Apex Resources Inc.

STATEMENT OF EXECUTIVE COMPENSATION

For the year ended December 31, 2022

All references to currency are expressed in Canadian dollars unless otherwise stated.

STATEMENT OF EXECUTIVE COMPENSATION

The Company has chosen to follow Form 51-102F6V - Statement of Executive Compensation in respect of its executive compensation disclosure. Accordingly, “Named Executive Officer” (“ NEO ”) means all of the following:

(a) any individual who, during the Company’s most recently completed financial year ended December 31, 2022, was the chief executive officer (“ CEO ”) (or an individual who acted in a similar capacity) of the Company;
(b) any individual who, during the Company’s most recently completed financial year ended December 31, 2022, was the chief financial officer (“ CFO ”) (or an individual who acted in a similar capacity) of the Company; and
(c) each of the three most highly compensated executive officers of the Company or any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the Company’s financial year ended December 31, 2022, except those whose total salary and bonus does not exceed $150,000; and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of the Company’s financial year ended December 31, 2022.

The Company had three NEOs during the financial year ended December 31, 2022, namely Jay Roberge, CEO, Horng Kher (Marc) Lee, CFO and Michael Kordysz, VP Business Development and Strategy.

Compensation Discussion and Analysis

The Company’s compensation committee is responsible for determining and approving the compensation to NEOs of the Company. The Company’s compensation committee consists of Linda Dandy and Adam Pankratz. The compensation committee follows a compensation philosophy that aligns the Name Executive Officers’ interests with those of the Company’s shareholders and seeks to provide incentives designed to ensure that the Company attracts, retains and motivates key talents in this highly specialized and technical public junior mineral resource industry.

The compensation committee believes that a total compensation package including consulting fees and equity-based incentives is appropriate in achieving its objectives. The Company does not have any predetermined performance goals for its NEOs, but expects each NEO to serve the Company and its shareholders to the best of their abilities, putting shareholder interests and value first in their decision making.

Each of the NEOs is compensated primarily by a consulting fee that is negotiated between the Company and the NEO. The cash remuneration paid to NEOs is the largest component in the total compensation package.

The Company’s compensation committee approved fees of $45,000 for the financial year ended December 31, 2022 to a private company owned by Jay Roberge, CEO, for technical, consulting and administrative services, and fees of $120,000 to Horng Kher (Marc) Lee, CFO, for services in that capacity, and $45,000 to a private company owned by Michael Kordysz, VP of Business Development and Strategy for services in that capacity.

The Company does not compensate its NEOs in any other manner, except in the form of stock option grants as described below. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating the NEOs of the Company and to closely align the personal interest of such persons to that of the shareholders. The number of stock options granted to each NEO is determined solely by the compensation committee and is based on the NEO’s performance, his consulting fee, if any, and the Company’s share price at the time these stock options are granted.

Risk Management

The Company’s board of directors (the “Board” ) has not proceeded to an evaluation of the implications of the risks associated with the Company’s compensation policies and practices. In the upcoming year, the Board intends to review at least once annually the risks, if any, associated with the Company’s compensation policies and practices at such time.

The Company has not adopted a policy forbidding directors or officers from purchasing financial instruments designed to hedge or offset a decrease in market value of the Company’s securities granted as compensation or held, directly or indirectly, by directors or officers. The Company is not, however, aware of any directors or officers having entered into this type of transaction.

Option-based Awards

The Company’s compensation committee has the responsibility to administer the compensation policies related to the executive management of the Company, including option-based awards.

The Company’s stock option plan has been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as their impact or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Company’s compensation committee takes into account the executive officer’s salary or consulting fee, if any, the number of options, if any, previously granted to each executive officer and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSX Venture Exchange (the “ TSXV ”), and to closely align the interests of the executive officers with the interests of shareholders.

See “Incentive Plan Awards” below for details of the option-based awards outstanding as at December 31, 2022.

Compensation Governance

The Company’s compensation committee is comprised of Linda Dandy and Adam Pankratz who are both “independent” members of the compensation committee as that term is used in National Instrument 52110 - “ Audit Committees” (“ NI 52-110 ”). Linda Dandy and Adam Pankratz are both independent directors of the Company, and Linda Dandy is the chair of the compensation committee.

