Argo Graphene Solutions Corp. — Remuneration Information 2024

May 17, 2024

ARGO Living Soils

#820 - 1130 Pender Street, West

Vancouver, BC V6E 4A4

https://argolivingsoils.com/

FORM 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION

Except where otherwise indicated, the information contained herein is stated as of November 30, 2023.

Set out below are particulars of compensation paid to the directors and the named executive officers of the Company. For the purposes set out below, "Named Executive Officer" or "NEO" means each of the following individuals:

(a) each individual who, during any part of the Company's most recently completed financial year, served as the Company's chief executive officer ("CEO"), including an individual performing functions similar to a chief executive officer;

(b) each individual who, during any part of the Company's most recently completed financial year, served as the Company's chief financial officer ("CFO"), including an individual performing functions similar to a chief executive officer;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other, than the CEO and the CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

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

As at the end of the Company's most recently completed financial year ended November 30, 2023, Mr. Peter J. Hoyle qualified as the Company's NEO. Mr. Hoyle was appointed a director of the Company on October 1, 2019, CFO and Corporate Secretary on January 27, 2021, and interim CEO on June 2, 2022. On August 25, 2023, Mr. Hoyle was confirmed as the CEO as well as continuing as the CFO of the Company.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table is a summary of compensation (excluding compensation securities) paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to its NEO and directors, for services provided and for services to be provided, directly or indirectly, to the Company, for each of the Company's two most recently completed financial years ended November 30, 2023 and November 30, 2022.

{00042687:3}

---

2

Table of compensation excluding compensation securities
Name and position	Year Ended November 30	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Peter J. Hoyle^{(1)}
CEO, CFO, Corporate Secretary, & Director	2023	$6,000	Nil	Nil	Nil	Nil	$6,000^{(2)}
	2022	$5,000	Nil	Nil	Nil	Nil	$5,000^{(2)}
Robert Intile^{(3)}
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	N/A	N/A	N/A	N/A	N/A	N/A
Hector Diakow
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Ken Bowman^{(4)}
Former Chief Agricultural Operating Officer & Director	2023	$4,000	Nil	Nil	Nil	Nil	$4,000^{(5)}
	2022	N/A	N/A	N/A	N/A	N/A	N/A
Stephen Gerald Diakow^{(6)}
Former President, CEO & Director	2023	N/A	N/A	N/A	N/A	N/A	N/A
	2022	$15,000	Nil	Nil	Nil	$1,957	$16,957^{(7)}
Joao da Costa^{(8)}
Former Director	2023	$3,000	Nil	Nil	Nil	$Nil	$3,000
	2022	$4,500	Nil	Nil	Nil	$Nil	$4,500
Chadley Diakow^{(9)}
Former Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	$31,081	Nil	Nil	Nil	Nil	$31,081
Michael Uhm^{(10)}
Former Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	N/A	N/A	N/A	N/A	N/A	N/A

Notes:

(1) Peter J. Hoyle was appointed a director of the Company on October 1, 2019. He was appointed as the CFO and Corporate Secretary of the Company on January 27, 2021. He was appointed Interim CEO on June 2, 2022 and on August 25, 2023, Mr. Hoyle was confirmed as the CEO as well as continuing as the CFO of the Company. As at November 30, 2023, Mr. Hoyle continued to hold these positions.

(2) In the fiscal year ended November 30, 2023, Mr. Hoyle was paid $6,000 (2022 - $5,000) as compensation for his role as CEO and CFO of the Company.

(3) Robert Intile was appointed as a director of the Company on July 25, 2023.

(4) Ken Bowman served as Chief Agricultural Operating Officer and a director of the Company from May 3, 2023 until April 26, 2024.

(5) In the fiscal year ended November 30, 2023, Mr. Bowman was paid management fees of $4,000 (2022 - $Nil) as compensation for his role as Chief Agricultural Operating Officer of the Company.

