A2 Gold Corp. — Remuneration Information 2024

Apr 12, 2024

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STATEMENT OF EXECUTIVE COMPENSATION

(for the financial year ended September 30, 2023)

Allegiant Gold Ltd.

(the “ Company ”)

For the purposes of this Statement of Executive Compensation, a Named Executive Officer (“ NEO ”) of the Company means each of the following individuals:

In this section “NEO” means the CEO, the CFO and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation was more than $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year.

Peter Gianulis, the CEO of the Company, Sean McGrath, the CFO and Corporate Secretary of the Company, and Alan Roberts, the VP of Exploration of the Company, are currently each an NEO of the Company for the purposes of the following disclosure for the financial year ended September 30, 2023.

Compensation Discussion and Analysis

Objectives of the Compensation Program

The board of directors (the “ Board ”) determines management compensation based on advice and discussion provided by the Board, without reference to formal objectives, criteria or analysis. The Board relies on the experience of its members as officers and directors of the Company and with other junior mining companies in determining its compensation program. The general objectives of the Company’s compensation program are to:

• compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing shareholder value;

• align management’s interests with the interests of shareholders;

• provide a compensation package that is commensurate with other junior mineral exploration companies to enable the Company to attract and retain talent;

• to ensure that the total compensation package is designed in a manner that considers the constraints under which the Company operates, in particular that the Company is a junior mineral exploration company without a history of earnings; and

• to ensure that total compensation paid to all NEOs is fair and reasonable.

Elements of Compensation

Base salary is used to provide the NEOs with an agreed-upon annual compensation with the expectation that each NEO will perform his responsibilities to the best of his ability and in the best interests of the Company.

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Company’s 10% rolling omnibus incentive plan (the “ Plan ”) dated for reference January 13, 2022. Stock options (“ Options ”) and restricted share units (“ RSUs ”) are granted to executives and employees considering a number of factors, including the amount and term of Options and RSUs previously granted, base salary and bonuses and competitive

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factors. The amounts and terms of Options and RSUs granted are determined by the Board based on recommendations put forward by the Compensation Committee. Due to the Company’s limited financial resources, the Company emphasizes the provisions of Option and RSU grants to maintain executive motivation.

The Company may also issue a bonus to a NEO, generally at the conclusion of a calendar year. A bonus may be payable if the Company had an exceptional year or accomplished significant achievements. Bonuses are also tied in part to the performance by a NEO each year, and the NEO’s contribution to the achievement of the Company’s goals and objects for that year.

Determination of Amounts of Each Element

The Board, in consultation with the Compensation Committee, determines the amount of each element of compensation payable to a NEO through reference to other junior mineral exploration companies, the experience of the NEO, and general market conditions, with the intention of meeting the objectives set out above.

While the Company considers the value of each element in determining the values of the other elements of compensation payable, the Company sets each element in reference to the compensation provided to the Company’s other officers, employees, and consultants and also to general market standards.

The current members of the Compensation Committee of the Company are Shawn Nichols and Gordon Bogden.

Implications of Risks Associated with Compensation Program

Neither the Board nor a committee of the Board has deemed it necessary to consider the implications of the risks associated with the Company’s compensation policies and practices. The Company is a junior mining company that compensates its personnel based upon an agreed upon wage and does not make use of more complicated mechanisms for determining remuneration. Due to the straightforward nature of the model of determining compensation, the Board does not consider there to be material risks associated therewith requiring consideration.

NEO or Director’s Ability to Purchase Financial Instruments

The Company does not place restrictions on a NEO or Director’s ability to purchase securities or financial instruments, beyond the imposition of blackout periods where applicable and an expectation that all personnel will strictly abide by insider trading laws. Notwithstanding this fact, financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director, are not generally available in connection with the Company.

Share-based and Option-based Awards

Objectives and Rewards of the Compensation Program

The Company established its Plan to provide incentives to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Board considers Option and RSU grants based on such criteria as performance, previous grants, and hiring incentives. All Option and RSU grants require approval of the Board.

In monitoring or adjusting Option or RSU allotments, the directors take into account their own observations on individual performance (where possible) and their assessment of individual contribution to shareholder value, previous Option and RSU grants, and the objectives set for the NEOs and the Board. The scale of Options and RSUs is generally commensurate to the appropriate level of base compensation for each level of responsibility. In addition to determining the number of Options and RSUs to be granted to the methodology outlined above, the directors also make the following determinations:

1. parties who are entitled to participate in the Company’s Plan;

2. the exercise price for each Option granted, subject to the policies of any applicable regulatory authority or stock exchange;

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• the date on which each option or RSU is granted;

• the vesting period, if any, for each Option or RSU;

• other material terms and conditions of each Option or RSU grant; and

• any re-pricing or amendment to an Option grant.

