Blackrock Silver — Remuneration Information 2022

Apr 29, 2022

BLACKROCK SILVER CORP. (the “ Company ”)

Form 51-102F6V STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUERS for the fiscal year ended October 31, 2021 Dated as of April 29, 2022

Director and Named Executive Officer Compensation Excluding Compensation Securities

Named Executive Officers

Set out below are particulars of compensation paid to the following persons (the “ Named Executive Officers ” or “ NEOs ”):

• (a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer (“ 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, including an individual performing functions similar to a chief financial officer (“ CFO ”);

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

• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

During the year ended October 31, 2021, the Company had three Named Executive Officers, namely Andrew Pollard (CEO), Randy Minhas (CFO) and William Howald (Executive Chairman of the Board).

Table of Compensation Excluding Compensation Securities

The following table sets out compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or a subsidiary of the Company, to each applicable NEO and director, in any capacity, for each of the Company’s financial years ended October 31, 2021 and 2020.

	Table of compensation excluding compensation securities
Name andposition	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
ANDREW POLLARD(1) CEO, President and Director	2021 2020	230,000(2) 180,000(2)	120,525 107,000	Nil Nil	(8) (8)	Nil Nil	350,525 287,000
RANDIP S. MINHAS CFO	2021 2020	137,745(3) 33,000(3)	39,278 30,000	Nil Nil	(9) (9)	Nil Nil	177,023 63,000

	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name andposition	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
WILLIAM (BILL) HOWALD Executive Chairman of the Board and Director	2021 2020	236,902(4) 214,107(4)	118,790 118,273	Nil Nil	(9) (9)	Nil Nil	355,692 332,380
DAVID LAING(5) Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	(9) (9)	Nil Nil	Nil Nil
JOHN SEABERG Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	(9) (9)	Nil Nil	Nil Nil
DANIEL VICKERMAN(6) Senior Vice President of Corporate Development and Director	2021 2020	70,500(7) Nil	37,175 Nil	Nil Nil	(9) (9)	Nil Nil	107,675 Nil
ANTONY WOOD Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	(9) (9)	Nil Nil	Nil Nil

• _______ (1) Mr. Pollard was not paid any compensation for his role as director of the Company.

• (2) Amount paid as a consulting fee to Pollard Mining Recruitment Group Ltd., a consulting company controlled by Mr. Pollard. See “Employment, Consulting and Management Agreements” for further details.

• (3) Amount includes compensation paid directly to Mr. Minhas and fees paid to Minhas Consulting Corp., a consulting company controlled by Mr. Minhas.

• (4) Amount paid as a consulting fee to Tanadog Management and Technical Services Inc., a consulting company controlled by Mr. Howald. See “Employment, Consulting and Management Agreements” for further details. All amounts were paid in United States dollars by monthly instalments and, for the purposes hereof, have been converted from United States currency to Canadian currency based on the Bank of Canada closing exchange rate applicable at the time of each monthly payment.

• (5) Mr. Laing was appointed a director of the Company on April 3, 2020.

• (6) Mr. Vickerman was appointed a director of the Company on August 7, 2020 and was appointed Senior Vice President of Corporate Development of the Company on February 24, 2021.

• (7) Amount paid as a consulting fee to Silver Green Resources, SLU, a consulting company controlled by Mr. Vickerman. See “Employment, Consulting and Management Agreements” for further details.

• (8) Perquisites that are not generally available to all employees did not exceed 10% of the NEO’s total salary for the financial year.

• (9) Perquisites that are not generally available to all employees did not exceed $15,000.

External Management Companies

See “Employment, Consulting and Management Agreements” for a description of the Company’s management agreements with Tanadog Management and Technical Services Inc. (“ Tanadog ”, a consulting company controlled by William C. Howald), Pollard Mining Recruitment Group Ltd. (“ PMR ”, a consulting company controlled by Andrew Pollard) and Silver Green Resources, SLU (“ Silver Green ”, a consulting company controlled by Daniel Vickerman).

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Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each NEO and director by the Company or one of its subsidiaries in the financial year ended October 31, 2021 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries and the total amount of compensation securities held as at the Company’s financial year end of October 31, 2021.

