Avante Corp. — Remuneration Information 2021

Jul 20, 2021

DYNACOR GOLD MINES INC.

DEFERRED SHARE UNIT PLAN

1. INTRODUCTION

1.1 Purpose. The Dynacor Gold Mines Inc. Deferred Share Unit Plan (the "Plan") has been established to provide Directors and Senior Officers of Dynacor Gold Mines Inc. (the "Corporation") with the opportunity to acquire deferred share units in order to allow them to participate in the long term success of the Corporation and to promote a greater alignment of interests between its Directors, Senior Officers and shareholders.

1.2 Definitions. For purposes of the Corporation's Deferred Share Unit Plan:

• (a) "Affiliate" has the meaning assigned by the Securities Act (Ontario), as amended from time to time;
• (b) "Applicable Laws" means all laws and regulations applicable to the Corporation and its affairs, and all applicable regulations and policies of such regulatory authorities, stock exchanges or over-the-counter markets as have jurisdiction over the affairs of the Corporation;
• (c) "Applicable Withholding Taxes" has the meaning set forth in Section 2.4 of the Plan;
• (d) "Associate" has the meaning assigned by the Securities Act (Ontario), as amended from time to time;
• (e) "Award Date" means in respect of Deferred Share Units awarded as (i) the Director's Retainer, as contemplated by Section 3, the last day of each of March, June, September and December of a calendar year on which dates the Deferred Share Units shall be deemed to be awarded, in arrears, to a Participant; or (ii) discretionary award as contemplated by Section 3, on such date as the Board determines;
• (f) "Award Market Value" means (i) with respect to any particular Award Date, the volume-weighted average trading price of the Shares for the five trading days immediately preceding the Award Date as reported by the Stock Exchange, and (ii) with respect to any other date in respect of which the calculation of Award Market Value is made, the volume-weighted average trading price of the Shares for the five trading days immediately preceding such particular date as reported by the Stock Exchange;
• (g) "Board" means the board of directors of the Corporation;
• (h) "Broker" means a broker, independent from the Corporation, who has been designated by the Corporation as the broker that will purchase Shares on behalf

of a Participant in accordance with the Plan and who is a member of the Exchange;

• (i) "Change in Control" means the occurrence of any one or more of the following events:

  • (i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its Subsidiaries and another corporation or other entity, as a result of which the holders of Shares prior to the completion of the transaction hold less than 50% of the votes attached to all of the outstanding voting securities of the successor corporation or entity after completion of the transaction;
  • (ii) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;
  • (iii) any person, entity or group of persons or entities acting jointly or in concert (the "Acquirer") acquires, or acquires control (including, without limitation, the power to vote or direct the voting) of, voting securities of the Corporation which, when added to the voting securities owned of record or beneficially by the Acquirer or which the Acquirer has the right to vote or in respect of which the Acquirer has the right to direct the voting, would entitle the Acquirer and/or Associates and/or affiliates of the Acquirer to cast or direct the casting of 50% or more of the votes attached to all of the Corporation's outstanding voting securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);
  • (iv) as a result of or in connection with: (A) the contested election of directors or (B) a transaction referred to in subparagraph 1.2(i)(i) above, the nominees named in the most recent management information circular of the Corporation for election to the board of directors of the Corporation shall not constitute a majority of the directors; or
  • (v) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent;

• (j) "Committee" means the committee of the Board responsible for recommending to the Board the compensation of the Participants, which at the effective date of the Plan is the HR and Compensation Committee;

• (k) "Corporate Secretary" means the corporate secretary of the Corporation;

• (l) "Corporation" means Dynacor Gold Mines Inc. and its successors and assigns, and any reference in the Plan to activities by the Corporation means action by or under the authority of the Board or the Committee;

• (m) "Deferred Share Unit" means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Section 5;

• (n) "Director" means any member of the Board;

• (o) "Director's Retainer" means the basic retainer payable to a Director for service as a member of the Board during a calendar year and, for greater certainty, shall not include, committee chairperson retainers, committee member retainers, Board or committee meeting fees, special remuneration for ad hoc services rendered to the Board or any discretionary grant of Deferred Share Units, if any;

