Aton Resources Inc. — Remuneration Information 2023

Jul 1, 2023

STATEMENT OF EXECUTIVE COMPENSATION FORM 51-102F6V

Aton Resources Inc. (the “Company”)

For the purpose of this document:

“CEO” of the Company means an individual who acted as Chief Executive Officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“CFO” of the Company means an individual who acted as Chief Financial Officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“Executive Officer” of an entity means an individual who is:

• (a) the chair of the Company, if any;

• (b) the vice-chair of the Company, if any;

• (c) the president of the Company;

• (d) a vice-president of the Company in charge of a principal business unit, division or function including sales, finance or production;

• (e) an officer of the Company (or subsidiary, if any) who performs a policy-making function in respect of the Company; or

• (f) any other individual who performs a policy-making function in respect of the Company;

“Named Executive Officers or NEOs” means:

• (a) the CEO of the Company;

• (b) the CFO of the Company;

• (c) each of the Company’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000;

• (d) any additional individuals for whom disclosure would have been provided under paragraph (i) above except that the individual was not serving as an executive officer of the Company, nor in a similar capacity, as at the end of the most recently completed financial year end.

As of December 31, 2022, the Company had two “Named Executive Officers”, namely Tonno Vahk, Interim CEO, and Stella Chen, CFO of the Company.

2

Director and Named Executive Officer Compensation

The following table (presented in accordance with National Instrument Form 51-102F6V, is a summary compensation (excluding compensation securities) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, to the directors and NEOs for each of the Company’s two most recently completed financial years.

Table of compensation excluding compensation securities

indirectly, to the directors and NEOs for each of the Company’s two most recently completed financial years.	indirectly, to the directors and NEOs for each of the Company’s two most recently completed financial years.	indirectly, to the directors and NEOs for each of the Company’s two most recently completed financial years.	indirectly, to the directors and NEOs for each of the Company’s two most recently completed financial years.	indirectly, to the directors and NEOs for each of the Company’s two most recently completed financial years.	indirectly, to the directors and NEOs for each of the Company’s two most recently completed financial years.	indirectly, to the directors and NEOs for each of the Company’s two most recently completed financial years.	indirectly, to the directors and NEOs for each of the Company’s two most recently completed financial years.
Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Tonno Vahk(1), Interim CEO and Director	2022	15,000	Nil	Nil	Nil	Nil	15,000
	2021	15,000	Nil	Nil	Nil	Nil	15,000
Stella Chen(2), CFO	2022	48,000	Nil	Nil	Nil	Nil	48,000
	2021	20,000	Nil	Nil	Nil	Nil	20,000
Anthony Clements, Director	2022	15,000	Nil	Nil	Nil	Nil	15,000
	2021	15,000	Nil	Nil	Nil	Nil	15,000
Assem Soliman(3), Director	2022	15,000	Nil	Nil	Nil	Nil	15,000
	2021	11,653	Nil	Nil	Nil	Nil	11,653
Mark Campbell(4), Former President and CEO	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	125,000	Nil	Nil	Nil	14,423	139,423
Bill Koutsouras(5), Former Interim CEO and Former Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	11,250	Nil	Nil	Nil	Nil	11,250
Bennett Liu(6), Former CFO	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	28,000	Nil	Nil	Nil	Nil	28,000
David Laing(7), Former Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	3,750	Nil	Nil	Nil	Nil	3,750

Notes:

1. Mr. Vahk was appointed as Interim CEO of the Company on October 1, 2021.

2. Ms. Chen was appointed as CFO of the Company on August 13, 2021, and provided services through Red Fern Consulting Ltd. Subsequent to December 31, 2022, on January 16, 2023, Ms. Chen resigned as CFO of the Company.