			Compensation Securities
Name andposition	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class (1)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date	Total amount of compensation securities held as at October 31, 2021
ANDREW POLLARD CEO, President and Director	Options(2) RSUs(3)(4)	375,000 225,000 73,400 50,000	Feb 24, 2021 Oct 4, 2021 Jan 18, 2021 July16,2021	0.91 0.79 N/A N/A	0.90 0.78 N/A N/A	1.01 1.01 1.01 1.01	Feb 24, 2026 Oct 4, 2026 Jan 18, 2024 July16,2024	Options – 2,100,000 RSUs – 180,734
RANDIP S. MINHAS CFO	Options(2) RSUs(3)(4)	275,000 175,000 40,000 20,000	Feb 24, 2021 Oct 4, 2021 Jan 18, 2021 July16,2021	0.91 0.79 N/A N/A	0.90 0.78 N/A N/A	1.01 1.01 1.01 1.01	Feb 24, 2026 Oct 4, 2026 Jan 18, 2024 July16,2024	Options – 1,125,000 RSUs –86,667
WILLIAM (BILL) HOWALD Executive Chairman of the Board and Director	Options(2) RSUs(3)(4)	375,000 225,000 73,400 50,000	Feb 24, 2021 Oct 4, 2021 Jan 18, 2021 July16,2021	0.91 0.79 N/A N/A	0.90 0.78 N/A N/A	1.01 1.01 1.01 1.01	Feb 24, 2026 Oct 4, 2026 Jan 18, 2024 July16,2024	Options – 1,850,000 RSUs – 180,734
DAVID LAING Director	Options(2) RSUs(3)(4)	225,000 150,000 60,000 50,000	Feb 24, 2021 Oct 4, 2021 Jan 18, 2021 July16,2021	0.91 0.79 N/A N/A	0.90 0.78 N/A N/A	1.01 1.01 1.01 1.01	Feb 24, 2026 Oct 4, 2026 Jan 18, 2024 July16,2024	Options – 875,000 RSUs – 136,667
JOHN SEABERG Director	Options(2) RSUs(3)(4)	225,000 150,000 60,000 50,000	Feb 24, 2021 Oct 4, 2021 Jan 18, 2021 July16,2021	0.91 0.79 N/A N/A	0.90 0.78 N/A N/A	1.01 1.01 1.01 1.01	Feb 24, 2026 Oct 4, 2026 Jan 18, 2024 July16,2024	Options – 990,000 RSUs – 136,667
ANTONY WOOD Director	Options(2) RSUs(3)(4)	225,000 150,000 60,000 50,000	Feb 24, 2021 Oct 4, 2021 Jan 18, 2021 July16,2021	0.91 0.79 N/A N/A	0.90 0.78 N/A N/A	1.01 1.01 1.01 1.01	Feb 24, 2026 Oct 4, 2026 Jan 18, 2024 July16,2024	Options – 1,230,000 RSUs – 136,667
ANDREW KAIP Director	Options(2)	200,000	Oct 4, 2021	0.79	0.78	1.01	Oct 4, 2026	Options – 200,000

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			Compensation Securities
Name andposition	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class (1)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date	Total amount of compensation securities held as at October 31, 2021
DANIEL VICKERMAN Senior Vice President of Corporate Development and Director	Options(2) RSUs(3)(4)	400,000 175,000 60,000 50,000	Feb 24, 2021 Oct 4, 2021 Jan 18, 2021 July16, 2021	0.91 0.79 N/A N/A	0.90 0.78 N/A N/A	1.01 1.01 1.01 1.01	Feb 24, 2026 Oct 4, 2026 Jan 18, 2024 July16, 2024	Options – 825,000 RSUs – 110,000

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(1) The numbers under this column represent the number of options and restricted share units (“ RSUs ”) and the same number of common shares of the Company underlying the related options and RSUs.

(2) All options were fully vested on the date of grant.

(3) RSUs granted on January 18, 2021 vest as to one-third on each of January 18, 2022, January 18, 2023, and January 18, 2024.

(4) RSUs granted on July 16, 2021 vest as to one-third on each of July 16, 2022, July 16, 2023, and July 16, 2024.

No compensation security had been repriced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the Company’s financial year ended October 31, 2021.

