VANCOUVER, BC, Jan. 24,
2024 /CNW/ - January 25,
2024 – Sydney,
Australia
Highlights
- Highly experienced mining executive, Ken Brinsden, to transition from Non-Executive
Chair to CEO / President / Managing Director residing in
Montreal, Quebec
- Pierre Boivin (Quebec resident) to step into the role of
Non-Executive Chair from Non-Executive Director
- Current CEO / President, Blair
Way, to move into the COO (Chief Operating Officer) role,
retaining his Executive Board position
- The Board and Management changes to come into effect from
24th January, 2024
- The changes have been made with the intention to increase
Patriot's senior leadership presence within Quebec, as the Company's Corvette Project
enters and moves through the development phase.
Patriot Battery Metals Inc. (the "Company" or "Patriot")
(TSXV: PMET) (ASX: PMT) (OTCQB: PMETF) (FSE: R9GA) is pleased
to announce that the Board of Directors has unanimously agreed to
revisions to both the Board and Company's Executive team in support
of the further rapid progress of the Company's Corvette
Project.
With exploration to date at Corvette demonstrating a scale that
is material to the future development of the North American lithium
raw materials and chemicals supply chain, the Company has decided
to further bolster its Quebec
presence. The Company considers it essential that key leadership be
based in Quebec to grow Executive
and Management capacity and to advance meaningful engagement with
key local stakeholders to ensure the best possible opportunities
for the timely development of the project.
Blair Way, COO and Director,
comments: "The time is right to build-out capacity in
Quebec in support of the Project's
development. We are lucky to have someone of Ken's calibre and
experience in the lithium industry leading the charge, given that
he has done the job before at Pilbara Minerals, taking the company
from the development phase to one of the world's biggest lithium
producers.
I want to see the Company grow from strength-to-strength and
I have no doubt that under the leadership of Pierre and Ken, being
based in Quebec and continuity
through my role as COO, we have the right recipe."
Pierre Boivin, Non-Executive
Chair, said: "When I joined the Company as a Non-Executive
Director in June 2023, I was
optimistic about the potential in the Corvette Project. With the
great work that Blair and the team have done and continue to do
progressing the project, I continue to be enthused about what
taking the Corvette Project to the next level will mean for
Quebec and the development of the
North American and European lithium supply chains.
Ken Brinsden – CEO / President
and Director said: "Given its location and the scale that has
emerged at Corvette, it is clearly one of, if not the best lithium
raw materials development project globally. Since joining Patriot
in August 2022, Corvette's importance
to the region has only grown and it now deserves more attention at
the local level. Hence my commitment to move to Quebec, build-out the leadership team and
engage deeply with key stakeholders that will contribute to the
project's success.
I'd also like to take this opportunity to express my
gratitude to Blair and the important contribution he has made so
far to the Company. From consolidating the impressive land package
Patriot currently boasts, raising the initial capital to fund the
drill programs, facilitating the investment from Albemarle and
driving the discovery of the America's largest Spodumene lithium
deposit, he has been a major asset for the company and will
continue to be a positive driving force for Patriot as he takes on
the responsibilities of COO."
A summary of the material terms of Mr Brinsden's executive
services agreement is set out in the Appendix to this
announcement.
Grant of Plan Awards to
Directors
The Company also announces it has entered into agreements to
grant an aggregate of 1,348,016 stock options (the "Options") and
an aggregate of 20,085 Deferred Shares Units (the "DSUs") to
certain Company directors (collectively, the "Plan Awards").
Pursuant to the rules of the Australian Securities Exchange
("ASX"), the grant of the Plan Awards are subject to approval by a
simple majority of shareholders at the next meeting of the
Company's shareholders.
The Plan Awards are governed by the terms of the Company's
Omnibus Equity Incentive Plan approved by shareholders of the
Company on September 19, 2023 (the
"Omnibus Plan").
Further details of the Plan Awards subject of the proposed grant
are set out in the Appendix to this announcement. A copy of the
terms of the Omnibus Plan is available under the Company's profile
at www.sedarplus.ca.
About Pierre Boivin
Mr Boivin is a seasoned lawyer with over 40 years of experience
in business law, notably in the resources sector. He has practiced
for almost 25 years at McCarthy Tétrault and is currently acting as
Counsel, National leader of the Africa Group, Quebec Leader of the
Global Metals and Mining Group and a member of the Strategic
Advisory Group of the firm. Pierre's knowledge spans across several
industries, most notably mining and oil and gas on both a domestic
and international scale.
