DOCSLIB.ORG

Sandstorm Gold Ltd Management Information Circular 2020

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Sandstorm Gold Ltd Management Information Circular 2020 2020 Management Information Circular For the Annual General and Special Meeting of Shareholders to be held on April 15, 2020 Table of Contents NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS 4 INTRODUCTION 6 PARTICULARS OF MATTERS TO BE ACTED UPON 7 Election of Directors ________________________________________________________________________ 7 Majority Voting Policy ................................................................................................................................. 8 Advance Notice Policy................................................................................................................................ 8 Director Profiles .......................................................................................................................................... 9 Cease Trade Orders, Bankruptcies, Penalties or Sanctions .................................................................... 13 Interlocking Directorships/Committee Appointments ............................................................................... 15 Meeting Attendance ................................................................................................................................. 15 Appointment of Auditors ___________________________________________________________________ 16 Approval of Early Warrant Exercise Incentive Program __________________________________________ 16 Background .............................................................................................................................................. 16 Approval By Shareholders........................................................................................................................ 19 Other Matters ____________________________________________________________________________ 20 GENERAL PROXY INFORMATION 21 Appointment of Proxyholder ________________________________________________________________ 21 Voting by Proxy___________________________________________________________________________ 21 Completion and Return of Proxy _____________________________________________________________ 21 Non-Registered Holders ____________________________________________________________________ 22 Revocability of Proxy ______________________________________________________________________ 24 Notice and Access ________________________________________________________________________ 24 Voting Securities and Principal Holders Thereof ________________________________________________ 24 EXECUTIVE COMPENSATION 26 Named Executive Officers __________________________________________________________________ 26 Compensation Discussion and Analysis ______________________________________________________ 26 Compensation Program Overview ........................................................................................................... 26 Role of the Compensation Committee ..................................................................................................... 30 Executive Compensation Elements ......................................................................................................... 32 Executive Compensation Details _____________________________________________________________ 43 Summary Compensation Table ................................................................................................................ 43 1 Incentive Plan Awards .............................................................................................................................. 44 Pension Plan Benefits .............................................................................................................................. 47 Termination of Employment, Change in Responsibilities and Employment Contracts ............................ 47 Director Compensation ____________________________________________________________________ 50 Incentive Plan Awards .............................................................................................................................. 52 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 54 Stock Option Plan _________________________________________________________________________ 55 Overview .................................................................................................................................................. 55 Purpose and Stock Option Plan Limits ..................................................................................................... 55 Restricted Share Plan ______________________________________________________________________ 60 Overview .................................................................................................................................................. 60 Purpose and Restricted Share Plan Limits .............................................................................................. 60 OTHER INFORMATION 64 Indebtedness of Directors, Executive Officers and Others ________________________________________ 64 Interest of Informed Persons in Material Transactions ___________________________________________ 64 Interest of Certain Persons or Companies in Matters to be Acted Upon _____________________________ 64 Management Contracts ____________________________________________________________________ 64 CORPORATE GOVERNANCE 65 Corporate Governance Overview ____________________________________________________________ 65 Board of Directors ________________________________________________________________________ 66 Role of the Board ..................................................................................................................................... 66 Independence of the Board ...................................................................................................................... 67 Position Descriptions ................................................................................................................................ 68 Participation of Directors in Other Reporting Issuers ............................................................................... 69 Separation of Chairman and CEO Roles and Related Position Descriptions .......................................... 69 Orientation and Continuing Education ..................................................................................................... 70 Expectations of Management ................................................................................................................... 70 Nomination of Directors ............................................................................................................................ 