There are no restrictions or conditions for converting, exercising, or exchanging the compensation securities. Except as set out in the following table, no NEO or director of the Company exercised any compensation security during the financial year ended October 31, 2021.

**Name and position **		Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs
	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price of security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
William (Bill) Howald, Executive Chairman of the Board and Director	Options	500,000	0.05	Sept 22, 2021	0.82	0.77	410,000
Andrew Pollard, CEO	Options	100,000	0.05	Nov 27, 2020	0.65	0.60	65,000

Stock Option Plans and Other Incentive Plans

Stock Option Plan

The Company has a “rolling 10%” Stock Option Plan (the “ Option Plan ”) which was adopted by the Board of Directors of the Company (the “ Board ”) on July 15, 2016 and first approved by the shareholders of the Company on July 15, 2016. The Option Plan provides for a share-related mechanism to attract, retain and motivate eligible directors, officers, employees and consultants, to reward such persons by the grant under the Option Plan of options to purchase common shares of the Company (“ Common Shares ”) for their contributions toward the long-term goals of the Company, and to enable and encourage such persons to acquire Common Shares as a long-term investment. The Option Plan is administered by the Board on the recommendation of the Compensation Committee. Options may be granted to purchase Common Shares on terms that the Board may determine, subject to the limitations of the Option Plan and the requirements of applicable regulatory authorities.

The Option Plan must be re-approved on an annual basis by the shareholders at each annual general meeting of the Company as required by the policies of the TSX Venture Exchange (the “ Exchange ”).

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The Option Plan includes the following provisions:

• Options may be granted to directors, senior officers, employees and consultants of the Company or a subsidiary of the Company;

• The number of Common Shares to be reserved and authorized for issuance pursuant to options granted under the Option Plan is 10% of the issued and outstanding Common Shares from time to time;

• The Option Plan is administered by the Board;

• The total number of optioned Common Shares granted to any one optionee in any 12-month period must not exceed 5% of the issued and outstanding Common Shares at the time of option grant, unless the Company has obtained disinterested shareholder approval if and as may be required by the Exchange;

• The total number of optioned Common Shares granted to anyone consultant in a 12-month period must not exceed 2% of the issued and outstanding Common Shares at the time of option grant;

• The aggregate number of optioned Common Shares granted to optionees who are employed to provide investor relations activities must not exceed 2% of the issued and outstanding Common Shares of the Company in any 12 month period;

• The number of optioned Common Shares granted within a 12-month period to insiders of the Company, and the aggregate number of shares reserved for issuance under options granted to insiders, must not exceed 10% of the issued and outstanding Common Shares, unless the Company has obtained disinterested shareholder approval;

• The Board, in its sole discretion, determines the number of optioned Common Shares to be granted;

• The exercise price for optioned Common Shares under the Option Plan will not be less than the closing price of the Common Shares on the day preceding the option grant date, less applicable discounts permitted by the Exchange;

• Options will be exercisable for a term of up to ten years, subject to earlier termination in the event of death or the optionee’s cessation of services to the Company;

• Options granted under the Option Plan are non-assignable, except by will or the laws of descent and distribution;

• Options granted to any optionee who is a director, senior officer, employee, consultant or person engaged in investor relation services shall expire the earlier of: (a) that date which is 30 days after the optionee ceases to be in at least one of such categories unless a later date (not to exceed 12 months) has been determined by the Board; and (b) the expiry of the option period. The Board may extend the period specified in the aforementioned subparagraph (a) in respect of any option for a specified period (which period shall not exceed 12 months following the date that the optionee ceased services to the Company) up to the expiry of the option period;

• For so long as the Common Shares are listed on the Exchange, any Common Shares issued pursuant to the exercise of options that (a) were granted to an optionee who was a director, officer, promoter or significant shareholder of the Company; or (b) had an exercise price per share that was less than the market price, would be subject to a four-month hold period commencing on the date of grant of the option;

• The Board may, in its discretion but subject to any necessary regulatory approvals, provide for the extension of the exercisability of a stock option or accelerate the vesting or exercisability of any option;

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• The vesting schedule for each option shall be determined by the Board at the time the option is granted (with the exception of options granted to consultants performing investor relations activities, in which case the vesting period must be at least 12 months with no more than ¼ of the options vesting in any 3 month period); and

• If there is a bona fide offer made for all of the issued and outstanding Common Shares, then, subject to Exchange approval, all outstanding options shall become immediately exercisable in order to permit the Common Shares issuable under such options to be tendered to such offer.

