Benz Mining Corp. — Remuneration Information 2020

Dec 20, 2020

BENZ MINING CORP. (the “Company”)

STOCK OPTION PLAN

1.0 PURPOSE

The purpose of this Stock Option Plan is to promote the interests of Benz Mining Corp. (the “ Company ”) by:

• (a) furnishing certain directors, officers, employees and consultants of the Company and its subsidiaries with greater incentive to further develop and promote the business and financial success of the Company;

• (b) furthering the identity of interests of persons to whom Options may be granted with those of the shareholders of the Company generally through share ownership in the Company; and

• (c) assisting the Company in attracting, retaining and motivating its directors, officers, employees and consultants.

The Company believes that these purposes may best be effected by granting Options to Eligible Persons (as defined below).

2.0 DEFINITIONS AND INTERPRETATION

• 2.1 In this Plan, unless there is something in the subject matter or context inconsistent therewith:

• (a) “ Associate ” has the meaning ascribed thereto under the Securities Act;

• (b) “ Board ” means the board of directors of the Company;

• (c) “ Company ” means Benz Mining Corp.;

• (d) “ Discounted Market Price ” with respect to the Shares, means the discounted market value of the Shares as determined in accordance with the applicable policies or rules of the Exchange;

• (e) “ Eligible Persons ” means directors, officers, employees or consultants of the Company or of any of its subsidiaries or an individual employed by a person which is providing management services to the Company, as determined in accordance with the applicable policies or rules of the Exchange, and an “Eligible Person” shall have a corresponding meaning;

• (f) “ Exchange ” means the TSX Venture Exchange or such other stock exchange or organized market on which the Shares are, from time to time, listed or posted for trading;

• (g) “ Exchange Hold Period ” as defined in the applicable policies or rules of the Exchange;

• (h) “ Exercise Price ” means the price per Share at which Shares may be purchased under an Option, as the same may be adjusted from time to time in accordance with Section 4.1 hereof;

• (i) “ Grant Date ” means the date specified in an Option Agreement as the date on which an Option is granted;

• (j) “ Market Price ”, with respect to the Shares, means the market value of the Shares as determined

1

in accordance with the applicable policies or rules of the Exchange;

• (k) “ Insider ” means an insider, as such term is defined in the Securities Act, of the Company;

• (l) “ Option ” means a stock option granted hereunder to purchase Shares from treasury;

• (m) “ Option Agreement ” means an agreement, substantially in the form attached hereto as Schedule “A”;

• (n) “ Option Shares ” means the number of Shares which an Optionee may purchase by the exercise of an Option;

• (o) “ Optionee ” means an Eligible Person who has been granted Options pursuant to the Plan;

• (p) “ Plan ” means this Stock Option Plan, as the same may from time to time be supplemented or amended and in effect;

• (q) “ Securities Act ” means the Securities Act (British Columbia);

• (r) “ Shares ” means the common shares without par value in the capital of the Company;

• (s) “ subsidiary ” has the meaning assigned thereto under the Securities Act.

2.2 Any question arising as to the interpretation of this Plan or of any Option granted hereunder will be determined by the Board and such determination will be conclusive and binding on the Company and all Optionees.

3.0 ADMINISTRATION OF THE PLAN

• 3.1 The Plan shall be administered by the Board.

3.2 The Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations for carrying out the provisions and purposes of the Plan. The interpretation, construction and application of the Plan and any provisions thereof made by the Board shall be final and binding on all holders of Options granted under the Plan and all persons eligible under the provisions of the Plan to participate therein. No member of the Board shall be liable for any action taken or for any determination made in good faith in the administration, interpretation, construction or application of the Plan.