70 Compensation of Directors and Officers .................................................................................................. 72 Assessments ............................................................................................................................................ 73 Succession Planning for President and Chief Executive Officer .............................................................. 75 Ethical Business Conduct __________________________________________________________________ 75 Social and Environmental Commitment _______________________________________________________ 76 Risk Management _________________________________________________________________________ 77 Directors’ and Officers’ Indemnification _______________________________________________________ 77 Key Policy Descriptions ____________________________________________________________________ 77 Whistleblower Policy ................................................................................................................................ 77 Stock Ownership Guidelines Policy ......................................................................................................... 78 2 Clawback Policy ....................................................................................................................................... 80 Anti-Hedging Policy .................................................................................................................................. 80 Communications and Corporate Disclosure Policy .................................................................................. 80 Policy on Stock Trading and Use of Material Information ........................................................................ 80 Bribery and Fraud Prevention Program ................................................................................................... 81 Health and Safety Policy .......................................................................................................................... 81 Workplace Bullying and Harassment Policy Statement ........................................................................... 81 Diversity Policy and Representation of Women on the Board ................................................................. 81 Retirement and Tenure Policies ............................................................................................................... 83 COMMITTEE INFORMATION 84 Audit Committee __________________________________________________________________________ 84 The Audit Committee's Role and Charter ................................................................................................. 84 Composition of the Audit Committee ........................................................................................................ 84 Relevant Education
Load more

Recommended publications
  • DFA Canada Canadian Vector Equity Fund - Class a As of July 31, 2021 (Updated Monthly) Source: RBC Holdings Are Subject to Change
    DFA Canada Canadian Vector Equity Fund - Class A As of July 31, 2021 (Updated Monthly) Source: RBC Holdings are subject to change. The information below represents the portfolio's holdings (excluding cash and cash equivalents) as of the date indicated, and may not be representative of the current or future investments of the portfolio. The information below should not be relied upon by the reader as research or investment advice regarding any security. This listing of portfolio holdings is for informational purposes only and should not be deemed a recommendation to buy the securities. The holdings information below does not constitute an offer to sell or a solicitation of an offer to buy any security. The holdings information has not been audited. By viewing this listing of portfolio holdings, you are agreeing to not redistribute the information and to not misuse this information to the detriment of portfolio shareholders. Misuse of this information includes, but is not limited to, (i) purchasing or selling any securities listed in the portfolio holdings solely in reliance upon this information; (ii) trading against any of the portfolios or (iii) knowingly engaging in any trading practices that are damaging to Dimensional or one of the portfolios. Investors should consider the portfolio's investment objectives, risks, and charges and expenses, which are contained in the Prospectus. Investors should read it carefully before investing. Your use of this website signifies that you agree to follow and be bound by the terms and conditions of
    [Show full text]
  • Preparing for Growth: Capitalizing on a Period of Progress and Stability
    Preparing for growth: Capitalizing on a period of progress and stability www.pwc.com/ca/canadianmine A year of stability Contents 2 A year of stability 3 Highlights and analysis 7 Agnico Eagle: Perfecting a successful 60 year-old strategy 9 Osisko Gold Royalties: Disrupting the cycle An interview with John Matheson, Partner, PwC Canada 11 Savvy investments in stable times Call it breathing room. Over the last year, into Eastern and Central Europe with its Canada’s major mining companies have Belt and Road Initiative (formerly One Belt entered a period of relative stability after and One Road) is increasing demand for weathering a frenzied period of boom, industrial products. bust and recovery. Globally, the geopolitical situation will About this report The sector has been paying down debt, likely remain volatile through 2018 and Preparing for growth is one of improving balance sheets and judiciously beyond. While bullion largely shrugged four publications in our annual investing in capital projects, on trend with off 2017’s world events, international Canadian mine series looking at the wider global mining industry in 2017. uncertainties could yet become an the realities and priorities of public Maintaining flexibility and increasing upward force on gold prices. The success mining companies headquartered efficiency are key goals for many executive of stock markets around the globe last in Canada. It offers a summary of financial analysis of the top 25 teams as they try to position themselves to year dampened general investor interest listings by market capitalization on capitalize on the next stages of the cycle. in gold equities, with the precious metal the TSX and complements our Junior Some companies have sought to enhance traditionally serving as a hedge against mine 2017 report, which analyzes the operations through acquisitions, but on market downturns, said David Smith, top 100 listings on the TSX Venture the whole, 2017 saw few eye-popping Senior Vice President of Finance and Chief Exchange (TSX-V).
