Senior Corporate Counsel

POSITION DESCRIPTION – SENIOR CORPORATE COUNSEL

POSITION OVERVIEW

Reports to:

Vice President, Legal

Location:

Vancouver (Hybrid)

POSITION SUMMARY

The Senior Corporate Counsel is responsible for providing legal advice and support across a broad range of corporate, securities, and commercial matters for the Company’s global operations. This role is central to ensuring compliance with securities laws and disclosure obligations, supporting corporate development and exploration activities, advising on equity-based compensation plans and securities transactions and contributing to major corporate transactions and risk management. Working closely with senior members of the Legal team, the Senior Corporate Counsel acts as a trusted advisor to corporate functions and senior management. This position is also expected to collaborate with members of the legal function located outside Canada on global initiatives, including those related to disclosure controls and procedures, commercial transactions and ethics and compliance matters.

KEY RESPONSIBILITIES

The Senior Corporate Counsel will be responsible for, but not limited to, the following:

Corporate/securities law and disclosure

:

- Provide legal guidance on continuous disclosure obligations, including preparation and review of annual and quarterly filings, management information circulars, news releases, presentations and sustainability themed public reports.

- Be a member of the cross-functional team that is responsible for reviewing technical reports and provide advice on National Instrument 43-101 disclosure obligations as it applies to mineral projects.

- Support policy development on securities law matters including corporate disclosure and insider trading, guide internal stakeholders on the continued application of disclosure controls and procedures and educate internal stakeholders on all of the above.

Commercial and transactional support.

- Support commercial transactions and agreements being led by the Corporate Development and Exploration teams, including those related to earn-in agreements, joint ventures, acquisitions, dispositions, confidentiality agreements, and exploration-related contracts.

- Monitor and advise on compliance with contractual commitments.

- Assist the EVP Legal, General Counsel and Chief Compliance Officer and VP Legal in the execution of complex corporate transactions, including M&A, securities offerings, and financings.

- Support the development of in-house templates and participate in due diligence activities and portfolio reviews.

Compensation and Benefits

:

- Advice on equity-based compensation plans and related securities filings.

- Support the Total Rewards team on executive compensation disclosure requirements and compliance with applicable securities law and stock exchange requirements.

Corporate Governance:

- Support the Corporate Secretary on corporate governance matters as required, including providing advice on corporate and securities laws and stock exchange rules, and Board and Board Committee duties and responsibilities.

Risk Management.

- Assist in the management of disputes, regular assessments of the Company’s legal and compliance risks and provide legal support to functional teams on risk management activities.

Ethics and Compliance

.

- Participate in all ethics and compliance procedures and projects as assigned by the EVP Legal, General Counsel and Chief Compliance Officer and VP Legal.

- Champion compliance with the Company’s Code of Business Conduct and Ethics and global policies, including the Anti-Bribery Policy and related procedures.

Collaboration

:

- Partner effectively with internal stakeholders, including Finance, Investor Relations and Communications, Corporate Development, Exploration, Total Rewards, Technical Services and Sustainability while managing external counsel relationships to ensure efficient delivery of legal services.

VALUES

- Collaboration

– We succeed together

- Integrity

– We are honest and do the right thing

- Agility

– We continuously assess, adapt and navigate to find solutions

- Courage

– We embrace the unknown and face challenges head-on

- Drive

– We persevere through adversity, remaining committed to delivering on our promises

QUALIFICATIONS, KNOWLEDGE & PREVIOUS EXPERIENCE REQUIREMENTS

- Law degree (LL.B or J.D.) and member in good standing with the Law Society of British Columbia.

- 5–10 years of post-call experience, ideally gained in a corporate/commercial or securities law practice at a leading law firm or within a large in-house legal department.

- Prior experience with mining clients or in a mining company will be considered.

- Strong knowledge of Canadian securities laws, corporate governance, and commercial contracting.

- Demonstrated experience in corporate transactions (M&A, joint ventures, financings).

- Excellent drafting, negotiation, and communication skills.

- Ability to work independently while managing multiple priorities in a fast-paced, global environment.

- Able to travel to the Company’s operating sites in Québec, Greece and Türkiye, as well as the regional European office in the Netherlands if and as required, to support internal client groups and members of the global Legal function. Travel expectation up to 15%.

The salary range for this position is

. The actual base salary offered is determined based on the successful candidate’s relevant experience, skills, and competencies, taking into consideration internal equity. Qualified candidates with the required qualifications and relevant experience can expect an offer between the minimum and around the midpoint of the range. Progression toward the higher end of the range is based on higher qualifications and experience or demonstrated performance in the role.