Altair Resources Inc. — Remuneration Information 2021

Sep 27, 2021

ALTAIR RESOURCES INC. (the “Company”)

FORM 51-102F6V STATEMENT OF EXECUTIVE COMPENSATION (For the Year Ended March 31, 2021)

General

The following information, dated as of September 27, 2021, is provided as required under Form 51-102F6V for Venture Issuers (the “Form” ), as such term is defined in National Instrument 51-102.

For the purposes of this Form, a “Named Executive Officer” (a “ NEO ”) means the following persons:

• (a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a CFO;

• (b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a CFO;

• (c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5), for that financial year;

• (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year;

During the financial year ended March 31, 2021, the Corporation had four NEOs, namely: the late Mr. Harold (Roy) Shipes, who served as President and CEO from February 7, 2017 until August 4, 2020; Mr. Nick DeMare, who served as interim CFO from June 2, 2017 to September 9, 2020; Mr. Bruce Reid, who served as President and CEO from August 4, 2020 to September 18, 2020 and as interim CFO from September 9, 2020 to September 18, 2020; and Mr. Jeffrey Steiner, who assumed roles of Board chair, interim President, CEO from September 22, 2020 to May 25, 2021 and as interim CFO from September 22, 2020 to May 10, 2021.

Director and NEO Compensation, Excluding Options and Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Corporation to each NEO and director of the Corporation for the completed financial years ended March 31, 2021 and 2020. Options and compensation securities are disclosed under the heading “ Stock Options and Other Compensation Securities and Instruments ” below.

	Table	of Compensation, Excluding Compensation Securities
Name and position	Year(1)	Salary, consulting fee, retainer or commission ($)(2)	Bonus ($)(2)	Committee or meeting fees ($)(2)	Value of perquisites ($)(2)	Value of all other compensation ($)(2)	Total compensation ($)(2)
George S. Young(3) Board Chair, President, CEO and Director	2021 2020	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Jack Cartmel(4) CFO	2021 2020	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A

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Table of Compensation, Excluding Compensation Securities

Table of Compensation, Excluding Compensation Securities	Table of Compensation, Excluding Compensation Securities	Table of Compensation, Excluding Compensation Securities	Table of Compensation, Excluding Compensation Securities	Table of Compensation, Excluding Compensation Securities	Table of Compensation, Excluding Compensation Securities	Table of Compensation, Excluding Compensation Securities	Table of Compensation, Excluding Compensation Securities
Name and position	Year(1)	Salary, consulting fee, retainer or commission ($)(2)	Bonus ($)(2)	Committee or meeting fees ($)(2)	Value of perquisites ($)(2)	Value of all other compensation ($)(2)	Total compensation ($)(2)
Michael G. Nelson(5) Director	2021 2020	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Wayne Koshman(5) Director	2021 2020	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Moe Dillon(6) Director	2021 2020	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
James Walker(7) Director	2021 2020	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Nick DeMare(8) Corporate Secretary, former interim CFO	2021 2020	15,000 60,000	Nil Nil	Nil Nil	Nil Nil	27,700(9) 34,000(9)	42,700 94,000
John Booth(6) Former Director	2021 2020	21,000 N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	21,000 N/A
Dr. Aylin Cecen Aksu(10) Former Director	2021 2020	3,000 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	3,000 Nil
Jeffrey Steiner(11) Former Board Chair, former Director, former interim President, former CEO, former interim CFO	2021 2020	72,500 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	72,500 Nil
Vincent Spinelli(12) Former Director	2021 2020	1,000 N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	1,000 N/A
Bruce Reid(13) Former interim President, former interim CEO, former interim CFO, former Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Harold “Roy” Shipes(14) Former President, former CEO, former Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

NOTES:

• (1) Financial years ended March 31.

• (2) All amounts shown were incurred or paid in Canadian currency, the reporting currency of the Corporation.

• (3) Mr. Young was appointed as director, Board Chair, President and CEO on May 25, 2021.

• (4) Mr. Cartmel was appointed as CFO on May 10, 2021.

• (5) Dr. Nelson and Mr. Koshman were appointed as directors on May 28, 2021.