Restricted Share Unit Plan

On July 20, 2020, the Board adopted a restricted share unit plan (the “ RSU Plan ”). The RSU Plan was subsequently approved by the shareholders of the Company on November 20, 2020. The RSU Plan provides for the grant of the right to acquire fully paid and non-assessable Common Shares (“ Restricted Share Units ” or “ RSUs ”), as applicable, in accordance with the terms of the RSU Plan to participants (“ Participants ”), being directors and employees of the Company and its affiliates who participate in the RSU Plan voluntarily. On June 28, 2021, the Board approved Amendment No. 1 to the RSU Plan (the “ RSU Plan Amendment ”) to increase the maximum number of Common Shares which may be issued under the RSU Plan from 930,000 Common Shares to 2,846,400 Common Shares (including Common Shares already issued under the RSU Plan). The RSU Plan Amendment was subsequently approved by shareholders of the Company on December 9, 2021.

The aggregate number of Common Shares reserved for issuance to insiders under the RSU Plan and all other security based compensation arrangements, at any time, shall not exceed 10% of the total number of Common Shares then outstanding. The aggregate number of Common Shares issued to insiders pursuant to Restricted Share Units and all other security based compensation arrangements, within a one year period, shall not exceed 10% of the total number of Common Shares then outstanding. The aggregate number of Common Shares issued to any one insider and the insider’s associates under the RSU plan, within a one year period, shall not exceed 5% of the total number of Common Shares then outstanding. The aggregate number of Common Shares that may be issued to any service provider in a one year period, under the RSU Plan and all other security based compensation arrangements, must not exceed 2% of the issued and outstanding Common Shares. The aggregate number of Common Shares reserved for issuance to any one person or entity under all security based compensation arrangements shall not exceed 5% of the total number of Common Shares then outstanding

The Board, or if authority is delegated to the Compensation Committee, that committee, may at any time authorize the grant of awards to such eligible participants as it may select for the number of awards that it shall designate subject to the provisions of the RSU Plan. Each grant of an award shall specify the performance period and may (but is not required to) specify performance conditions attaching to it, with such conditions to be set by the Board or the Compensation Committee. Performance conditions are additional conditions that may be imposed on an award that are required to be satisfied or discharged before an award shall vest. The expiry date of an award shall not be more than three years from the date of grant of an award.

Except as otherwise provided in the RSU Plan, awards of RSUs shall vest as determined by the Board or the Compensation Committee at the time of the grant of the award, subject to satisfaction of any performance conditions which may be attached to the award during the relevant performance period.

Provided a “blackout period” is not then in effect, and that the Participant does not otherwise have knowledge of a material fact or material change pertaining to the Company at the time of election, the Participant shall, within two business days of the date of grant, notify the Company of its election to settle its RSU awards on (i) a cash-basis, (ii) share-basis, or (iii) both a cash-basis and share-basis. If cash settlement is elected, the Company would issue that number of vested Common Shares to which the Participant is entitled to a licensed securities broker, who would then sell such shares in the public market and deliver the net proceeds thereof to the Participant. If share settlement is elected, the Company will cause the vested Common Shares to be issued in certificated form to the Participant within five (5) business days of vesting.

If a Participant ceases to be employed by, or act as, a director of the Company or its affiliates for any reason (including death, termination for cause, termination without cause, resignation or retirement): (i) any unvested awards held by such Participant at the date the Participant ceases to be an employee or director of the Company or its affiliates shall be

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terminated as of such date; and (ii) any vested awards held by such eligible participant at the date the eligible participant ceases to be an employee or director of the Company or its affiliates and which has not yet been settled, shall be settled within 30 days of such date. If an award has performance conditions attached to it which remain unsatisfied at the date a Participant ceases to be an employee or director of the Company or its affiliates, then such awards shall be deemed to not have vested.

