BIGG Digital Assets Inc. — Remuneration Information 2020

Jul 2, 2020

BIGG DIGITAL ASSETS INC. (formerly BIG BLOCKCHAIN INTELLIGENCE GROUP INC.

(the "Company")

FORM 51-102F6V STATEMENT OF EXECUTIVE COMPENSATION

(for the year ended December 31, 2019)

GENERAL

The following information, dated as of June 29, 2020, is provided as required under Form 51-102F6V for Venture Issuers (the "Form"), as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations.

For the purposes of this Form:

"Chief Executive Officer" or "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 financial year ended December 31, 2019.

"Chief Financial Officer" or "CFO" of theCompany means an individual who acted as chief financial officer of the Company or acted in a similar capacity for any part of the financial year ended December 31, 2019.

"closing market price" meansthe price at which the Company'ssecurity waslastsold, on the applicable date, in the security's principal marketplace in Canada.

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

"equity incentive plan" means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based Payment.

"grant date" means a date determined for financial statement reporting purposes under IFRS 2 Share-based Payment.

"incentive plan" means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period.

"incentive plan award" means compensation awarded, earned, paid or payable under an incentive plan.

"Named Executive Officers" or "NEOs" means the following individuals:

• (a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;
• (b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;
• (c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) 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) 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.

"non-equity incentive plan" means an incentive plan or portion of an incentive plan that is not an equity incentive plan.

"option-based award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features.

"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons.

"share-based award" means an award under an equity incentive plan of equity-based instruments that do not have optionlike features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

The Company has an unlimited number of authorized common shares with no par value. The Company's common shares are listed on the Canadian Securities Exchange under stock symbol "BIGG".

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and NEO Compensation, Excluding Options and Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to each NEO and director of the Company for the two most recently completed financial years ended December 31, 2019 and 2018. Options and compensation securities are disclosed under the heading "Stock Options and Other Compensation Securities and Instruments" of this Form.

Name and Position	Year	Salary,consulting fee,retainer orcommission	Bonus	Committeeor meetingfees	Value ofperquisites	Value of allothercompensation	Totalcompensation
	2019	($)108,333	($)65,000	($)Nil	($)Nil	($)Nil	($)173,333
Mark Binns (1)CEO & Director	2018	N/A	N/A	N/A	N/A	N/A	N/A
Diana Kim Evans(2)	2019	211,413	Nil	Nil	Nil	Nil	211,413
CFO & Director	2018	213,615	Nil	Nil	Nil	Nil	213,615
Lance Morginn (3)	2019	239,931	Nil	Nil	Nil	Nil	239,931
President, Director &former CEO	2018	243,442	Nil	Nil	Nil	Nil	243,442
Robert Whitaker (4)
COO	20192018	152,147N/A	NilN/A	NilN/A	NilN/A	NilN/A	152,147N/A
Shone Anstey (5)	2019	195,619	Nil	1,500	Nil	225,000	422,119
Director, former	2018	243,442	Nil	Nil	Nil	Nil	243,442
Executive Chairman &President
Anthony Zelen (6)	2019	75,250	Nil	Nil	Nil	Nil	75,250
Director	2018	58,000	Nil	Nil	Nil	Nil	58,000
Robert Birmingham (7)	2019	6,000	Nil	Nil	Nil	Nil	6,000
Director	2018	4,500	Nil	Nil	Nil	Nil	4,500
Thomas Kennedy (8)	2019	6,000	Nil	Nil	Nil	Nil	6,000
Director	2018	4,500	Nil	Nil	Nil	Nil	4,500
Marty Anstey (9)	2019	88,462	2,500	Nil	Nil	Nil	90,962
Former CTO	2018	161,146	5,000	Nil	Nil	Nil	166,146

Notes:

(1) Mark Binns was appointed as CEO and a director of the Company on August 8, 2019. He was paid a signing bonus of $65,000.

(2) Diana Kim Evans was appointed as CFO and a director of the Company on November 30, 2017.

(3) Lance Morginn was appointed as President of the Company on August 8, 2019. He was appointed as a director on November 30, 2017. Mr. Morginn acted as CEO of the Company from November 30, 2017 to August 8, 2019.

(4) Robert Whitaker was appointed as COO of the Company on August 8, 2019. Mr. Whitaker's compensation is paid in U.S. dollars and was converted to Canadian dollars using an average exchange rate for the period associated with the payments of 1.3190.

(5) Shone Anstey ceased to act as Executive Chairman and President on August 29, 2019 and August 8, 2019, respectively. He received termination pay in the amount of $225,000. He was appointed as Executive Chairman, President and a director of the Company on November 30, 2017.

