EXHIBIT 99.1

NOMAD ROYALTY COMPANY LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of Nomad Royalty Company Ltd. (the “Corporation” or “Nomad”):

NOTICE IS HEREBY GIVEN that the virtual annual and special meeting (the “Meeting”) of the holders of common shares of the Corporation (the “Common Shares”) will be held at 4:00 p.m. (eastern time) on May 10, 2021.

This year, we will hold our Meeting in a virtual only format, which will be conducted via live audio webcast which can be accessed after registering at the following link https://bit.ly/3rSOqHP. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.

The Meeting will be held for the following purposes:

The Circular and a form of proxy accompanies this Notice of Annual and Special Meeting.

In addition to being able to vote at the appropriate time during the Meeting, registered shareholders and duly appointed proxyholders will be able to participate in the Meeting and ask questions, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Non-registered (or beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting. To access the Meeting, follow the instructions below:

The Corporation recommends that you log in by 3:45 p.m. (eastern time) on May 10, 2021. It is important to ensure you are connected to the internet at all times in order to vote when balloting commences. You are responsible for ensuring internet connectivity for the duration of the Meeting.

Registered shareholders who are unable to participate in the Meeting are kindly requested to specify on the accompanying form of proxy the manner in which the shares represented thereby are to be voted, and to sign, date, and return same in accordance with the instructions set out in the form of proxy and the Circular.

A registered Shareholder or a shareholder who does not hold shares of the Corporation in its own name (a “Beneficial Shareholder”) who desires to appoint a person other than those identified on the form of proxy or voting instruction form to represent him, her or it at the online Meeting, or any adjournment thereof, may do so by inserting such person’s name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the nominees identified on the form of proxy or voting instruction form attend and participate at the online Meeting as your proxy and vote your Common Shares, including if you are a Beneficial Shareholder and wish to appoint yourself as a proxyholder to attend, participate and vote at the virtual Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a four-digit username to attend, participate and vote at the Meeting. Without a username, proxyholder will not be able to register in order to participate, submit questions online and vote virtually at the Meeting. To register a proxyholder, shareholders MUST visit http://www.computershare.com/NomadRoyalty and provide Computershare Investor Services Inc. (the “Transfer Agent”) with their proxyholder’s contact information, so that the Transfer Agent may provide the proxyholder with a four-digit username via email. The username will be required for proxyholders to register for the Meeting in accordance with the steps 1 to 3 above and attend and vote at the Meeting which will be held through a live audio webcast.

The board of directors has fixed a record date of March 30, 2021 for the Meeting. Accordingly, shareholders registered on the books of Nomad at the close of business on March 30, 2021 are entitled to receive notice of the Meeting and are entitled to vote thereat.

Dated at Montreal, Québec, Canada this 7^th day of April, 2021.

By order of the board of directors,

(signed) Elif Lévesque

Elif Lévesque
Chief Financial Officer and Corporate Secretary

EXHIBIT 99.2

Notice of Annual and Special Meeting of Shareholders and Management Information Circular

We will hold our Annual and Special Meeting of the holders of common shares in a virtual only format on May 10, 2021 at 4:00 p.m. (eastern time)

Shareholders may exercise their rights by attending the meeting by audio webcast or by completing a form of proxy. 

Dear Shareholders,

Coming into 2020, we had a vision to create a new generation precious metals royalty and streaming company so that we could seize a great opportunity which we believe currently exists in the royalty and streaming market to build the next major royalty company and deliver significant returns to our shareholders along the way. With an experienced management team that is well versed in all aspects of the streaming business, a portfolio that generates significant free cash flow, meaningful scale, great commodity exposure, optionality and significant financial partners, Nomad has all the ingredients for success in terms of delivering on this vision and strategy.

When we created Nomad, above all, we wanted to build a business where we can think like owners first. To this end, senior management's ownership represents 2.5% of the total issued and outstanding shares of Nomad, ensuring that every decision that we make, from acquisitions to dividends, is based on the near, medium and long term impact they will have on our business and Nomad's share price. Furthermore, as the three founders, we have further aligned ourselves with shareholders by electing to receive the cash portion of our compensation in shares (equity-based awards) for the first 12 months of operations following the initial listing. We have also designed our compensation to be closely aligned with the Corporation’s share price performance. We are shareholders first.

This state of mind is what allowed us to drive our business forward despite very challenging conditions during 2020. Despite the global pandemic, and through highly uncertain and difficult market conditions, we completed the acquisition of assets from Orion Resource Partners and Yamana Gold Inc. for a total value of US$333.3 million and a financing of C$13.3 million and subsequent listing on the Toronto Stock Exchange (the “TSX”). Our common shares started trading on TSX under the symbol “NSR” on May 29, 2020 and we have been focused on executing our business plan ever since.

In the second half of 2020, we initiated a competitive dividend policy, listed on the OTCQX market, increased our financial capacity through a revolving credit facility of up to US$75 million and completed four accretive royalty transactions.

The good news is that this heavy lifting is behind us and we have built a solid foundation upon which to continue to grow our business. We now have a total of 14 royalty and stream interests, of which six are on producing mines and are generating cash flow, have over US$100 million available to deploy into new opportunities and are singularly focused on executing the Corporation’s strategy. All of the ingredients that are crucial to continue on our growth trajectory are in place.

2021 Management Information Circular

We are also very conscious of the environmental, social, and governance ("ESG") considerations of our industry and believe that royalty and streaming companies need to collaborate with operators to achieve positive outcomes. We are the first royalty and streaming company to include ESG incentives directly into our offer letters with the goal of becoming direct collaborators either to reduce the environmental footprint of the operator or to be a part of their governance and social initiatives from day one of our implication.

We seek to become an investment of choice through our diversified portfolio of assets, competitive dividend policy and determination to become a real partner to operators to improve their ESG profile and our strong balance sheet.

We would like to take this opportunity to thank you, our shareholders, for your support and investment in Nomad.

Invest in fresh thinking. 

2021 Management Information Circular

2021 Management Information Circular

NOMAD ROYALTY COMPANY LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of Nomad Royalty Company Ltd. (the “Corporation” or “Nomad”):

NOTICE IS HEREBY GIVEN that the virtual annual and special meeting (the “Meeting”) of the holders of common shares of the Corporation (the “Common Shares”) will be held at 4:00 p.m. (eastern time) on May 10, 2021.

This year, we will hold our Meeting in a virtual only format, which will be conducted via live audio webcast which can be accessed after registering at the following link https://bit.ly/3rSOqHP. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.

The Meeting will be held for the following purposes:

The Circular and a form of proxy accompanies this Notice of Annual and Special Meeting.

2021 Management Information Circular

In addition to being able to vote at the appropriate time during the Meeting, registered shareholders and duly appointed proxyholders will be able to participate in the Meeting and ask questions, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Non-registered (or beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting. To access the Meeting, follow the instructions below:

The Corporation recommends that you log in by 3:45 p.m. (eastern time) on May 10, 2021. It is important to ensure you are connected to the internet at all times in order to vote when balloting commences. You are responsible for ensuring internet connectivity for the duration of the Meeting.

Registered shareholders who are unable to participate in the Meeting are kindly requested to specify on the accompanying form of proxy the manner in which the shares represented thereby are to be voted, and to sign, date, and return same in accordance with the instructions set out in the form of proxy and the Circular.

A registered Shareholder or a shareholder who does not hold shares of the Corporation in its own name (a “Beneficial Shareholder”) who desires to appoint a person other than those identified on the form of proxy or voting instruction form to represent him, her or it at the online Meeting, or any adjournment thereof, may do so by inserting such person’s name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the nominees identified on the form of proxy or voting instruction form attend and participate at the online Meeting as your proxy and vote your Common Shares, including if you are a Beneficial Shareholder and wish to appoint yourself as a proxyholder to attend, participate and vote at the virtual Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a four-digit username to attend, participate and vote at the Meeting. Without a username, proxyholder will not be able to register in order to participate, submit questions online and vote virtually at the Meeting. To register a proxyholder, shareholders MUST visit http://www.computershare.com/NomadRoyalty and provide Computershare Investor Services Inc. (the “Transfer Agent”) with their proxyholder’s contact information, so that the Transfer Agent may provide the proxyholder with a four-digit username via email. The username will be required for proxyholders to register for the Meeting in accordance with the steps 1 to 3 above and attend and vote at the Meeting which will be held through a live audio webcast.