• (6) Mr. Dillon was appointed as director on July 5, 2021 when Mr. Booth resigned.

• (7) Mr. Walker was appointed as director on August 9, 2021.

• (8) Mr. DeMare served as interim CFO from June 2, 2017 to September 9, 2020.

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• (9) Charged by Chase Management Ltd. (“Chase”), a private entity owned by Mr. DeMare, for accounting and administration services provided by Chase personnel (exclusive of Mr. DeMare).

• (10) Dr. Aylin Cecen Aksu ceased to be a director on June 24, 2021.

• (11) Mr. Steiner assumed the roles of Board Chair, interim President, CEO and interim CFO on September 22, 2020, following the resignation of Mr. Reid. Mr. Steiner ceased acting as interim CFO on May 10, 2021 when Mr. Mr. Jack Cartmel was appointed CFO. Mr. Steiner resigned as director, Board Chair, Interim President and CEO on May 25, 2021 and was replaced by Mr. George S. Young.

• (12) Mr. Spinelli served as director from October 23, 2020 to January 29, 2021.

• (13) Mr. Reid took on the positions of President and CEO on August 4, 2020 following the passing of Mr. Shipes, and as interim CFO on September 9, 2020 to fill the vacancy resulting from the resignation of Mr. DeMare as interim CFO. On September 22, 2020, Mr. Reid resigned as a director, interim President, CEO and CFO.

• (14) The late Mr. Shipes served as President and director from October 12, 2016 to August 4, 2020 and as CEO from February 7, 2017 until August 4, 2020.

Stock Options and Other Compensation Securities and Instruments

Outstanding Compensation Securities of NEOs and Directors

The following table of compensation securities provides a summary of all compensation securities granted or issued by the Corporation to each NEO and director of the Corporation for the financial year ended March 31, 2021, for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries:

		Compensation Securities
Name	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end(1) ($)	Expiry Date
Nick DeMare(2)	Stock Options	50,000	Nov. 25/20	0.05	0.035	0.045	Nov. 25/25
John Booth(3)	Stock Options	75,000	Nov. 25/20	0.05	0.035	0.045	Nov. 25/25
Dr. Aylin Cecen Aksu(4)	Stock Options	25,000	Nov. 25/20	0.05	0.035	0.045	Nov. 25/25
Jeffrey Steiner(5)	Stock Options	275,000	Nov. 25/20	0.05	0.035	0.045	Nov. 25/25
Vincent Spinelli(6)	Stock Options	75,000	Nov. 25/20	0.05	0.035	0.045	Nov. 25/25
Bruce Reid(7)	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Harold “Roy” Shipes(8)	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A

NOTES:

• (1) Closing trade price on March 31, 2021, the last trading day during the Corporation’s March 31, 2021 year end.

• (2) As at March 31, 2021, Mr. DeMare held 330,000 stock options of the Corporation, including 100,000 stock options granted to Chase, entitling him to acquire, upon exercise, 330,000 common shares in the capital of the Corporation. All of these stock options were vested as at March 31, 2021.

• (3) As at March 31, 2021, Mr. Booth held 75,000 stock options of the Corporation entitling him to acquire, upon exercise, 75,000 common shares in the capital of the Corporation. All of these stock options were vested as at March 31, 2021.

• (4) As at March 31, 2021, Dr. Aksu held 125,000 stock options of the Corporation entitling her to acquire, upon exercise, 125,000 common shares in the capital of the Corporation. All of these stock options were vested as at March 31, 2021.

• (5) As at March 31, 2021, Mr. Steiner held 400,000 stock options of the Corporation entitling him to acquire, upon exercise, 400,000 common shares in the capital of the Corporation. All of these stock options were vested as at March 31, 2021.

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• (6) As at March 31, 2021, Mr. Spinelli held 75,000 stock options of the Corporation entitling him to acquire, upon exercise, 75,000 common shares in the capital of the Corporation. All of these stock options were vested as at March 31, 2021.

• (7) As at March 31, 2021, Mr. Reid held nil stock options of the Corporation entitling him to acquire, upon exercise, nil common shares in the capital of the Corporation.

