OREZONE GOLD CORPORATION OREZONE GOLD CORPORATION
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
OF SHAREHOLDERS
TO BE HELD ON
JUNE 7, 2024
May 10, 2024
This Management Information Circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult a professional advisor.
OREZONE GOLD CORPORATION
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the Annual General and Special Meeting (the "Meeting") of the shareholders of Orezone Gold Corporation (the "Company") will be held at the Company's offices at Suite 450, 505 Burrard Street, Vancouver, British Columbia on June 7, 2024 at 9:00 a.m. (PDT) for the following purposes and as more particularly described in the Company's management information circular dated May 10, 2024 (the "Circular"):
- To receive the audited financial statements of the Company for the fiscal year ended December 31, 2023, together with the auditor's report thereon.
- To fix the number of directors at eight and to elect directors of the Company.
- To approve an amendment to increase the number of common shares reserved under the Company's Restricted Share Unit Plan by 7,500,000 common shares for a total of 15,000,000 common shares, as more particularly described in the Circular.
- To approve an amendment to increase the number of common shares reserved under the Company's Deferred Share Unit Plan by 2,500,000 common shares for a total of 5,000,000 common shares, as more particularly described in the Circular.
- To ratify and approve the Advance Notice By-Law, as more particularly described in the Circular.
- To appoint auditors for the fiscal year ending December 31, 2024 and to authorize the directors to fix their remuneration.
- To transact such further or other business as may properly come before the Meeting or any adjournments or postponements thereof.
The Circular accompanies this Notice of Meeting and contains details of matters to be considered at the Meeting. The report of the auditor and the audited financial statements of the Company for the year ended December 31, 2023 with related management's discussion and analysis can be found under the Company's profile on SEDAR+ at www.sedarplus.ca.
DATED at Vancouver, British Columbia, May 10, 2024.
BY ORDER OF THE BOARD OF DIRECTORS
"Patrick Downey"
Patrick Downey
Director, President & Chief Executive Officer
IMPORTANT: Shareholders may exercise their rights by attending the Meeting or by completing a form of proxy. Should you be unable to attend the Meeting in person, kindly complete, date and sign your form of proxy and return it by mail or fax to our transfer agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 (facsimile numbers: within North America 1-866-249-7775; outside North America 1-416-263-9524); or vote through the Internet following the instructions on the form of proxy. To be valid and acted upon at the Meeting, proxies must be deposited with Computershare Investor Services Inc., to the attention of its Proxy Department, in Toronto, not later than 9:00 a.m. PDT on June 5, 2024 or, if the meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned Meeting. Your shares will be voted in accordance with your instructions as indicated on the proxy. The Circular is attached to the present Notice.
OREZONE GOLD CORPORATION | ||
Management Information Circular | ||
Table of Contents | ||
Restricted Share Unit Plan - Increase of Common Shares Issuable | ||
Deferred Share Unit Plan - Increase of Common Shares Issuable | ||
Executive Compensation | 11 | |
Director Compensation | 19 | |
Securities Authorized for Issuance | 22 | |
Audit Committee | 23 | |
Interest of Informed Persons in Material Transactions | 23 | |
Additional Information | 23 | |
Schedule "A" Statement of Corporate Governance Practices and Diversity Requirements | 24 | |
Schedule "B" Summary of the Company's Security Based Compensation Plans | 28 | |
Stock Option Plan | 28 | |
Restricted Share Unit Plan | 29 | |
Deferred Share Unit Plan | 31 | |
Schedule "C" Advance Notice By-Law | 33 | |
Schedule "D" Board of Directors Mandate | 37 |
DATE OF INFORMATION, TIME AND CURRENCY
Unless otherwise stated, the information contained in this management information circular (the "Circular") is as of May 10, 2024.
Unless otherwise stated, all times listed in this Circular are to Pacific Daylight Time (PDT).
All dollar amounts referenced herein are in Canadian Dollars ("CAD" or "$"), unless otherwise specified. The average exchange rate in 2023 for CAD to United States Dollars ("USD" or "US$") was USD 1.00 = CAD 1.3497.
