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Ciscom Corp. Remuneration Information 2025

Jun 9, 2025

48369_rns_2025-06-09_1b4cd71e-5628-46ce-9bae-0cb2adb51943.pdf

Remuneration Information

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CISCOM CORP.

STATEMENT OF EXECUTIVE COMPENSATION

FOR THE YEAR ENDED DECEMBER 31, 2024

Dated June 5, 2025


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STATEMENT OF EXECUTIVE COMPENSATION

During the financial year ended December 31, 2024, Ciscom Corp. (the “Company”) had four Named Executive Officers (“NEOs”), being Michel Pepin, the Company’s President and Chief Executive Officer (“CEO”), Frank Linhart, the Chief Financial Officer (“CFO”), David Mathews, the President of Prospect Media Group (“PMG”), a wholly-owned subsidiary of the Company, and Paul Gaynor, Chair of the Board of Directors of the Company (the “Board”).

“Named Executive Officer” means: (a) a CEO, (b) a CFO, (c) the most highly compensated executive officer of the Company, including any of its subsidiaries, other than the CEO and the CFO, including an individual performing functions similar to a 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 subsection 1.3(5) of Form 51-102F6V for that financial year; and (d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of the Company, or its subsidiaries, nor acting in similar capacity, at the end of the financial year.

Director and NEO Compensation, Excluding Compensation Securities

Set out below is a summary of all compensation paid, payable, awarded, granted, given or otherwise provided, excluding compensation securities, during the Company’s two most recently completed financial years, being the years ended December 31, 2024 and 2023, to the Company’s NEOs and Directors, in any capacity, for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof.

Name and principal position Year Salary, consulting fee retainer or commission ($) Bonus ($) Committee or meeting fees ($) Value of perquisites ($) Value of all other compensation ($) Total compensation ($)
Michel Pepin
President and CEO, Director^{(1)} 2024 $148,333 $NIL $NIL $NIL $12,000^{(13)} $160,333
2023 $120,000 $60,403 $NIL $NIL $5,000^{(13)} $185,403
Frank Linhart, CFO^{(2)} 2024 $175,000 $NIL $NIL $NIL $NIL $175,000
2023 $152,885 $66,405 $NIL $NIL $NIL $219,290
David Mathews^{(3)}
President of PMG, Director 2024 $300,000 $NIL $NIL $NIL $9,600^{(13)} $309,600
2023 $275,000 $284,592 $NIL $NIL $9,600^{(13)} $569,192
Paul Gaynor
Director and Chair of the Board 2024 $10,000 $NIL $2,500^{(17)} $NIL $NIL $12,500
2023 $10,000^{(14)} $NIL $NIL $NIL $NIL $10,000
Peter Clausi^{(4)}
Former Director 2024 $70,500^{(16)} $NIL $NIL $NIL $NIL $70,500
2023 $30,000 $NIL $NIL $NIL $NIL $30,000
Eric Klein^{(5)}
Director 2024 $10,000 $NIL $2,083 $NIL $NIL $12,083
2023 $10,000^{(14)} $NIL $NIL $NIL $NIL $10,000
Shaun Power
Former Director^{(6)} 2024 $1,667 $NIL $417 $NIL $NIL $2,084
2023 $10,000^{(14)} $NIL $2,500^{(15)} $NIL $NIL $12,500
Julia Robinson
Former Director^{(7)} 2024 $3,591 $NIL $NIL $NIL $NIL $3,591
2023 $10,000^{(14)} $NIL $NIL $NIL $NIL $10,000
Josh Howard
Former Director^{(8)} 2024 $2,500 $NIL $NIL $NIL $NIL $2,500
2023 $10,000^{(14)} $NIL $NIL $NIL $NIL $10,000

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| Tracy Hughes
Director^{(9)} | 2024
2023 | $6,159
$NIL | $NIL
$NIL | $NIL
$NIL | $NIL
$NIL | $NIL
$NIL | $6,159
$NIL |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Stephen Lautens
Director^{(10)} | 2024
2023 | $6,264
$NIL | $NIL
$NIL | $NIL
$NIL | $NIL
$NIL | $NIL
$NIL | $6,264
$NIL |
| Angel V. Valov
Director^{(11)} | 2024
2023 | $6,264
$NIL | $NIL
$NIL | $NIL
$NIL | $NIL
$NIL | $NIL
$NIL | $6,264
$NIL |
| Drew Reid
Former CEO and Executive Chairman^{(12)} | 2024
2023 | $NIL
$115,313 | $NIL
$NIL | $NIL
$NIL | $NIL
$NIL | $NIL
$4,720^{(13)} | $NIL
$120,033 |