4.0 GRANT OF OPTIONS

4.1 The Board may from time to time authorize the issue of Options to Eligible Persons, subject to such vesting provisions as the Board in their sole discretion shall determine. The Exchange Hold Period will apply to Options granted to any Optionee at any Discounted Market Price. The Exercise Price under each Option shall be as set by the Board, but shall not be less than the Discounted Market Price on the Grant Date. Any change in the Exercise Price, subject to the approval of the Exchange, may be made by a resolution of the Board if, in the unfettered discretion of the Board, such a change is warranted. In the case of Optionees who are Insiders at the time of the reduction in the Exercise Price, the reduction shall be approved by a majority of disinterested shareholders of the Company. In the case where the Exercise Price is amended, at least six months must have elapsed since the later of the date of the commencement of the term, the date the Issuer’s Shares commenced trading, or the date the Option Exercise Price was last amended. In the case where the Option Exercise Price is amended to the Discounted Market Price, the Exchange Hold Period is applied from the date of the amendment (and for more certainty where the option price is amended to the Market Price, the Exchange Holder Period will not apply). In the case where the length of the Option term is amended, any extension of the length of the term of the Option is treated as a grant of a new option and the Option must be outstanding for at least one year before

2

the Company can extend its term.

4.2 The Company cannot grant Options unless and until the Options have been allocated to specific Optionees, and then once allocated a minimum exercise price can be established.

4.3 A news release shall be issued at the time of grant for Options granted to Insiders and all persons engaged to provide investor relations activities (as defined by the policies of the Exchange) on behalf of the Company.

4.4 Each Option shall be confirmed by the execution of an Option Agreement in substantially the form attached hereto as Schedule “A”. Each Optionee shall have the Option to purchase from the Company the Option Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. The execution of an Option Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan.

4.5 All Options granted to consultants of the Company performing investor relations activities must vest in stages over a period of at least 12 months, with no more than ¼ of the Option Shares vesting in any three month period.

4.6 All Options that have been cancelled or that have expired without being exercised shall continue to be issuable under the Plan.

5.0 SHARES SUBJECT TO THE PLAN

5.1 The maximum number of Shares which may be issuable pursuant to Options granted under the Plan, together with all of the Company’s other previously established or proposed share compensation arrangements, shall be 10% or such additional amount as may be approved from time to time by the shareholders of the Company. The number of Shares issuable to any one Optionee under the Plan, together with all of the Company’s other previously established or proposed share compensation arrangements, shall not exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis. The number of Shares which may be reserved for issue pursuant to Options granted to Insiders under the Plan, together with all of the Company’s other previously established or proposed share compensation arrangements, in aggregate shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis. The number of Shares which may be issuable under the Plan, together with all of the Company’s other previously established or proposed share compensation arrangements, within a one-year period:

• (a) to Insiders in aggregate, shall not exceed 10% of the outstanding issue;

• (b) to any one Optionee who is an Insider, and any Associates of such Insider, shall not exceed 5%, in aggregate, of the outstanding issue in any one twelve-month period;

• (c) to any one consultant to the Company, shall not exceed 2%, in aggregate, of the outstanding issue in any one twelve-month period; and

• (d) to all such employees of the Company providing investor relations activities (as defined by the policies of the Exchange) in aggregate shall not exceed 2%, in aggregate, of the outstanding issue in any one twelve-monthperiod.

For the purposes of this section, Shares issued pursuant to an entitlement granted prior to the Optionee becoming an Insider are to be included in determining the number of Shares issuable to Insiders. For the purposes of subsections, (a), (b), (c) and (d) above, “outstanding issue” is determined on the basis of the number of Shares that are outstanding immediately prior to the Share issuance in question, including Shares issued pursuant to share compensation arrangements over the preceding one-year period.

3

6.0 CONDITIONS GOVERNING OPTIONS

6.1 Each Option shall be subject to the followingconditions:

6.1.1 Employment

The granting of an Option to a full-time employee, consultant or director shall not impose upon the Company any obligation to retain the Optionee in its employ.