(6) Anthony Zelen, through his company, Zelen Consulting Inc., is a consultant to the Company and receives a monthly fee for services provided. Mr. Zelen was appointed as a director of the Company on November 30, 2017.

(7) Robert Birmingham was appointed as a director of the Company on November 30, 2017. Mr. Birmingham receives directors' fees in the amount of $500 per month.

(8) Thomas Kennedy was appointed as a director of the Company on November 30, 2017. Mr. Kennedy receives directors' fees in the amount of $500 per month.

(9) Marty Anstey ceased to act as CTO of the Company on August 8, 2019. He was appointed as CTO on February 22, 2018.

Stock Options and Other Compensation Securities and Instruments

The following table of compensation securities provides a summary of all compensation securities granted or issued to each NEO and director of the Company for the financial year ended December 31, 2019, for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries. The Company does not have any other equity incentive plans other than its fixed Stock Option Plan.

Name and position	Type ofcompensationsecurity(1)	Number ofcompensationsecurities,number ofunderlyingsecurities and %of class)	Date ofissue orgrant	Issueconversionor exerciseprice ($)	Closing price ofsecurity orunderlyingsecurity on dateof grant ($)	Closing price ofsecurity orunderlyingsecurity at endof year ($)	Expirydate
Mark BinnsCEO	Stock options	3,000,000stock options3,000,000common shares2.17%	Aug 8,2019	0.08	0.08	0.035	Aug 8,2024
Diana Kim EvansCFO	Stock options	300,000stock options300,000common shares0.22%	Aug 13,2019	0.08	0.08	0.035	Aug 13,2024
Robert WhitakerCOO	Stock options(2)	200,000stock options200,000common shares0.14%	Aug 13,2019	0.08	0.08	0.035	Aug 13,2024

Notes:

(1) No compensation security had been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the Company's financial year ended December 31, 2019.

(2) Stock options vest over a period of 12 months such that 25% become available for exercise on each of the third, sixth, ninth, and twelfth month anniversaries of the date of grant.

No compensation securities were exercised by any NEOs or directors of the Company during the financial year ended December 31, 2019.

Stock options and other incentive plans

The Company's Stock Option Plan (the "Plan") is a "rolling" stock option plan and is established to attract and retain employees, consultants, officers or directors to the Company and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company. Management of the Company proposes stock option grants to the Board based on such criteria as performance, previous grants, and hiring incentives. All grants require approval of the Board. The Stock Option Plan is administered by the Board and provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company.

The Plan reserves for issuance a maximum of 10% of the Common Shares at the time of a grant of options under the Plan. The Plan is administered by the Board of Directors and provides for grants of non-transferable options under the Plan at the discretion of the Board of Directors to directors, senior officers, employees, management company employees of, or consultants to, the Company and its subsidiaries, or their permitted assigns (each an "Eligible Person").

The Board of Directors has the authority under the Plan to determine the exercise price per Common Share at the time an option is granted, but such price shall not be less than the closing price of the Common Shares on the Canadian Securities Exchange (the "Exchange" or "CSE") on the last trading day preceding the date on which the grant of the option is approved by the Board of Directors. The Board of Directors also has the authority under the Plan to determine other terms and conditions relating to the grant of options, including any applicable vesting provisions, provided that any options granted to consultants performing Investor Relations Activities must vest in stages over a period of not less than 12 months with no more than one-quarter of the options vesting in any three-month period.

The term of options granted under the Plan shall not exceed 5 years from the date of grant. All options granted under the Plan are not assignable or transferable other than by will or the laws of dissent and distribution. Other than Eligible Persons engaged in Investor Relations Activities, if an optionee ceases to be an Eligible Person for any reason whatsoever other than termination for cause or death, each fully vested option held by such optionee will cease to be exercisable 90 days following the termination date (being the date on which such optionee ceases to be an Eligible Person), provided that in no event shall such right extend beyond the expiry date of such options. If an optionee dies, the legal representative of the optionee may exercise the optionee's options within one year after the date of the optionee's death but only up to and including the original option expiry date. In the case of an optionee who is an Eligible Person engaged in Investor Relations Activities, each fully vested option held by such optionee will cease to be exercisable within 30 days from the date such optionee ceases to provide Investor Relations Activities, provided that in no event shall such right extend beyond the expiry date of such options. In the case of an optionee who is an Eligible Person who is terminated for cause, any option held by such optionee shall expire immediately.