The board of directors has fixed a record date of March 30, 2021 for the Meeting. Accordingly, shareholders registered on the books of Nomad at the close of business on March 30, 2021 are entitled to receive notice of the Meeting and are entitled to vote thereat.

2021 Management Information Circular  

Dated at Montreal, Québec, Canada this 7^th day of April, 2021.

By order of the board of directors,

(signed) Elif Lévesque

Elif Lévesque
Chief Financial Officer and Corporate Secretary

2021 Management Information Circular 

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the “Circular”) is provided in connection with the solicitation of proxies by the management of Nomad Royalty Company Ltd. (the “Corporation” or “Nomad”) for use at the annual and special meeting of the shareholders of the Corporation (the “Shareholders”) to be held on May 10, 2021 at 4:00 p.m. (eastern time) (the “Meeting”) and at every adjournment thereof. Except where otherwise indicated, this Circular contains information as of the close of business on April 7, 2021 and all currency amounts are shown in Canadian dollars unless otherwise specified. The Meeting will be held in a virtual only format, which will be conducted via live audio webcast which can be accessed after registering at the following link https://bit.ly/3rSOqHP. Shareholders will not be able to physically attend the Meeting. For a summary of how Shareholders may attend the Meeting online, see “Instructions on Voting at the Meeting” below.

PROXY MATTERS AND VOTING INFORMATION

Solicitation of Proxies

The enclosed proxy is being solicited by the management of the Corporation. Solicitation will be primarily by mail but proxies may also be solicited by telephone, or personally by directors, officers or employees of the Corporation. The Corporation will bear all expenses in connection with the solicitation of proxies. In addition, the Corporation shall, upon request, reimburse brokerage firms and other custodians for their reasonable expenses in forwarding proxies and related material to beneficial owners of the common shares of Nomad (the “Common Shares”).

Instructions on Voting at the Meeting  

In order to protect the health and safety of its Shareholders, employees, families and others who usually attend such meeting, this year there will be no physical Meeting location. The Meeting will be conducted by way of a live audio webcast through a virtual platform with integrated slides and balloting. We hope that hosting a virtual meeting will increase participation by our Shareholders, as it will enable Shareholders to more easily attend the Meeting regardless of their geographic location. Shareholders will not be able to physically attend the Meeting. Even if you plan on attending the Meeting, we nonetheless recommend to vote prior to the Meeting in order to tabulate your vote in advance.

In addition, to being able to vote at the appropriate time during the Meeting, registered Shareholders and duly appointed proxyholders will be able to attend the virtual Meeting and vote in real time, provided they are connected to the internet and follow the instructions in this Circular. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as guests but will not be able to vote at the virtual Meeting.

2021 Management Information Circular 

Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including a non-registered Shareholder who wishes to appoint themselves to attend the virtual Meeting) must carefully follow the instructions in this Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Investor Services Inc. (the “Transfer Agent”), after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with the Transfer Agent will result in the proxyholder not receiving a four-digit username via email to participate in the virtual Meeting and only being able to attend as a guest. Guests will be able to listen to the virtual Meeting but will not be able to vote.

We encourage you to log into the Meeting at least 15 minutes prior to the commencement of the Meeting. You may begin to log into the Meeting virtual platform beginning at 3:45 p.m. (eastern time) on May 10, 2021. The Meeting will begin promptly at 4:00 p.m. (eastern time) on May 10, 2021.

How to Vote

You have two ways to vote your Common Shares:

Registered Shareholders and duly appointed proxyholders (including non-registered Shareholders who have duly appointed themselves as proxyholder) that attend the Meeting online will be able to vote by completing a ballot online, when called for, during the Meeting through the virtual platform.

Guests (including non-registered Shareholders who have not duly appointed themselves as proxyholder) can log into the Meeting as set out below. Guests will be able to listen to the Meeting but will not be able to vote during the Meeting.

To Access and Vote at the Virtual Meeting

2021 Management Information Circular   

The persons named in the enclosed form of proxy are executive officers of the Corporation. A Shareholder has the right to appoint a person, who need not be a Shareholder of the Corporation, other than the persons designated in the accompanying form of proxy, to attend and act on his or her behalf at the Meeting. A registered Shareholder or a Beneficial Shareholder (as defined below) who desires to appoint a person other than those identified on the form of proxy or voting instruction form to represent him, her or it at the online Meeting, or any adjournment thereof, may do so by inserting such person’s name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the nominees identified on the form of proxy or voting instruction form attend and participate at the online Meeting as your proxy and vote your Common Shares, including if you are a Beneficial Shareholder and wish to appoint yourself as a proxyholder to attend, participate and vote at the virtual Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a four-digit username to attend, participate and vote at the Meeting. Without a username, proxyholder will not be able to register in order to participate, submit questions online and vote virtually at the Meeting. To register a proxyholder, shareholders MUST visit http://www.computershare.com/NomadRoyalty and provide Computershare Investor Services Inc. (the “Transfer Agent”) with their proxyholder’s contact information, so that the Transfer Agent may provide the proxyholder with a four-digit username via email. The username will be required for proxyholders to register for the Meeting in accordance with the steps 1 to 3 above and attend and vote at the Meeting which will be held through a live audio webcast. If you are Beneficial Shareholder and do not appoint yourself as proxyholder, you will still be able to participate as a guest.

To register a third party proxyholder, Shareholders must visit https://www.computershare.com/NomadRoyalty by 4:00 p.m. (eastern time) on May 6, 2021 and provide the Transfer Agent with the required proxyholder contact information, so that the Transfer Agent may provide the proxyholder with a four-digit username via email.

Revocability of Proxy

You can revoke your proxy at any time, by voting again, by submitting a new completed proxy form or voting information form not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time fixed for holding the Meeting. A Shareholder who has given a form of proxy may also revoke it prior to a vote being cast pursuant to its authority by an instrument in writing executed by such Shareholder or by such Shareholder’s attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized and deposited either with the Secretary of Corporation at Nomad’s head office, located at 1275 Avenue Des Canadiens-de-Montréal, Montreal, Québec H3B 0G4 , Canada, or at the below-mentioned office of the Transfer Agent on or before the last Business Day preceding the day of the Meeting, or any adjournment thereof. If you have followed the process for participating in and voting at the Meeting online, casting your vote online during the Meeting will revoke your previous proxy.

Beneficial Shareholders will have different methods and should carefully follow the instructions provided to them from their intermediary.

2021 Management Information Circular 

Beneficial Shareholders

A beneficial Shareholder is a Shareholder whose shares are registered in the name of a representative, such as an investment dealer or another intermediary (collectively, “Intermediaries”), rather than in the Shareholder’s name (a “Beneficial Shareholder”). Most of the Corporation’s Shareholders are Beneficial Shareholders.

In accordance with Canadian securities legislation, the Meeting materials are being sent to both registered and Beneficial Shareholders. There are two types of Beneficial Shareholders − Shareholders who have objected to the disclosure of their identities and share positions (“OBO’s”) and Shareholders who do not object to the Corporation knowing who they are (“NOBO’s”).

In the case of NOBO’s, Meeting materials have either (a) been sent by the Corporation (or its agent) directly to NOBO’s, or (b) been sent by the Corporation (or its agent) to intermediaries holding on behalf of NOBO’s for distribution to such Shareholder. If you are a NOBO and the Corporation (or its agent) has sent the Meeting materials directly to you, your personal information has been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.

As it relates to OBO’s, the Corporation intends to pay Intermediaries to send proxy-related materials and voting instruction forms to OBO’s. Most intermediaries delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge mails a voting instruction form (“VIF”) in lieu of a form of proxy provided by Nomad. For your Common Shares to be voted, you must follow the instructions on the VIF that is provided to you. You can complete the VIF by: (i) calling the phone number listed thereon; (ii) mailing the completed VIF in the envelope provided; or (iii) using the internet at www.proxyvote.com.

Voting by Proxy 

Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting and vote in real time, provided they are connected to the internet and follow the instructions herein. However, voting by proxy is the easiest way to vote because you can appoint anyone to be your proxyholder to attend the Meeting and vote your Common Shares according to your instructions. This person does not need to be a Shareholder.

Voting by proxy can easily be completed by way of the internet or by returning the proxy card. Completed and signed proxies must be deposited at the office of the Corporation’s registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8^th Floor, Toronto, Ontario, M5J 2Y1, and must be received not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the Chair of the Meeting elects to exercise his discretion to accept proxies received subsequently. Internet voting can be completed at http://www.investorvote.com. Beneficial Shareholders will have different voting methods and are encouraged to carefully follow the instructions provided on the VIF.