• (p) "Insider" means:

  • (i) an insider as defined under Section 1(1) of the Securities Act (Québec), other than a person who falls within that definition solely by virtue of being a director or Senior Officer of a Subsidiary, and
  • (ii) an Associate of any person who is an insider by virtue of subparagraph 1.2(p)(i) above;

• (q) "Participant" means a current or former Director or Senior Officer who has been or is eligible to be credited with Deferred Share Units under the Plan;

• (r) "Plan" means the Dynacor Gold Mines Inc. Deferred Share Unit Plan, as amended from time to time;

• (s) "Redemption Dates" means up to two dates for the redemption of Deferred Share Units elected by Participants in a timely manner as described below, provided that in no event shall a Participant be permitted to elect a date which is earlier than the 60th day following the Separation Date or later than December 15 of the calendar year following the calendar year in which the Separation Date occurs. If no Redemption Date is elected, or if it is not elected in a timely manner, "Redemption Date" shall mean the first business day following the six-month anniversary of the Separation Date. A Redemption Date shall be deemed to be elected "in a timely manner" if (i) it specifies the percentage of the Deferred Share Units the Participant wishes to have redeemed under Section 4.5 of the Plan on each Redemption Date and the election specifying the first Redemption Date is delivered prior to the Separation Date to the Corporate Secretary in the form prescribed by the Corporation, a copy of which is attached hereto as Schedule "B", and the election, if any, specifying the second Redemption Date is delivered in writing to the Corporate Secretary prior to the occurrence of the first Redemption Date.

• (t) "Senior Officer" means any one of the president, the Chief Executive Officer, the Chief Operating Officer, the Vice President Finance or the Vice President Business Development of the Corporation;

• (u) "Separation Date" means the earliest date on which all three of the following conditions are satisfied:

  • (i) the Participant ceases to be a Director or Senior Officer for any reason other than death;
  • (ii) the Participant is neither a Director nor a Senior Officer; and
  • (iii) the Participant is no longer employed by the Corporation in any capacity.

• (v) "Share" means a common share of the Corporation;

• (w) "Stock Exchange" means the Toronto Stock Exchange, or, if the Shares are not listed on the Toronto Stock Exchange at the relevant time, such other stock exchange or over-the-counter market on which the Shares are principally listed or quoted, as the case may be; and

• (x) "Subsidiary" means any related entity to the Corporation, as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions of the Canadian Securities Administrators.

1.3 Effective Date of the Plan. The effective date of the Plan, as amended, shall be May 7, 2021. The Board shall review and confirm the terms of the Plan from time to time.

2. ADMINISTRATION

2.1 Administration of the Plan. The Plan shall be administered by the Board, which shall have full authority to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan and to make such determinations as it deems necessary or desirable for the administration of the Plan. All actions taken and decisions made by the Board in this regard shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Corporation, the Participants and their legal representatives.

2.2 Delegation. The Board may delegate to any director, officer or employee of the Corporation, including but not limited to the Committee, such of the Board's duties and powers relating to the Plan as the Board may see fit.

2.3 Determination of Value if Shares Not Publicly Traded. Should the Shares not be publicly traded on the Stock Exchange at the relevant time, such that the Award Market Value cannot be determined in accordance with the formulae set out in the definitions of those terms, such values shall be determined by the Board acting in good faith.

2.4 Taxes and Other Source Deductions. The Corporation shall be authorized to deduct from any amount paid or credited hereunder such minimum amount of taxes and other minimum amounts as it may be required to withhold pursuant to Applicable Laws, in such manner as it determines to be necessary or appropriate (the "Applicable Withholding Taxes").

2.5 Compliance with Income Tax Act. Notwithstanding the foregoing, all actions of the Board, the Committee and the Corporate Secretary shall be such that this Plan continuously meets the conditions of paragraph 6801(d) of the Regulations under the Income Tax Act (Canada), or any successor provision, in order to qualify as a "prescribed plan or arrangement" for the purposes of the definition of a "salary deferral arrangement" contained in subsection 248(1) of the Income Tax Act (Canada).