The Plan also includes the following limitations on stock option grants:

• (a) unless the Company obtains shareholder approval (which must be disinterested shareholder approval if required by the policies of the Exchange) the aggregate number of Common Shares issuable pursuant to options granted under the Plan shall not at any time exceed 10% of the number of Common Shares outstanding immediately prior to the grant of any such option;
• (b) the aggregate number of Common Shares issuable to any one Eligible Person who is a Consultant (as defined in the Plan) shall not, within a one-year period, exceed 2% of the number of Common Shares outstanding immediately prior to the grant of any such option;
• (c) the aggregate number of Common Shares issuable to all Eligible Persons retained in Investor Relations Activities shall not, within a one-year period, exceed 2% of the number of Common Shares outstanding immediately prior to the grant of any such option; and
• (d) unless the Company obtains disinterested shareholder approval, the aggregate number of Common Shares issuable to any one Eligible Person (and where permitted, any companies that are wholly owned by that Eligible) shall not, within a one year period, exceed 5% of the number of Common Shares outstanding immediately prior to the grant of any such option.

Furthermore, the Plan provides that shareholder approval must be obtained to effect any of the following modifications to the Plan: (a) an increase in the benefits under the Plan; (b) an increase in the number of Common Shares which may be issued under the Plan; (c) modifications to the requirements as to the eligibility for participation in the Plan; (d) modifications to the limitations on the number of options that may be granted to any one person or category of persons under the Plan; (e) modifications to the method for determining the exercise price of options granted under the Plan; (f) an increase in the maximum option period; or (g) modifications to the expiry and termination provisions applicable to options granted under the Plan.

Vesting of stock options is at the discretion of the Board, and will generally be subject to: (i) the service provider remaining employed by or continuing to provide services to the Company or any of its affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its affiliates during the vesting period, or (ii) the service provider remaining as a director of the Company or any of its affiliates during the vesting period.

The Plan is subject to yearly approval by the Company's shareholders. The Plan was last approved by the Company's shareholders on February 25, 2019.

Employment, Consulting and Management Agreements

Mark Binns ~ The Company has a management agreement with Mark Binns pursuant to the terms of which the Company paid a one-time signing bonus of $65,000 and pays an annual salary of $260,000. In addition, Mr. Binns may be eligible to earn bonus incentive pay on an annualized basis in accordance with the Company's executive pay and incentives policy, as amended from time to time at the discretion of the Board of Directors, by achieving targets and criteria established by the Company's Board of Directors. The management agreement provides that in the event the Company terminates the management agreement without cause, Mr. Binns is entitled to a severance payment in the amount equal to six months' salary. There are no conditions or obligations which Mr. Binns has to comply with in order to receive his severance pay. Further, the management agreement provides that in the event in a change of control, Mr. Binns shall be entitled to receive from the Company, its successor or assigns: (1) payment in the amount equal 12 months' salary plus any bonuses at the highest rate in effect during the twelve month period immediately preceding the change of control, unless otherwise determined by the Company's Board of Directors; (2) the provision of employment benefits until that date which is the earlier of 12 months from the effective date of the change of control or the date that Mr. Binns obtains comparable benefits from another source; and (3) shall have any stock options granted in his name vest immediately upon such change of control and remain exercisable until the earlier of the expiry date of such stock options or the date that is thirty-six months from the effective date of such change of control, notwithstanding the provisions of any agreement or Plan. Except as set out above, there are no other obligations to compensate Mr. Binns on resignation, retirement or any other termination.

Kim Evans ~ The Company has a management agreement with Kim Evans pursuant to the terms of which the Company pays an annual management fee in the amount of $200,000 to Ms. Evans. The management agreement provides that in the event the Company terminates the management agreement without cause, Ms. Evans is entitled to a severance payment in the amount equal to one years' salary. There are no conditions or obligations which Ms. Evans has to comply with in order to receive her severance pay. Further, the management agreement provides that in the event in a change of control, Ms. Evans: (1) is entitled to receive payment in the amount equal to the greater of (i) a lump-sum payment of $100,000 or (ii) an amount equal to two years' salary plus any bonuses at the highest rate in effect during the twelve month period immediately preceding the change of control; (2) is guaranteed the provision of employment benefits until that date which is the earlier of twelve months from the effective date of the change of control or the date that Ms. Evans obtains comparable benefits from another source; and (3) shall have any stock options granted in her name vest immediately upon such change of control and remain exercisable until the earlier of the expiry date of such stock options or the date that is thirty-six months from the effective date of such change of control, notwithstanding the provisions of any agreement or plan. Except as set out above, there are no other obligations to compensate Ms. Evans on resignation, retirement or any other termination.