2021 Management Information Circular 

If you are a Beneficial Shareholder and wish that your voting rights be exercised on your behalf by a proxyholder, you must appoint yourself as proxyholder in order to vote at the Meeting. If you are Beneficial Shareholder and do not appoint yourself as proxyholder, you will still be able to participate as a guest.

Exercise of Discretion by Proxyholders

Common Shares represented by properly executed proxies in favour of the persons designated in the enclosed form of proxy will be voted or withheld from voting on any ballot that may be called for and, if the Shareholder specifies a choice in respect of the matters to be voted upon, the Common Shares shall be voted or withheld from voting in accordance with the specification made by the Shareholder. If no specification is made, such Common Shares will be voted FOR all of the following agenda items: (i) the election of each of the proposed nominees as directors of the Corporation for the ensuing year; (ii) the appointment of PricewaterhouseCoopers LLP as independent auditor of the Corporation and the fixing of its remuneration by the directors; (iii) the approval of the consolidation of Common Shares on a 1 for up to 20 basis; and (iv) the approval, in an advisory, non-binding capacity, the Corporation’s approach to executive compensation. These Items are further described and discussed in the Circular.

The enclosed proxy confers discretionary authority upon the persons named therein to vote as he or she sees fit with respect to amendments or variations to matters identified in the notice relating to the Meeting and other matters which may properly come before the Meeting. At the date of this Circular, the management of the Corporation is not aware that any such amendments, variations, or other matters are to be presented for action at the Meeting.

Voting Results  

Following the Meeting of Shareholders, a report on the voting results will be filed with the Canadian securities regulatory authorities at www.sedar.com.

VOTING SECURITIES

As of April 7, 2021, there were 566,364,957 issued and outstanding Common Shares of the Corporation. Each Common Share entitles the holder thereof to one vote. The Corporation has fixed March 30, 2021 as the record date (the “Record Date”) for the purpose of determining Shareholders entitled to receive notice of the Meeting. Holders of Common Shares of record at the close of business on the Record Date will be entitled to one vote for each Common Share held by them on such date. Pursuant to the Canada Business Corporations Act (the “CBCA”), the Corporation is required to prepare, no later than 10 days after the Record Date, an alphabetical list of Shareholders entitled to vote as of the Record Date that shows the number of shares held by each Shareholder. A Shareholder whose name appears on the list referred to above is entitled to vote the shares shown opposite his, her or its name at the Meeting. A Shareholder of record on the Record Date will be entitled to vote those shares included in the list of Shareholders entitled to vote at the Meeting, even though the Shareholder may subsequently dispose of his or her shares. No Shareholder who has become a Shareholder after the Record Date will be entitled to attend or vote at the Meeting or any adjournment(s) thereof. The list of Shareholders is available for inspection during usual business hours at the registered office of the Corporation, 1275 Avenue des Canadiens-de-Montréal, Suite 500, Montreal, Québec H3B 0G4, and at the Meeting.

2021 Management Information Circular 

PRINCIPAL HOLDER OF VOTING SECURITIES

To the knowledge of the directors and executive officers of the Corporation and according to the latest data available as of April 7, 2021, there are two Shareholders owning, directly or indirectly, or exercising control or direction over more than 10% of the voting rights attached to all Common Shares.

NOTES:

Investor Rights Agreement 

The following is a summary of certain rights of Orion Mine Finance Fund II LP and Orion Mine Finance Fund III LP and OMF Fund II (LI) LP (collectively, the “Orion Group”) under the investor rights agreement (the ‘‘Investor Rights Agreement’’) entered into by the Corporation, the Orion Group and Yamana Gold Inc. (“Yamana”) in the context of the completion of the vend-in transactions involving the acquisition of certain assets from the Orion Group, Yamana and Serra Da Borda Mineração E Metalurgia S.A. (the “Vend-In Transactions”), which summary is not intended to be complete. The Corporation incorporates herein by reference the information pertaining to the Investor Rights Agreement contained in the Annual Information Form of the Corporation for the year ended December 31, 2020 (the “AIF”). The AIF and Investor Rights Agreement may be viewed on SEDAR website at www.sedar.com under the Corporation’s profile and on the Corporation’s website at www.nomadroyalty.com.

Nomination Rights

Under the Investor Rights Agreement, for so long as the Orion Group holds at least 50% of the issued and outstanding Common Shares, it will have the right to nominate for election 50% (rounded up to the nearest whole number) of the directors on the board of directors (the “Board”); provided that, the foregoing right will be reduced proportionately in increments of 10% commensurate with the Orion Group’s ownership, subject to the condition that the Orion Group must hold at least 10% of the Common Shares in order to have the right to propose nominees for election as directors. The Orion Group has decided to exercise its nomination rights with respect to three of the eight proposed nominees for election at the Meeting, namely: Mr. Istvan Zollei, Mr. Matthew Gollat and Ms. Susan Kudzman.  

2021 Management Information Circular 

For as long as the Orion Group holds at least 10% of the issued and outstanding Common Shares, the Orion Group shall be entitled to designate, amongst the Orion Nominees who have been duly elected as directors of the Corporation, a member on each of the standing committees of the Board, including, unless prohibited by applicable securities laws or the rules of the TSX, the Audit Committee.

To allow the Orion Group to exercise its nomination right in full as described above, the Investor Rights Agreement provides the Orion Group with the right to request that the size of Board be increased to up to nine members. Furthermore, the Investor Rights Agreement provides the Orion Group with the right to cause the Corporation to reduce the number of management directors on the Board from two to one, provided that the Orion Group holds at least 50% of the issued and outstanding Common Shares and the Orion Group has caused the size of the Board to increase to nine members. The Orion Group has not elected to exercise these rights at this time.

In addition, the Investor Rights Agreement provided Yamana the right to nominate one director for election on the Board for as long as Yamana held at least 10% of Nomad’s issued and outstanding Common Shares. While Yamana ceased to hold the requisite number of Common Shares to preserve its nomination rights under the Investor Rights Agreement following its sale of 22,750,000 Common Shares in the context of a secondary offering which closed on December 11, 2020 (the “Yamana Secondary Offering”), management has elected to propose Yamana’s previous nominee, Mr. Gerardo Fernandez, for election as a director at the Meeting given Nomad’s positive relationship and alignment with Yamana.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON  

Unless as otherwise disclosed in this Circular, no director or executive officer, past, present or nominated hereunder, or any associate or affiliate of such persons, or any person on behalf of whom this solicitation is made, has any interest, direct or indirect, in any matter to be acted upon at the Meeting, except that such persons may be directly involved in the normal business of the Meeting or the general affairs of the Corporation.

BUSINESS TO BE TRANSACTED AT THE MEETING 

The following items of business will be presented to the Shareholders at the Meeting:

I. Presentation of the Consolidated Audited Financial Statements

The consolidated audited financial statements of the Corporation for the fiscal year ended December 31, 2020 (“Fiscal 2020”) and the auditor’s report thereon will be presented at the Meeting but will not be subject to a vote.

II. Election of Directors

Eight directors are to be elected to hold office until the close of the next annual meeting of Shareholders or until their successor is elected or appointed. Each of the persons presented under “Proposed Nominees for Election as Directors” in this Circular is proposed to be nominated as a director of the Corporation and each nominee has agreed to serve as a director if elected.

2021 Management Information Circular 

The persons named as proxies in the proxy form intend to cast the votes represented by proxy at the Meeting FOR the election as directors of the eight persons nominated in this Circular unless Shareholders direct otherwise.

III. Appointment of Auditors and Determination of Remuneration

At the annual and special meeting of Guerrero Ventures Inc. (“Guerrero), the predecessor of the Corporation, held on April 14, 2020, shareholders appointed Morgan & Company LLP, Chartered Professional Accountants (now Smythe LLP), as the auditor of the Corporation. On June 2, 2020, following the completion of the Vend-In Transactions and at the request of the Corporation, Nomad accepted the resignation of Morgan & Company LLP, Chartered Professional Accountants (now Smythe LLP), as the auditor of the Corporation, and appointed PricewaterhouseCoopers LLP, a partnership of chartered professional accountants, as the new auditor of the Corporation.

In light of the foregoing, a reporting package is annexed to this Circular as SCHEDULE "C", as required by National Instrument 51-102 - Continuous Disclosure Obligations. The reporting package contains a: (i) Change of Auditor Notice dated June 2, 2020 from the Corporation; (ii) letter dated June 2, 2020 from PricewaterhouseCoopers LLP, a partnership of chartered professional accountants; and (iii) letter dated June 2, 2020 from Morgan & Company LLP, Chartered Professional Accountants (now Smythe LLP).