2.6 No Liability. Neither the Board, the Committee, the Corporate Secretary, nor any officer or employee of the Corporation shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan, and the members of the Board, the Committee, the Corporate Secretary and such officers and employees of the Corporation shall be entitled to indemnification by the Corporation in respect of any claim, loss, damage or expense (including legal fees and disbursements) arising therefrom to the fullest extent permitted by law. The costs and expenses of implementing and administering this Plan shall be borne by the Corporation.

2.7 Eligibility. Deferred Share Units may be awarded under the Plan only to persons who are Directors or Senior Officers on the Award Date.

2.8 Information. As a condition of participating in the Plan, each Participant shall provide the Corporation with all information and undertakings that the Corporation requires in order to administer the Plan and comply with Applicable Laws.

2.9 Currency. Except where expressly provided otherwise all references in the Plan to currency refer to lawful Canadian currency.

3. DISCRETIONARY GRANTS

Subject to vesting, performance criteria, or other terms and conditions as the Board or the Committee may prescribe, the Committee may recommend the award of, and the Board may, acting on such recommendation, from time to time award, Deferred Share Units to a Participant.

4. LIMITATION ON NON-EMPLOYEE DIRECTOR PARTICIPATION

The aggregate value of equity awards issued annually to a non-employee Director under the Plan and any other share compensation arrangements may not exceed $150,000, of which no more than $100,000 may be in the form of stock options.

5. DEFERRED SHARE UNITS

5.1 Deferred Share Unit Accounts and Vesting

(a) All Deferred Share Units received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation as of the Award Date, except where Deferred Share Units have been granted pursuant to Section 3, in which case such Deferred Share Units shall be credited to the Participant's account according to a vesting schedule or performance criteria recommended by the Committee and approved by the Board at its discretion. Notwithstanding the foregoing, if the Board does not determine a vesting schedule or performance criteria for Deferred Share Units awarded to a Director or Senior Officer, such Deferred Share Units shall vest immediately upon being awarded.

• (b) For administrative purposes, a separate register shall be maintained for each Participant by the Corporation for unvested Deferred Share Units. Unless otherwise determined by the Board, or as otherwise provided in the Plan, such Deferred Share Units shall cease to vest on the Separation Date and any Deferred Share Units which have not vested on the Separation Date shall be cancelled.
• (c) Notwithstanding the foregoing, unless otherwise determined by the Committee or the Board at or after the Award Date:
  • (i) any Deferred Share Units outstanding immediately prior to the occurrence of a Change in Control, but which are not then vested, shall become fully vested on the Separation Date if such Separation Date occurs within one (1) year of the occurrence of the Change in Control; and
  • (ii) any Deferred Share Units which are credited to a Participant and are outstanding immediately prior to the Separation Date shall become fully vested on the Separation Date if such Separation Date was the result of (i) the termination by the Corporation without cause, or (ii) the resignation, at the request of the Corporation, of such Participant's position as a Director or Senior Officer and such Participant's employment with the Corporation, if any.

5.2 Number of Deferred Share Units. The number of Deferred Share Units (including fractional Deferred Share Units) to be credited as of the Award Date in respect of:

• (a) a Director's Retainer shall be determined by dividing (I) the amount of the Director's Retainer to be paid in Deferred Share Units by (ii) the Award Market Value, with fractions computed to three decimal places; and
• (b) a grant under Section 3 shall be such number of Deferred Share Units as the Board in its discretion determines to be appropriate in the circumstances.

5.3 Confirmation of Award. Certificates representing Deferred Share Units shall not be issued by the Corporation. Instead, the award of Deferred Share Units to a Participant shall be evidenced by a letter to the Participant from the Corporation in the form attached hereto as Schedule "A".

5.4 Reporting of Deferred Share Units. Statements of the Deferred Share Unit accounts will be provided to the Participants on an annual basis in January of each year.