The compensation committee has not adopted any specific policies or practices to determine the compensation for the Company’s directors and executive officers other than as disclosed above.

Summary of Compensation

The following table sets forth all annual and long term compensation for services paid to or earned by the NEOs during the three most recently completed financial years.

Summary Compensation Table

Name and Principal Position During the Financial Year Ended Dec. 31, 2022	Financial Year Ended Dec. 31	Salary ($)	Share based awards ($)	Option- based awards (number of options)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compen- sation	Total compen- sation

					Annual incentive plans	Long-term incentive plans

Jay Roberge, CEO	2022(1)	Nil	N/A	400,000	N/A	N/A	N/A	$45,000(1)	$45,000
Arthur Troup, former CEO	2022(2) 2021 2020	$45,000 $67,500 $37,500	N/A N/A N/A	50,000 Nil Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	Nil Nil Nil	$45,000 $67,500 $37,500
Horng Kher (Marc) Lee, CFO	2022 2021 2020	Nil Nil Nil	N/A N/A N/A	200,000 Nil Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	$120,000(3) $45,000(3) $25,000(3)	$120,000 $45,000 $25,000
Michael Kordysz,VP	2022(4)	$45,000	N/A	314,000	N/A	N/A	N/A	$45,000(4)	$45,000

(1) This amount was paid to a private company owned by Jay Roberge for technical, consulting and administrative services. Mr. Roberge was appointed CEO of the Company in April, 2022.

(2) Mr. Troup resigned as CEO of the Company on March 31, 2022. Mr. Troup had an employment agreement with the Company whereby he was entitled to receive $180,000 per annum as CEO of the Company. As a result of the Company’s efforts to conserve cash, Mr. Troup agreed to either defer or forgive a certain portion of his salary during the years ended December 31, 2020 and 2021. The amounts shown in this table represent the amounts that were paid in the respective years. The amounts deferred were $52,500 and $112,500 for the years ended December 31, 2020 and 2021 respectively, and the amounts forgiven were $90,000 for the year ended December 31, 2020. Prior to 2020, Mr. Troup also forgave $67,500 in salary.

(3) These amounts were paid to Horng Kher (Marc) Lee in his capacity as the Company’s CFO. Mr. Lee has a consulting agreement with the Company whereby he is entitled to receive $120,000 per annum as CFO of the Company. As a result of the Company’s efforts to conserve cash, Mr. Lee agreed to either defer or forgive a certain portion of his consulting fee during the years ended December 31, 2020 and 2021. The amounts shown in this table represent the amounts that were paid in the respective years. The amounts deferred were $35,000 and $75,000 for the years ended December 31, 2020 and 2021 respectively, and the amounts forgiven were $60,000 for the year ended December 31, 2020. Prior to 2020, Mr. Lee also forgave $45,000 in fees.

(4) This amount was paid to a private company owned by Michael Kordysz for business strategy and development services. Mr. Kordysz was appointed VP Business Development and Strategy in April, 2022.

Incentive Plan Awards

The Company does not have any share-based awards.

The Company currently has in place a stock option plan (the “ Current SOP ”) whereby a maximum of 2,039,017 common shares of the Company may be reserved for issuance pursuant to the exercise of incentive stock options. The purpose of the Current SOP is to attract and motivate the directors, officers, employees and consultants of the Company and advance the interests of the Company by affording such person with the opportunity to acquire an equity interest in the Company through rights granted under the Current SOP to purchase shares of the Company. The Board may, at the time an option is awarded or upon renegotiation of the same, attach restrictions relating to the exercise of the option, including but not

limited to vesting provisions. Any such restrictions are indicated on the applicable option certificate. Notwithstanding the foregoing, options issued to consultants performing investor relations activities must vest in stages over at least twelve months with not more than one-quarter of the options vesting in any three month period.

A total of 964,000 stock options were granted to Named Executive Officers during the Company’s financial year ended December 31, 2022.

There were no re-pricings of stock options under the Current SOP or otherwise during the Company’s financial year ended December 31, 2022.

The following table discloses the particulars of the option-based awards granted to the NEOs under the Company’s stock option plan which were outstanding as at December 31, 2022.

