Position: Corporate Secretary
Company: Confidential (two affiliated exploration-stage mining companies, one listed on the TSX-V and OTCQB, the other on the CSE)
Location: Downtown Vancouver, BC (office-based)
Reports to: Chief Executive Officer, with direct access to the Board and its committees
Employment type: Full-time, permanent; time shared between two affiliated companies
Start date: As soon as possible

About the Companies

Two Vancouver-based mining companies, both at the mineral exploration stage. One is listed on the TSX Venture Exchange and quoted on the OTCQB in the United States, and the other is listed on the Canadian Securities Exchange. The companies' names will be shared with shortlisted candidates.

Position Summary

The Corporate Secretary is the Company's lead governance officer and trusted advisor to the Board, its committees and senior management. The role owns the Company's corporate governance framework, board and shareholder processes, continuous disclosure calendar and compliance with Canadian securities laws, TSX Venture Exchange and Canadian Securities Exchange policies, and OTC Markets requirements.

The role is shared between the two companies, with time allocated approximately 60/40 between the two, according to each company's needs. The Corporate Secretary acts as secretary to both boards and carries out the responsibilities below for each company, managing their separate board, disclosure and AGM calendars.

This is a hands-on role in a lean public-company team. The successful candidate will act as the key link between the Board and management, keep the Company filing-ready at all times, and bring sound judgment to matters that often need quick turnaround.

Key Responsibilities

Board and committee governance

- Plan and manage the annual Board and committee calendar, agendas and meeting logistics, in consultation with the Chair and committee chairs.
- Prepare, circulate and archive board materials, and attend all Board and committee meetings as secretary.
- Draft accurate minutes and written consent resolutions, and track action items and follow-up to completion.
- Advise directors and management on governance best practices, director duties and conflict of interest procedures under the Business Corporations Act (British Columbia).
- Maintain and periodically review the Company's governance framework, including committee charters, the Code of Business Conduct and Ethics, and disclosure, insider trading, whistleblower and other corporate policies.
- Coordinate director onboarding, board and committee evaluations,



and director and officer questionnaires.

Continuous disclosure and stock exchange compliance

- Own the continuous disclosure calendar and ensure timely filing on SEDAR+ of financial statements, MD&A;, annual filings, material change reports and other required documents under NI 51-102.
- Coordinate the review and dissemination of news releases with management, legal counsel and investor relations, in line with the Company's disclosure policy.
- Prepare and file TSX-V and CSE submissions and notices (including CSE monthly progress reports), and obtain exchange acceptance where required for private placements, security-based compensation, shares for debt, property transactions and other corporate actions.
- Support compliance with NI 52-110 (audit committees), NI 58-101 (governance disclosure) and NI 43-101 disclosure protocols, working with the technical team.

U.S. and OTC Markets obligations

- Maintain the Company's OTCQB quotation, including annual certifications, fees, company profile updates and required disclosure.
- Monitor U.S. securities law considerations, including foreign private issuer status, Regulation S and Regulation D resale restrictions, and DTC eligibility.
- Liaise with U.S. counsel on cross-border financings and filings, as required.

Shareholder meetings

- Lead the annual general and any special meetings of shareholders, including the meeting timeline, notice-and-access, record dates, and liaison with the transfer agent and proxy solicitation agent.
- Draft and coordinate the management information circular, including statement of executive compensation and governance disclosure.
- Act as scrutineer liaison and prepare the report of voting results.

Corporate records, subsidiaries and equity administration

- Maintain minute books, statutory registers and corporate records for the Company and its subsidiaries in Canada and foreign jurisdictions, working with local counsel and agents.
- Manage the entity chart, annual filings and good-standing requirements for all group entities.
- Administer the equity incentive plan(s), including grants, exercises, vesting and expiries, and reconcile records with the transfer agent.
- Oversee insider reporting on SEDI,



maintain the insider list, and administer blackout periods and trading pre-clearance under the insider trading policy.
- Coordinate signing authorities, banking resolutions, certificates of incumbency and KYC documentation with financial institutions.

Advisory and special projects

- Support the Board and management on financings, acquisitions, dispositions, name changes, consolidations and other corporate transactions.
- Work closely with external legal counsel, auditors, the transfer agent and regulators.
- Stay current on regulatory developments and advise on their impact on the Company.

Qualifications

Education and experience

- A relevant post-secondary qualification is required, such as a law degree, degree or diploma in business or commerce, a paralegal certificate, the Chartered Governance Qualified designation, or a Canadian Securities Course or similar compliance credential.
- At least 8 years of corporate secretarial, governance or securities compliance experience with Canadian public companies.
- Experience in the mining or resource sector is strongly preferred.
- A director education designation (such as C.Dir or ICD.D) is an asset.

Knowledge and skills

- Strong command of the BC Business Corporations Act, Canadian securities laws and national instruments, and TSX-V and CSE policies.
- Hands-on experience with SEDAR+, SEDI, TSX-V and CSE filings, AGM processes and equity plan administration.
- Excellent minute-taking, drafting and editing skills, with a high degree of accuracy.
- Experience maintaining records for foreign subsidiaries and working with counsel in multiple jurisdictions is an asset.

Personal attributes

- Sound judgment, discretion and integrity in handling confidential and sensitive information.
- Able to manage competing deadlines in a fast-paced environment with a small team.
- Confident communicator, able to build trusted relationships with directors, executives and external advisors.
- Proactive and self-directed, with a practical, solutions-focused approach.

Compensation and Working Conditions

- Salary negotiable based on experience.
- Eligibility for an annual discretionary bonus and participation in the Company's equity incentive plan.
- Extended health and dental benefits.
- Office-based at the Company's downtown Vancouver office.
- Periods of extended hours around quarter-ends, financings and the AGM.

Pay: From $160,000.00 per year

Benefits:

- Dental care
- Extended health care
- Stock options

Work Location: In person

📌 Corporate Secretary (Vancouver)
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