TYHEE GOLD CORP

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Message: Did Dave Webb "Soak" Tyhee? You be the Judge.
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Jan 19, 2012 10:02AM
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Jan 30, 2012 02:20AM
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Jan 30, 2012 07:32AM

Compensation Comments regarding Tyhee

posted on Apr 04, 08 03:50PM

A poster on another board (SH) voiced their concerns with some of Tyhee's compensation.

In order to show that this board is allowing both sides of an argument I took the liberty of sending those concerns to the President of Tyhee. Dave Webb was kind enough to take the time to address those concerns and I will post his replies here in a few minutes. But first, I will post the "word for word" comments that I forwarded to DW for his comments. These are the posters words, not mine (they are not edited but I did shorten them in order to keep his reading time to a minimum.) I also sent him the direct link to the original posts so that he could read the context of the comments.

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1) During the year ended November 30, 2007, an aggregate of $340,680 (2006: $267,000) was paid to private companies owned by the President and Chief Executive Officer, and Executive Vice-President for consulting services.Roger's Drilling Services Inc. ("RDS") $163,260DRW Geological Consultants Ltd. ("DRW") $177,420Total = $340,680An amount of $84,960 (2006: $73,000) was paid in consulting fees to the Chief Financial Officer of the Company." You have to wonder why Webb, Sylvester and the CFO are being paid as CONSULTANTS, not as employees?? Why are they distancing themselves from TDC? Is it a liability issue?? Hmm.I was sure that I saw a table of Salaries for these guys in one of the MD&A reports.Sure hope they’re not double-dipping! $170k a year for what Webb is delivering is really far too much as it is!
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2) "An amount of $116,603 (2006: $98,631) was paid in legal fees to a legal firm of which a partner is an officer of the Company." Value for your money?
You decide.
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3) The Yellowknife Gold Project has a net smelter royalty payable to David R. Webb, President and CEO of the Company..... Example: At 100,000 oz/yr and $1,000/oz this would be worth $750,000/yr to Webb. Note: these terms indicate that Webb will get a lion’s share whether the mine is profitable or not.
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4) Thereafter, the percentage will be 1% to 2.25%, depending on the monthly average gold price (with 2.25% applicable at a monthly average gold price greater thanUS$500 per ounce). "Example: At 100,000 oz/yr and $1,000/oz this would be worth $2.25 MILLION/year to Webb. This is icing on the cake, especially the fact that it is driven by an unrealistically LOW gold price!! Shareholders would be advised to demand a revision to the terms with a MINIMUM gold price trigger of say $1,000/oz. It is suggested that at prices lower than this the YGP is clearly uneconomic.
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5) "The Company has agreed, commencing in April 2004 and on every anniversary thereafter, to advance to David R. Webb a non-refundable minimum payment ofUS$20,000 which is deductible from the NSR, described above. These advancepayments have been paid to date."Real nice: Webb gets an ongoing payment in addition to his $170k ‘consulting fees’. The latest MD&A indicates that Webb was paid $22,000Cdn this year for the royalty advance. Funny, I understood that the exchange rate last April was the other way around. Looks like more creative accounting. Summary: THE MAN is pulling down close to $200k/year. Nice lifestyle.
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6) Part 3 deals with the insiders and friends of TDC: Stock Options and Warrants. "On June 27, 2007, the Company granted 1,876,000 stock options, of which 1,341,000 were to directors and officers of the Company. The exercise price is $0.41 and the expiry date is June 27, 2012." ... Certainly Webb or any other prospector deserves a piece of the action for providing the property, however the NSR deal is far too sweet and should be renegotiated. 2.75% of the revenue off the top is RIDICULOUS! And finally, we need to understand why TDC executive are being paid as consultants, not employees. And, are they receiving salaries on top of the consulting $$?? Oh yes, I may have forgot to mention that Webb, Sylvester and Anderson ALL received "performance bonuses" in addition to their consultant charges, amounting to $26k, $24k and $13k. I guess it is one of those cases where everyone pats themselves on the back for a 'job well done'.
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Dave Webb Responds:

posted on Apr 04, 08 04:20PM

These were kindly offered in reply to the comments that were posted:

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Question #1.

