:

a) the number of Common Shares reserved for issuance with respect to options granted to Insiders cannot exceed ten percent (10%) of the issued and outstanding Common Shares on the grant date;

b) the issuance to Insiders, within a one year period, cannot result in a number of Common Shares issued to Insiders exceeding ten percent (10%) of the issued and outstanding Common Shares; and

c) the issuance of Common Shares to any one Insider, within a one year period, cannot exceed five percent (5%) of the issued and outstanding Common Shares.

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