Canadian Goldfields Appoints Chris Kinver to Board of Directors

Rhea-AI Summary

Canadian Goldfields Discovery Corp (OTCQB: CGMXF) appointed Chris Kinver to the board and added James Burns, Mike Hofer and Mick Carew to a new advisory board.

The company adopted a SBC Plan with a 9,380,000 award cap and approved grants of 9,350,000 options at $0.45 and (subject to shareholder approval) 7,925,000 RSUs. An investor relations contract was signed for $3,000/month plus 50,000 options.

Positive

• Added experienced mining and capital-markets advisors to board and advisory board
• SBC Plan sets a fixed 9,380,000 award cap for share-based compensation
• Board approved grants of 9,350,000 options at $0.45 (five-year term)
• Investor relations engagement secured with defined cash and option payments

Negative

• Potential shareholder dilution from 9,350,000 options and 7,925,000 RSUs (RSUs subject to approval)
• RSU grants require shareholder approval, creating execution risk and timing uncertainty
• Investor relations options vest quarterly, adding near-term dilution pressure

Vancouver, British Columbia--(Newsfile Corp. - March 13, 2026) - Canadian Goldfields Discovery Corp. (TSXV: CGM) (OTCQB: CGMXF) (the "Company") is pleased to announce the appointment of Mr. Chris Kinver to the Company's Board of Directors.

Mr. Kinver is a Mining Engineer with over 20 years' 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. ("K92"), 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 Corporation'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 Mtpa 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 Corporation 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 CEO and Vice Chairman of a publicly traded Alberta-based company with more than 2,500 employees, he was a partner at the Gordon Investment Corporation whose major shareholders included GE Capital, Kuwait Investment Office, Yasuda Trust and Banking, CIBC 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 track 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

The Company also announces the adoption of a fixed securities base compensation plan (the "SBC Plan"). 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 Restricted Share Units (as defined in the SBC Plan) and Deferred Share Units (as defined in the SBC Plan) (Restricted Share Units and Deferred Share Units collectively referred to as "Awards"). The maximum number of Awards that may be granted under the SBC Plan is fixed at 9,380,000. Further, the maximum number of shares for which Awards and other share compensation issuable to: (i) any participant shall not exceed 5% of the outstanding shares within any one year period, (ii) a consultant shall not exceed 2% of the outstanding shares within any one year period; and (ii) insiders as a group shall not exceed 10% 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 (the "AGM").

The Company's board of directors has approved the grant of 9,350,000 stock options, exercisable at a price of $0.45 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, advisors 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 September 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 $0.45 per share for a period of five years from the date of grant. The options will vest in equal tranches of 25% 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.

Additional Information

John G. Booth
Chief Executive Officer
Canadian Goldfields Discovery Corp.
Phone: (604) 802-4447
Email: info@canadiangoldfields.com

Forward-Looking Statements

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by many material factors, many of which are beyond their respective control. Such factors include, among other things: risks and uncertainties relating to the Company's limited operating history and the Company's planned exploration program for the Miminiska Gold Property is subject to change. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company does not undertake to publicly update or revise forward looking information.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288357

FAQ

Who joined Canadian Goldfields (CGMXF) board and advisory board on March 13, 2026?

Chris Kinver joined the board; James Burns, Mike Hofer and Mick Carew joined the advisory board. According to the company, these additions bring mining, environmental and capital-markets experience to CGMXF ahead of 2026 work.

What is the size of the new SBC Plan and award limits for CGMXF?

The SBC Plan has a fixed maximum of 9,380,000 awards. According to the company, individual, consultant and insider limits (5%, 2%, 10%) apply within any 12-month period.

How many stock options and RSUs did CGMXF approve on March 13, 2026?

The board approved 9,350,000 stock options at $0.45 and 7,925,000 RSUs (RSUs subject to shareholder approval). According to the company, options expire in five years and RSUs expire in three years.

What are the terms of the investor relations engagement for CGMXF?

The investor relations agreement pays $3,000 per month and includes 50,000 options at $0.45. According to the company, the engagement runs March 11 to September 11, 2026 and then month-to-month subject to exchange acceptance.

Could the approved grants affect CGMXF shareholders immediately?

Yes — options granted are exercisable and RSUs could convert to shares if approved. According to the company, options vest per plan terms and RSUs require AGM approval, creating potential near-term dilution.

What strategic purpose did Canadian Goldfields cite for these changes (CGMXF)?

The company said appointments and the SBC Plan aim to support a fully funded 2026 exploration program. According to the company, the moves are intended to strengthen management, technical and investor relations capacity.