    [Show full text]
  • Week 39: Ending September 25, 2020 an Introduction for Subscribers, New and Old
    The Sunday Investor Week 39: Ending September 25, 2020 An Introduction For subscribers, new and old. First of all, thank you to all my subscribers, including brand new ones and for those Basic fundamental metrics such as return on equity, price-earnings ratios, free cash who signed up to receive this newsletter almost a year ago when I first started The flow per share, earnings per share, and interest coverage ratios – they’re all freely Sunday Investor. Administering this website has brought out the true passion I available on many websites in the form of stock screeners, but even some of the have for the investing industry and each time I get a new subscriber, it motivates best stock screeners don’t allow you to filter for exactly what you need. me to keep going. I hope you find The Sunday Investor to be a reliable and useful source as you seek to achieve your investment goals. Here you will find the tools you need to keep track of your Canadian and U.S. equity holdings. I maintain a weekly total return tracker for all S&P/TSX Composite Prior to starting my website, I had been noticing a gap in the information the and S&P 500 issuers, and provide several fundamental monthly reports depending average investor has access to on popular investment and financial planning on your investment strategy. I routinely write about the importance of developing websites. While a lot of data is publicly available, many websites do a poor job of a low-volatile portfolio aimed at maximizing the Sharpe Ratio, behavioural finance compiling this information into a format that is easily digestible.
    [Show full text]
  • Sprott Gold Miners ETF Quarterly Index Rebalance August 2021
    Sprott Gold Miners ETF – Portfolio Insights Factors that Matter™ Quarterly Index Rebalance – As of August 26, 2021 Sprott ETFs provide investors with access to innovative and unique indexes that are designed to outperform passive market cap-weighted offerings. Sprott Gold Miners Exchange Traded Fund (NYSE Arca: SGDM) seeks investment results that correspond (before fees and expenses) generally to the performance of its underlying index, the Solactive Gold Miners Custom Factors Index (Ticker: SOLGMCFT). The Index aims to track the performance of larger-sized gold companies whose stocks are listed on Canadian and major U.S. exchanges. The Index uses a transparent, rules-based methodology designed to emphasize larger-sized gold companies with the highest revenue growth, free cash flow yield and the lowest long-term debt to equity. The Index is reconstituted on a quarterly basis to reflect the companies with the highest factor scores. There were no company additions or deletions following the August 26, 2021 rebalancing. Of note for reduced weights, Hecla Mining Company was reduced from 3.03% to 0.39% and K92 Mining Inc. was reduced from 2.96% to 0.55%. Of note for increased weights, Royal Gold Inc. was increased from 0.38% to 4.22% and Wesdome Gold Mines Ltd. was increased from 0.34% to 3.18%. Index Additions ETF Details The August 2021 rebalancing had no additions to the index. Ticker: SGDM Underlying Index: SOLGMCFT Listing Exchange: NYSE Arca Index Removals CUSIP: 85210B 102 The August 2021 rebalancing had no removals to the index. Fund
    [Show full text]
  • The Sunday Investor Week 1: Ending January 8, 2021 S&P/TSX Composite Index Recap by the Sunday Investor
    The Sunday Investor Week 1: Ending January 8, 2021 S&P/TSX Composite Index Recap By The Sunday Investor The S&P/TSX Composite Index gained 609 points, or 3.49%, to close at 18,042 as investors clearly were eager to welcome a hopefully much better year. Canadian energy stocks closed up 9.96% on average as Saudi Arabia announced a surprise oil cut in a new agreement with Russia and other OPEC countries. Utilities were next up with an average gain of 6.23%, though Emera and Fortis were the only two to fall. Most other sectors saw gains in the 1% to 2% range, but pot stocks were the biggest winners of them all as they pulled the Health Care sector to a 13.98% gain. It was a wild start to the year, with Democrats winning control of the U.S. Senate and really setting the stage for Joe Biden to pass his agenda. President Trump’s ban from many social media platforms, and discussions of a second impeachment were more reminiscent of how 2020 was though. It may take some more time to return to normal! Due to the Saudi cuts, the price of U.S. WTI Crude Oil gained $3.72 to close at $52.24 while the discount on Western Canadian Select remained around the same at $14.53. The Canadian – U.S. dollar pair gained 0.31% to 0.7881. The price of gold fell by $52 to $1,850 as global equity markets were all optimistic. Volatility for TSX stocks jumped to 6.16%, and bond yield curves steepened which gave a boost to the banks.