The Board recommends that PricewaterhouseCoopers LLP, a partnership of chartered professional accountants, who were first appointed as auditor to the Corporation on June 2, 2020, be appointed as the auditor of the Corporation to hold office until the next annual meeting of Shareholders or until a successor is appointed.

Aggregate fees billed by our independent auditors, for the fiscal years ended December 31, 2020 and 2019 are as follows:

Notes: 

2021 Management Information Circular  

A full summary of the aggregate fees billed by our independent auditors in Fiscal 2020, including the fees billed by Morgan & Company LLP, Chartered Professional Accountants (now Smythe LLP), can be found under the heading “Audit Committee - Independent Auditor’s Fees” in the AIF.

The persons named as proxies in the proxy form intend to cast the votes represented by proxy at the Meeting FOR the appointment of PricewaterhouseCoopers LLP as independent auditor of the Corporation and to vote to authorize the directors to fix the remuneration of the independent auditor unless Shareholders direct otherwise.

IV. Consolidation of the Common Shares 

As at December 31, 2020, there were 565,429,124 issued and outstanding Common Shares.

Accordingly, at the Meeting, Shareholders will be asked to consider, and if deemed advisable to adopt, a special resolution (the “Consolidation Special Resolution”) authorizing, if deemed advisable by the Board, an amendment to the articles of the Corporation so as to consolidate, no later than 12 months from the date of the Meeting, the issued and outstanding Common Shares on the basis of one post-consolidation Common Share for up to a maximum of 20 pre-consolidation Common Shares issued and outstanding (the “Share Consolidation”). The Consolidation Special Resolution is annexed hereto as SCHEDULE "A". In order to be adopted, the Consolidation Special Resolution must be approved by at least two-thirds of the votes cast by the holders of the Common Shares, either present in person or represented by proxy and entitled to vote at the Meeting.

The persons named as proxies in the proxy form intend to cast the votes represented by proxy at the Meeting FOR the Consolidation Special Resolution unless Shareholders direct otherwise.

If the Consolidation Special Resolution is adopted by the Shareholders, articles of amendment will be filed if and when deemed advisable by the Board in its discretion, but in no case later than 12 months from the date of the Meeting. In such event, subject to the maximum referred to above, the determination of the basis for the consolidation will be at the discretion of the Board. Notwithstanding the foregoing, the Consolidation Special Resolution authorizes the Board to abandon the proposed amendment to the articles of the Corporation without further approval from the Shareholders.

The amendment of the articles will not have any effect on the operations of the Corporation. If the Share Consolidation would result in a registered Shareholder holding a fraction of a share, no fraction or fractional share or certificate will be issued. In the event that the Share Consolidation would result in a registered Shareholder holding a fraction of a Common Share, such fractional Common Share shall be rounded down to the nearest whole number of Common Shares and any fractional Common Shares post-Share Consolidation will be cancelled without payment of any consideration. In all other respects, the post-consolidation Common Shares will have the same attributes as the existing Common Shares. The Share Consolidation will not change a Shareholder's proportionate interest in the Corporation, even though such ownership will be represented by a smaller number of Common Shares. The principal effect of the Share Consolidation will be that the number of Common Shares issued and outstanding will be reduced from 566,364,957 Common Shares as of April 7, 2021 to a minimum of 28,318,247 Common Shares, depending on the ratio selected by the Board. The following table illustrates the percentage reduction in the number of outstanding Common Shares and the number of Common Shares that would be outstanding as a result of a Share Consolidation under certain potential Share Consolidation scenarios:

There can be no assurance that the total market capitalization of the Corporation (the aggregate value of all Common Shares at the market price then in effect) immediately after the Share Consolidation will be equal to or greater than the total market capitalization immediately before the Share Consolidation. There can also be no assurance that the per-share market price of the Common Shares following the Share Consolidation will equal or exceed the direct arithmetical result of the Share Consolidation. In addition, a decline in the market price of the Common Shares after the Share Consolidation may result in a greater percentage decline than would occur in the absence of a Share Consolidation and the liquidity of the Common Shares could be adversely affected. Furthermore, the terms of the Corporation’s outstanding equity incentives and issued and outstanding warrants provide that the number of Common Shares underlying such securities, as well as any applicable exercise price will be adjusted in accordance with the Share Consolidation, while the conversion price of the deferred payment amount payable to Yamana in accordance with the terms of the deferred payment agreement dated May 27, 2020 between Nomad and Yamana will be adjusted in accordance with the Share Consolidation.

If the Special Resolution is passed at the Meeting and the Board decides to proceed with the Share Consolidation, the Corporation will announce that it is proceeding with the consolidation. Registered Shareholders should then, at that time, complete, sign and return the letter of transmittal that will be sent to such registered holders (the “Letter of Transmittal”), along with the share certificate(s) representing their pre-consolidation Common Shares, to the Transfer Agent at one of the addresses in the Letter of Transmittal. Upon receipt of a properly-completed and signed Letter of Transmittal and the share certificate(s) referred to in the Letter of Transmittal, the Corporation will arrange to have a new share certificate representing the appropriate number of post-consolidation Common Shares delivered in accordance with the instructions provided by the holder in the Letter of Transmittal. No delivery of a new certificate to a Shareholder will be made until the Shareholder has surrendered his or her current issued certificates. Until surrendered, each share certificate formerly representing old Common Shares shall be deemed for all purposes to represent the number of new Common Shares to which the holder is entitled as a result of the Share Consolidation. If a Shareholder’s Common Shares are registered in the name of a nominee (e.g. a trust company, securities broker, or other financial institution), the Shareholder will not receive a Letter of Transmittal and should contact his or her nominee to determine if the Shareholder needs to do anything to effect the consolidation of his, her or its Common Shares.

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V. Approach to Executive Compensation

The section entitled “EXECUTIVE COMPENSATION” provides a detailed explanation of the Corporation’s executive compensation approach, which is premised that compensation should, to a significant extent:

The persons named as proxies in the proxy form intend to cast the votes represented by proxy at the Meeting FOR non-binding advisory resolution, unless Shareholders direct otherwise.

Although this is an advisory vote and the results will not be binding upon the Board, the members of the Board and the Governance, Human Resources and Compensation Committee (the “GHRC Committee”) will review and analyze the voting results.

VI. Other Business to be Transacted at the Meeting 

Management of the Corporation is not aware of any matter to be submitted at the Meeting other than the matters set forth in the Notice of Meeting.

PROPOSED NOMINEES FOR ELECTION AS DIRECTORS 

The persons whose names are printed in the proxy form intend to vote FOR the election as directors of each of the proposed nominees set forth below. Each such candidate, excluding those candidates nominated by the Orion Group in accordance with the terms of the Investor Rights Agreements, was proposed based on the recommendation of the GHRC Committee for election as a director. Each director elected will hold office until the next annual meeting of Shareholders or until that director’s successor is duly elected or appointed, unless the office is earlier vacated. By filling in the proxy form, Shareholders may vote for all directors or choose to withhold their vote from some or all of the directors proposed for election.

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The tables below identify each of the proposed nominees; their principal occupation; their province or state, and country of residence; their age; the year when the person first became a director of the Corporation; whether the candidate has been determined by the Board to be independent of, or related to, the Corporation; their Board and committee memberships and attendance record; other public company board memberships; their areas of expertise; the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as well as the number of stock options (“Options”), restricted share units (“RSUs”), performance share units (“PSUs”) and deferred share units (“DSUs”, and collectively with the RSUs and PSUs, the “Units”, and collectively with the Options, RSUs and PSUs, the “Awards”) of the Corporation held by them (see “EXECUTIVE COMPENSATION - Security-Based Compensation Plans”), with all such securities ownership information provided by each of the candidates as at April 7, 2021. 

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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No proposed director, officer or promoter of the Corporation is, or within the ten years prior to the date of this Circular has been, a director, officer, or promoter of any person or company that, while that person was acting in that capacity, (i) was the subject of a cease trade order or similar order, or an order that denied the other issuer access to any exemptions under applicable securities law, for a period of more than 30 consecutive days; or (ii) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No proposed director, officer or promoter of the Corporation, nor securityholder anticipated to hold a sufficient number of securities of the Corporation to affect materially the control of the Corporation, nor a personal holding company of any such person has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such proposed director or officer, or personal holding company of any such person.

