Mr. John Booth reports
CANADIAN GOLDFIELDS APPOINTS CHRIS KINVER TO BOARD OF DIRECTORS
Canadian Goldfields Discovery Corp. has appointed Chris Kinver to the company's board of directors.
Mr. Kinver is a mining engineer with over 20 years of experience in the mining industry, predominantly in senior management roles across underground operations and mine development.
He currently serves as vice-president, projects and engineering, at K92 Mining Inc., where he previously held positions including project director for the Kora expansion and mine manager. Prior to joining K92, Mr. Kinver was project manager for OceanaGold Corp.'s Didipio underground mine in the Philippines for approximately three years, where he successfully led the transition of the operation from an open-pit mine to a 1.6-million-tonne-per-annum long-hole stoping underground operation, delivered safely, on time and on budget. Earlier in his career, Mr. Kinver held senior operational leadership roles, including underground mine manager with BHP Billiton at the Perseverance nickel mine, one of the largest underground mining operations in Western Australia, and underground mine manager with Barrick Gold Corp. at the Plutonic gold mine in Western Australia. He also worked as a principal engineer with the mining consulting firm Wardell Armstrong LLP. Mr. Kinver holds a bachelor of engineering (mining and mineral engineering) with honours from the Camborne School of Mines and a First Class Western Australian Mine Manager's Certificate. He has held statutory mine management positions in Australia, and holds professional registrations with the Institution of Engineers Australia, the Engineering Institution of Zambia and the Engineers Registration Board of Tanzania.
Additional to the appointment of Mr. Kinver, the company is pleased to announce the appointments of James Burns, Mike Hofer and Mick Carew to a newly formed advisory board.
Mr. Burns is an experienced business leader and has spent most of his career as a private equity investor, manager of investments and operator. Prior to a former position as chief executive officer and vice-chairman of a publicly traded Alberta-based company with more than 2,500 employees, he was a partner at the Gordon Investment Corp., the major shareholders of which included GE Capital, Kuwait Investment Office, Yasuda Trust and Banking, Canadian Imperial Bank of Commerce, and Hutchison Whampoa. Mr. Burns was also previously managing director at Gordon Capital and managing director at CIBC Wood Gundy. Mr. Burns experience also includes a past role as chief of staff to Canada's deputy prime minister, as well as chair of the chief of staffs committee. He holds a graduate degree from the London School of Economics & Political Science, and an undergraduate degree from The Stephen J.R. Smith School of Business.
Mr. Hofer is an environmental professional and the principal of Headlands Environmental, an environmental services company with a record of success managing a variety of projects for all levels of industry, government and first nations. While Mr. Hofer's experience is international, his primary focus has been in Canada on large-scale environmental, land-use and infrastructure projects in collaboration with first nations.
Dr. Carew is a PhD geologist with over 25 years in the mining sector. His extensive experience spans major companies like BHP and Ivanhoe Mines, where he focused on exploration across Australia, Canada and Asia. Dr. Carew was also a mining equity analyst with Haywood Securities. He provides a combination of on-the-ground exploration success alongside extensive project/technical assessment experience and capital market/company analysis.
Canadian Goldfields chief executive officer and director John G. Booth states: "Post the recent acquisition of the Miminiska gold project in Ontario and concurrent equity financing, the company has attracted outstanding new additions to an already strong team as evidenced within today's news release. In anticipation of an upcoming and fully funded 2026 exploration program, we look forward to continuing updating shareholders as we advance corporately and on the ground."
Adoption of security-based compensation plan and grant of stock options and RSUs (restricted share units)
The company also announces the adoption of a fixed securities base compensation (SBC) plan. The SBC plan's purpose is to: (i) provide the company with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants; (ii) align the interest of such directors, officers, employees and consultants with that of other shareholders of the company; and (iii) enable and encourage them to participate in the long-term growth of the company.
The SBC plan permits the grant of RSUs (as defined in the SBC plan) and deferred share units (DSUs) (as defined in the SBC plan). The maximum number of awards that may be granted under the SBC plan is fixed at 9.38 million. Further, the maximum number of shares for which awards and other share compensation issuable to: (i) any participant shall not exceed 5 per cent of the outstanding shares within any one-year period, (ii) a consultant shall not exceed 2 per cent of the outstanding shares within any one-year period; and (ii) insiders as a group shall not exceed 10 per cent of the outstanding shares. No persons providing investor relations activities may be granted awards under the SBC plan. All awards are subject to a mandatory one year vesting requirement. The SBC plan is subject to approval of the shareholders at the company's new annual general meeting (AGM).
The company's board of directors has approved the grant of 9.35 million stock options, exercisable at a price of 45 cents per common share for a period of five years, and (subject to shareholder approval at the company's next annual general meeting) 7,925,000 RSUs that entitle the holder to a common share of the company to directors, advisers and various consultants. Of the stock options granted, 50,000 are granted for investor relations and subject to the 12-month vesting requirements under the TSX Venture Exchange rules. The RSUs have a one-year vesting period and expire three years from grant.
Investor relations engagement
The company also announces that it has entered into an investor relations agreement, dated March 11, 2026, with Conrad Orzel, whereby the company has engaged Mr. Orzel for a period from March 11, 2026, to Sept. 11, 2026, to provide inbound and outbound communications management, non-deal road show management, and investor meeting management services to the company. In consideration of the services, the company will pay $3,000 per month and grant 50,000 stock options at 45 cents per share for a period of five years from the date of grant. The options will vest in equal tranches of 25 per cent every three months following their grant date.
Following the initial term, the agreement shall automatically renew on a month-to-month basis, unless terminated. The agreement is subject to acceptance by the TSX Venture Exchange.
Mr. Orzel is based in Vancouver, B.C. Other than the options, Mr. Orzel does not hold any of the company's securities.
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