6.1.2 Option Term

The period during which an Option is exercisable shall not, subject to the provisions of this Plan, exceed ten years from the Grant Date. In the event that Options are set to expire and are held by individuals subject to a blackout period (as such term is used in the policies of the Exchange) at the expiry date, the expiry date of such Option will be extended for a period not to exceed ten (10) business days after the expiry of such blackout period.

6.1.3 Exercise of Options

Prior to its expiration or earlier termination in accordance with this Plan, each Option shall be exercisable as to all or such part or parts of the Option Shares and at such time or times as the Board, at the time of granting the particular Option, may determine in its sole discretion.

6.1.4 Non-assignability of Option Rights

Each Option granted hereunder is personal to the Optionee and shall not be assignable or transferable by the Optionee, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of a deceased Optionee. No Option granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of.

6.1.5 Effect of Termination of Employment or Death

6.1.5.1 Upon an Optionee’s employment with the Company being terminated for cause or upon an Optionee being removed from office as a director, officer or consultant pursuant to an order made by a regulatory authority or becoming disqualified from being a director by law, any Option or the unexercised portion thereof granted to such Optionee shall terminate forthwith.

6.1.5.2 Upon an Optionee’s employment with the Company being terminated (except in the case of transfer from one company to another company contemplated herein) otherwise than by reason of death, termination for cause or retirement at normal retirement age, or upon an Optionee ceasing to be a director or consultant of the Company other than by reason of death, removal or disqualification by law, or otherwise ceasing to be an Eligible Person, any Option or unexercised part thereof granted to such Optionee may be exercised by him or her for that number of Shares only for which he or she was entitled to acquire under the Option pursuant to paragraph 6.1.3 at the time of such termination or cessation together with such additional Options which may vest with the Optionee during any severance period or salary continuation period, if any to which the Optionee is a party at the time to times at which such additional Options vest. Such Options shall only be exercisable within the period which ends on the earlier of the original Option expiring date and the date which is 90 days after such Optionee ceases to be an Eligible Person.

6.1.5.3 Notwithstanding paragraph 6.1.5.2, any Option or unexercised portion thereof granted to Optionees who are engaged in investor relations activities (as defined by the policies of the Exchange) shall only be exercisable within the period which ends on the earlier of the original Option expiring date and the date which is 30 days after such Optionee ceases to be employed by the Company as an employee or consultant to provide investor relations activities.

4

6.1.5.4 If an Optionee dies while employed by the Company or while serving as a director or consultant of the Company, any Option or unexercised part thereof granted to such Optionee may be exercised by the person to whom the Option is transferred by will or the laws of descent and distribution for that number of Shares only which he or she was entitled to acquire under the Option pursuant to paragraph 6.1.3 at the time of his or her death. Such Option shall only be exercisable within 180 days after the Optionee’s death or prior to the expiration of the term of the Option, whichever occurs earlier.

6.1.6 Rights as a Shareholder

The Options shall not confer upon any Optionee any rights whatsoever as a shareholder in respect of any Option Shares until the date of issuance of a share certificate to such Optionee for such Option Shares. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

6.1.7 Method of Exercise

Subject to the provisions of this Plan, an Option granted under this Plan shall be exercisable (from time to time as provided in paragraph 6.1.3 herein above) by the Optionee giving notice in writing to the Company at its registered office, addressed to its Secretary, which notice shall specify the number of Shares in respect of which the Option is being exercised and shall be accompanied by full payment, by cash or certified cheque, of the purchase price for the number of Shares specified. Upon such exercise of the Option, the Company shall forthwith cause the transfer agent and registrar of the Company to deliver to the Optionee a certificate in the name of the Optionee representing in the aggregate such number of Shares as the Optionee shall have then paid for and as are specified in such written notice of exercise of Option. If required by the Board by notification to the Optionee at the time of granting of the Option, it shall be a condition of such exercise that the Optionee shall represent that he or she is purchasing the Shares in respect of which the Option is being exercised for investment only and not with a view to resale ordistribution.