    [Show full text]
  • Daily Gold Update
    Daily Gold Daily Gold Update Precious Metals and Minerals Global Equity Research 12 June 2018 Market Highlights Spot Gold closed up $1.40 (0.11%) to $1,300/oz and is trading near $1,298/oz at present Carey MacRury, Analyst Spot Silver closed up $0.15 (0.89%) to $16.93/oz and is trading near $16.89/oz at present Canaccord Genuity Corp. (Canada) [email protected] S&P/TSX Global Gold index closed up 1.87 basis points (0.99%) to 191.06 1.416.867.6130 Total Gold ETF holdings decreased by 2.53 tonnes to 2,205.5 tonnes (from 2,208.1 tonnes) Rahul Paul, Analyst Canaccord Genuity Corp. (Canada) Figure 1: Sr./Int. Historic P/NAV vs gold price [email protected] 1.416.869.7289 Sr./Int. Historical P/NAV (5% Fwd. Curve Gold) Eric Zaunscherb, Analyst 1.60 $2,000 Canaccord Genuity Corp. (Canada) [email protected] $1,900 1.416.869.7299 1.40 $1,800 Kevin MacKenzie, Analyst Canaccord Genuity Corp. (Canada) $1,700 [email protected] 1.20 $1,600 1.604.643.7357 Dalton Baretto, Analyst $1,500 Canaccord Genuity Corp. (Canada) 1.00 $1,400 [email protected] $1,300 P/NAV Average 1.416.869.7380 P/NAV Multiple Spot Gold Spot Gold (US$/oz) Tom Gallo, Associate Analyst 0.80 $1,200 Canaccord Genuity Corp. (Canada) [email protected] $1,100 1.416.869.3483 0.60 $1,000 Reg Spencer, Analyst Canaccord Genuity (Australia) Ltd. $900 [email protected] 0.40 $800 +61.2.9263.2701 Feb-09 Feb-10 Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-18 Tim McCormack, Analyst Senior P/NAV Multiple P/NAV Average Gold Price Canaccord Genuity (Australia) Ltd.
