Corporate Secretary

Reporting to Vice President, Legal, the Corporate Secretary oversees the corporate governance framework, ensures compliance with regulatory requirements, and supports the Board of Directors and executive team. This role involves managing Board operations, leading governance best practices, overseeing regulatory compliance, and supporting corporate transactions, including mergers and acquisitions. Candidates with active membership in a Canadian Law Society may also provide legal advisory support in areas such as securities and corporate law and corporate transactions.

Key Responsibilities:

Corporate Governance & Board Support:

• Serve as Corporate Secretary, managing all Board of Directors and Committee meetings, including preparation of agendas, minutes, resolutions, and governance materials.
• Oversee the Annual General Meeting (AGM), ensuring compliance with securities laws and TSX and Nasdaq Stockholm regulations.
• Lead and manage the preparation of the Management Information Circular for the AGM.
• Support the Board and senior management on governance policies, disclosure obligations, and corporate compliance. Lead Board and Committee processes, ensuring adherence to best governance practices and regulatory standards.
• Maintain and update corporate policies, charters, and mandates.
• Manage the Directors’ Deferred Share Unit Plan.
• Support senior leadership and the Board on managing the Company’s Whistleblower program.

Regulatory Compliance & Securities:

• Support compliance with Canadian and Swedish securities laws, TSX and Nasdaq Stockholm listing requirements, and continuous disclosure obligations.
• Oversee the preparation and filing of the Annual Information Form (AIF).
• Monitor and interpret securities regulations and governance trends, providing strategic advice to the executive team.
• Collaborate with legal counsel and external advisors on securities filings, regulatory inquiries, and compliance matters.
• Manage insider reporting requirements and corporate disclosure obligations.

Corporate Administration & Records Management:

• Act as Corporate Secretary and maintain corporate records, resolutions, and filings for Canadian and international subsidiaries.
• Collaborate with Tax and Treasury functions on subsidiary governance and management, ensuring all regulatory and legal requirements are met.
• Prepare annual financial statement blackout calendar and circulate blackout notices.
• Liaise with the Corporation's transfer agent on share issuances, transfers and payments of dividends.
• Develop and implement best practices for entity governance and corporate record-keeping.
• Collaborate with HR on equity plan management and perform other miscellaneous duties as assigned.

Mergers & Acquisitions (M&A):

• Provide governance and regulatory support for M&A transactions, corporate reorganizations, and financings.
• Ensure proper Board approvals, due diligence documentation, and disclosure obligations for corporate transactions.
• Work with external legal counsel, investment banks, and regulators to facilitate transactions.

Legal Support (applicable if candidate is practicing member of a Law Society in Canada) :

• Provide legal guidance on Canadian corporate, securities, governance and commercial matters, ensuring compliance with applicable Canadian securities laws, stock exchange requirements and corporate regulations.
• Draft, review, and negotiate a broad range of commercial agreements, including procurement, services, confidentiality, and mining-related contracts.
• Assist with mergers and acquisitions, capital markets transactions, project development activities, and interactions with regulators, external counsel, and other stakeholders.

Required Skills & Experience:

• Minimum 10+ years of experience in corporate governance, securities compliance, and board operations, preferably in a publicly traded mining or natural resources company.
• Knowledge of Canadian securities regulations (NI 51-102, NI 58-101, TSX rules) and familiarity with Nasdaq Stockholm requirements.
• Professional designations such as BAA, LL.B/J.D., Securities Law Clerk, Paralegal, Governance Professionals of Canada (GPC.D) Chartered Governance Professional (CGP), or equivalent are preferred
• Active membership with a Law Society in Canada is preferred but not required.
• Experience and direct involvement in M&A transactions, financings, and corporate reorganizations.
• Strong understanding of continuous disclosure requirements, including AIF preparation, proxy circulars, and MD&A filings, TSX monthly filings, SEDI and SEDAR filings.
• Demonstrated ability to interact effectively with Board members, C-suite executives, legal counsel, and regulatory bodies.
• Excellent organizational, analytical, and written communication skills and interpersonal skills.
• Ability to work independently and proactively, while staying updated on emerging legal and governance trends.
• Ability to travel 10% of the time.