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No proposed director, officer or promoter of the Corporation, nor securityholder anticipated to hold a sufficient number of securities of the Corporation to affect materially the control of the Corporation, has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable securityholder.

Compensation Governance and the GHRC Committee 

The Corporation’s NEO compensation program for Fiscal 2020 was a direct result of the negotiations between the NEOs, Guerrero, the Orion Group and Yamana which lead to the consummation of the Vend-In Transactions and the creation of Nomad.

Following the completion of the Vend-In Transactions, the Board became responsible for establishing and administrating Nomad’s executive compensation program of the Chair and Chief Executive Officer, the Director and Chief Investment Officer, the Chief Financial Officer and Corporate Secretary and the other executive officers. The GHRC Committee oversees and recommends for approval by the Board the executive compensation principles, policies, programs, grants of equity-based incentives and processes, and recommends annually for approval by the independent directors of the Board all forms of compensation for the Corporation’s executive officers. The GHRC Committee is composed entirely of independent directors.

The GHRC Committee is currently comprised of Robin Weisman, Istvan Zollei, and Gerardo Fernandez, the majority of whom are independent with the meaning of National Instrument 58‑101 ‑ Disclosure of Corporate Governance Practices (“NI 58-101”). Robin Weisman is the Chair of the GHRC Committee.

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All members of the GHRC Committee have a working familiarity with governance, human resources and compensation matters. For the skills and experience of each member of the GHRC Committee relevant to the performance of their duties as a member of the GHRC Committee, see “PROPOSED NOMINEES FOR ELECTION AS DIRECTORS” and “STATEMENT OF CORPORATE GOVERNANCE PRACTICES - Board of Directors - Nomination of Directors”.

The Board has adopted a written charter for the GHRC Committee that establishes, inter alia, the GHRC Committee’s purpose and responsibilities with respect to executive compensation. In addition, to its oversight role with respect to executive compensation matters, the GHRC Committee shall, among other things:

Governance and Nominating Matters:

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Human Resources and Compensation Matters:

Environmental, Social and Governance (“ESG”) and Ethics Matters:

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The GHRC Committee has the authority, in its sole discretion, to engage, at the expense of the Corporation, outside consultants, independent legal counsel and other advisors and experts as it determines necessary to carry out its duties, without seeking approval of the Board or management. The GHRC Committee has the authority, without seeking approval of the Board or management, to set and pay the compensation for any such outside consultants, independent legal counsel and other advisors and experts employed by the GHRC Committee in connection with its duties.

External Compensation Consultants 

The GHRC Committee did not retain a compensation consultant in Fiscal 2020. The GHRC Committee may engage an independent consultant in elaborating its executive compensation program for the year ending December 31, 2021 (“Fiscal 2021”).

Compensation Objectives and Philosophy 

The Board, upon the recommendation of the GHRC Committee, seeks to develop and implement an executive compensation program based upon principles, policies, programs, grants of equity-based incentives and processes based on the principles that compensation should, to a significant extent:

Market Positioning and Benchmarking

The Fiscal 2020 NEO compensation program was established in connection with the Vend-In Transactions, and was negotiated and developed in consideration of the general compensation practices in the mining, royalty and streaming industries as well as programs used by the Corporation’s peers. Neither the Corporation, nor the parties to the Vend-In Transactions completed a formal benchmarking review of the NEOs’ compensation with a specific peer group to set the level of compensation. Following the initial year of operations after the completion of the Vend-in Transactions, the Corporation will evaluate whether a market positioning or benchmarking is appropriate in the context of the development of the Corporation’s Fiscal 2021 executive compensation program.

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Elements of Compensation 

The Corporation’s Fiscal 2020 compensation program consists primarily of base salary, short-term incentives and long-term incentives. The Corporation has placed a greater emphasis on the equity component of compensation for the first year of operations to further align the interests of the NEOs with Shareholders. As such, the NEOs agreed to renounce the cash portion of their base salary for the 12 months following the completion of the Vend-In Transactions and have instead elected to be paid quarterly in RSUs. In addition, the NEOs agreed to have 50% of the cash portion of any performance bonus for Fiscal 2020 paid in Options. Thereby, further aligning their interests with those of the Shareholders and maximizing the cash available to the Corporation to pursue business opportunities.

The following table summarizes the compensation elements, the earning criteria and the outcome received by the NEO:

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Base Salaries

The NEOs receive a base salary which is based primarily on the level of responsibility of the position, the qualifications and experience of the officer and market conditions. Per the terms of the Vend-In Transactions, it was agreed that all three NEOs would receive the same initial base salary. In addition, the NEOs agreed to renounce the cash portion of their base salary for the first 12 months following the completion of the Vend-In Transactions and have instead elected to be paid quarterly in RSUs.

The base salaries of the NEOs are reviewed annually to ensure that they take into account the following factors: market and economic conditions, levels of responsibility and accountability of each NEO, skill and competencies of each individual, retention considerations, and level of demonstrated performance. Additionally, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope or breadth of their role or responsibilities, as well as for market competitiveness.

Base salaries will be reviewed by the Board, upon recommendation of the GHRC Committee, on the basis of its opinion as to a fair and responsible compensation package, taking into account the contribution of the NEO to the Corporation’s long-term growth and remuneration practices in Canada.

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The following table sets out the annualized base salaries of our NEOs for the financial year ended December 31, 2020:

Notes: 

Short-Term Incentives

Our compensation program includes eligibility for annual cash performance bonuses for each of our NEOs which are considered a variable, at-risk element of compensation. The target amounts for which NEOs are entitled under the annual bonus plan are approved by the Board, upon recommendation of the GHRC Committee and were set at 100% for the NEOs for Fiscal 2020. The GHRC Committee and the Board sets annual corporate objectives for the Corporation and the NEOs and the payout percentage of the actual bonus is based on the achievement of such objectives. The NEOs have agreed to have 50% of the annual cash bonus for Fiscal 2020 paid in Options.

For Fiscal 2020, the corporate objectives for the NEOs were as follows:

The GHRC Committee and the Board evaluated the achievements against the objectives listed above for Fiscal 2020, including a number of objective and subjective measures, such as creation of a new royalty and streaming company in the beginning of a pandemic. Consequently, the payout ratio of the performance bonus was set at 94%. The target percentage and performance objectives will be reviewed by the Board, upon recommendation of the GHRC Committee, annually. The Board maintains discretion at all times to grant discretionary bonuses or commissions, including in the context of acquisitions, to modify, amend or terminate short-term incentive plans at all times, and to deviate from the plans or grant individual exceptions.

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Long-Term Incentives

Equity-based awards are a variable and at-risk element of compensation that allows us to incentivize and retain our NEOs for their sustained contributions to the Corporation. Equity awards reward performance and continued employment by a NEO, with associated benefits to us of attracting and retaining employees. We believe that long-term equity incentives (i.e. the Options and the time and performance based RSUs) will ensure that the NEOs are motivated to achieve long-term growth of the Corporation, continue to increase Shareholder value and provide capital accumulation for the NEOs linked directly to the Nomad’s performance. The GHRC Committee determines the grant size and terms to be recommended to the Board for approval.

Pursuant to the terms of the Stock Option Plan and the Share Unit Plan, the Corporation makes annual grants / awards of Options and RSUs to the NEOs. The purpose of each such grant /award is as follows:

In addition, the Share Unit Plan enables the Corporation to grant PSUs. However, the Corporation’s compensation program does not contemplate awards of PSUs at this time. The Board maintains discretion at all times to revisit the compensation program to make awards of PSUs.

Group Benefits/Perquisites

The Corporation offers standard benefits to its employees, including the NEOs, as part of a group insurance plan, and provides certain other medical benefits to its executive officers including the NEOs. The Corporation did not pay or provide any perquisites to its NEOs in Fiscal 2020.

Performance Graph 

Given the Corporation’s shares were listed for less than 12 months in Fiscal 2020, the Corporation is not required to provide a graph comparing the Corporation’s cumulative total shareholder return over the Corporation’s five most recently completed financial years to the total cumulative return of the S&P/TSX Composite Total Return Index.