NON-IFRS MEASURES
The Company has included certain terms or performance measures commonly used in the mining industry that is not defined under International Financing Reporting Standards ("IFRS"), including "AISC" and "adjusted EBITDA". Non- IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore, they may not be comparable to similar measures presented by other companies. The Company uses such measures to provide additional information and they should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. See "Non-IFRS Measures" in the Company's MD&A for the fiscal year ended December 31, 2023 for additional information, a copy which is available on SEDAR+ at www.sedarplus.ca.
SOLICITATION OF PROXIES
This Circular is furnished in connection with the solicitation of proxies by the management of Orezone Gold Corporation (the "Company") for use at the Annual General and Special Meeting (the "Meeting") of the holders of common shares of the Company to be held at the Company's offices at Suite 450, 505 Burrard Street, Vancouver, British Columbia on June 7, 2024, including any adjournment(s) or postponement(s) thereof.
The solicitation of proxies by management is expected to be primarily by phone and internet and may be supplemented by mail or other personal contact by directors and management of the Company. The cost of solicitation of proxies will be borne directly by the Company.
APPOINTMENT OF PROXIES
The Company strongly recommends that registered shareholders exercise their right to vote by proxy prior to the Meeting either by mail, online or telephone, following the instructions outlined in the Circular.
If your intention is not to be present in person at the Meeting, you are asked to complete and return the enclosed form of proxy. The form of proxy must be dated and executed by a registered shareholder or the attorney of such shareholder, duly authorized in writing, and deposited with Computershare Investor Services Inc., Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 no later than 9:00 a.m. (PDT) on June 5, 2024 or, if the Meeting is adjourned or postponed, no later than 48 hours preceding the date to which the Meeting is adjourned or postponed.
The persons designated in the form of proxy are directors or officers of the Company. Each shareholder has the right to appoint a person to represent such shareholder at the Meeting, other than the persons designated in the form of proxy. A registered shareholder desiring to appoint some other person to represent such shareholder at the Meeting may do so by striking out the names of the persons designated and by inserting such other person's name in the blank space provided in the form of proxy or by submitting another appropriate form of proxy. A person acting as proxy need not be a shareholder of the Company.
REVOCATION OF PROXIES
A shareholder may revoke a proxy: (a) by depositing an instrument in writing executed by the shareholder or by an attorney
authorized in writing: (i) at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or (ii) with the chair of the Meeting on the day of the Meeting or an adjournment thereof; or (b) in any other manner permitted by law.
VOTING OF SHARES REPRESENTED BY PROXIES
If the enclosed form of proxy is properly completed and submitted in favour of the persons designated in the printed portion thereof, the shares represented by such form of proxy will be voted or withheld from voting on any ballot that may be called for in accordance with the instructions of the shareholder and where the person whose proxy is solicited specifies a choice with respect to any matter identified therein, the shares shall be voted in accordance with the specification so made.
Where shareholders have not specified in the form of proxy the manner in which the designated proxy holders are required to vote the shares represented thereby as to any matter to be voted on, such shares will be voted on any ballot that may be called for in favour of such matter.
The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to matters other than those identified in the Notice of Meeting, which may properly come before the Meeting. As of the date hereof, management of the Company is not aware that any such amendments, variations, or other matters are to be presented for action at the Meeting. If any matters which are not now known to management of the Company should properly come before the Meeting, then on any ballot that may be called for, the persons appointed as proxy will vote on such matters in a manner as such persons consider to be proper.
ADVICE TO BENEFICIAL SHAREHOLDERS
These securityholder materials are being sent to both registered and non-registered owners of the securities. Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, shares beneficially owned by a person (a "Non-RegisteredHolder") are registered either (a) in the name of an intermediary that the Non-Registered Holder deals with in respect of the shares (intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered retirement savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the intermediary is a participant. In accordance with the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company will distribute copies of the Notice of Meeting, this Circular, and the form of proxy (collectively, the "Meeting Materials") to the clearing agencies and intermediaries for onward distribution to Non-Registered Holders. The Company will pay for the cost of intermediaries to deliver the Meeting Materials to Non-Registered Holders who have objected to intermediaries disclosing their beneficial ownership information. Neither the Company nor any of its subsidiaries will reimburse shareholders, nominees or agents for the costs incurred in obtaining authorization to execute forms of proxy from their principals or beneficial owners.
Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Very often, intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders who have not waived the right to receive the Meeting Materials. These Non-Registered Holders will either: (a) be given a form of proxy which has already been signed by the intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. Because the intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to the Transfer Agent as set out above; or (b) more typically, be given a form which, when properly completed and signed by the Non-Registered Holder and returned to the intermediary or its service company, will constitute voting instructions (often called a "voting information form") which the intermediary must follow.