5.5 Redemption of Deferred Share Units

• (a) Form of Payment of the Benefit: The Board may, in its absolute discretion, elect one or any combination of the following payment methods for the Deferred Share Units credited to a Participant's Account on the Participant's Separation Date:
  • (i) issuing Shares to the Participant or the Participant's beneficiary, as the case may be, in accordance with subsection (b) below; or
  • (ii) causing a Broker to purchase Shares on the Exchange for the account of the Participant or the Participant's beneficiary, as the case may be, in accordance with subsection (c) below.

(b) Payment in the Form of Newly-Issued Shares:

• (i) Subject to the receipt of any necessary shareholder and regulatory approvals, where the Corporation issues Shares from treasury, the number of Shares issued to a Participant on each Redemption Date will be equal to the number of Deferred Share Units credited to the Participant's Account as at the Separation Date which the Participant has elected to have redeemed on such Redemption Date less the number of Shares that results by dividing the Applicable Withholding Taxes by the Award Market Value as at the particular Redemption Date.
• (ii) Fractional Shares shall not be issued and where a Participant would be entitled to receive a fractional Share in respect of any fractional Deferred Share Unit credited to the Participant's Account, the Corporation will pay to such Participant, in lieu of such fractional Share, cash equal to the Award Market Value on the Redemption Date of the fractional Deferred Share Unit, net of Applicable Withholding Taxes.

(c) Payment in the Form of Shares Purchased on the Exchange:

(i) Where Shares are purchased on the Exchange to be delivered to the Participant, the Corporation will remit, in cash, to the Broker, the product that results by multiplying (A) the number of Deferred Share Units credited to the Participant's Account as at the Separation Date which the Participant has elected to have redeemed on such Redemption Date and (B) the Award Market Value on the particular Redemption Date, net of Applicable Withholding Taxes. The Broker will be required to, within two trading days of the Exchange, use the amount to purchase Shares on the Exchange as agent and for the account of the Participant, as the case may be. The actual number of Shares purchased by the Broker will be that number that the Broker is able to purchase with the amount remitted to the Broker.

• (ii) Where the Participant would be entitled to receive a fractional Share in respect of any fractional Deferred Share Unit credited to the Participant's Account, the Corporation will pay to such Participant, in lieu of such fractional Share, cash equal to the Award Market Value on the Redemption Date of the fractional Deferred Share Unit, net of Applicable Withholding Taxes.
• (iii) Shares purchased by the Broker and any cash remaining from the amount remitted by the Corporation to purchase Shares under this subsection (c) shall be delivered to the Participant within 15 days of the Redemption Date.
• (iv) The Corporation will pay all brokerage fees and commissions arising in connection with the purchase of Shares by the Broker in accordance with the Plan.
• (d) Timing of Payment: Unless otherwise agreed to by the Participant and the Board, the Corporation will make the payment in Shares, calculated in accordance with Section 5.5, to the Participant within 15 days of the Participant's Redemption Date. If the Participant and the Board agree to an alternate payment date, the payment date must be no later than the last day of the calendar year commencing immediately after the Participant's Separation Date.

5.6 Death of a Participant. In the event of the death of a Participant, provided that an election of a Redemption Date is not filed with the Corporation in accordance with Section 1.2(s) of the Plan, the Corporation shall issue Shares or cause Shares to be purchased by a Broker or use a combination of such payment methods, as elected by the Board and calculated in accordance with Section 5.5, within 15 days of the Participant's death or by the last day of the calendar year commencing immediately after the Participant's Separation Date if earlier, in each case to or for the benefit of the beneficiary of the Participant. If the Participant filed an election of a Redemption Date prior to his death, the Share issuance or Share purchase shall be made within 15 days of the Participant's elected Redemption Date.

5.7 Adjustments

(a) Subdivisions and Redivisions**:** In the event of any subdivision or redivision of the Shares at any time into a greater number of Shares, all Deferred Share Units outstanding at the time of such subdivision or redivision shall be deemed to have been subdivided or redivided on the same basis as of such time, without the Participant making any additional payment or giving any other consideration therefor.