3. Mr. Soliman was appointed as Director of the Company on March 22, 2021.

4. Mr. Campbell resigned as President and CEO of the Company on March 31, 2021.

5. Mr. Koutsouras resigned as Interim CEO and Director of the Company on September 30, 2021.

6. Mr. Liu resigned as CFO of the Company on August 13, 2021, and provided services through Red Fern Consulting Ltd.

7. Mr. Laing did not stand for re-election as Director at the Company’s annual general meeting held on April 23, 2021.

3

External Management Companies

On February 1, 2013, the Company entered into an consulting agreement with Red Fern Consulting Ltd (“ Red Fern ” the “ Red Fern Agreement ”), to provide CFO services for the Company in consideration for a monthly fee of $5,000 per month and renewable on an annual basis by the written consent of the parties. See “E mployment, consulting and management agreements ” below.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each NEO or director by the Company or its subsidiaries in the year ended December 31, 2022, for the services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries:

Compensation Securities

indirectly to the Company or any of its subsidiaries:	indirectly to the Company or any of its subsidiaries:	indirectly to the Company or any of its subsidiaries:	indirectly to the Company or any of its subsidiaries:	indirectly to the Company or any of its subsidiaries:	indirectly to the Company or any of its subsidiaries:	indirectly to the Company or any of its subsidiaries:	indirectly to the Company or any of its subsidiaries:
Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class(1)	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
Tonno Vahk, Interim CEO and Director	Stock Options	300,000 (8%)	September 28, 2022	$0.21	$0.21	$0.195	September 28, 2027
Stella Chen, CFO	Stock Options	200,000(1)(6%)	September 28,2022	$0.21	$0.21	$0.195	September 28,2027
Anthony Clements, Director	Stock Options	300,000 (8%)	September 28, 2022	$0.21	$0.21	$0.195	September 28, 2027
Assem Soliman, Director	Stock Options	300,000 (8%)	September 28,2022	$0.21	$0.21	$0.195	September 28,2027

Note:

1. Granted through Red Fern Consulting Ltd., a company of which Ms. Chen is an employee.

The following table discloses the total amount of compensation securities held by the NEOs and directors as at the Company’s financial year ended December 31, 2022, and at June 30, 2023.

Name and Position	Number of Options as at December 31, 2022	Number of Options as at June 30, 2023
Tonno Vahk,Interim CEO and Director	390,000	390,000
Stella Chen,CFO	200,000(1)	200,000(1)
AnthonyClements,Director	390,000	390,000
Assem Soliman,Director	300,000	300,000

Note:

1. Granted to Red Fern Consulting Ltd., a company of which Ms. Chen was an employee. The Company's current CFO, Bobby Dhaliwal, is also an employee of Red Fern Consulting Ltd.

No compensation securities were re-priced, cancelled and replaced, had their term extended, or otherwise materially modified in the Company’s financial year ended December 31, 2022.

4

There are no restrictions or conditions for converting, exercising or exchanging the compensation securities.

There were no exercises of compensation securities by NEOs and directors during the financial year ended December 31, 2022.

Stock option plans and other incentive plans

The policies of the Exchange provide that the Board may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees, management company employees and consultants of the Company and its Affiliates, non-transferable options to purchase Common Shares for a period of up to ten years from the date of grant, provided that the number of Common Shares reserved for issuance may not exceed 10% of the total issued and outstanding Common Shares at the date of the grant.