In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares which they beneficially own. Should a Non-Registered Holder who receives the form of proxy or voting instruction form wish to vote at the Meeting in person, the Non-Registered Holder should strike out the persons named in the form of proxy and insert the Non-Registered Holder's name in the blank space provided or following the instructions in the voting instruction form. In either case, Non-Registered Holders should carefully follow the instructions of their intermediary, including those regarding when and where the form of proxy or proxy authorization form is to be delivered.
If you receive either a proxy or a voting instruction form and wish to attend and vote at the Meeting in person (or have another person attend and vote on your behalf), you should strike out the names of the persons named in the proxy and insert yours (or such other person's name) in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form. In either case, please carefully follow the instructions of your broker, nominee or other service company.
RECORD DATE
The Company has set May 3, 2024 as the record date (the "Record Date") for notice of the Meeting and for voting. Only shareholders of the Record Date are entitled to receive notice of and vote at the Meeting, subject to the provisions of the Canada Business Corporations Act. Nevertheless, failure to receive the notice does not revoke the shareholder's right to vote at the Meeting.
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AUTHORIZED CAPITAL, VOTING SHARES AND PRINCIPAL HOLDERS
The authorized capital of the Company consists of an unlimited number of common shares, of which 370,098,013 shares are issued and outstanding as at the date hereof. Each issued and outstanding share is entitled to one vote. Only persons who are shareholders of record on the Record Date will be entitled to attend and vote at the Meeting, in person or by proxy.
As at the date of this Circular, to the knowledge of management and directors of the Company, no persons or companies individually beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the voting rights attached to all outstanding shares other than:
Name | Number of Shares | Percentage of Outstanding Shares |
Resource Capital Fund VII L.P. | 70,905,917 | 19.16% |
Equinox Partners Investment Management LLC | 41,435,407 | 11.20% |
FINANCIAL STATEMENTS
The audited financial statements of the Company as at and for the fiscal year ended December 31, 2023, together with the auditors' report thereon, and the accompanying management's discussion and analysis, are filed on SEDAR+ at www.sedarplus.caand the Company's website at www.orezone.com. The financial statements will be placed before the shareholders at the Meeting.
The form of proxy includes an election to not receive the interim and/or annual financial statements and MD&A for 2024 and subsequent fiscal years.
BUSINESS OF THE MEETING
1. Election of the Directors
There are presently nine directors of the Company and the board of directors have fixed the number of directors at eight. Each director elected will hold office until the next annual general meeting or until a successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with the by-laws of the Company.
As part of the Company's board renewal process, seven of the current directors are being proposed for re-election at the Meeting, one new director will be proposed for election at the Meeting and two directors will retire after the Meeting. For information regarding the Company's board renewal process, please see "Information Regarding Each of the Director Nominees" on page 7 of this Circular.
Management does not contemplate that any nominee will be unable or unwilling to serve as a director, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed form of proxy have the authority to vote for another nominee at their discretion.
On August 31, 2022, amendments to the Canada Business Corporations Act (the "CBCA") came into force which impact how directors of CBCA corporations, such as the Company, are elected. As a result of these amendments, directors are not considered elected unless they receive more votes for their election than against at an uncontested meeting. The TSX has indicated that these amendments satisfy the TSX's requirement for majority voting for the election of directors. The Company repealed its majority voting policy since it is no longer necessary in light of the CBCA amendments and the TSX's position. As a result, at the Meeting, a nominee will only be elected if the number of votes cast in his or her favour represents a majority of the votes cast in respect of the nominee. You may either vote for or against the election of each nominee.
Except as noted herein, no proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company. Pursuant to an investor rights agreement between the Company and Resource Capital Fund VII L.P. ("RCF VII"), RCF VII has the right to designate: (i) two nominees if RCF VII owns 17.0% or greater of the issued and outstanding shares; and (ii) one nominee if RCF VII owns greater than 10.0% and less than 17.0% of the issued and outstanding shares.
Ms. Harcourt (a director of the Company since June 2018) and Mr. Quinlan (a director since June 2023) are the director nominees of RCF VII.
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For information regarding each of the director nominees, please see "Information Regarding Each of the Director Nominees".