• (b) Consolidations: In the event of any consolidation of the Shares at any time into a lesser number of Shares, all Deferred Share Units outstanding at the time of such consolidation shall be deemed to have been consolidated on the same basis as of such time, without the Participant making any additional payment or giving any other consideration therefor.
• (c) Reclassifications/Changes**:** In the event of any reclassification or change of the Shares at any time, the Corporation shall thereafter deliver at the time of redemption of any Deferred Share Unit, where the Board elects pursuant to Section 5.5 to redeem such Deferred Share Unit by issuing Shares, the number of securities of the Corporation of the appropriate class or classes resulting from said reclassification or change as the Participant would have been entitled to receive in respect of the number of Shares for which such Deferred Share Unit is then being redeemed had such Deferred Share Unit been exercised before such reclassification or change.
• (d) Other Capital Reorganizations**:** In the event of any capital reorganization of the Corporation at any time which is not otherwise covered in this Section, or a consolidation, amalgamation or merger of the Corporation with or into any other entity, or the sale of the properties and assets of the Corporation as or substantially as an entirety to any other entity (a "Reorganization"), each Deferred Share Unit that is outstanding on, and has not been redeemed prior to, the record date or the effective date (as applicable) of such Reorganization, shall entitle the Participant to whom it is credited to receive, upon the redemption of such Deferred Share Unit thereafter where the Board elects pursuant to Section 5.5 to redeem such Deferred Share Unit by issuing Shares, the number of other securities or property of the entity resulting from such Reorganization that the Participant would have been entitled to receive on such Reorganization if, on the record date or the effective date of such Reorganization, such Participant had been the registered holder of the number of Shares to which such Participant would have been entitled had such Deferred Share Unit been redeemed immediately before such record date or effective date.
• (e) Other Changes**:** In the event that the Corporation takes any action affecting the Shares at any time, other than any action described above, which in the opinion of the Board would materially affect the rights of the Participant, or in the event that the Board, in good faith, determines that the adjustments prescribed by this Section for the actions describe above would not be fair to Participants, the number of Shares issuable upon the redemption of any Deferred Share Unit will be adjusted in such manner, if any, and at such time, as the Board may determine, but subject in all cases to any necessary regulatory and, if required, shareholder approval. Failure to take such action by the Board so as to provide for an adjustment on or prior to the effective date of any action by the

Corporation affecting the Shares will be conclusive evidence that the Board has determined that it is equitable to make no adjustment in the circumstances.

• (f) If at any time the Corporation grants to its shareholders the right to subscribe for and purchase pro rata additional securities of any other corporation or entity, there shall be no adjustments made to the number of Shares or other securities subject to the Deferred Share Units in consequence thereof and the Deferred Share Units shall remain unaffected.
• (g) The adjustment in the number of Shares issuable pursuant to Deferred Share Units provided for in this Section shall be cumulative.
• (h) On the happening of each and every of the foregoing events, the applicable provisions of the Plan and each of them shall, ipso facto, be deemed to be amended accordingly and the Board shall take all necessary action so as to make all necessary adjustments in the number and kind of securities subject to any outstanding Deferred Share Unit (and the Plan) and the exercise price thereof.

5.8 Issuance of Shares

• (a) Maximum Number of Shares: the number of Shares to be issued by the Corporation under the Plan is limited to 1,000,000.
• (b) Compliance with Applicable Laws: No Share shall be delivered under the Plan unless and until the Board has determined that all provisions of Applicable Laws and the requirements of the Stock Exchange have been satisfied. The Board may require, as a condition of the issuance and delivery of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, as the Board in its sole discretion deems necessary or desirable.
• (c) No Fractional Shares: The Corporation shall not be required to issue fractional Shares on account of the redemption of Deferred Share Units. If any fractional interest in a Share would, except for this provision, be deliverable on the redemption of Deferred Share Units, the Corporation shall, in lieu of delivering any certificate of such fractional interest, satisfy such fractional interest by paying to the Designated Participant or his beneficiary, if applicable, a cash amount equal to the fraction of the Share corresponding to such fractional interest multiplied by the Market Value of such Share.