• (8) As at March 31, 2021, the estate for Mr. Shipes held 225,000 stock options of the Corporation entitling it to acquire, upon exercise, 225,000 common shares in the capital of the Corporation. All of these stock options were vested as at March 31, 2021.

Exercise of Compensation Securities by NEOs and Directors

No compensation securities were exercised by the NEOs and directors of the Company for the financial year ended March 31, 2021.

Stock Option Plans and Other Incentive Plans

The Company has no other incentive plans other than its stock option plan (the “ Option Plan ”). The purpose of the Option Plan is to provide the Company with a share related mechanism to enable the Company to attract, retain and motivate qualified directors, officers, employees and other service providers, to reward directors, officers, employees and other service providers for their contribution toward the long term goals of the Company and to enable and encourage such individuals to acquire shares of the Company as long term investments.

The following is a brief description of the Option Plan:

The Option Plan provides that the number of common shares in the capital of the Corporation issuable pursuant to options granted under the Option Plan is limited to 10% of the number of common shares in the capital of the Corporation outstanding at the time of any stock option grant.

Pursuant to the Option Plan, stock options may be granted to directors, officers, employees and consultants of the Corporation or any subsidiary of the Corporation. The aggregate number of options granted to any option holder in a twelve month period must not exceed 5% of the issued and outstanding common shares of the Corporation, and the maximum number of options which may be granted to insiders within any twelve month period must not exceed 10% of the issued and outstanding common shares of the Corporation (unless the Corporation has obtained disinterested shareholder approval of such grants as required by the TSXV). The aggregate number of options granted to any one consultant of the Corporation within any 12 month period must not exceed 2% of the issued and outstanding common shares of the Corporation. Options granted to all persons retained to provide investor relations activities must not exceed 2% of the issued and outstanding common shares of the Corporation in any 12 month period, calculated at the date an option is granted to any such person, and such options are subject to vesting provisions. The exercise price of the options to be granted under the Option Plan will be determined by the Board and will not be less than the market value of the common shares as of the date of grant, as permitted by the TSXV.

The term of the options will not exceed 10 years, subject to extension if the expiry date of the options falls within a black-out period imposed by the Corporation or within 10 business days after the expiry of a black-out period. Any options granted pursuant to the Option Plan will generally terminate within 90 days of the option holder ceasing to act as a director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation, unless such cessation is on account of death or disability. If such cessation is on account of death or disability, the options will expire on the earlier of one year following the date of death or termination as a result of disability and the applicable expiry date of the options. Directors or officers who cease to hold office as a result of ceasing to meet the qualification requirements of corporate legislation, by special resolution of the shareholders of the Corporation, or by an order made by any regulatory authority shall have their options terminated on the date the director or officer ceases to hold such position. Employees or consultants who resign, are terminated for cause or are terminated as a result of an order made by any regulatory authority shall have their options terminated on the date such option holder ceases to hold such position.

The Option Plan does not provide for mandatory vesting provisions of the options. Options granted under the Option Plan may contain vesting provisions at the discretion of the Board (or a committee thereof).

As at the date of this Form, the Company had 46,462,354 common shares issued and outstanding so that a maximum of 4,646,235 common shares would be available for issuance pursuant to the stock options granted under the Option Plan.

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Currently there are 4,625,000 stock options outstanding leaving 21,235 common shares available for grant of further options under the Option Plan.

Employment, Consulting and Management Agreements

Other than as disclosed herein, management functions of the Company are substantially performed by directors or senior officers (or private companies controlled by them, either directly or indirectly) of the Company and not, to any substantial degree, by any other person with whom the Company has contracted.

Oversight and Description of Director and NEO Compensation

Compensation Governance

The Corporation’s executive compensation program is administered by the Compensation Committee, which was formed in May of 2016. The Compensation Committee’s responsibilities include reviewing and making recommendations to the Board with respect to the adequacy and the form of compensation to all executive officers and directors of the Corporation; making recommendations to the Board in respect of the granting of stock options to management, directors, officers and other employees and consultants of the Corporation and its subsidiaries; and monitoring the performance of the Corporation’s executive officers.