Pierre has been repeatedly recognized over the years as a
leading Canadian lawyer in various fields and publications such as
Who's Who Legal Canada in the mining sector, in the Canadian Legal
Lexpert Directory in the mining, energy (electricity), oil and gas
and corporate mid-market sectors as well as in the Lexpert Special
Editions of Leading Canadian Lawyers in the fields of Global
Mining, Cross-Border Corporate, Infrastructure as well as Energy.
Acritas Stars and Thompson Reuters have recognized him as a
stand-out lawyer and APL Energies has named him personality of the
year in 2019, a career achievement award in the energy sector in
Quebec.
Mr Boivin has served on various profit and non-profit Boards of
Directors over the years including currently Export Development
Canada ("EDC"), Development Finance Institute Canada Inc. ("FinDev
Canada") and NSIA Participations ("Ivory Coast") as a nominee of
the National Bank of Canada. He is
also a member of the Governance Committee of the Canadian Institute
of Mining, Metallurgy and Petroleum, is a graduate of the Canadian
Institute of Directors and has received an ESG Global Competent
Boards Designation.
About Ken
Brinsden
Mr Brinsden is a Mining Engineer with approximately 30 years'
experience in surface and underground mining operations. Mr
Brinsden graduated from the Western Australian School of Mines in
1993. He previously worked for WMC Resources, Normandy,
Central Norseman Gold Corporation, GoldFields, Iluka Resources,
Atlas Iron and Pilbara Minerals in various production, development,
management, brownfields / green fields mine development, Executive
and Board roles.
Mr Brinsden joined Pilbara Minerals as Chief Executive Officer
in January 2016 and was appointed
Managing Director and CEO in May
2016. He led the rapid development of Pilbara Minerals
through corporate development, financing, project execution and
ongoing production at Pilgangoora such that it has become one of
the leading lithium development projects globally and facilitated
Pilbara's entry into the ASX 100 (subsequently ASX 50). Pilbara
Minerals is now an AUD$11B company producing and selling in excess
of 600,000 tonnes of spodumene concentrate annually, with a
developing pipeline of vertically integrated production growth
options.
About Patriot Battery Metals
Inc.
Patriot Battery Metals Inc. is a hard-rock lithium exploration
company focused on advancing its district-scale 100% owned Corvette
Property located in the Eeyou Istchee James Bay region of
Quebec, Canada, and proximal to
regional road and powerline infrastructure. The Corvette Property
hosts the CV5 Spodumene Pegmatite with a maiden mineral resource
estimate of 109.2 Mt at 1.42% Li2O
inferred1 and ranks as the largest lithium pegmatite
resource in the Americas based on contained lithium carbonate
equivalent ("LCE"), and one of the top 10 largest lithium pegmatite
resources in the world. Additionally, the Corvette Property hosts
multiple other spodumene pegmatite clusters that remain to be drill
tested, as well as more than 20 km of prospective trend that
remain to be assessed.
1 The CV5 mineral resource estimate (109.2
Mt at 1.42% Li2O and 160 ppm Ta2O5
inferred) is reported at a cut-off grade of 0.40% Li2O
with effective date of June 25, 2023
(through drill hole CV23-190). Mineral resources are not mineral
reserves as they do not have demonstrated economic
viability.
For further information, please contact us at
info@patriotbatterymetals.com or by calling +1 (604) 279-8709, or
visit www.patriotbatterymetals.com. Please also refer to the
Company's continuous disclosure filings, available under its
profile at www.sedarplus.ca and www.asx.com.au, for available
exploration data.
On Behalf of the Board of Directors,
"Ken
Brinsden"
Ken Brinsden - President, CEO
& Managing Director
Disclaimer for Forward-Looking
Information
This news release contains "forward-looking information" or
"forward-looking statements" within the meaning of applicable
securities laws and other statements that are not historical facts.
Forward-looking statements are often identified by terms such as
"will", "may", "should", "anticipate", "expects" and similar
expressions. All statements other than statements of historical
fact, included in this news release are forward-looking statements
that involve risks and uncertainties. In particular and without
limitation, this news release contains forward-looking statements
pertaining to the Company's plans with respect to incentive
compensation awarded to certain of its directors.