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Assessment of Risks Associated with the Corporation’s Compensation Policies and Practices

The GHRC Committee is required to review, monitor, report, and where appropriate, provide recommendations to the Board on the Corporation’s exposure to risks related to executive compensation policies and practices, if any, and identify compensation policies and practices that mitigate any such risk. As part of the annual review of the Corporation’s executive compensation, the Board and the GHRC Committee consider the implications of the risks associated with the Corporation’s compensation policies and practices, including as to whether or not they could encourage an executive officer or an employee at a principal business unit or division to take inappropriate or excessive risks. For Fiscal 2020, the Board and the GHRC Committee reviewed and implemented the executive compensation program. The Board and the GHRC Committee believe that the current compensation structure constitutes a well-balanced mix of base salary, short-term incentive and long-term incentive, applies maximums to short-term incentive payouts, and includes a combination of performance and time vesting for long-term incentive grants. Accordingly, the Board and the GHRC Committee have not, after consideration, identified any risk arising from the Corporation’s compensation policies and practices that is reasonably likely to have a material adverse effect on the Corporation.

Contributing to this conclusion, a number of factors were identified that mitigated the potential for excessive risk taking by the Corporation’s executive officers (including the NEOs), including:

Security-Based Compensation Plans 

In the context of the completion of the Vend-In Transactions, the Corporation adopted a Stock Option Plan relating to the grant of Options (the “Option Plan”), a Share Unit Plan relating to the grant of RSUs and PSUs (the “Share Unit Plan”) and a Deferred Share Unit Plan relating to the grant of DSUs (the “DSU Plan”, and collectively with the Option Plan and the Share Unit Plan, the “Nomad Security-Based Compensation Plans”). The Nomad Security-Based Compensation Plans became effective on May 29, 2020, concurrently with the listing of the Common Shares on the TSX following the completion of the Vend-In Transactions. The purpose of the Nomad Security-Based Compensation Plans is to attract and retain qualified individuals to serve as executives, key employees and consultants of the Corporation and to promote the alignment of interests of such executives, key employees and consultants, on the one hand, and Shareholders, on the other hand.

In addition to the Nomad Security-Based Compensation Plans, the Corporation maintains an amended and restated stock option plan that was previously adopted by Guerrero on October 28, 2009 (the “Legacy Guerrero Option Plan”). No additional options (the “Legacy Guerrero Options”) will be granted under the Legacy Guerrero Option Plan. The 2,414,600 Legacy Guerrero Options currently outstanding will continue to be governed by the Legacy Guerrero Option Plan and may continue to be exercised in accordance with their terms.

Nomad Security-Based Compensation Plans

The maximum number of Common Shares issuable under the Nomad Security-Based Compensation Plans and any other security-based compensation arrangement of the Corporation (including the Legacy Guerrero Option Plan) may not exceed 10% of the issued and outstanding Common Shares, as calculated on the date of grant of an award thereunder.

Any eligible participant under a Nomad Security-Based Compensation Plan, at the time of the granting of an Award thereunder, may hold more than one type of Award (as applicable). However, no eligible participant will be able to hold Awards with respect to such number of Common Shares that would exceed 5% of the number of Common Shares issued and outstanding from time to time. The number of Common Shares issuable to insiders of the Corporation, at any time, under the Nomad Security-Based Compensation Plans or any other security-based compensation arrangement of the Corporation (including the Legacy Guerrero Option Plan) may not exceed 10% of the Corporation’s total issued and outstanding Common Shares. In addition, the number of Common Shares issued to insiders of the Corporation, within any one-year period, under the Nomad Security-Based Compensation Plans or any other security-based compensation arrangement of the Corporation (including the Legacy Guerrero Option Plan) may not exceed 10% of the Nomad’s total issued and outstanding Common Shares. As the Nomad Security-Based Compensation Plans do not have a fixed maximum aggregate number of securities issuable thereunder, the unallocated Awards must receive security holder approval no later than three years from May 29, 2020, being the date on which the Common Shares were listed on the TSX and the Nomad Security-Based Compensation Plans became effective.

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The Board is responsible for administering the Nomad Security-Based Compensation Plans, and the GHRC Committee makes recommendations to the Board in respect of matters relating to the Nomad Security-Based Compensation Plans. The Board has the discretion to determine the vesting schedule of an Option or the settlement period of RSUs and PSUs, and the Board has the full power and authority to accelerate the vesting or exercisability/settlement (as applicable) of any RSUs or PSUs, or all or any portion of any Option.

The Nomad Security-Based Compensation Plans provide that equitable adjustment, if any, will be made by the Board in connection with any reorganization, change in the number of issued and outstanding Common Shares by reason of stock dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change, including adjustments to the number of Common Shares to which a holder is entitled upon exercise or settlement of Awards. For Options, this may include equitable adjustments to the exercise price of any outstanding Options, while for RSUs, PSUs and DSUs, this may include equitable adjustments to the factors and manner in which the settlement amount of a RSU, PSU or DSU is to be determined, as well as equitable adjustments to any other term and condition thereof.

The Corporation may amend the Nomad Security-Based Compensation Plans or any Award thereunder at any time without the consent of the holders of the affected Awards provided that such amendment shall (i) not adversely alter or impair any of the affected Awards previously granted except as permitted by the terms of the applicable Nomad Security-Based Compensation Plan, (ii) be subject to any required approval of any securities regulatory authority or the TSX, and (iii) be subject to Shareholder approval, where required, by law, the requirements of the TSX or the applicable Nomad Security-Based Compensation Plan; provided, however, that Shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to:

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For greater certainty, the Board is required to obtain Shareholder approval to make the following amendments:

For the first four bullet points above, the votes attached to shares held directly or indirectly by insiders benefiting directly or indirectly from the amendment must be excluded. In addition, with respect to the last bullet point above, where the amendment will disproportionately benefit one or more insiders over other holders of Awards, the votes of shares held directly or indirectly by those insiders receiving the disproportionate benefit must be excluded.

Awards granted under a Nomad Security-Based Compensation Plan are not assignable or transferable other than by will or under the law of succession, or as expressly permitted by the Board. The Nomad Security-Based Compensation Plans do not provide for or contemplate the provision of financial assistance to participants, nor is it currently the Corporation’s policy to provide such financial assistance.

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The Nomad Security-Based Compensation Plans define a “Change of Control” as: (i) the sale of all or substantially all of the assets of the Corporation on a consolidated basis, in one transaction or a series of related transactions, to a person that is not a subsidiary; (ii) a merger, reorganization, acquisition or consolidation pursuant to which a person, or any associate or affiliated corporation of such person (as those terms are defined in the CBCA) thereafter acquires the direct or indirect “beneficial ownership” (as defined in the CBCA) of securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation’s then issued and outstanding securities (it being understood that acquisition by the Orion Group of securities of the Corporation will not be considered a “Change of Control” unless such acquisition would cause the Orion Group to acquire the direct or indirect “beneficial ownership” of securities of the Corporation representing 85% or more of the aggregate voting power of all of the Corporation’s then issued and outstanding securities); (iii) a transaction pursuant to which the Corporation goes out of existence; (iv) the dissolution or liquidation of the Corporation except in connection with the distribution of assets of the Corporation to one or more subsidiaries prior to such event; or (iv) the occurrence of a transaction requiring approval of Shareholders involving the acquisition of the Corporation by an entity through purchase of assets, by amalgamation, arrangement or otherwise.

The following is a summary of the particular terms of each of the Nomad Security-Based Compensation Plans.

Option Plan 

The Option Plan allows for the grant of Options to purchase Common Shares to directors, executive officers, employees and consultants of the Corporation and its subsidiaries. The Board, in its sole discretion, shall from time to time designate the directors, executive officers, employees or consultants to whom Options shall be granted, the number of Common Shares to be covered by each Option granted and the terms and conditions thereof.

The exercise price for each Common Share covered by an Option shall be established by the Board at the time of grant, but shall not be less than the closing market price of the Common Shares on the TSX on the trading day immediately preceding the date of grant. Unless otherwise specified by the Board of Directors at the time of the grant, Options vest annually over a 3-year period following the date of grant, subject to a cliff on the first anniversary of the date of the grant.

An Option shall be exercisable during a period established by the Board which shall commence not earlier than the date of grant and shall terminate not later than ten years after the date of grant. The Option Plan provides that the exercise period shall automatically be extended if the date on which it is scheduled to terminate shall fall during a blackout period or within ten business days after the last day of a blackout period. In such cases, the extended exercise period shall terminate ten business days after the last day of the exercise period.

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The following table describes the impact of certain events upon the rights of holders of Options under the Stock Option Plan:

The Share Unit Plan

The Share Unit Plan allows for the grant of RSUs and PSUs to executive officers, employees and consultants of the Corporation and its subsidiaries. The Board, in its sole discretion, shall from time to time designate the executive officers, employees and consultants to whom RSUs and PSUs shall be granted, the number of RSUs and PSUs to be granted and the terms and conditions thereof.