The Board may amend the terms of the RSU Plan without shareholder approval, including for the purposes of: changes of a clerical or grammatical nature; changes regarding the persons eligible to participate in the RSU Plan; changes to the vesting provisions of awards, performance conditions or performance period; changes to the authority and role of the Compensation Committee under the RSU Plan; changes to the acceleration and vesting of awards in the event of a takeover bid or change of control; and any other matter relating to the RSU Plan and the awards granted thereunder.

The Compensation Committee also has the power to amend the terms of the RSU Plan without shareholder approval, for the purposes of: changes of a clerical or grammatical nature; changes regarding the persons eligible to participate in the RSU Plan; and changes to the vesting provisions of awards, performance conditions or performance period.

Notwithstanding the foregoing, the powers of the Board and the Compensation Committee shall be limited in those circumstances set forth in the RSU Plan as requiring shareholder approval and as required by applicable securities regulatory authorities or any stock exchange upon which the Common Shares are then listed. Shareholder approval is required for:

• (i) any amendment to the aggregate maximum number of Common Share issuable under the RSU Plan;

• (ii) any amendment to the aggregate percentage of Common Shares that may be reserved for issuance under the RSU Plan or issued to insiders under the RSU Plan;

• (iii) any amendment which would accelerate the vesting of any awards held by insiders, except as contemplated under the RSU Plan; and

• (iv) any amendment provision under the RSU Plan.

Any awards or RSUs accruing to any Participant shall not be transferable except by will or by the laws of descent and distribution. All benefits and rights granted under the RSU Plan may only be exercised by the eligible participant during the participant’s lifetime.

Employment, Consulting and Management Agreements

William C. Howald, Executive Chairman and Director

The Company entered into a professional services agreement dated May 21, 2019, which was subsequently replaced by a consulting agreement dated October 1, 2019 (the “ Tanadog Agreement ”), with Tanadog pursuant to which Tanadog provides the Company with Mr. Howald’s services as Executive Chairman and a director of the Company. In consideration for its services, the Company agreed to pay consulting fees to Tanadog (a company controlled by Mr. Howald) at an annual base rate, payable in equal monthly instalments, and subject to increases as the Board in its discretion may determine from time to time. Tanadog is also entitled to receive an annual bonus, in the Board’s discretion, and Mr. Howald is entitled to participate in the Company’s Option Plan. Pursuant to an amendment to the Tanadog Agreement effective August 1, 2020, for 2020, the annual base fee payable to Tanadog is US$186,000 per annum and the Company paid Tanadog US$186,000/Cdn.$236,902 and a bonus of US$93,847/Cdn.$118,790 (applying the Bank of Canada closing exchange rate applicable at the time of each monthly payment and applicable at the time of the bonus payment).

The Tanadog Agreement is automatically renewable for consecutive one-year terms, subject to the right of Tanadog to terminate the Tanadog Agreement by giving three months’ written notice to the Company, and the right of the Company to terminate the Tanadog Agreement with Tanadog immediately upon notice (provided that, if such termination was for any reason other than for cause, breach of fiduciary duty, Mr. Howald’s death or incapacity, or material breach of

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Tanadog’s obligations thereunder, the Company shall pay to Tanadog a termination payment equal to 1 times of the then applicable base rate per annum payable to Tanadog by the Company in respect of the Company’s most recently completed financial year). If such termination were to occur as of October 31, 2021, pursuant to this provision, the Company would have paid Tanadog US$186,000/Cdn$230,342 (applying the Bank of Canada’s exchange rate as at October 30, 2021 of U.S.$1.00=Cdn.$1.2384).

The Tanadog Agreement also provides that in the event that there is a change of control of the Company and, within six months after such event, the Company delivers written notice to Tanadog terminating the Tanadog Agreement, the Company shall, upon the effective date of termination, pay to Tanadog an amount equal to two times of both the then applicable base rate per annum payable to Tanadog and any bonus paid or payable to Tanadog in respect of the Company’s most recently completed financial year. If such termination were to occur as of October 31, 2021, pursuant to this provision, the Company would have paid Tanadog US$559,694/Cdn$693,125 (applying the Bank of Canada’s exchange rate as at October 30, 2021 of U.S.$1.00=Cdn.$1.2384).

Further to the Tanadog Agreement, the Company also entered into a separate confidentiality agreement with Mr. Howald.