Unless otherwise instructed, the persons named in the accompanying proxy form or voting instruction form intend to vote FORthe election of the nominees as set forth in the accompanying proxy form or votinginstruction form.
2. Restricted Share Unit Plan - Increase of Common Shares Issuable
The Company has adopted a restricted share unit plan (the "RSU Plan") that has been approved by the board and the shareholders at the Company's 2022 annual general meeting. Restricted share units ("RSUs") are akin to "phantom shares" that track the value of the underlying shares but do not entitle any rights to the actual underlying share until such time as the RSU is redeemed.
The maximum number of shares which may be issued under the RSU Plan is 7,500,000. As of the date of the Circular:
Number | |
RSUs issued: | 6,467,594 |
RSUs exercised: | 2,153,950 |
RSUs expired: | 388,802 |
RSUs that are issuable: | 1,032,406 |
The purpose of the RSU Plan is to: (a) promote the alignment of interests between eligible persons and the shareholders of the Company; (b) assist the Company in attracting, retaining and motivating employees, officers, and consultants of the Company and of its related entities, (c) provide a compensation system for eligible persons that is reflective of the responsibility, commitment and risk accompanying their management role over the medium term; and (d) allow eligible persons to participate in the success of the Company over the medium term.
For these stated purposes, the Company recommends increasing the number of common shares issuable under the RSU Plan by 7,500,000 for a total number of common shares issuable under the RSU Plan to 15,000,000 common shares.
The proposed increase of 7,500,000 common shares represents 2.03% of the issued and outstanding shares of the Company as of the date of the Circular.
Number | % of the Issued and Outstanding Shares of the Company | |
(as of the date of the Circular)1 | ||
Current RSU Plan Maximum | 7,500,000 | 2.03% |
Proposed RSU Plan Maximum | 15,000,000 | 4.05% |
1. The combined total number of common shares of the Company issuable pursuant to any grant or award under all security- based compensation plans of the Company may not, at any time, exceed 10% of the then issued and outstanding common shares of the Company.
Other than increasing the number of common shares issuable, the remaining provisions of the RSU Plan are unchanged and a summary of the RSU Plan is provided in Schedule "B". A copy of the RSU Plan has been filed on the Company's website (2024 AGM) and the Company will, upon request from a shareholder, provide a paper copy of the RSU Plan.
The TSX has accepted the Company's request to increase the number of common shares issuable under the RSU Plan subject to the Company's shareholder approval at the Meeting. At the Meeting, shareholders will be asked to consider, and, if deemed appropriate, to approve, with or without variation, the following ordinary resolution (the "RSU Resolution").
To be adopted, the RSU Resolution needs to be approved by a majority of the votes cast by shareholders at the Meeting by proxy or in person. Management and the board recommend that shareholders vote FOR the RSU Resolution.
BE IT RESOLVED as an ordinary resolution, that:
1. Subject to receipt of all applicable regulatory approvals, including the Toronto Stock Exchange, the number of common shares issuable under the Company's Restricted Share Unit Plan (the "RSU Plan") is increased from 7,500,000 to 15,000,000 common shares, and the RSU Plan, as substantially
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described in the Management Information Circular of the Company dated May 10, 2024, is hereby ratified, confirmed and approved.
- The combined total number of common shares of the Company issuable pursuant to any grant or award under all security-based compensation plans of the Company may not, at any time, exceed 10% of the then issued and outstanding common shares of the Company.
- Any director or officer of the Company is authorized to execute and deliver all other documents and do all other acts and things as may be necessary or desirable to give effect to this resolution.
Unless otherwise instructed, the persons named in the accompanying proxy form or voting instruction form intend to vote FORthe adoption of the RSU Resolution authorizing the approval and confirmation to theincrease in the number of shares issuable under the Company's RSU Plan.
If the RSU Resolution is approved at the Meeting, the increase in the number of common shares issuable under the RSU Plan will take effect at the close of the Meeting. If the RSU Resolution is not approved at the Meeting, the increase in the number of common shares issuable under the RSU Plan will not become effective and the RSU Plan will remain in effect, unamended.
3. Deferred Share Unit Plan - Increase of Common Shares Issuable
The Company has adopted a deferred share unit plan (the "DSU Plan") that has been approved by the board and the shareholders at the Company's 2022 annual general meeting. Deferred share units ("DSUs") are akin to "phantom shares" that track the value of the underlying shares but do not entitle any rights to the actual underlying share until such time as the DSU is redeemed.