At the time of granting RSUs or PSUs under the Share Unit Plan, the Board may determine, in its sole discretion, any vesting conditions, settlement period or other conditions applicable to such grant; and in case of PSUs determine the level of attainment of the performance objectives(s) which must be attained for any PSUs to be earned. Unless otherwise specified by the Board of Directors at the time of the grant, RSUs vest and become exercisable on the third (3^rd) anniversary of the date of grant. The performance objectives for the vesting of any PSUs to be issued have not yet been determined.

The RSUs and PSUs expire on the business day that is on or that immediately precedes the third anniversary of the date such RSUs or PSUs are granted. Participants may elect to defer the settlement of RSUs and/or PSUs to a later date not later than the expiry date of such RSUs and/or PSUs. Any RSU or PSU which has vested in accordance with the applicable grant letter and the Share Unit Plan and has not been settled at the expiry date shall be automatically settled on such date.

RSUs and PSUs may, at the sole discretion of the Corporation, be settled once vested by delivering (i) Common Shares acquired in the open market, (ii) Common Shares issued from treasury, (iii) by making a cash payment equal to the number of RSUs and/or PSUs multiplied by the closing market price of the Common Shares on the TSX on the day preceding the settlement date or (iv) any combination of the foregoing.

Awards granted to a participant that do not vest in accordance with the Share Unit Plan as set forth above will be forfeited by the participant and cancelled without payment, and the participant will have no further right in such Awards.

The following objectives were approved by the GHRC Committee and the Board for determining the RSU awards granted in 2020 and which will vest in 2023:

Performance related: Achieve superior valuation compared to peers

Growth related: Complete accretive royalty and stream acquisitions, achieve operating cash flow growth

Financial related: Improve valuation, liquidity, maintain competitive dividend policy, maintain efficient treasury management and increase financial capacity 

ESG Leadership: Maintain solid ESG investment framework and reporting standards

DSU Plan

The DSU Plan allows for the grant of DSUs to the Corporation’s non-executive directors. These directors may elect to receive all or part of the retainer fees payable to them as a member of the Board or lead director and as a member or chair of a committee of the Board in DSUs.

DSUs expire on the business day that is immediately preceding December 31 of the calendar year following the calendar year during which the non-executive director ceases to be a director of the Corporation. DSUs have the same value as Common Shares. At the time of granting any DSU, the Board may impose vesting conditions in respect of such DSUs. If no vesting conditions are imposed at the time of grant, such DSUs vest at the time of the grant. Each non-executive director who wishes to receive all or a portion of his or her retainer fees in DSUs shall receive such number of DSUs as is obtained by dividing the deferred remuneration payable to such non-executive director by the market price of the Common Shares on the TSX on the date preceding the date on which the DSUs are awarded.

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Holders of DSUs cannot settle their DSUs while they are members of the Board. Once they cease to be a member of the Board, the Corporation’s non-executive directors may request the settlement of all (but not less than all) of his or her DSUs at any time up to the expiry date, at which time they are automatically settled. The Corporation may, at its sole discretion, settle the DSUs by: (i) delivering Common Shares acquired in the open market; (ii) delivering Common Shares issued from treasury; (iii) making a cash payment equal to the number of DSUs multiplied by the closing market price of the Common Shares on the TSX on the day preceding the settlement date; or (iv) any combination of the foregoing.

Legacy Guerrero Option Plan 

The Legacy Guerrero Option Plan permits the grants of Legacy Guerrero Options to directors, officers and/or employees of, and consultants to, the Corporation, and was the stock option plan of Guerrero prior to the completion of the Vend-In Transactions. The Corporation has ceased making grants under the Legacy Guerrero Option Plan effective as of the completion of the Vend-In Transactions. However, 2,414,600 Legacy Guerrero Options remain issued and outstanding and continue to be governed by the Legacy Guerrero Option Plan. The Legacy Guerrero Options may continue to be exercised in accordance with their terms. Each of the Legacy Guerrero Options is exercisable into one Common Share, and the weighted-average exercise price of the outstanding Legacy Guerrero Options is C$0.20.

The following are the material terms and conditions of the Legacy Guerrero Option Plan:

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Executive Officer Share Ownership Guidelines 

The Board has adopted a Minimum Stock Ownership Policy pursuant to which each of the Corporation’s executive officers (including the Chair and Chief Executive Officer, the Chief Financial Officer and Corporate Secretary and the Director and Chief Investment Officer) are required to own a minimum number of Common Shares or Units representing a fair market value equal:

For the purposes of the Minimum Stock Ownership Policy, the value of the Common Shares or Units held by an executive officer is determined based on the closing price of the Common Shares on the TSX on the last trading day of the prior calendar year. Executive officers have five years from the date the executive officer assumed such role with the Corporation to satisfy the minimum ownership requirements, and must subsequently continue to satisfy such requirements for the duration of his or her tenure as an executive officer. In the event that an executive officer’s base salary is increased, such executive officer will have five years from the time of the increase to acquire any additional Common Shares or Units to satisfy the increase in the minimum ownership requirements resulting therefrom.

The following table indicates, as at December 31, 2020, the Common Share and Unit ownership by each of the Corporation’s NEOs, the value of such Common Shares and Units for the purposes of the Corporation’s share ownership policy and the additional investment, if any, required by such NEO in order to satisfy the minimum ownership requirements under the Minimum Stock Ownership Policy.

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Outstanding Share-based Awards and Option-based Awards

The table below sets forth a summary of all awards outstanding at the end of the financial year ended December 31, 2020. All values shown in this table were calculated using the closing price of C$1.04, which was the closing price of the Common Shares on the TSX on December 31, 2020.

Incentive Plan Awards – Value Vested or Earned during the Year 

The following table indicates, for each of the NEOs, a summary of the value of Option-based and share-based awards vested or of non-equity incentive plan compensation during Fiscal 2020.

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2021 Management Information Circular   

Equity Compensation Plan Information

The following table shows, as of December 31, 2020, aggregated information for the Corporation’s compensation plans under which equity securities of the Corporation are authorized for issuance from treasury. As of December 31, 2020, the Corporation had 565,429,124 Common Shares issued and outstanding.

NOTES:

Annual Burn Rate

In accordance with the requirements of Section 613 of the TSX Company Manual, the following table sets out the annual burn rate of awards granted under the Corporation’s security-based compensation plans as at the end of Fiscal 2020. The burn rate is calculated by dividing the number of awards granted under the security-based compensation plans during the relevant fiscal year by the weighted average number of Common Shares outstanding for the applicable fiscal year.

TERMINATION AND CHANGE OF CONTROL BENEFITS  

Vincent Metcalfe, Joseph de la Plante and Elif Lévesque entered into employment agreements with the Corporation in the context of the completion of the Vend-In Transactions. The employment agreements include provisions regarding base salary, annual performance bonuses, eligibility for long-term equity-incentives, benefits, confidentiality, a non-solicitation covenant, and ownership of intellectual property, among other things.

In the case of a NEO’s resignation from their employment with the Corporation, the resigning NEO is required to provide the Corporation with 30 days written notice of their resignation, which notice may be waived by the Corporation, subject to a payment of the remuneration the resigning NEO would have earned during their notice period. In addition, all Options, Legacy Guerrero Options, RSUs and PSUs held by such resigning NEO will be treated in accordance with the respective terms and conditions of the Nomad Security-Based Compensation Plans or Legacy Guerrero Option Plan, as applicable.

2021 Management Information Circular  

In the case of the termination of a NEO’s employment without serious reason, the NEO shall be entitled to receive a one-time lump-sum payment as an indemnity in lieu of reasonable notice of termination equal to the aggregate of: (i) 24 months of such NEO’s average base salary in the 24 months that preceded the termination; and (ii) the value of the average performance bonus, long-term incentives, and benefits to which the NEO’s was entitled to during the 24 months which preceded the termination. In the event that the termination of a NEO’s employment without a serious reason occurs during the 24 months following the effective date of the NEO’s employment agreement, the NEO’s base salary for the purposes of the aforementioned lump-sum payment shall be deemed to be the greater of: (i) US$225,000; or (ii) the NEO’s base salary at the time of such termination.