There can be no assurance that such information or statements
will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from the Company's expectations include, among others,
the ability of the Company provide an updated mineral resource
estimate within the time frames indicated and other risks detailed
from time to time in the filings made by the Company with
securities regulators, available at www.sedarplus.ca and
www.asx.com.au.
The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to
differ materially from those predicted, as a result of numerous
known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of the Company. The reader is
cautioned not to place undue reliance on any forward-looking
information. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and the Company will update or
revise publicly any of the included forward-looking statements as
expressly required by applicable law.
No securities regulatory authority or stock exchange,
including the TSX Venture Exchange and its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) has reviewed nor accepts responsibility for the
adequacy or accuracy of the content of this news release.
APPENDIX
1. KEN BRINSDEN – KEY TERMS OF EXECUTIVE SERVICES
AGREEMENT
In accordance with ASX Listing Rule 3.16.4, a summary of the key
terms of Mr Ken Brinsden's new
executive services agreement is set out below.
|
Term and
termination
|
Mr Brinsden's
employment in the position of President, Chief Executive Officer
and Managing Director will commence on 24 January 2024 and has no
fixed term. Mr Brinsden may resign at any time by giving 3 months'
written notice. The Company may terminate Mr Brinsden's employment
at any time by giving written notice and certain payments in lieu
of a notice period (among certain other payments set out further
below).
|
|
Total fixed
remuneration – Base salary
|
Mr Brinsden's total
fixed gross remuneration is $500,000 CAD per annum, which is
subject to annual review by the Company. A review does not
guarantee an increase, however, Mr Brinsden's total fixed
remuneration may not be reduced.
|
|
Variable or 'at
risk' remuneration – Short term incentive (STI)
|
Mr Brinsden is eligible
to earn STI benefits each year in the form of an annual potential
cash bonus valued up to 100% of Mr Brinsden's total fixed
remuneration. The actual cash bonus earned by Mr Brinsden (if any)
will be determined at the discretion of the Board, in accordance
with the STI plan, after assessing the performance of the Company
and the performance of Mr Brinsden against agreed performance
objectives. The Board may grant Mr Brinsden a cash bonus under the
STI plan of less than 100% of Mr Brinsden's total fixed
remuneration in circumstances where not all performance objectives
are met for the relevant year.
|
|
Variable or 'at
risk' remuneration – Long term incentive (LTI)
|
Mr Brinsden remains
eligible to participate in any LTI plan the Company may maintain
from time to time, subject to the terms of that plan and any
required shareholder approval. The Company currently maintains the
Omnibus Plan. The number of Omnibus Plan securities granted and the
terms and conditions (including any performance hurdles) applying
to the vesting or exercise of those Omnibus Plan securities will be
determined at the discretion of the Board.
|
|
Payments on
termination
|
If the Company
terminates Mr Brinsden's employment without just cause, or Mr
Brinsden resigns as a result of a materially adverse change
occurring in respect of Mr Brinsden's title, position, authority,
responsibility or compensation as set out in the executive services
agreement, the Company will:
•
pay accrued components of the total fixed
remuneration, an amount in lieu of unused vacation time and an
amount representing the applicable STI plan cash bonus for the year
as pro-rated for the days worked until termination;
•
pay an amount in lieu of notice equal to
100% of the annual total fixed remuneration, an amount representing
an indemnity for loss of STI plan bonuses for 12 months equal to
100% of the annual total fixed remuneration multiplied by two;
and
•
grant that number of common shares
issuable under any outstanding but unvested LTI plan grants as
multiplied by the percentage of the vesting period of such LTI plan
awards representing the period between the date of their grant and
the termination date.
If the Company
terminates Mr Brinsden's employment for cause, or Mr Brinsden
resigns for any other reason, Mr Brinsden shall only be entitled to
any components of the total fixed remuneration and vacation pay
which are accrued and payable (as well as any other incentive
compensation payments which the Board has declared as earned and
owing prior to the termination date). Any awards granted under an
LTI plan will be governed by the terms of the LTI plan applying to
such circumstances.
|
|
Payment on change of
control
|
If a change of control
occurs in respect of the Company, Mr Brinsden will be entitled to
receive a cash bonus equal to (i) 24 months' Base Salary and
(ii) 24 months' of target STIP bonus, calculated by taking 100% of
the Executive's Base Salary at the time of the Change of Control
Event, multiplied by two , less applicable statutory
deductions.
|
2. DETAILS OF PLAN
AWARDS TO BE GRANTED TO DIRECTORS
The Company intends to grant the Plan Awards set out below,
subject to receipt of shareholder approval in accordance with ASX
Listing Rule 10.14.