    [Show full text]
  • Copper-Gold Project, Atacama Region, Chile” Prepared by Goldcorp, Dated February 16, 2010
    Investor Presentation February 2021 THE FUNDAMENTAL INVESTMENT IN THE ENERGY TRANSITION TSX-V: NOVR OTCQB: NOVRF This presentation contains certain "forward looking statements" and certain "forward-looking information" as defin ed under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Th e forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans rel ati n g to the future. Readers are cautioned that such information may notbe appropriate for other purposes. Forward-looking information is subject to kn own and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; th e absence of control over mining operations from wh i ch Nova will purchase metals or from wh i ch it will receive royalty pay men ts and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes
    [Show full text]
  • Osisko Gold Royalties LTD Form F-10 Filed 2019-06-25
    SECURITIES AND EXCHANGE COMMISSION FORM F-10 Registration statement for securities of certain Canadian issuers under the Securities Act of 1933 Filing Date: 2019-06-25 SEC Accession No. 0001047469-19-003848 (HTML Version on secdatabase.com) FILER Osisko Gold Royalties LTD Mailing Address Business Address 1100 AVENUE DES 1100 AVENUE DES CIK:1627272| IRS No.: 000000000 | State of Incorp.:A8 | Fiscal Year End: 1231 CANADIENS-DE-MONTREAL CANADIENS-DE-MONTREAL Type: F-10 | Act: 33 | File No.: 333-232320 | Film No.: 19916919 SUITE 300 SUITE 300 SIC: 1040 Gold and silver ores MONTREAL A8 H3B 2S2 MONTREAL A8 H3B 2S2 514-940-0670 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on June 25, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-10 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Form F-10 OSISKO GOLD ROYALTIES LTD (Exact name of registrant as specified in its charter) Québec, Canada (Province or other jurisdiction of incorporation or organization) 1040 (Primary Standard Industrial Classification Code Number, if applicable) Not applicable (I.R.S. Employer Identification No., if applicable) 1100 avenue des Canadiens-de-Montréal Suite 300, Montreal, Québec H3B 2S2 Tel: (514) 940-0670 (Address and telephone number of Registrant's principal executive offices) C T Corporation System 28 Liberty Street New York, New York 10005 Tel: (212) 894-8940 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) Copies to: André Le Bel Adam M.
    [Show full text]
  • The World's Premier Growth-Oriented Royalty
    THE WORLD’S PREMIER GROWTH-ORIENTED ROYALTY COMPANY CORPORATE PRESENTATION APRIL 2018 Forward Looking Statements Certain statements contained in this presentation may be deemed "forward-looking statements“ within the meaning of applicable Canadian and U.S. securities laws. All statements in this presentation, other than statements of historical fact, that address future events, developments or performance that Osisko Gold Royalties Ltd (the "Corporation” or “Osisko” ) expects to occur, including managements’ expectations regarding the Corporation’s growth, results of operations, estimated future revenues, requirements for additional capital, mineral reserve and mineral resource estimates, production estimates, gold equivalent ounces, production costs and revenue, future demand for and prices of commodities, business prospects and opportunities are forward looking statements based on certain estimates and assumptions, and no assurance can be given that the estimates and assumptions will be realized. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled" and similar expressions or variations (including negative variations), or that events or conditions "will", "would", "may", "could" or "should" occur including, without limitation, that all conditions precedent to the closing of the transaction between the Corporation and Orion Mine Finance Group (the "Transaction")
    [Show full text]
  • Gabelli Gold Fund, Inc. Annual Report — December 31, 2020
    Gabelli Gold Fund, Inc. Annual Report — December 31, 2020 Caesar M. P. Bryan Portfolio Manager To Our Shareholders, For the year ended December 31, 2020, the net asset value (NAV) total return per Class AAA Share of the Gabelli Gold Fund, Inc. was 26.3% compared with a total return of 35.9% for the Philadelphia Gold & Silver (XAU) Index and 24.9% for NYSE Arca Gold BUGS Index (HUI). Other classes of shares are available. See page 3 for performance information for all classes. Enclosed are the financial statements, including the schedule of investments as of December 31, 2020. Performance Discussion (Unaudited) The Fund’s investment objective is to provide investors with long term capital appreciation. The Fund’s investment strategy is to invest at least 80% of its net assets in equity securities of foreign and domestic issuers principally engaged in gold related activities and gold bullion. In selecting investments for the Fund, Gabelli Funds, LLC (the Adviser) focuses on stocks that are undervalued, but which appear to have favorable prospects for growth. Factors considered in this determination include capitalization per ounce of gold production, capitalization per ounce of recoverable reserves, quality of management, and the issuer’s ability to create shareholder wealth. Because most of the world’s gold production is outside of the United States, the Fund expects that a significant portion of its assets may be invested in securities of foreign issuers, including those located in emerging markets. Markets were blindsided by the rapid spread of the Coronavirus, which became fully apparent to investors in February.