In the event the Corporation terminates a NEO’s employment without serious reason notwithstanding the respective terms and conditions of the Nomad Security-Based Compensation Plans and the Legacy Guerrero Option Plan, as the case may be:

In the event that the Corporation terminates the employment of a NEO for a serious reason, notwithstanding the respective terms and conditions of the Nomad Security-Based Compensation Plans, as the case may be: (i) all unvested Options and Legacy Guerrero Options held by the terminated NEO shall be forfeited on the terminated NEO’s date of termination; and all vested Options and Legacy Guerrero Options held by the terminated NEO shall expire on the date that is 90 days following the terminated NEO’s date of termination; and (ii) all unvested RSUs and PSUs held by terminated the NEO shall be forfeited on the terminated NEO’s date of termination; and all vested RSUs and PSUs held by the terminated NEO shall be settled by the Corporation on the terminated NEO’s date of termination.

The employment of a NEO shall terminate automatically upon their death or permanent incapacitation. At any time, upon reasonable request by the Corporation, the NEOs are required to submit to reasonable medical examination for the purpose of determining whether the existence, nature and extent of any incapacitation are permanent. Where the employment of a NEO is terminated for permanent incapacitation, the Corporation shall be under no obligation to provide such NEO with notice of termination, payment in lieu of notice, anticipated earnings or damages of any kind provided such NEO has qualified for and is in receipt of long-term disability benefits under the Corporation’s insurance plans. In the event that the employment of a NEO with the Corporation is terminated as a result of their death or permanent incapacitation, all Options, Legacy Guerrero Options, RSUs and PSUs held by such NEO shall be treated in accordance with the respective terms and conditions of the Nomad Security-Based Compensation Plans or Legacy Guerrero Option Plan, as applicable.

2021 Management Information Circular

In the event of a termination of a NEO’s employment by the Corporation within 24 months of a Change of Control (except if the termination is for a “serious reason”), the terminated NEO will be entitled to a one-time lump-sum payment in an amount equal to the aggregate of: (i) 24 months of the NEO’s base salary; and (ii) the value of the performance bonus, long-term incentives and benefits to which the NEO is entitled during the 24 months which preceded the NEO’s termination following the Change of Control. In the event that a NEO’s employment by the Corporation is terminated within 24 months of a Change of Control following the effective date of the NEO’s employment agreement, the NEO’s base salary for the purposes of the aforementioned lump-sum payment shall be deemed to be the greater of: (i) US$225,000; or (ii) the NEO’s base salary at the time of termination. In the event the NEO resigns, at his or her sole discretion, within 12 months of a Change of Control, the NEO will be entitled to a one-time lump-sum payment in an amount equal to the aggregate of: (i) 12 months of the NEO’s base salary; and (ii) the value of the performance bonus, long-term incentives and benefits to which the NEO was entitled to during the 12 months which preceded the NEO’s resignation following the Change of Control. In the event that the NEO resigns following a Change of Control within 12 months following the effective date of the NEO’s employment agreement, the NEO’s base salary for the purposes of the aforementioned lump-sum payment shall be deemed to be US$225,000. In the event of a Change of Control all Options, Legacy Guerrero Options, RSUs or PSUs held by the NEOs immediately prior to such Change of Control shall be treated in accordance with the respective terms and conditions of the Nomad Security-Based Compensation or the Legacy Guerrero Option Plan, as applicable.

A “Change of Control” is defined in the employment agreements as the occurrence of any one of the following: (A)(i) the sale of all or substantially all of the assets of the Corporation on a consolidated basis, in one transaction or a series of related transactions, to a person that is not a subsidiary of the Corporation; (ii) a merger, reorganization, acquisition or consolidation pursuant to which a person, or any associate or affiliated company of such person (as those terms are defined in the CBCA) after the effective date of the employment agreement acquires the direct or indirect “beneficial ownership” (as defined in the CBCA) of securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation’s then issued and outstanding securities (it being understood that acquisition by the Orion Group of securities of the Corporation pursuant to the exercise of rights granted to the Orion Group pursuant to the terms of the Investor Rights Agreement shall not be considered a “Change of Control” unless such acquisition would cause the Orion Group to acquire the direct or indirect “beneficial ownership” of securities of the Corporation representing 85% or more of the aggregate voting power of all of the Corporation’s then issued and outstanding securities); (iii) a transaction pursuant to which the Corporation goes out of existence; (iv) the dissolution or liquidation of the Corporation except in connection with the distribution of assets of the Corporation to one or more subsidiaries prior to such event; or (v) the occurrence of a transaction requiring approval of the Corporation’s Shareholders involving the acquisition of the Corporation by an entity through purchase of assets, by amalgamation, arrangement or otherwise; or (B) those individuals who, as at the effective date of the employment agreement, constitute the Board (hereinafter called the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Corporation’s Shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board.

2021 Management Information Circular 

The table below shows the incremental payments that would be made to our NEOs, other than, upon certain events assuming termination event took place on December 31, 2020.

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DIRECTOR COMPENSATION

Retainer, Attendance Fees and Share-Based Remuneration

Following the completion of the Vend-In Transactions, the Board adopted the compensation for the Corporation’s non-executive directors. The Board reviews directors’ compensation periodically to ensure that the Corporation’s compensation policy for directors reflects realistically the time spent, responsibilities and risks involved in being an effective director, in light of the Corporation’s obligations pursuant to the terms of the Investor Rights Agreement.

In accordance with the terms of the Investor Rights Agreement, directors who are partners, principals or employees of the Corporation or of an “Investor” as defined therein (which includes the Orion Group and included Yamana) would not be entitled to any compensation for his or her service as a Board member or member of any committee of the Board for the 12 months following the completion of the Vend-In Transactions. As a result, Istvan Zollei and Gerardo Fernandez were not entitled to any compensation for their services as non-executive directors of the Corporation for Fiscal 2020. Following the expiry of this 12 month period on May 27, 2021, “Investor” nominees will be entitled to compensation at least as favourable as the compensation provided to the other Board members for their service as Board members or as members of any committee of the Board.

2021 Management Information Circular 

In determining directors’ remuneration for Fiscal 2020, the Board considered the directors’ compensation offered by a peer group consisting of royalty and streaming companies as well as mining companies on an informal basis. The peer group included Franco-Nevada Corporation, Osisko Gold Royalties Ltd., Sandstorm Gold Ltd., Maverix Metals Inc., Altius Minerals Corporation, Metalla Royalty & Streaming Ltd., EMX Royalty Corporation, Centerra Gold Inc., Pretium Resources Inc. Lundin Gold Inc., IAMGOLD Corporation, Newgold Inc. and Argonaut Gold. Such companies were selected for review based on size, similar business model and industry. As the Corporation continues to grow, the Board and the GHRC Committee intend to revisit this group in considering the remuneration for its directors. The GHRC Committee did not retain a compensation consultant in Fiscal 2020 with regards to the compensation of its non-executive directors, and may engage a compensation consultant for Fiscal 2021 in relation to the same.

All annual DSU grants, as well as annual retainers and attendance fees paid to non-executive directors are described below:

Notes: 

Director Share Ownership Guidelines

The Board has adopted a Minimum Stock Ownership Policy pursuant to which each of the non-executive directors are required to own a minimum number of Common Shares or Units representing a fair market value equal to three times their annual cash retainer and annual DSU grant. For the purposes of the Minimum Stock Ownership Policy, the value of the Common Shares or Units held by a non-executive director is determined based on the closing price of the Common Shares on the TSX on the last trading day of the prior calendar year. Non-executive directors have five years from the date the non-executive director was first appointed or elected to the Board, and must subsequently be maintained for the duration of his or her tenure as director. In the event that a non-executive director’s retainer is increased, such director will have five years from the time of the increase to acquire any additional Common Shares or Units to satisfy the increase in the minimum ownership requirements resulting therefrom.

The following table indicates the Common Share and Unit ownership by each of the Corporation’s non-executive directors, the value of such Common Shares and Units for the purposes of the Corporation’s share ownership policy and the additional investment, if any, required by such non-executive director in order to satisfy the minimum ownership requirements under the Minimum Stock Ownership Policy.

NOTES:

2021 Management Information Circular  

Director Compensation Table

Vincent Metcalfe and Joseph de la Plante have not been and are not entitled to any compensation as directors. For the remaining non-executive directors, the total value of retainers and share-based awards paid by the Corporation during Fiscal 2020 was C$909,140. No attendance fees were paid. The following table provides a summary of the compensation received by each non-executive director of the Corporation for the most recently completed financial year:

Notes: 

2021 Management Information Circular  

Notes:

Incentive Plan Awards – Value Vested or Earned during the Year

The following table discloses the aggregate dollar value that would have been realized during the year ended December 31, 2020 if the Awards had been exercised on the vesting date and the aggregate value realized upon vesting of option-based awards and share-based awards.