The Board is of the view that the Compensation Committee collectively has the knowledge, skills, experience and background to make decisions on the suitability of the Corporation’s compensation policies and practices. The Board believes its compensation practices are appropriate and effective for the Corporation, given its size and operations. The Corporation’s compensation practices allow the Corporation to operate efficiently, with checks and balances that control and monitor management and corporate functions without excessive administration burden. A description of the skills and experience of each member of the Compensation Committee is set out in this Information Circular under “Audit Committee – Relevant Education and Experience”.

Compensation Philosophy and Objectives

The Board meets to discuss and determine management compensation, without reference to formal objectives, criteria or analysis. The general objectives of the Company’s compensation strategy are to (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing longterm shareholder value; (b) align management’s interests with the long-term interests of shareholders; and (c) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Company is under by virtue of the fact that it is a junior mineral exploration company without a history of earnings.

The Board, as a whole, ensures that total compensation paid to all NEO is fair and reasonable. The Board as a whole recommends levels of executive compensation that are competitive, motivating and commensurate with the time spent by executive officers in meeting their obligations. While the Board does not have direct experience related to executive compensation, the Board relies on their experience as officers and directors.

Executive Compensation Policy

In compensating its executive officers, the Corporation has employed a combination of base salary, bonus compensation and equity participation through its stock option plan.

Base Salary

Base salary is the principal component of the Corporation’s executive compensation program, and the base salary for each executive officer is based on the position held and the related responsibilities and functions performed by the executive. Individual and corporate performance is also taken into account in determining base salary levels for executives.

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Bonus Incentive Compensation

The Board determines, on a discretionary basis, incentive awards or bonuses to be paid by the Corporation to the executive officers of the Corporation in respect of a fiscal year, following advice from the Compensation Committee.

Equity Participation

The Corporation believes that encouraging its executives and employees to become shareholders of the Corporation is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through participation in the Corporation’s stock option plan (the “Existing Plan”). The stock option component of executive officers’ compensation is intended to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation to acquire common shares of the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs. Grants under the Existing Plan are intended to provide long-term awards linked directly to the market value performance of the Corporation’s common shares. The Board reviews the recommendations the Compensation Committee for the granting of stock options to management, directors, officers and other employees and consultants of the Corporation and its subsidiaries. Stock options are granted according to the specific level of responsibility of the particular grantee. The number of outstanding options is also considered by the Board when determining the number of options to be granted in any particular year due to the limited number of options which are available for grant under the Existing Plan. See “Securities Authorized for issuance under Equity Compensation Plans – Equity Compensation Plan Information – Summary of the Stock Option Plan” for a summary of the Existing Plan.

Compensation Risk Assessment and Mitigation

The Board and the Compensation Committee have considered the implications of the risks associated with the Corporation’s compensation policies and practices. The Board and the Compensation Committee are responsible for setting and overseeing the Corporation’s compensation policies and practices. The Board and Compensation Committee do not provide specific monitoring and oversight of compensation policies and practices of the Corporation but do review, consider and adjust these matters annually. The Corporation does not use any specific practices to identify and mitigate compensation policies that could encourage a Named Executive Officer or individual at a principal business unit or division to take inappropriate or excessive risks. These matters are dealt with on a case-by- case basis. The Corporation currently believes that none of its policies encourage its Named Executive Officers to take such risks. The Corporation has not identified any risks arising from its compensation policies and practices that are reasonably likely to have a material adverse effect on the Corporation.

There are no restrictions on Named Executive Officers or directors regarding the purchase of financial instruments, including 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. For the years ended March 31, 2021 and 2020, no Named Executive Officer or director, directly or indirectly, employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.

Termination and Change of Control Benefits

The Corporation does not have any contracts, agreements, plans or arrangements in respect of remuneration received or that may be received by the Named Executive Officers in respect of compensating such officers in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities following a change of control, where the value of such compensation exceeds $50,000 per executive officer.

Pension

The Corporation does not provide retirement benefits for directors or executive officers.