(6) Mr. Diakow resigned as President, CEO, and a director of the Company on June 1, 2022.

(7) In the fiscal year ended November 30, 2022, Mr. Diakow received this amount as compensation for his role as CEO.

(8) Joao da Costa was appointed as a director of the Company on August 19, 2022 and resigned on February 5, 2023.

(9) Chadley Diakow was appointed as a director of the Company on June 30, 2020 and resigned on May 3, 2023.

(10) Michael Uhm was appointed as a director of the Company on February 6, 2023 and resigned on July 25, 2023.

{00042687:3}

---

3

External Management Companies

The Company is not party to any agreement or arrangement under which compensation was provided during the Company’s most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries that were performed by a director or NEO, or performed by any other party but are services typically provided by a director or a NEO or a person performing services of a similar capacity.

Stock Options and Other Compensation Securities

During the most recently completed financial year ended November 30, 2023, the Company granted stock options to acquire up to 1,000,000 common shares to Mr. Ken Bowman, as part of the license agreement that the Company executed with Canadian AgriChar Inc. (“Canadian AgriChar”), a company controlled by Mr. Bowman. No other compensation securities were granted or issued to a director or an NEO of the Company for services provided or to be provided, directly or indirectly, to the Company.

The following table provides a summary of compensation securities held by directors or an NEO of the Company as at the most recently completed financial year ended November 30, 2023.

Compensation Securities
Name and position	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 ($)	Expiry date
Hector Diakow Director	Stock Options	150,000(1)	January 21, 2021	$0.10	N/A	$0.095	August 3, 2024
Ken Bowman Former Director	Stock Options	1,000,000(2)	September 27, 2023	$0.15	$0.14	$0.095	September 27, 2028

Note:

(1) As at the Company’s most recently completed financial year ended November 30, 2023, Hector Diakow held an option to acquire up to 150,000 shares of the Company’s common stock exercisable at a price of $0.10 per share until August 3, 2024.

(2) As at the Company’s most recently completed financial year ended November 30, 2023, Ken Bowman held an option to acquire up to 1,000,000 shares of the Company’s common stock exercisable at a price of $0.15 per Common Share until September 27, 2028. Following Mr. Bowman’s resignation, all options held by Mr. Bowman have been cancelled.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities, comprised only of stock options, were exercised by any directors or NEO during the Company’s most recently completed financial year.

Stock Option Plans and Other Incentive Plans

On May 27, 2022, the shareholders of the Company approved the Company’s 10% rolling stock option plan (the “Plan”). Pursuant to the policies of the Canadian Securities Exchange (the “CSE”), the Company will seek further shareholder approval of the Plan by May 27, 2025, and will seek disinterested shareholder approval for any material amendment to the Plan.

The purpose of the Plan is to provide an incentive to directors, officers, employees and consultants to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company.

{00042687:3}

---

4

The following summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan. Shareholders may also obtain copies of the Plan from the Company on written request.

Eligible Participants. Incentive stock options (“Options”) to purchase unissued Common Shares may be granted under the Plan to (i) directors, senior officers, directors or management company employees of the Company or its subsidiaries (the “Directors”); (ii) employees of the Company or its subsidiaries (the “Employees”); (iii) consultants of the Company or its affiliate (the “Consultants”, and together with Directors, and Employees, collectively, the “Eligible Persons”). The Company’s board of directors (the “Board”), in its discretion, determines which of the Eligible Persons will be awarded Options under the Plan.

Number of Shares Reserved. The number of Common Shares which may be issued pursuant to Options granted under the Plan may not exceed 10% of the issued and outstanding Common Shares at the date of granting of Options (including all Options granted by the Company under the Plan). Options that are exercised, cancelled or expire prior to exercise continue to be issuable under the Plan.

Term of Options. Subject to the termination and change of control provisions noted below, the term of any Options granted under the Plan is determined by the Board and may not exceed ten years following the date of grant of the Option.