The directors make these determinations subject to and in accordance with the provisions of the Company’s Plan. The Board reviews and approves grants of Options and RSUs on an annual basis and periodically during a financial year.

Compensation Governance

Policies and Practices

The Company has a Compensation Committee who is tasked with (a) reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of those corporate goals and objectives; (b) discussing and establishing non-CEO officer and director compensation, incentive-compensation plans and equity-based plans; and (c) reviewing executive compensation disclosure before the Company publicly discloses this information.

Summary Compensation Table

Name and principal position	Year	Salary ($)(1)	Share- based awards ($)(1)	Option- based awards ($)(1)	Non-equity incentive plan compensation	Non-equity incentive plan compensation	Pension value ($)(1)	All other compensat ion ($)(1)	Total compensa- tion ($)(1)
					Annual incentiv e plans ($)(1)	Long-term incentive plans ($)(1)
Peter Gianulis(2) CEO	2023	262,242	116,341	66,567	Nil	Nil	Nil	Nil	445,150
	2022	205,271	123,237	134,558	Nil	Nil	Nil	27,561	490,677
	2021	183,317	32,328	Nil	Nil	Nil	Nil	46,800	262,445
Sean McGrath(3) CFO and Corporate Secretary	2023	180,000	54,259	45,613	Nil	Nil	Nil	Nil	279,872
	2022	111,000	71,377	97,860	Nil	Nil	Nil	14,400	294,637
	2021	96,000	18,716	Nil	Nil	Nil	Nil	24,000	138,716
Alan Roberts(4) VP Exploration	2023	253,820	21,957	54,603	Nil	Nil	Nil	Nil	330,380
	2022	21,121	Nil	Nil	Nil	Nil	Nil	Nil	21,121
	2021	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

(1) Compensation paid is expressed in Canadian dollars unless otherwise noted.

(2) Mr. Gianulis was appointed as the CEO of the Company effective September 16, 2019. Mr. Gianulis has been a director of the Company since September 26, 2017.

(3) Mr. McGrath was appointed as CFO and Corporate Secretary of the Company on October 1, 2019.

• (4) Mr. Roberts was appointed as VP Exploration of the Company on September 1, 2022.

Incentive Plan Awards – Value vested or earned during the year

The following table sets out the value vested or earned under incentive plans during the Company’s financial year ended September 30, 2023, for each NEO:

Name	Option-based awards Value vested during the year(1) ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Peter Gianulis	66,567	116,341	Nil
Alan Roberts	54,603	21,957	Nil

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Sean McGrath 45,613 54,259 Nil

Narrative Discussion of Incentive Plan Awards (NEOs)

Awards are made under the Company’s Plan at the discretion of the Board. The Plan reserves a rolling number of common shares issuable on exercise of Options and RSUs granted thereunder, being 10% of the issued and outstanding common shares at any given time, less any other share compensation arrangements other than the Plan.

The Company uses the Black Scholes Option valuation model in determining the amounts payable related to an Option grant. The Black Scholes Option valuation model is used because it provides a fair value widely accepted by the business community and is regarded as one of the best ways of determining a fair price for Options. The fair value based on the Company’s historical stock prices to determine the stock’s volatility, the expected life of the Option which is based on the average length of time similar Option grants in the past have remained outstanding prior to the exercise and vesting period of the grant.

As a matter of policy, the Company does not grant Options at an exercise price that is less than the closing price of the common shares on the TSX Venture Exchange the trading day prior to the grant date. Accordingly, all of the Options held by NEOs were granted with an exercise price at or above market price at the date of grant.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.

Termination and Change of Control Benefits

Except as disclosed below, neither the Company nor any subsidiary thereof has a contract, agreement, plan or arrangement that provides for payments to a NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company, or a change in responsibilities of the NEO following a change of control.

Pursuant to a consulting agreement with Peter Gianulis, CEO of the Company, dated effective September 1, 2022, in the event of termination by the Company other than for just cause, disability or death or termination for “good reason”, the Company shall pay Mr. Gianulis within 7 days after the date of termination the amount equal to USD$384,000 plus any accrued but unpaid consulting fees and expenses and 100% of the outstanding and unvested compensation securities shall become fully vested and any compensation securities as of the date of termination will remain exercisable for one year.