5.9 No Interest. For greater certainty, no interest shall accrue to, or be credited to, a Participant on any amount payable under the Plan.

6. GENERAL

6.1 Amendment, Suspension, or Termination of Plan

• (a) Subject to Sections 6.1(c) to (e), the Board may, in its sole discretion, at any time and from time to time: (i) amend or suspend the Plan in whole or in part, (ii) amend or discontinue any Deferred Share Units granted under the Plan, and (iii) terminate the Plan, without prior notice to or approval by any Participants or shareholders of the Corporation.
• (b) Any such amendment, suspension, or termination shall not adversely affect the Deferred Share Units previously granted to a Participant at the time of such amendment, suspension or termination, without the consent of the affected Participant.
• (c) No modification or amendment to the following provisions of the Plan shall be effective unless and until the Corporation has obtained the approval of the shareholders of the Corporation in accordance with the rules and policies of the Stock Exchange:
  • (i) the number of Shares reserved for issuance under the Plan;
  • (ii) the definition of "Participant" or the eligibility requirements for participating in the Plan, where such amendment would have the potential of broadening or increasing Insider participation;
  • (iii) the terms of Section 4 to remove or increase the limits on non-employee Director participation;
  • (iv) the extension of any right of a Participant under the Plan beyond the date on which such right would originally have expired;
  • (v) the terms of this Section 6.1.
• (d) No amendment, suspension or discontinuance of the Plan or of any granted Deferred Share Unit may contravene the requirements of the Stock Exchange or any securities commission or regulatory body to which the Plan or the Corporation is now or may hereafter be subject.
• (e) If the Board terminates the Plan, no new Deferred Share Units (other than Deferred Share Units that have been granted but vest subsequently pursuant to Section 5.1) will be credited to the account of a Participant, but previously credited (and subsequently vesting) Deferred Share Units shall be redeemed in accordance with the terms and conditions of the Plan existing at the time of termination. The Plan will finally cease to operate for all purposes when the last remaining Participant receives the redemption price for all Deferred Share Units recorded in the Participant's account. Termination of the Plan shall not affect the ability of the Board to exercise the powers granted to it hereunder with

respect to Deferred Share Units granted under the Plan prior to the date of such termination.

6.2 Compliance with Laws

• (a) The administration of the Plan, including the Corporation's issuance of any Deferred Share Units or its obligation to make any payments or issuances of securities in respect thereof, shall be subject to and made in conformity with all Applicable Laws.
• (b) Each Participant shall acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by participating in the Plan) that the Participant shall, at all times, act in strict compliance with the Plan and all Applicable Laws, including, without limitation, those governing "insiders" of "reporting issuers" as those terms are construed for the purposes of applicable securities laws, regulations and rules.
• (c) In the event that the Committee recommends and the Board, after consultation with the Corporation's Chief Financial Officer and external auditors, determines that it is not feasible or desirable to honour an election in favour of Deferred Share Units or to honour any other provision of the Plan (other than the Redemption Date) under generally accepted accounting principles as applied to the Plan and the accounts established under the Plan for each Participant, the Committee shall recommend and the Board shall make such changes to the Plan as the Board reasonably determines, after consultation with the Corporation's Chief Financial Officer and external auditors, are required in order to avoid adverse accounting consequences to the Corporation with respect to the Plan and the accounts established under the Plan for each Participant, and the Corporation's obligations under the Plan shall be satisfied by such other reasonable means as the Board shall in its good faith determine.

6.3 Reorganization of the Corporation. The existence of any Deferred Share Units shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

6.4 General Restrictions and Assignment

(a) Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant.

(b) The rights and obligations of the Corporation under the Plan may be assigned by the Corporation to a successor in the business of the Corporation.