6.1.8 Taxes

Notwithstanding any provision in this Plan or in any Option Agreement, the Company may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Company is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Option, the Option Shares, the Shares, or other benefit under the Plan or any Option Agreement, including without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of any or all of the Option Shares, until such time as the Optionee has paid the Company any amount which the Company is required to withhold with respect to such taxes. For greater certainty, the Company shall be entitled to withhold and sell any or all of the Option Shares on the Optionee’s behalf in order to satisfy the Company’s withholding tax liability.

6.1.9 Necessary Approvals

The obligation of the Company to issue and deliver any Shares in accordance with the Plan shall be subject to any necessary approval of the Exchange or any applicable securities regulatory authority. If any Shares cannot be issued to an Optionee for any reason beyond the control of the Company, the obligation of the Company to issue such Shares shall terminate and the amount of any Exercise Price paid to the Company in respect of such Shares shall be returned to such Optionee.

6.1.10 Representation

For all Options granted to employees, consultants or management company employees, the Company and the Optionee represent that the Optionee is a bona fide employee, consultant or management company employee, as the case may be.

5

6.1.11 Conflicts

In the event of any discrepancy between this Plan and the Option Agreement, the provisions of this Plan shall govern.

7.0 ADJUSTMENT TO SHARES SUBJECT TO THE OPTION

7.1 In the event of any subdivision or redivision of the Shares into a greater number of Shares at any time after the grant of an Option to any Optionee and prior to the expiration of the term of such Option, the Company shall deliver to such Optionee at the time of any subsequent exercise of his or her Option in accordance with the terms hereof in lieu of the number of Shares to which he was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, such number of Shares as such Optionee would have held as a result of such subdivision or redivision if on the record date thereof the Optionee had been the registered holder of the number of Shares to which he or she was theretofore entitled upon such exercise.

7.2 In the event of any consolidation of the Shares into a lesser number of Shares at any time after the grant of an Option to any Optionee and prior to the expiration of the term of such Option, the Company shall deliver to such Optionee at the time of any subsequent exercise of his or her Option in accordance with the terms hereof in lieu of the number of Shares to which he or she was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, such number of Shares as such Optionee would have held as a result of such consolidation if on the record date thereof the Optionee had been the registered holder of the number of Shares to which he or she was theretofore entitled upon such exercise.

7.3 If at any time after the grant of an Option to any Optionee and prior to the expiration of the term of such Option, the Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in paragraphs 7.1 and 7.2 or, subject to the provisions of paragraph 8.2(a) hereof, the Company shall consolidate, merge or amalgamate with or into another corporation or the Company shall enter into a plan of arrangement pursuant to which the Shares are exchanged for securities of another corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation or issuing securities pursuant to such arrangement being herein called the “ Successor Company ”), the Optionee shall be entitled to receive upon the subsequent exercise of his Option in accordance with the terms hereof and shall accept in lieu of the number of Shares then subscribed for but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class and/or other securities of the Company or the Successor Company (as the case may be) and/or other consideration from the Company or the Successor Company (as the case may be) that the Optionee would have been entitled to receive as a result of such reclassification, reorganization or other change of shares or, subject to the provisions of paragraph 8.2(a) hereof, as a result of such consolidation, merger, amalgamation or arrangement, if on the record date of such reclassification, reorganization or other change of shares or the effective date of such consolidation, merger, amalgamation or arrangement, as the case may be, he or she had been the registered holder of the number of Shares to which he was immediately theretofore entitled upon such exercise.

8.0 AMENDMENT OR DISCONTINUANCE OF THE PLAN

8.1 Subject in all cases to the approval of the Exchange or any other Stock Exchange on which the Shares may then be listed, the Board may amend or discontinue this Plan at any time, provided, however, that no such amendment may materially and adversely affect any Option rights previously granted to an Optionee under this Plan without the consent of the Optionee, except to the extent required by law.