The maximum number of shares which may be issued under the DSU Plan is 2,500,000. As of the date of the Circular:
Number | |
DSUs issued: | 2,466,880 |
DSUs exercised: | 323,116 |
DSUs expired: | - |
DSUs that are issuable: | 33,120 |
The purpose of the DSU Plan is to promote a greater alignment of interests between the board of directors of the Company and its shareholders.
For these stated purposes, the Company recommends increasing the number of common shares issuable under the DSU Plan by 2,500,000 for a total number of common shares issuable under the DSU Plan to 5,000,000 common shares. The proposed increase of 2,500,000 common shares represents 0.68% of the issued and outstanding shares of the Company as of the date of the Circular.
Number | % of the Issued and Outstanding Shares of the Company | |
(as of the date of the Circular)1 | ||
Current DSU Plan Maximum | 2,500,000 | 0.68% |
Proposed DSU Plan Maximum | 5,000,000 | 1.35% |
1. The combined total number of common shares of the Company issuable pursuant to any grant or award under all security- based compensation plans of the Company may not, at any time, exceed 10% of the then issued and outstanding common shares of the Company.
Other than increasing the number of common shares issuable, the remaining provisions of the DSU Plan are unchanged and a summary of the DSU Plan is provided in Schedule "B". A copy of the DSU Plan has been filed on the Company's website (2024 AGM) and the Company will, upon request from a shareholder, provide a paper copy of the DSU Plan.
The TSX has accepted the Company's request to increase the number of common shares issuable under the DSU Plan subject to the Company's shareholder approval at the Meeting. At the Meeting, shareholders will be asked to consider, and, if deemed appropriate, to approve, with or without variation, the following ordinary resolution (the "DSU Resolution").
To be adopted, the DSU Resolution needs to be approved by a majority of the votes cast by shareholders at the Meeting by proxy or in person. Management and the board recommend that shareholders vote FOR the
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DSU Resolution.
BE IT RESOLVED as an ordinary resolution, that:
- Subject to receipt of all applicable regulatory approvals, including the Toronto Stock Exchange, the number of common shares issuable under the Company's Deferred Share Unit Plan (the "DSU Plan") is increased from 2,500,000 to 5,000,000 common shares, and the DSU Plan, as substantially described in the Management Information Circular of the Company dated May 10, 2024, is hereby ratified, confirmed and approved.
- The combined total number of common shares of the Company issuable pursuant to any grant or award under all security-based compensation plans of the Company may not, at any time, exceed 10% of the then issued and outstanding common shares of the Company.
- Any director or officer of the Company is authorized to execute and deliver all other documents and do all other acts and things as may be necessary or desirable to give effect to this resolution.
Unless otherwise instructed, the persons named in the accompanying proxy form or voting instruction form intend to vote FORthe adoption of the DSU Resolution authorizing the approval and confirmation to theincrease in the number of shares issuable under the Company's DSU Plan.
If the DSU Resolution is approved at the Meeting, the increase in the number of common shares issuable under the DSU Plan will take effect at the close of the Meeting. If the DSU Resolution is not approved at the Meeting, the increase in the number of common shares issuable under the DSU Plan will not become effective and the DSU Plan will remain in effect, unamended.
4. Ratification and Approval of the Advance Notice By-Law
On May 10, 2024, the board of directors adopted the Advance Notice By-Law, the full text of which is reproduced as Schedule "C" to this Circular. The Advance Notice By-Law requires that an advance notice be given to the Company in circumstances where nominations of persons for election to the board are made by shareholders of the Company. The Advance Notice By-Law sets a deadline by which shareholders must submit a notice of director nominations to the Company prior to any annual or special meeting of shareholders where directors are to be elected. In addition, it also provides the information which a shareholder is required to include in the advance notice for it to be valid in order for the Company to be able to evaluate the proposed nominees' qualifications and suitability as directors.
At the Meeting, shareholders will be asked to consider, and, if deemed appropriate, to approve, with or without variation, the following ordinary resolution (the "Advance Notice Resolution").
To be adopted, the Advance Notice Resolution needs to be approved by a majority of the votes cast by shareholders at the Meeting by proxy or in person. Management and the board recommend that shareholders vote FOR the Advance Notice Resolution.