The purpose of the incentive stock option plan (the “ Plan ”) established by the Company, pursuant to which the Company may grant incentive stock options, is to promote the profitability and growth of the Company by facilitating the efforts of the Company to obtain and retain key individuals. The Plan provides an incentive for and encourages ownership of the Common Shares by its key individuals so that they may increase their stake in the Company and benefit from increases in the value of the Common Shares. Pursuant to the Plan, the maximum number of Common Shares reserved for issuance in any 12-month period to any one optionee other than a consultant may not exceed 5% of the issued and outstanding Common Shares at the date of the grant. The maximum number of Common Shares reserved for issuance in any 12-month period to any consultant may not exceed 2% of the issued and outstanding Common Shares at the date of the grant and the maximum number of Common Shares reserved for issuance in any 12 month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of Common Shares at the date of the grant. Incentive stock options may be exercised until the earlier of: (a) the expiry time of such option; and (b) 90 days (or such other period as may be determined by the Board, provided such period is not more than one year) following the date the optionee ceases to be a director, officer or employee of the Company or its Affiliates or a consultant or a management company employee, provided that if the cessation of such position or arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. Notwithstanding the foregoing, in the event of termination for cause, all options held by such terminated optionee will be cancelled immediately. In the term of any option expires within or immediately following a “blackout period” imposed by the Company, the option shall expire on the date that is ten business days following the end of such blackout period. In the event that the Company becomes listed on the Toronto Stock Exchange, the Plan provides that the Board may grant options which allow an optionee to elect to exercise its option on a “cashless basis”, whereby the optionee, instead of making a cash payment for the aggregate exercise price, shall be entitled to be issued such number of Common Shares equal to the number which results when: (i) the difference between the aggregate Fair Market Value of the Common Shares underlying the option and the aggregate exercise price of such option is divided by (ii) the Fair Market Value of each Common Share. “Fair Market Value” as defined in the Plan means the closing price as reported by the Toronto Stock Exchange (in the event that the Company becomes listed on the Toronto Stock Exchange) on the last trading day immediately preceding the exercise date. Options may be granted with a maximum expiry term of 10 years. The Plan contains a detailed amending provision that sets out the circumstances where Exchange and Shareholder approval will be required and those circumstances where Exchange and Shareholder approval will not be required.

Employment, consulting and management agreements

Except as described below, the Company does not have any contracts, agreements, plans or arrangements that provides for payments to a director or NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in an NEO’s responsibilities.

The following is a description of the employment contracts of each of the Company's Named Executive Officers as at December 31, 2022, including a description of the termination and change of control provisions of their respective contracts.

5

Stella Chen

The Red Fern Agreement may be terminated as follows:

• (a) by the Company at any time:

• (i) if Ms. Chen commits or acts in a fraudulent or negligent manner in the provision of the services;

• (ii) if Ms. Chen becomes bankrupt, is charged with a criminal offence or is the subject of a cease trade order of a securities regulatory authority;

• (iii) upon the breach or default of any material term of the Red Fern Agreement by Ms. Chen or the failure of Ms. Chen to meet in all material respects annual performance objectives established by the Board of the Company in consultation with Ms. Chen and communicated in writing to Ms. Chen, if such breach, default or failure has not been remedied to the satisfaction of the Company within 30 days after written notice of the breach or default has been delivered by the Company to Red Fern, as the case may be;

• (iv) if Red Fern fails to provide the services upon the terms and conditions of the Red Fern Agreement or otherwise breach any terms and conditions of the Red Fern Agreement; or

• (v) by the Company upon 30 days’ prior written notice to Red Fern;

• (b) by Red Fern at any time:

• (i) if the Company breaches or defaults in any material term of the Red Fern Agreement by the Company if such breach or default has not been remedied to the satisfaction of Red Fern, within 30 days after written notice of the breach or default has been delivered by Red Fern to the Company;

• (ii) if the Company becomes bankrupt or makes statutory arrangement with its creditors; or

• (iii) upon 30 days’ prior written notice to the Company.

Oversight and Description of Director and Named Executive Officer Compensation

The objective of the Company’s compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development.

The Company does not have a formal compensation program. The board of directors 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 results with a view to increasing long-term shareholder value; (b) align management’s interests with the long-term interests of shareholders; (c) provide a compensation package that is commensurate with other junior venture companies to enable the Company to attract and retain talent; and (d) 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 venture company without a history of earnings. The Board, as a whole, ensures that total compensation paid to all NEOs is fair and reasonable. The Board relies on the education and experience of its members as officers and directors with other companies, in assessing compensation levels.

6

Compensation for this fiscal year and prior fiscal years have historically been based upon a negotiated salary, with stock options and bonuses potentially being issued and paid as an incentive for performance.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company’s financial resources and prospects.

Pension Disclosure

The Company does not have any pension or retirement plan which is applicable to the NEOs or directors. The Company has not provided compensation, monetary or otherwise, to any person who now or previously has acted as an NEO of the Company, in connection with or related to the retirement, termination or resignation of such person, and the Company has provided no compensation to any such person as a result of a change of control of the Company.