6.5 No Right to Service. Neither participation in the Plan nor any action taken under the Plan shall give or be deemed to give any Participant a right to continued appointment as a Director or as a Senior Officer, continued employment with the Corporation and shall not interfere with any right of the shareholders of the Corporation to remove any Participant as a Director or any right of the Corporation to terminate a Senior Officer's office or employment with the Corporation at any time.

6.6 No Shareholder Rights. Deferred Share Units are not Shares and under no circumstances shall Deferred Share Units be considered Shares. Deferred Share Units shall not entitle any Participant any rights attaching to the ownership of Shares, including, without limitation, voting rights, dividend entitlement or rights on liquidation, nor shall any Participant be considered the owner of the Shares by virtue of the award of Deferred Share Units.

6.7 Units Non-Transferable. Deferred Share Units are non-transferable (except to a Participant's estate as provided in the Plan).

6.8 Unfunded and Unsecured Plan. The Corporation shall not be required to fund, or otherwise segregate assets to be used for required payments under the Plan. Unless otherwise determined by the Board, the Plan shall be unfunded and the Corporation will not secure its obligations under the Plan. To the extent any Participant or his or her estate holds any rights by virtue of a grant of Deferred Share Units under the Plan, such rights (unless otherwise determined by the Board) shall have no greater priority than the rights of an unsecured creditor of the Corporation.

6.9 No Other Benefit. No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

6.10 Governing Law. The Plan shall be governed by, and interpreted in accordance with, the laws of the Province of Québec and the laws of Canada applicable therein, without regard to principles of conflict of laws.

6.11 Interpretation. In this text, words importing the singular meaning shall include the plural and vice versa, and words importing the masculine shall include the feminine gender.

6.12 Severability. The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from this Plan.

7. LIMITATIONS ON SHARES TO BE ISSUED

7.1 Maximum Number of Shares Issuable. The maximum number of Shares which may be reserved for issuance to Insiders under the Plan and all other Share Compensation Plans collectively shall be 10% of the Shares outstanding at the time of the grant (on a non-diluted basis). The maximum number of Shares which may be issued to Insiders under the Plan and all other Share Compensation Plans collectively within a one-year period shall be 10% of the Shares outstanding at the time of the issuance (on a non-diluted basis). Any increase in the Shares reserved shall be subject to the approval of the shareholders of the Corporation in accordance with the rules of the Exchange.

Approved by the Board of Dynacor Gold Mines Inc. on May 7, 2021.

SCHEDULE "A"

DYNACOR GOLD MINES INC.

DEFERRED SHARE UNIT PLAN

CONFIRMATION OF AWARD OF DEFERRED SHARE UNITS

Personal & Confidential

[Date]

[Name of Director or Senior Officer]

Dear [Name]:

We are pleased to advise you that [number] DSUs have been awardedto you at the discretion of the Board of Directors of Dynacor GoldMines Inc.pursuant to the Deferred Share Unit Plan (thewill be credited to your account in accordance with the followingvesting schedule:	Number of DSUs
[Vesting Date]	[Number of Deferred Share Units Vested]
[Vesting Date]	[Number of Deferred Share Units Vested]
[Vesting Date]	[Number of Deferred Share Units Vested]
[Vesting Date]	[Number of Deferred Share Units Vested]

DYNACOR GOLD MINES INC.

By:

Name: Title:

SCHEDULE "B" DYNACOR GOLD MINES INC. DEFERRED SHARE UNIT PLAN REDEMPTION DATE ELECTION FORM

Note: All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Deferred Share Unit Plan of Dynacor Gold Mines Inc.

I hereby advise the Corporation that I desire the Corporation to redeem the Deferred Share Units credited to my account under the Plan on the date or dates set forth below [Insert at least the First Redemption Date; the Second Redemption Date may be chosen by delivering a second notice in this form at any time prior to the First Redemption Date. No Redemption Date may be earlier than the 60 day following the Separation Date or later than December 15 of the calendar year following the calendar year in which the Separation Date occurs.]:

1.	_____% on _________________________ (the "First Redemption Date"); and
2.	_____% on _________________________ (the "Second Redemption Date").

Participant Signature

Participant Name (please print)

Date