Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 3rd, 2022, Seamus
McAuley resigned as Chief Executive Officer, with immediate effect. On October 7, 2022, the board of directors accepted the resignation
of Seamus McAuley as Chief Executive Officer.
Also on October 7, 2022, we have appointed
the following officers and directors: David Hitchcock was appointed as our CEO, and Terry Rafih was appointed as a member of our board
of directors.
David Hitchcock – CEO – Age
59
David Hitchcock, OBE has worked in the City
of London for nearly 30 years, most recently in companies he co-founded to facilitate equity investment into UK Small and Medium Enterprises
(SMEs). His experience concentrated particularly in the UK Life Sciences and Precision Engineering Sectors including listings onto the
London Stock Exchange. David and his team bought several high precision engineering companies from administration, turning them round
and creating over 200 jobs in Wales and the West of England including a standalone apprentice training centre.
David spent 21 years in Investment Banking
with 10 years as a Managing Director at JPMorgan and Head of Investor Client Management. David and his team managed the bank’s most
senior client relationships with its most important institutional asset managers and hedge funds in the UK and EMEA. He began his City
career in Equities at Goldman Sachs in 1992. Before entering the City David served as a British Army Officer with The Sixth (Queen Elizabeth’s
Own) Gurkha Rifles. He is a Graduate of The Royal Military Academy, Sandhurst and Pembroke College, Cambridge.
David has lectured at The Royal College
of Defence Studies and the Master of Finance Course at the Judge Business School, Cambridge University. He is a Trustee of several
educational and military charities.
Terry Rafih– Director - Age 67
Terry Rafih has been Chief Executive Officer at Bright Green Corp.
(“BGC”) since September 2022 and the Chairman of BGC’s Board since October 2019, and previously served as BGC’s
Interim Chief Executive Officer from June 2022 to September 2022. Since January 1989, Mr. Rafih has been the Owner and Chief Executive
Officer of Rafih Automotive Group, one of Canada’s largest networks of auto dealerships. Mr. Rafih has decades of business experience
and has managed mergers and acquisitions representing several billion dollars in aggregate value. Mr. Rafih received a B.S. in business
administration from the University of Windsor. Mr. Rafih brings over 30 years of executive leadership experience to the Board. Mr. Rafih’s
insights are critical to Board discussions.
Aside from that provided above, Mr. Rafih is not a director of any public
companies. We believe Mr. Rafih is qualified to serve on our Board of Directors because of his prior service as a board member and officer
over public companies with years of experience and involvement with public company acquisitions.
Aside from it being a condition of the Share Purchase, there were no arrangements
or understandings between Mr. Rafih and any other persons pursuant to which such individual was selected as a Director of our company.
There are no family relationships between our officers and/or directors.
Other than described above in Item 1.01, Hitchcock and Rafih have not had
any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.
We intend to offer an Employment Agreement with Mr. Hitchcock at some point
in the future.