8.2 Notwithstanding anything contained to the contrary in this Plan or in any resolution of the Board in implementation thereof:

• (a) in the event the Company proposes to amalgamate, merge, consolidate or enter into a plan of arrangement with or into another corporation (other than with a wholly-owned subsidiary of the Company) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Shares

6

of the Company or any part thereof shall be made to all holders of Shares of the Company, the Company shall have the right, upon written notice thereof to each Optionee holding Options under this Plan, to permit the exercise of all such Options within the 30 day period next following the date of such notice and to determine that, upon the expiration of such 30 day period, all rights of Optionees to such Options or to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have further force or effect whatsoever;

• (b) the Board may, by resolution, advance the date on which any Option may be exercised or, subject to applicable regulatory provisions, extend the expiration date of any Option, in the manner to be set forth in such resolution. The Board shall not, in the event of any such advancement or extension, be under any obligation to advance or extend the date on or by which any Option may be exercised by any other Optionee; and

• (c) the Board may, by resolution, but subject to applicable regulatory provisions, decide that any of the provisions hereof concerning the effect of termination of the Optionee’s employment or cessation of the Optionee’s directorship shall not apply for any reason acceptable to the Board.

9.0 EFFECTIVE DATE AND ANNUAL APPROVAL OF PLAN

9.1 This Plan was adopted by the Board on April 5, 2017. Should changes be required in this Plan by the Exchange or any securities commission or other governmental body of any province of Canada to which this Plan has been submitted, such changes shall be made in this Plan as are necessary to conform with such requests and, if such changes are approved by the Board, this Plan, as amended, shall remain in full force and effect in its amended form as of and from the date written above.

9.2 This Plan shall be subject to Exchange and shareholder approval annually, such shareholder approval to be obtained at a meeting of shareholders of the Company.

BY ORDER OF THE BOARD OF DIRECTORS BENZ MINING CORP.

Per: (signed) “ Miloje Vicentijevic ” Authorized Signatory

7

SCHEDULE “A”

BENZ MINING CORP. STOCK OPTION PLAN

OPTION AGREEMENT

This Option Agreement is entered into between Benz Mining Corp. (the “ Company ”) and the Optionee named below pursuant to the Company’s Stock Option Plan (the “ Plan ”), and confirms that:

(a) on , (the “ Grant Date ”);

(b) (the “ Optionee ”); (c) was granted the option to purchase Shares ”) of the Company;

common shares (the “ Option

(d) for the price (the “ Exercise Price ”) of $ per common share; (e) which will become exercisable up to, but not after ,

(the “ Expiry Date ”), as follows:

(i) up to Option Shares after ;

(ii) up to an additional Option Shares after ; (iii) up to an additional Option Shares after ; and

(iv) the remaining Option Shares after , all on terms and subject to the conditions set out in this Plan.

By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement.

The Company and the Optionee represent that the Optionee is a bona fide [insert one of: director/officer/employee/consultant] of the Company.

[or]

The Company and the Optionee represent that the Optionee is a bona fide employee of

which provides management services to the Company.

IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the day of

, .

BENZ MINING CORP.

By:

Authorized Signatory

OPTIONEE

SCHEDULE “B”

BENZ MINING CORP. STOCK OPTION PLAN

NOTICE OF STOCK OPTION EXERCISE

, 20

Benz Mining Corp.

Suite 606 - 909 Burrard Street Vancouver, BC

V6Z 2N2

Attention: Secretary

Dear Sir or Madam:

I am the holder of a Stock Option granted to me under the Benz Mining Corp.’s (the “ Company ”) Stock Option Plan on , 20 for the purchase of common shares of the Company at an Exercise Price of CAD$ per common share.

I hereby exercise my option to purchase cheque in the amount of CAD$

common shares, for which I have enclosed a . Please register my share certificate as follows:

Name(s) to appear on stock certificate:

Address:

S.I.N. or Tax I.D. #:

Very truly yours,

(Signature(s))