Outstanding Option-Based Awards

		Option-Based Awards	Option-Based Awards
	Number of
	Securities Underlying	Option		Value of Unexercised In- the-Money(1) Options Exercisable/Unexercisable as at Dec. 31, 2022
	Unexercised Options	Exercise	Option
	Exercisable/Unexercisable	Price	Expiration
Name	as at Dec. 31, 2022		Date
JayRoberge,CEO	400,000/Nil	$0.08	Apr,9,2027	$Nil/Nil
Arthur Troup,CEO	50,000/Nil	$0.08	Apr. 9, 2027	$Nil/Nil
Horng Kher (Marc) Lee, CFO	200,000/Nil	$0.08	Apr. 9, 2027	$Nil/Nil
Michael Kordysz,VP	314,000/Nil	$0.08	Apr. 9, 2027	$Nil/Nil

(1) “In-the-Money” means the excess of the market value of the Company’s shares on December 31, 2022 over the exercise price of the options. The last closing price of the Company’s common shares on the Exchange during the financial year ended December 31, 2022 was $0.05.

The following table summarizes the value of each incentive plan award vested or earned by each NEO during the financial year ended December 31, 2022.

Incentive Plan Awards - Value Vested or Earned During the Year

Option-based awards –	Share-based awards – Value vested during the financial year ended Dec. 31, 2022(2)	Non-equity incentive plan compensation – Value earned during the financial year ended Dec. 31, 2022
Value vested during the
financial year ended
Dec. 31, 2022(1)
Nil	N/A	N/A
Nil	N/A	N/A
Nil	N/A	N/A

Nil	N/A	N/A

(1) Value vested is calculated as the dollar value that would have been realized had the option been exercised on the date it was vested less the related exercise price multiplied by the number of vesting shares.

(2) This amount is the dollar value realized calculated by multiplying the number of shares or units by the market value of the underlying shares on the vesting date.

Pension Plan Benefits

The Company does not have any pension or retirement plan.

Termination and Change of Control Benefits

Except as disclosed below, the Company does not have any compensatory plans, contracts or arrangements that provide for payments to a NEO at, following or in connection with any termination, resignation, retirement, a change in control of the Company or a change in a NEO’s responsibilities.

The Company had an employment agreement with Arthur G. Troup, President and Chief Executive Officer of the Company until March 31, 2022. Under the terms of the agreement, which was effective April 21, 2011, Mr. Troup was paid an annual salary of $180,000, to be reviewed on an annual basis and is entitled to participate in all employee benefit programs and incentive programs. Mr. Troup was also entitled to receive annual cash bonuses as determined by the board of directors, based on the achievement of Company goals to be established by the board prior to the commencement of each calendar year and the Company’s performance and financial condition.

The Company has a consulting agreement with Marc H.K. Lee, Chief Financial Officer of the Company, effective May 22, 2017. Under the terms of the agreement, Mr. Lee is paid a consulting fee of $120,000 per annum, to be reviewed on an annual basis.

Estimated Incremental Payment on Change of Control

Under the terms of Mr. Troup’s employment agreement, upon termination by the Company without cause or on a change of control of the Company, Mr. Troup would have been entitled to receive $540,000 based upon an amount equal to three times his annual salary in effect at the termination date and an additional amount equal to three times his average annual bonus percentage for the prior three years applied to his annual salary in effect at the termination date. Mr. Troup would also have been entitled to receive any amounts owed in respect of accrued vacation, and all of his existing unvested stock options would be deemed to have become vested. Mr. Troup formally resigned effective March 31, 2022, therefore these termination provisions did not come into effect.

Under the terms of Mr. Lee’s consulting agreement, upon termination by the Company without cause or on a change of control of the Company, Mr. Lee is entitled to receive is $240,000 based on an amount equal to twice the annual fee in effect at the termination date. In addition, all of his existing unvested stock options would be deemed to have become vested.

Compensation of Directors

Compensation for the NEOs has been disclosed in the “Summary Compensation Table” above. The Company pays its independent directors a fee for acting as such. Compensation of independent directors is determined by the compensation committee, subject to approval of the Board.

The Company has a stock option plan for the granting of incentive stock options to certain persons including directors. The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the directors of the Company and to closely align the personal interests of such persons to that of the shareholders. See “Incentive Plan Awards” above.