    [Show full text]
  • Notice of Annual and Special Meeting of Shareholders and Management Information Circular
    Notice of Annual and Special Meeting of Shareholders and Management Information Circular Our Annual and Special Meeting of the holders of common shares will be held at 3:00 p.m. (Local Time) on May 3rd, 2018 at the Fairmont The Queen Elizabeth. Shareholders may exercise their rights by attending the meeting or by completing a form of proxy. YOUR VOTE AS A SHAREHOLDER IS IMPORTANT. VOTE TODAY. These materials are important and require your immediate attention. If you have questions or require assistance with voting your shares, you may contact Osisko’s proxy solicitation agent: Laurel Hill Advisory Group North American Toll-Free Number: 1-877-452-7184 Collect Calls Outside North America: 416-304-0211 Email: [email protected] March 21, 2018 Dear Fellow Shareholder: Since the creation of Osisko Gold Royalties in 2014, our team has been focused on building our asset base to complement our initial cornerstone 5% net smelter return royalty on Canada’s leading gold operation, the Canadian Malartic Mine. Since then, we have completed two transformational transactions: the acquisition of Virginia Mines Inc. in 2015 and in 2017, the acquisition of 74 royalties, stream and offtake assets from Orion Mine Finance Group. After 45 months, we are proud to have built up our asset base from 7 royalties to 131 royalties, streams and offtakes, increased our annual cash flow (excluding transaction costs) by over 300% and built a rare, Canadian focused business with the highest growth amongst its peers. During that time, we have also strived to innovate on the traditional royalty business model through the creation of the Osisko Accelerator business, whereby we make early stage royalty and equity investments in a number of publicly traded development companies that are pursuing the discovery and development of new orebodies and which we anticipate will become Canada’s next generation of gold mines.
    [Show full text]
  • Toronto Stock Exchange Tsx Venture Exchange Eligibility for Global and Customized Regulatory Regime for Small S&P/Tsx Index Products and Medium-Sized Companies
    A Capital Opportunity A Global Market for Companies LEADERSHIP IN NEW LISTINGS TSX IS A TOP-RANKED DESTINATION FOR GLOBAL IPOs AND NEW LISTINGS 144NEW CORPORATE LISTINGS #2IN NUMBER OF IPOs AND IN 2017 NEW LISTINGS (2016) Source: TSX/TXV Market Intelligence Group, World Federation of Exchanges; as at December 31, 2016, unless otherwise noted; country ranking reflects the total equity capital raised by companies listed on the stock 2 exchanges based in each country and does not include exchange groups that encompass multiple countries. GLOBAL MARKET FOR CAPITAL $55 BILLION RAISED ON TSX/TSXV IN 2017 COUNTRY RANKING: EQUITY CAPITAL RAISED (2016) CHINA & HONG KONG – 1. HKSE, SHANGHAI SE, SHENZEN SE 2. US – NYSE, NASDAQ 34% MORE EQUITY CAPITAL RAISED ON THE 3. CANADA – TSX TSX THAN LSE IN 2016 4. UNITED KINGDOM – LSE 5. AUSTRALIA – ASX Source: TSX/TXV Market Intelligence Group, World Federation of Exchanges; as at December 31, 2016, unless otherwise noted; country ranking reflects the total equity capital raised by companies listed on the stock 3 exchanges based in each country and does not include exchange groups that encompass multiple countries. A TRULY DIVERSE MARKET $3 TRILLION OF MARKET CAPITALIZATION ACROSS DIVERSE SECTORS [CATEGORYReal ETFs/Closed- Estate,NAME], End Funds/ [VALUE]$98B SPACs/CPCs, $156B Innovation, Financial $160B Services, $856B [CATEGORY Comm & NAME], Media, [VALUE] $191B Consumer Products, $3T $285B TOTAL MARKET CAPTIALIZATION Mining, $293B Energy, $565B Industrials, $340B As at or YTD September 30, 2017. 4 $5 TRILLION
    [Show full text]