Lance Morginn ~ The Company has a management agreement with Lance Morginn pursuant to the terms of which the Company pays an annual management fee in the amount of $225,000 to Mr. Morginn. The management agreement provides that in the event the Company terminates the management agreement without cause, Mr. Morginn is entitled to a severance payment in the amount equal to one years' salary. There are no conditions or obligations which Mr. Morginn has to comply with in order to receive his severance pay. Further, the management agreement provides that in the event in a change of control, Mr. Morginn: (1) is entitled to receive payment in the amount equal to the greater of (i) a lump-sum payment of $200,000 or (ii) an amount equal to two years' salary plus any bonuses at the highest rate in effect during the twelve month period immediately preceding the change of control; (2) is guaranteed the provision of employment benefits until that date which is the earlier of twelve months from the effective date of the change of control or the date that Mr. Morginn obtains comparable benefits from another source; and (3) shall have any stock options granted in his name vest immediately upon such change of control and remain exercisable until the earlier of the expiry date of such stock options or the date that is thirty-six months from the effective date of such change of control, notwithstanding the provisions of any agreement or plan. Except as set out above, there are no other obligations to compensate Mr. Morginn on resignation, retirement or any other termination.

*Robert Whitaker ~* The Company has a management agreement with Robert Whitaker pursuant to the terms of which the Company pays an annual management fee in the amount of USD$225,000 to Mr. Whitaker, plus cash commission equal to 7.5% of gross sales made by him and cash commission equal to 2.5% of the gross sales made by any employees or consultants that report directly to or work under the direction of Mr. Whitaker. The management agreement provides that in the event the Company terminates the management agreement without cause, Mr. Whitaker is entitled to a severance payment in the amount equal to one years' salary. There are no conditions or obligations which Mr. Whitaker has to comply with in order to receive his severance pay. Further, the management agreement provides that in the event in a change of control, Mr. Whitaker: (1) is entitled to receive payment in the amount equal to one years' salary plus any bonuses at the highest rate in effect during the twelve month period immediately preceding the change of control; (2) is guaranteed the provision of employment benefits until that date which is the earlier of twelve months from the effective date of the change of control or the date that Mr. Whitaker obtains comparable benefits from another source; and (3) shall have any stock options granted in his name vest immediately upon such change of control and remain exercisable until the earlier of the expiry date of such stock options or the date that is thirty-six months from the effective date of such change of control, notwithstanding the provisions of any agreement or plan. Except as set out above, there are no other obligations to compensate Mr. Whitaker on resignation, retirement or any other termination.

*Anthony Zelen ~* The Company pays a monthly consulting fee to Zelen Consulting Inc., a company controlled by Mr. Zelen. During fiscal 2019, consulting payments aggregated $75,250. At the beginning of 2019, Mr. Zelen's company received $7,000 per month, which was reduced over the course of the year to $3,500 per month. There are no termination obligations associated with this consulting contract.

Shone Anstey ~ The Company had a management agreement with Shone Anstey pursuant to the terms of which the Company paid an annual management fee in the amount of $225,000 to Mr. Anstey. The management agreement provided that in the event the Company terminates the management agreement without cause, Mr. Anstey was entitled to a severance payment in the amount equal to one years' salary. Mr. Anstey's management contract was terminated during the fiscal year ended December 31, 2019 and he received severance pay in the amount of $225,000. There were no conditions or obligations which Mr. Anstey had to comply with in order to receive his severance pay.

Marty Anstey ~ The Company had a management agreement with Marty Anstey pursuant to the terms of which the Company paid an annual management fee in the amount of $150,000 to Mr. Anstey. The management agreement provided that in the event the Company terminates the management agreement without cause, Mr. Anstey was entitled to a severance payment in the amount equal to one years' salary. Mr. Anstey resigned from his position with the Company during the fiscal year ended December 31, 2019 and as a result no severance payment was issued.

Oversight and Description of Director and NEO Compensation

The compensation of the Company's Named Executive Officers has been established with a view to attracting and retaining executives critical to the Company'sshort and long-term success and to continue providing executives with compensation that is in accordance with existing market standards generally and competitive within the technology industry.

The Company has a compensation committee comprised of Anthony Zelen (Chair), Robert Birmingham and Thomas Kennedy (the "Committee"). The Committee is responsible for reviewing and determining all forms of compensation to be granted to the NEO's, directors and employees. The Company's NEO's are compensated through employment agreements or management agreements. The Committee does not have a pre-determined compensation plan and does not engage in benchmarking practices, but from time to time it does review compensation practices of companies of similar size and stage of development to ensure the compensation paid is competitive within the Company's industry and geographic location while taking into account the financial and other resources of the Company.