The following table discloses the particulars of the compensation provided to the directors of the Company (excluding the NEOs) for the financial year ended December 31, 2022.

Director Compensation Table

				Non-Equity Incentive Plan Compensa- tion ($)
		Share- Based Awards ($)	Option- Based Awards ($)			All Other Compensa- tion ($)
	Fees Earned				Pension Value ($)
Director Name							Total
Linda Dandy	$28,500(1)	N/A	$Nil	N/A	N/A	N/A	$28,500
Adam Pankratz	$13,500(2)	N/A	$Nil	N/A	N/A	N/A	$13,500
Robin Merrifield	$1,500(3)	N/A	$Nil	N/A	N/A	N/A	$1,500
Ralph Gonzalez	$1,500(3)	N/A	$Nil	N/A	N/A	N/A	$1,500

(1) Ms. Dandy received a monthly fee of $3,000 as remuneration for serving on the Board commencing April 2022. She received a monthly fee of $500 from January to March 2022.

(2) Mr. Pankratz received a monthly fee of $1,500 as remuneration for serving on the Board commencing April 2022.

(3) Messrs. Merrifield and Gonzalez resigned at the end of March 2022. They received $500 each monthly for serving on the Board from January to March 2022.

The following table discloses the particulars of the option-based awards granted to the directors (who are not NEOs) under the Company’s stock option plan which were outstanding as at December 31, 2022.

Outstanding Option-Based Awards

		Option-Based Awards	Option-Based Awards
	Number of			Value of Unexercised In- the-Money(1) Options ($) Exercisable/Unexercisable as at Dec. 31, 2022
	Securities Underlying Unexercised Options Exercisable/Unexercisable as at Dec. 31, 2022	Option
		Exercise	Option
		Price	Expiration
Director Name			Date
Linda Dandy	200,000/Nil	$0.08	Apr. 9,2027	$Nil/Nil
Adam Pankratz	225,000/Nil	$0.08	Apr. 9, 2027	$Nil/Nil
Robin Merrifield	50,000/Nil	$0.08	Apr. 9,2027	$Nil
Ralph Gonzalez	50,000/Nil	$0.08	Apr. 9, 2027	$Nil

(1) “In-the-Money” means the excess of the market value of the Company’s shares on December 31, 2022 over the exercise price of the options. The last closing price of the Company’s common shares on the Exchange during the financial year ended December 31, 2022 was $0.05.

The following table summarizes the value of each incentive plan award vested or earned by each director (who is not a NEO) under the Company’s stock option plan as at December 31, 2022.

Incentive Plan Awards - Value Vested or Earned During the Year

Option-based awards –	Share-based awards – Value vested during the financial year ended Dec. 31, 2022(2)	Non-equity incentive plan compensation – Value earned during the financial year ended Dec. 31, 2022
Value vested during the
financial year
ended Dec. 31, 2022(1)
Nil	N/A	N/A
Nil	N/A	N/A
Nil	N/A	N/A
Nil	N/A	N/A

(1) Value vested is calculated as the dollar value that would have been realized had the option been exercised on the date it was vested less the related exercise price multiplied by the number of vesting shares.

(2) This amount is the dollar value realized calculated by multiplying the number of shares or units by the market value of the underlying shares on the vesting date.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

During the year ended December 31, 2022, the Company’s stock option plan was the only equity compensation plan under which securities were authorized for issuance. The following table sets forth information with respect to the Company’s stock option plan as at the year ended December 31, 2022.

Plan category	Number of securities to be issued upon exercise of outstanding options (a)	Weighted-average exercise price of outstanding options (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	2,039,000	$0.08	17(1)
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	2,039,000	$0.08	17(1)

(1) This figure is based on the total number of shares authorized for issuance under the Company’s stock option plan, less the number of stock options issued under such plan which were outstanding as at the Company’s financial year ended December 31, 2022. As at December 31, 2022, the Company was authorized to issue options for the purchase of a total of 2,039,017 common shares of the Company.

DATED at Vancouver, British Columbia on June 30, 2023,

BY ORDER OF THE BOARD OF DIRECTORS

“Horng Kher (Marc) Lee”

Horng Kher (Marc) Lee Chief Financial Officer

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Apex Resources Inc. Remuneration Information 2023

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