Andrew Pollard, Chief Executive Officer and Director

The Company entered into a consulting agreement dated May 14, 2019, which was subsequently replaced by a consulting agreement dated October 1, 2019 (the “ Pollard Agreement ”), as amended on January 1, 2021, with PMR pursuant to which PMR provides the Company with Mr. Pollard’s services as Chief Executive Officer, President and a director of the Company. In consideration for its services, the Company agreed to pay consulting fees to PMR (a company controlled by Mr. Pollard) at an annual base rate, payable in equal monthly instalments, and subject to increases as the Board in its discretion may determine from time to time. PMR is also entitled to receive an annual bonus, in the Board’s discretion, and Mr. Pollard is entitled to participate in the Company’s Option Plan. For 2021, the annual base fee payable to PMR is Cdn.$240,000 per annum and the Company paid PMR Cdn$230,000 and a bonus of Cdn.$120,525.

The Pollard Agreement is automatically renewable for consecutive one-year terms, subject to the right of PMR to terminate the Pollard Agreement by giving three months’ written notice to the Company, and the right of the Company to terminate the Pollard Agreement with PMR immediately upon notice (provided that, if such termination was for any reason other than for cause, breach of fiduciary duty, Mr. Pollard’s death or incapacity, or material breach of PMR’s obligations thereunder, the Company shall pay to PMR a termination payment equal to 1 times of the then applicable base rate per annum payable to PMR by the Company in respect of the Company’s most recently completed financial year). If such termination were to occur as of October 31, 2021, pursuant to this provision, the Company would have paid PMR Cdn.$240,000.

The Pollard Agreement also provides that in the event that there is a change of control of the Company and, within six months after such event, the Company delivers written notice to PMR terminating the Pollard Agreement, the Company shall, upon the effective date of termination, pay to PMR an amount equal to two times of both the then applicable base rate per annum payable to PMR and any bonus paid or payable to PMR in respect of the Company’s most recently completed financial year. If such termination were to occur as of October 31, 2021, pursuant to this provision, the Company would have paid PMR Cdn.$721,050.

Further to the Pollard Agreement, the Company also entered into a separate confidentiality agreement with Mr. Pollard.

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Daniel Vickerman , Senior Vice President of Corporate Development and Director

The Company entered into a consulting agreement dated February 14, 2021, as amended on October 1, 2021 with JasperSkye Ltd., which was subsequently replaced by a consulting agreement dated November 1, 2021 (the “ Vickerman Agreement ”), with Silver Green pursuant to which Silver Green provides the Company with Mr. Vickerman’s services as Senior Vice-President, Corporate Development of the Company. In consideration for its services, the Company agreed to pay consulting fees to Silver Green (a company controlled by Mr. Vickerman) at an annual base rate, payable in equal monthly instalments, and subject to increases as the CEO, in his, or the Board in its, discretion may determine from time to time. Silver Green is also entitled to receive an annual bonus, in the Board’s discretion, and Mr. Vickerman is entitled to participate in the Company’s Option Plan. For 2021, the annual base fee payable to Silver Green is Cdn.$198,000 per annum and the Company paid Silver Green Cdn$70,500 and a bonus of Cdn.$37,175.

The Vickerman Agreement is automatically renewable for consecutive one-year terms, subject to the right of Silver Green to terminate the Vickerman Agreement by giving three months’ written notice to the Company, and the right of the Company to terminate the Vickerman Agreement immediately upon notice (provided that, if such termination was for any reason other than for cause, breach of fiduciary duty, Mr. Vickerman’s death or incapacity, or material breach of Silver Green’s obligations thereunder, the Company shall pay to Silver Green a termination payment equal to 3 times of the then applicable base rate per annum payable to Silver Green by the Company in respect of the Company’s most recently completed financial year). If such termination were to occur as of October 31, 2021, pursuant to this provision, the Company would have paid Silver Green Cdn.$594,000.

The Vickerman Agreement also provides that in the event that there is a change of control of the Company and, within six months after such event, the Company delivers written notice to Silver Green terminating the Vickerman Agreement, the Company shall, upon the effective date of termination, pay to Silver Green an amount equal to 1 times of both the then applicable base rate per annum payable to Silver Green and any bonus paid or payable to Silver Green in respect of the Company’s most recently completed financial year. If such termination were to occur as of October 31, 2021, pursuant to this provision, the Company would have paid Silver Green Cdn.$235,175.