BE IT RESOLVED as an ordinary resolution, that:
- The Advance Notice By-Law adopted by the board of directors of the Company, the full text of which is reproduced as Schedule "C" to the Management Information Circular of the Company dated May 10, 2024, is hereby ratified, confirmed and approved.
- Any director or officer of the Company is authorized to execute and deliver all other documents and do all other acts and things as may be necessary or desirable to give effect to this resolution.
Unless otherwise instructed, the persons designated in the accompanying proxy form or voting instruction form intend to vote FORthe Advance Notice Resolution for the ratification and approval of the AdvanceNotice By-Law.
5. Appointment of Auditors
Management of the Company proposes that Deloitte LLP ("Deloitte") be appointed as auditors of the Company until the close of the next annual general meeting of shareholders, and that the directors be authorized to fix their remuneration. Deloitte was initially appointed as auditors of the Company for the fiscal year ended December 31, 2009.
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Unless otherwise instructed, the persons named in the accompanying proxy intend to vote FORthe appointment of Deloitte as auditors of the Company, and FORauthorizing the board to fix theirremuneration.
Deloitte will hold office until the close of the next annual general meeting of shareholders or until their successors are appointed.
INFORMATION REGARDING EACH OF THE DIRECTOR NOMINEES
There are presently nine directors of the Company and the board of directors have fixed the number of directors at eight. Each director elected will hold office until the next annual general meeting or until a successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with the by-laws of the Company.
Board Succession
Michael Halvorson - Chair Emeritus and Special Advisor to the CEO: Mr. Halvorson, who has been a director of the Company since 2009 and Chair of the board since 2018, has announced that he will retire as Chair and will not stand for re-electionat the Meeting.
The Board of Directors has conferred to Mr. Halvorson the honorary status of Chair Emeritus for his significant contributions to the Company through his long and distinguished service and accomplishments. While serving on the Company's governing body, Mr. Halvorson oversaw the Company from early exploration at Bomboré to first gold and commercial production. During Mr. Halvorson's tenure as Chair of the board, the construction of the Bomboré Mine was completed under budget, on time and with no lost time injuries. In addition, during Mr. Halvorson's governorship, the Company has made significant progress on its Phase II Hard Rock expansion including early engineering and advancement on securing the senior debt from Coris Bank for Phase II. In addition to Chair Emeritus, Mr. Halvorson has been appointed as a Special Advisor to the executive leadership of the Company.
The Company would like to thank Mr. Halvorson for his leadership, vision and unwavering dedication to the Company which was instrumental in shaping the Company to where it is today and setting it up for future success.
Charles Oliver: Mr. Oliver, who has been a director of the Company since 2017, has announced his retirement from the board and will not stand for re-election at the Meeting. Mr. Oliver has served the Company well during his tenure as a director of the Company as it has evolved from development to construction and into operations. The Company would like to thank Mr. Oliver for his many contributions and guidance.
Tara Hassan - Board Nominee
In 2023 and into 2024, the Company's Corporate Governance, Nominating and Compensation Committee (the "CGNC Committee"), as part of its mandate in regards to ongoing board renewal, conducted an assessment of the composition and expertise of the board of directors, with a specific focus on gender diversity and the fact that the Company is now an established operating mining company with a focus on organic expansion and growth.
As part of the assessment exercise and pursuant to good corporate governance, the CGNC Committee developed a board matrix that was compiled with the input of executive management and reviews of other operating mining companies. Each member of the board then completed the skills matrix evaluation.
Following the completion of the skills matrix evaluation, the CGNC Committee confirmed that gender diversity and operational experience could be strengthened on the board and it was then recommended by the CGNC Committee to the board to address these matters for shareholders to approve at the Meeting.
The CGNC Committee commenced a search to address gender diversity and operational experience on the board. A number of female candidates were considered based on their expertise and relevant skillset. A shortlist was then finalized and the CGNC Committee conducted interviews with these shortlisted candidates. To ensure a thorough process, Messrs. Downey (President & CEO), Tam (EVP & CFO) and Goodman (SVP & General Counsel), also conducted interviews with the candidates.
To assist with the CGNC Committee's selection criteria, the CGNC Committee developed a weighted "scorecard" which included the following topics:
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Orezone Gold Corporation published this content on 13 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 May 2024 18:50:01 UTC.