Compensation of the Company's Named Executive Officers is comprised of three components: base salary, performance bonuses and stock options. Performance bonuses are considered from time to time. The Committee does not rely on any formula, or objective criteria and analysis to determine an exact amount of compensation to pay. The establishment of base salary, award of stock options and/or performance bonuses is based on subjective criteria including individual performance, level of responsibility, length of service and available market data.

Base compensation is determined following a review of comparable compensation packages for that position, together with an assessment of the responsibility and experience required for the position to ensure that it reflects the contribution expected from each NEO. Information regarding comparable salaries and overall compensation is derived from the knowledge and experience of the Committee, which takes into consideration a variety of factors. These factors include overall financial and operating performance of the Company and the Board's overall assessment of each NEO's individual performance and contribution towards meeting corporate objectives, levels of responsibility and length of service. Each of these factors is evaluated on a subjective basis.

Base Salary

The Company believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Company also believes that attractive base salaries can motivate and reward executives for their overall performance. Compensation for the fiscal year ended December 31, 2019, and prior fiscal years has historically been based upon a negotiated salary, with stock options and bonus potentially being issued and paid as an incentive for performance.

The employment agreements that were entered into with the Company's Named Executive Officers and directors are summarized under above.

Bonus Payments

NEO's may be eligible for annual cash bonuses. The compensation committee does not currently prescribe a set of formal objective measures to determine discretionary bonus entitlements. Rather, the Committee uses informal goals typical for early stage companies such as strategic acquisitions, operations and development, equity and debt financings and other transactions and developments that serve to increase the Company's valuation. Precise goals or milestones are not pre-set by the Committee. During the two most recently completed financial years, the Company paid the following discretionary cash bonuses to its NEO's: (1) $65,000 signing bonuses to Mark Binns, CEO; and (2) $2,500 and $5,000 in fiscal 2019 and 2018, respectively, to Marty Anstey, the former CTO.

Long-Term Incentive Plan

The LTIP is designed to strengthen the alignment between executive compensation and the long-term interests of the Company's shareholders. Historically, the LTIP has been comprised of stock options. The inclusion of incentive compensation stock in compensation packages allows the Company to compensate employees while not drawing on limited cash resources. The amount of incentive compensation stock to be granted is based on the relative contribution and involvement of the individual in question, as well as taking into consideration previous grants. There are no other specific quantitative or qualitative measures associated with incentive compensation stock grants and no specific weights are assigned to any criteria individually, rather, the performance of the Company is broadly considered as a whole when determining the number of incentive stock-based compensation (if any) to be granted and the Company does not focus on any particular performance metric. During the financial year ended December 31, 2019, the Company granted a total of 3,500,000 stock options to its NEO's.

Awards under the LTIP are designed to provide shareholder aligned incentives to the Company's directors, officers and employees who make material contributions to the successful operation of the business of the Company, to increase their ownership interest in the Company and to allow the Company to attract and retain outstanding officers and employees.

Hedging of Economic Risks in the Company's Securities

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

Risk Management and Assessment

In light of the Company's size, current activity level and the balance between long-term objectives and short-term financial goals with respect to the Company's executive compensation program, the Board does not deem it necessary to consider at this time the implications of the risks associated with its compensation policies and practices.

While the Company has awarded very few discretionary bonuses in the past two financial years, there is a risk associated with its approach to discretionary bonuses as there are no pre-defined objectives, target amounts or caps. As a result, there is some incentive for Named Executive Officers to take on unmanageable risk and unsustainable performance over the long term in order to achieve a short-term discretionary bonus payout. The Company is aware of this risk and at such time the Company moves to a more advanced stage of development, it is expected that the Company will develop a bonus program with pre-defined objectives and target amounts in order to mitigate these risks.

The Company views stock options as a valuable tool for aligning the interest of management and shareholders in the longterm growth and success of the Company. The Company is aware that stock option grants that vest immediately may create an incentive for management to maximize short term gains at the expense of the long-term success of the Company. In order to mitigate this risk, option grants are generally subject to vesting periods ranging from twelve to thirty-six months from the date of grant.

Director Compensation

During the fiscal year ended December 31, 2019, the Company paid an amount of $500 per month to each of its independent directors. With the exception of the stock option grants noted above to directors that hold management positions, there were no stock options granted to directors during 2019.

Changes Subsequent to Year-End

Subsequent to the year ended December 31, 2019, the Company has not made any significant changes to its compensation practices.

Pension Plan Benefits

The Company does not have any form of pension plan that provides for payments or benefits to the NEO at, following, or in connection with retirement. The Company does not have any form of deferred compensation plan.