Ken Brinsden
- 450,000 Options, each exercisable to acquire one common share
of the Company at an exercise price of $9.78 CAD on or before January 24, 2029 (CEO Tranche 1 Options). The CEO
Tranche 1 Options are being granted under the Omnibus Plan in full
and final satisfaction of prior agreement to join Patriot as
Non-Executive Chair in 2022 and will vest in equal one-third parts
on the 1st, 2nd and 3rd anniversaries of January 24, 2024.
- 7,764 DSUs vesting on January 24,
2025.The DSU's are being granted under the Omnibus Plan and
represent DSUs attributable to Mr Brinsden's annual salary up to
the financial year end prior to the commencement of the new
executive services agreement, being pro-rated for 10 months.
- 450,000 Options, each exercisable to acquire one common share
of the Company at a price per common share equal to the
greater of (i) the closing price of the Company's common
shares on the TSX Venture Exchange on January 24, 2024 and (ii) the five day volume
weighted average trading price of the Company's common shares in
Canada beginning on January 25, 2024, multiplied by 1.15, and
expiring on January 24, 2029 (CEO
Tranche 2 Options). The CEO Tranche 2 Options are being granted
under the Omnibus Plan as a signing bonus in connection with Mr
Brinsden's transition to CEO, President and Managing Director and
will vest in equal one-third parts on the 1st, 2nd and 3rd
anniversaries of January 24,
2024.
Pierre Boivin
- 104,008 Options, each exercisable to acquire one common share
of the Company at an exercise price of $9.78 CAD and expiring on January 24, 2029 (Chair Tranche 1 Options). The
Chair Tranche 1 Options are being granted under the Omnibus Plan in
recognition of previous services rendered by Mr Boivin during his
tenure as a Non-Executive Director and if approved, will vest in
equal one-third parts on the 1st, 2nd and 3rd anniversaries of
January 24, 2024.
- 4,245 DSUs vesting on January 24,
2025. The DSU's are being granted under the Omnibus Plan and
represent DSUs attributable to Mr Boivin's annual salary up to the
financial year end as Non-Executive Director as well as certain
DSUs attributable to that portion of the financial year occurring
during Mr Boivin's tenure as Non-Executive Chair.
- 240,000 Options, each exercisable to acquire one common share
of the Company, at a price per common share equal to the
greater of (i) the closing price of the Company's common
shares on the TSX Venture Exchange on January 24, 2024 and (ii) the five day volume
weighted average trading price of the Company's common shares in
Canada beginning on January 25, 2024, multiplied by 1.15, and
expiring on January 24, 2029 (Chair
Tranche 2 Options). The Chair Tranche 2 Options are being granted
under the Omnibus Plan as a signing bonus in connection with Mr
Boivin's transition to Non-Executive Chair and will vest in equal
one-third parts on the 1st, 2nd and 3rd anniversaries of
January 24, 2024.
Melissa Desrochers
- 104,008 Options, each exercisable to acquire one common share
of the Company at an exercise price of $9.78 CAD and expiring on January 24, 2029 (Director Tranche 1 Options).
The Director Tranche 1 Options are being granted under the Omnibus
Plan as a signing bonus in connection with Ms Desrochers
appointment to the Board and if approved, will vest in equal
one-third parts on the 1st, 2nd and 3rd anniversaries of
January 24, 2024.
- 4,038 DSUs vesting on January 24,
2025. The DSU's are being granted under the Omnibus Plan and
represent DSUs attributable to Ms Desrochers' annual salary up to
the financial year end as an Executive Director.
Brian Jennings
- 4,038 DSUs vesting on January 24,
2025. The DSU's are being granted under the Omnibus Plan and
represent DSUs attributable to Mr Jenning's annual salary up to the
financial year end as an Executive Director.
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SOURCE Patriot Battery Metals Inc