Pursuant to a consulting agreement with 1267911 BC Ltd. (“ CFO Consulting Co ”), a company controlled by Sean McGrath, CFO of the Company, dated effective September 1, 2022, in the event of termination by the Company other than for just cause, disability or death or termination for “good reason”, the Company shall pay CFO Consulting Co within 7 days after the date of termination the amount equal to CAD$360,000 plus any accrued but unpaid consulting fees and expenses and 100% of the outstanding and unvested compensation securities shall become fully vested and any compensation securities as of the date of termination will remain exercisable for one year.

Pursuant to a consulting agreement with Rockhead LLC (“ VP Consulting Co ”), a company controlled by Alan Roberts, VP Exploration of the Company, dated effective September 10, 2022, in the event of termination by the Company other than for just cause, disability or death or termination for “good reason”, the Company shall pay Consulting Co within 7 days after the date of termination the amount equal to USD$370,000 plus any accrued but unpaid consulting fees and expenses and 100% of the outstanding and unvested compensation securities shall become fully vested and any compensation securities as of the date of termination will remain exercisable for one year.

Director Compensation

Compensation provided to the directors of the Company, not set out in the NEO compensation reported above, for the Company’s financial years ended September 30, 2023, 2022 and 2021 is set out below:

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Name	Year	Fees Earned ($)(1)	Share- based Awards ($)(1)	Option- based Awards ($)(1)	Non-equity incentive plan Compensation ($)(1)	Pension Value ($)(1)	All other compensation ($)(1)	Total ($)(1)
Shawn Nichols(2)	2023	36,000	41,861	26,512	Nil	Nil	24,000	128,373
	2022	36,000	35,415	73,395	Nil	Nil	10,000	154,810
	2021	36,000	27,830	Nil	Nil	Nil	Nil	63,830
Gordon Bogden(3)	2023	60,000	57,319	30,217	Nil	Nil	Nil	147,536
	2022	46,000	74,396	23,464	Nil	Nil	Nil	143,860
	2021	19,839	26,760	Nil	Nil	Nil	Nil	46,599
Andy Wallace(4)	2023	30,677	3,501	Nil	Nil	Nil	44,590	78,768
	2022	36,000	9,460	Nil	Nil	Nil	115,316	160,776
	2021	36,000	21,024	Nil	Nil	Nil	101,613	158,637

(1) Compensation paid is expressed in Canadian dollars unless otherwise noted.

(2) Mr. Nichols has served as a director of the Company since October 1, 2019.

(3) Mr. Bogden has served as a director of the Company since March 11, 2021.

(4) Mr. Wallace served as a director of the Company from July 21, 2020 to August 7, 2023.

Narrative Discussion of Director Compensation

The Company paid $3,000 per month in fees to each non-executive director from October 1, 2019. Effective May 1, 2022, the Company paid Mr. Bogden $5,000 per month for his position as Chair of the Company.

The directors are reimbursed for expenses incurred on behalf of the Company. From time to time, directors may be retained to provide specific services to the Company and will be compensated on a normal commercial basis for such services.

Outstanding Share-based Awards and Option-based Awards

The following table sets out all Option-based awards and share-based awards outstanding as at the financial year ended September 30, 2023 for each director that is not a NEO:

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercise d options (#)	Option exercise price ($)	Option expiration Date	Value of unexercise d in-the- money options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Shawn Nichols	200,000 100,000	0.10 0.25	Sept. 20, 2024 Oct. 7, 2027	6,000 Nil	200,000	26,000	65,000-
Andy Wallace	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Gordon Bogden	100,000	0.25	Oct. 7, 2027	Nil	325,000	42,250	Nil

(1) The closing price for the common shares on September 29, 2023, being the last trading date of the financial year ended September 30, 2023, was $0.13 per common share.

Incentive Plan Awards – Value vested or earned during the year (Directors)

The following table sets out the value vested or earned under incentive plans during the financial year ended September 30, 2023, for each director that is not a NEO:

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Name	Option-based awards Value vested during the year(1)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year
Shawn Nichols	26,512	41,861	Nil
Gordon Bogden	30,217	57,319	Nil
Andy Wallace	Nil	3,501	Nil

ADDITIONAL INFORMATION

Additional information concerning the Company can be found on SEDAR+ at www.sedarplus.ca and on the Company’s website at https://allegiantgold.com/.

Financial information relating to the Company is provided in the Company’s audited financial statements and the management discussion and analysis (“ MD&A ”) for the financial year ended September 30, 2023. Shareholders may download the financial statements and MD&A from SEDAR+ (www.sedarplus.ca) or contact the Company directly to request copies of the financial statements and MD&A by: mail to Suite 400 – 1681 Chestnut Street, Vancouver, BC, V6J 4M6; or fax to 604.737.1140. Additional financial information concerning the Company may be obtained by any shareholder free of charge by contacting the Company at 604.737.2303.