Exercise Price. The exercise price of Options granted under the Plan is determined by the Board, provided the exercise price will not be lower than the greater of the last closing price for the Common Shares as quoted on the CSE or any other stock exchange on which the Common Shares are listed for trading (the “Exchange”) (A) the trading day prior to the date of grant of the Option; and (B) the date of grant of the Option.

Vesting. All Options granted pursuant to the Plan will be subject to such vesting requirements as may be prescribed by the Exchange, if applicable, or as may be imposed by the Board.

Termination. Any Options granted pursuant to the Plan will terminate upon the earliest of:

(i) the date of expiry of the Options;

(ii) where the optionee’s position as a Director, Employee or Consultant of the Company or a subsidiary is terminated for cause, the date of such termination for cause; and

(iii) where the optionee ceases to be a Director as a result of death or disability, the date that is one year from the date of death or disability of the optionee.

Employment, Consulting and Management Agreements

Except as disclosed herein, the Company is not a party to any agreement or arrangement under which compensation was provided during the Company’s most recently completed financial year ended November 30, 2023 or is payable in respect of services provided to the Company or any of its subsidiaries that were performed by a director or NEO, or performed by any other party but are services typically provided by a director or a NEO.

Peter Hoyle was paid a total of $6,000 during the most recently completed financial year ended November 30, 2023 for his services as CFO and CEO.

Joao da Costa, a former director, was paid $1,500 per month for his services as a director of the Company during the fiscal year ended November 30, 2023, up to his resignation on February 5, 2023. Da Costa Management Corp. (“Da Costa”) provided financial, accounting, and consulting services to the Company and was paid a total of $37,500 for its services during the most recently completed financial year ended November 30, 2023. Da Costa is a private British Columbia company owned by Joao da Costa, a former director of the Company.

{00042687:3}

---

Ken Bowman, a former director and officer, was paid a total of $4,000 during the most recently completed financial year ended November 30, 2023 for his services as Chief Agricultural Operating Officer of the Company. Canadian AgriChar Inc. (“Canadian AgriChar”) provided management and consulting services to the Company in relation to the license agreement that the Company entered into on September 27, 2023 (see discussion below), and was paid a total of $18,000 for its services. Canadian AgriChar is a private British Columbia company owned by Ken Bowman, a former director and officer of the Company.

License Agreement

On September 8, 2023, the Company entered into a license agreement and an addendum to the license agreement dated September 26, 2023 (together, the “License Agreement”) with Canadian AgriChar. Pursuant to the License Agreement, the Company received a license from Canadian ArgiChar to sell Canadian AgriChar’s CHAR+ products on its website and receive a percentage of revenues of all CHAR+ sold through both companies’ websites. As of the date hereof, the License Agreement has been terminated.

Oversight and Description of Director and Named Executive Officer Compensation

The Company, at its present stage, does not have any formal objectives, criteria and analysis for determining the compensation of its NEOs and primarily relies on the discussions and determinations of the Board. When determining individual compensation levels for the Company’s NEOs, a variety of factors will be considered including: the overall financial and operating performance of the Company, each NEO’s individual performance and contribution towards meeting corporate objectives and each NEO’s level of responsibility and length of service.

The Company’s executive compensation is intended to be consistent with the Company’s business plans, strategies and goals, including the preservation of working capital. The Company’s executive compensation program is intended to provide appropriate compensation that permits the Company to attract and retain highly qualified and experienced senior executives and to encourage superior performance by the Company. The Company’s compensation policies are intended to motivate individuals to achieve and to award compensation based on corporate and individual results.

Other than as disclosed herein, the Company does not have any arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts. As with the NEOs, the Board intends to compensate directors primarily through the grant of stock options and reimbursement of expenses incurred by such persons acting as directors of the Company.

Pension Disclosure

The Company does not have in place any pension plans that provide for payments or benefits at, following, or in connection with retirement.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on the SEDAR+ website at www.sedarplus.ca.

{00042687:3}