Let’s address myself. I work as a consultant to Tyhee for many reasons, not the least of which is it minimizes Tyhee’s costs and liability to me. As well, the Canadian tax system punishes employees, allowing consultants greater lee way in financial planning.Currently, experienced geologists are receiving anywhere upwards of $1,000 per day. Junior geologists are receiving $350 per day and more ($105,000 per 300 days, plus benefits).DRW invoiced Tyhee $177,420 in 2007. This works out to $166,700 before GST which Tyhee receives back. This is equivalent cost to Tyhee of a salaried person of about $116,000 (+/-). Currently, first year geologists start at $100,000 per year (see article at the end). So for about $16,000 per year, Tyhee gets a graduate engineer, M.Sc. Geologist, Ph.D. Geologist, with over 25 years of experience. There are two other individuals in the company that make more than this.There’s a guy on the street corner here in Vancouver who is willing to work for less than Tyhee’s current management. Perhaps those that are concerned about reducing compensation payments should look to him. What should you pay someone to manage your money, in a $80 million company.

Question #2

Again, what should legal fees cost. Check it out, we’re at the low-end of what a company our size pays.

Question #3

Great question, but only half the details. The royalty gets paid AFTER capital recovery. It was negotiated as an arm’s length deal in 2001. I’d be very happy to renegotiate now. Tyhee on the other hand would not want to open negotiations. It has nothing to do with DRW’s relationship with Tyhee, rather it was an asset Tyhee wanted.

Question #4

Is there a question here? There is a comment that at prices under $1,000 the YGP is uneconomic. Please sign your name to this and be responsible for it. I’m going to do exactly that with the P.A.

Question #5

Again, same issue. Is there a question here?

Question # 6

Stock options and warrants. Options are granted as per our Option Policy which is approved by shareholders each and every year. They are issued twice per year, after the AGM in the spring and after the fall budget meeting. The only exceptions are delays due to blackouts where no shares or options may be issued, sold or exercised.

The NSR was negotiated in 2001 (gold price <$285 per ounce, and is less than industry standards. I agree it should be renegotiated or I should get the property back. Perhaps Lovecarrots could place that on the agenda at the AGM?

There are no salaries paid to consultants. The compensation is fully disclosed and DRW invoices $177,420 per year which is less than current industry standards. Consultants are paid invoiced amounts plus GST (GST is recoverable by Tyhee). Employees are paid salary, plus statutory payments (E.I, plus C.P.P.) plus holidays. Additionally, the company has other statutory requirements such as termination notice, and the directors are personally liable for any unpaid employee benefits. Performance benefits are declared by the board based upon the recommendations of the compensation committee. If a shareholder has issues with this, they should send a note to the compensation committee, the chairman of Tyhee, and/or Tyhee’s corporate counsel.

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Further to this Dave added the following:

I realize this is not coming from you Crowlee, and my comments are not directed at you. My comments are directed to individuals who wish to suggest that their funds be managed by someone being compensated at a rate less than a graduating geologist would make. Bizarre when you think about it. In 2000, 2001, and 2002 RGS and DRW took home a total compensation package of close to $10,000. Total, not per year. We worked very hard to make Tyhee work, and when Tyhee purchased Nicholas Lake, for cash and a royalty, no cash was exchanged. Tyhee didn’t have any cash. DRW waived payment, helping Tyhee without compensation. Eventually DRW was paid, but I don’t know too many employees who would waive salaries for several years, sell and asset to the company and waive payments until the company gets financed and can move forward.

Royalties on the YGP have nothing to do with my management position. It has to do with my experience in the belt, and my ownership of certain mineral rights. I have owned and controlled mineral properties in Yellowknife for decades, and still own mineral rights.

Tyhee’s assets, Nicholas Lake, Ormsby, Goodwin Lake, Clan Lake, BigSky are all DRW defined targets. Each one has value that the market believes is worth $80 million. Net of funds raised, this is an increase in more than $40 million. Total cost to the shareholders? $500k? Good value for the shareholders I would think.

Dave

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