Further to the Vickerman Agreement, the Company also entered into a separate confidentiality agreement with Mr. Vickerman.

Randip S. Minhas, Chief Financial Officer

The Company entered into an employment agreement with Randip Minhas dated January 1, 2021 (the “ Minhas Agreement ”). Pursuant to the Minhas Agreement, the Company agreed to employ Mr. Minhas as CFO of the Company, and agreed to pay Mr. Minhas an annual base salary, subject to annual review by the Compensation Committee. Under the Minhas Agreement, Mr. Minhas is also entitled to receive an annual bonus, as determined by the Compensation Committee, and Mr. Minhas is entitled to participate in the Company’s Option Plan or any other equity compensation plan of the Company. For 2021, the annual base salary payable to Mr. Minhas is Cdn.$160,000 and the Company paid Mr. Minhas Cdn$137,745 and a bonus of Cdn.$39,278.

Pursuant to the Minhas Agreement, Mr. Minhas has the right to terminate his employment under the Minhas Agreement by giving three months’ notice to the Company and assisting the Company in finding a replacement CFO acceptable to the Board of Directors prior to Mr. Minhas’ departure. If the Company terminates the Minhas Agreement without cause, or if Mr. Minhas leaves the Company within 6 months of a change of city from which the Company carries on business, Mr. Minhas will be entitled to 3 months of annual base salary at the time of termination, plus the pro rata amount of the previous year’s annual bonus. If such termination were to occur as of October 31, 2021, pursuant to this provision, the Company would have paid Mr. Minhas Cdn.$49,820.

The Minhas Agreement also provides that in the event that there is a change of control of the Company and, within six months after such event, the Company terminates Mr. Minhas’ employment under the Minhas Agreement, then Mr. Minhas would be entitled to severance pay equal to 12 months of annual base salary, plus the pro rata amount of the previous year’s annual bonus. If such termination were to occur as of October 31, 2021, pursuant to this provision, the Company would have paid Mr. Minhas Cdn.$199,278.

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The Minhas Agreement contains confidentiality and non-competition covenants in favour of the Company, which apply to the term of the employment and will continue for a specified period of time after termination.

Oversight and Description of Director and NEO Compensation

The Company relies solely on recommendations made by the Compensation Committee after its review to determine compensation paid to executives and directors, without any formal objectives, criteria or analysis.

The Company uses salaries/consulting fees to compensate its executives and the compensation rate is based on what the Compensation Committee’s assessment of the position’s value and what similar roles would command in the market. Subsequent to the fiscal year ended October 31, 2020, the Compensation Committee hired an external consulting firm to provide the Compensation Committee with a full report of compensation within the industry. This report was the basis for determining compensation for the fiscal year ended October 31, 2021 and any compensation changes moving forward.

Overall, the Company takes a short-term, mid-term and long-term view when developing its compensation program for its employees, officers and directors. On this basis, the Company uses salaries/consulting fees as a means of providing compensation on a short-term basis, but also awards bonuses for the short-term performance of the Company.

As the Company is still in the developmental stage as a junior mining company, the Company’s compensation program will rely heavily on the granting of stock options and RSUs.

The Company’s mid-term and long-term incentive program is intended to align the interests of the NEOs, directors, consultants and employees with those of the Company’s shareholders over the longer term and to provide a retention incentive for each NEO. This component of the compensation package consists of grants of options to purchase Common Shares and the grant of RSUs, vesting over a three year period. Numerous factors are taken into consideration by the Board in determining grants of options and RSUs, including: a review of the previous grants (including value both at the current share prices and potential future prices), the remaining time to expiry, overall corporate performance, share price performance, the business environment and the role and performance of the individual in question.

See “Employment, Consulting and Management Agreements” for compensation arrangements for the Company’s NEOs.

The Company has not used any peer group to determine compensation for its directors and NEOs.

There have been no significant changes to the Company’s compensation policies that were made during or after the financial year ended October 31, 2021 that could or will have an effect on director or NEO compensation.

Pension Disclosure

The Company does not provide a pension to any director or NEO.

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