(TheNewswire)
August 10, 2023 – TheNewswire –Cosigo Resources Ltd. (the“Corporation”) (NEX:CSG.H) reports:
Grant of Stock Options
RESOLVED THAT:
1. subject to theterms of the Corporation’s long term incentive plan (the“ Plan ”), options to purchase an aggregate of 6,200,000 commonshares in the capital of the Corporation at a strike price per sharewhich is equivalent to the minimum exercise price as defined by theTSX/NEX Exchange (the “ Exchange ”), the options, are hereby grantedto the officers, employees and consultant of the Corporation set outin the table below (the “ Optionees ”), on such other terms andconditions as any director or officer may approve and is consistentwith the Plan, such approval shall be evidenced by the execution anddelivery of Option Agreements (as defined below):
Name of Optionee | No. of Options | Exercise Price (per share) | Vesting Date |
Hector Mario Cuevas | 500,000 | $0.05 | Immediately Upon Grant |
Robert Collawn | 700,000 | $0.05 | Immediately Upon Grant |
Ian Gibson | 500,000 | $0.05 | Immediately Upon Grant |
Andres Rendle | 900,000 | $0.05 | Immediately Upon Grant |
Maria del Pilar Patarroyo | 700,000 | $0.05 | Immediately Upon Grant |
Gregory Jackson | 700,000 | $0.05 | Immediately Upon Grant |
John Palumbo | 200,000 | $0.05 | Immediately Upon Grant |
Diego Erazo | 200,000 | $0.05 | Immediately Upon Grant |
Gerry Rayner | 200,000 | $0.05 | Immediately Upon Grant |
Dirk Muntingh | 500,000 | $0.05 | Immediately Upon Grant |
Erik Ostensoe | 300,000 | $0.05 | Immediately Upon Grant |
Richard Hughes | 200,000 | $0.05 | Immediately Upon Grant |
Mario Chaves | 100,000 | $0.05 | Immediately Upon Grant |
Ricardo Tobon | 100,000 | $0.05 | Immediately Upon Grant |
Juan Carlo Salgado | 100,000 | $0.05 | Immediately Upon Grant |
Cole Mooney | 200,000 | $0.05 | Immediately Upon Grant |
Elizabeth Huertas | 100,000 | $0.05 | Immediately Upon Grant |
2. the Options shallbe exercisable in whole or in part at any time and from time to timeprior to 5:00 p.m. (Vancouver time) on August 10, 2028;
3. [$0.05] per share,is hereby fixed as the consideration for the issuance of the commonshares to be issued upon any exercise of the Options;
4. any one director orofficer of the Corporation is hereby authorized and directed toexecute and deliver to each Optionee an option agreement (the“ OptionAgreement ”) on such terms and conditions asany such director or officer may determine, but in each caseconsistent with the terms of the Plan and this resolution, suchdetermination to be conclusively evidenced thereby;
5. the common shares over which Options aregranted to the Optionees in accordance with paragraph 1 are herebyallotted to the Optionees and upon receipt from an Optionee of awritten exercise form and the exercise price, the common shares forwhich Options are duly exercised shall be issued as fully paid andnon-assessable common shares in the capital of the Corporation, andthe stated capital account of the Corporation maintained for thecommon shares shall be adjusted accordingly;
6. the Corporation, or any transfer agentand registrar of the Corporation, is hereby authorized to deliver tothe Optionees exercising Options share certificates representing theappropriate number of common shares being purchased on exercise, andto register as shareholders of the Corporation the persons directed inaccordance with the particulars contained in each exercise form, allwithout charge to such persons; and
7. the maximum numberof common shares over which Options become effective in accordancewith this resolution be reserved for issuance on the exercise ofOptions, provided that when and if any Options terminate or becomevoid, the common shares so reserved for such Options shall no longerbe so reserved and shall become available for further or other grantsof options.
Director Renumeration
RESOLVED THAT:
1. Directorrenumeration be fixed on an annual basis to the following:
Hector Mario Cuevas $20,000
Ian Gibson $20,000
2 . Renumeration is effective as of January 1, 2023.
General
1. any one director orofficer is hereby authorized and directed, for and on behalf of theCorporation, to deliver all such other documents and to do all suchother acts and things as they may determine to be necessary ordesirable in order to give effect to the matters contemplated by theseresolutions, including, without limitation, issuing any press releaseor completing any regulatory filings as may be required under theCorporate Finance Manual of the TSX Venture Exchange or NEX Exchange,such determination to be conclusively evidenced thereby;
2. all prior actionstaken by any officer or director of the Corporation in connection withany matter referred to in any of the foregoing resolutions be and arehereby approved, ratified and confirmed in all respects on behalf ofthe Corporation; and
3. the foregoingresolutions may be signed in counterpart by original or facsimilesignature and each such counterpart when taken together shallconstitute one and the same resolution or documents andnotwithstanding the date of execution of each such counterpart, shallbe deemed to bear the effective date set forth below.
(Signature Page follows)
The undersigned, being all of the directors of theCorporation, pursuant to provisions of the Business Corporations Act (British Columbia) by their signatures hereto hereby consentto the foregoing resolutions.
EFFECTIVE the_10_ day of August 2023.
Robert Collawn | Andres Rendle |
Ian Gibson | Hector Mario Cuevas |
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