Notes:
(1) Mr. Pepin was previously CFO of the Company and became CFO and interim President of the Company following Mr. Reid’s departure on November 20, 2023. Effective October 18, 2024, Mr. Pepin was appointed President & CEO of the Company. Mr. Pepin earned the listed compensation in his capacity as an officer of the Company.
(2) Mr. Linhart became CFO of the Company on October 18, 2024. All compensation prior to such date was earned solely in Mr. Linhart’s capacity as Vice President, Finance and Administration of PMG.
(3) Mr. Mathews became a Director of the Company effective April 24, 2023. Mr. Mathews earned the listed compensation in his capacity as President of PMG, a wholly owned subsidiary of the Company.
(4) Mr. Clausi ceased being a Director of the Company effective April 13, 2023.
(5) Mr. Klein became the Chair of the Audit Committee on March 1, 2024.
(6) Mr. Power resigned as a Director of the Company effective March 1, 2024, and ceased earning Director fees on that date.
(7) Ms. Robinson resigned as a Director of the Company effective May 15, 2024, and ceased earning Director fees on that date.
(8) Mr. Howard resigned as a Director of the Company effective April 12, 2024, and ceased earning Director fees on that date.
(9) Ms. Hughes was appointed to the Board on March 1, 2024 and as such did not receive any compensation from the Company in the fiscal year ended December 31, 2023. As a non-officer Director of the Company, Ms. Hughes began earning a quarterly fee of $2,500 from the Company on the date of her appointment. Ms. Hughes resigned as a Director of the Company effective October 12, 2024, and ceased earning Director fees on that date.
(10) Mr. Lautens was appointed to the Board on May 15, 2024 and as such did not receive any compensation from the Company in the fiscal year ended December 31, 2023. As a non-officer Director of the Company, Mr. Lautens began earning a quarterly fee of $2,500 from the Company on the date of his appointment.
(11) Mr. Valov was appointed to the Board on May 15, 2024 and as such did not receive any compensation from the Company in the fiscal year ended December 31, 2023. As a non-officer Director of the Company, Mr. Valov began earning a quarterly fee of $2,500 from the Company on the date of his appointment.
(12) Mr. Reid ceased being CEO and Executive Chairman of the Company effective November 20, 2023. Mr. Reid earned the listed compensation in his capacity as CEO.
(13) This compensation was for a vehicle allocation.
(14) This compensation includes amounts paid retroactively for services previously rendered: on August 16, 2023, the Board instituted quarterly fees of $2,500 for its non-officer Directors, to be retroactive from July 1, 2022.
(15) This compensation includes amounts paid retroactively for services previously rendered: on August 16, 2023, the Board instituted quarterly fees of $625 for chairs of committees, to be retroactive from July 1, 2022. Mr. Power was the Chair of the Audit Committee until March 1, 2024. Mr. Klein has been the Chair of the Audit Committee since March 1, 2024.
(16) This compensation comprises consulting fees paid to MapleGrow Capital Inc., a corporation controlled by Mr. Clausi. Pursuant to a new general business advisory agreement between the Company and MapleGrow Capital Inc., entered into August 29, 2024 and terminated effective May 31, 2025, this compensation included 88,977 Common Shares in the Company, valued in aggregate at $7,500 on their issuance date, as calculated using the volume-weighted average closing price of the Company’s Common Shares, as quoted on the Canadian Securities Exchange, across the last ten trading days of the month in which the related services were performed.
(17) This compensation comprises quarterly fees of $625 earned by Mr. Gaynor in his capacity as Chair of the Board.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and NEO by the Company or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.


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Compensation Securities
Name and principal position Type of Compensation Security Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class 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
Michel Pepin
President and CEO, Director^{(1)} Stock Options 500,000
0.84% 18 October 2024 $0.10 $0.08 $0.06 17 October 2029
Frank Linhart,
CFO^{(2)} Stock Options 175,000
0.30% 18 October 2024 $0.10 $0.08 $0.06 17 October 2029
David Mathews
President of PMG, Director^{(3)} Stock Options 150,000
0.25% 5 February 2024 $0.17 $0.17 $0.06 4 February 2029
Paul Gaynor
Director and Chair of the Board^{(4)} N/A N/A N/A N/A N/A N/A N/A
Eric Klein
Director^{(5)} N/A N/A N/A N/A N/A N/A N/A
Shaun Power
Former Director^{(6)} N/A N/A N/A N/A N/A N/A N/A
Julia Robinson
Former Director^{(7)} N/A N/A N/A N/A N/A N/A N/A
Josh Howard
Former Director^{(8)} N/A N/A N/A N/A N/A N/A N/A
Tracy Hughes
Director^{(9)} Stock Options 250,000
0.42% 2 April 2024 $0.10 $0.075 $0.06 1 April 2029
Stephen Lautens
Director^{(10)} Stock Options 250,000
0.42% 25 June 2024 $0.10 $0.10 $0.06 24 June 2029
Angel V. Valov
Director^{(11)} Stock Options 250,000
0.42% 25 June 2024 $0.10 $0.10 $0.06 24 June 2029

Notes:
(1) As of December 31, 2024, Mr. Pepin held in total 1,000,000 Stock Options exercisable for 1,000,000 Common Shares in the Company, 250,000 Performance Warrants exercisable for 250,000 Common Shares in the Company. Mr. Pepin also owns 437,500 Warrants exercisable for 437,500 Common Shares in the Company that were acquired via a private placement.
(2) As of December 31, 2024, Mr. Linhart held in total 215,000 Stock Options exercisable for 215,000 Common Shares in the Company.
(3) As of December 31, 2024, Mr. Mathews held 150,000 Stock Options exercisable for 150,000 Common Shares in the Company. Mr. Mathews also owns 468,750 Warrants exercisable for 468,750 Common Shares in the Company that were acquired via a private placement.
(4) As of December 31, 2024, Mr. Gaynor held in total 250,000 Stock Options exercisable for 250,000 Common Shares in the Company. Mr. Gaynor also holds 3,375,000 Warrants exercisable for 3,375,000 Common Shares in the Company that were acquired via a private placement by Whittaker Inc., a corporation controlled by Mr. Gaynor.


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(5) As of December 31, 2024, Mr. Klein held in total 375,000 Stock Options exercisable for 375,000 Common Shares in the Company.
(6) As of December 31, 2024, Mr. Power did not hold any compensation securities.
(7) As of December 31, 2024, Ms. Robinson did not hold any compensation securities. Ms. Robinson held in total 370,000 Stock Options exercisable for 370,000 Common Shares in the Company, which all expired in 2024.
(8) As of December 31, 2024, Mr. Howard did not hold any compensation securities. Mr. Howard held in total 175,000 Stock Options exercisable for 175,000 Common Shares in the Company, which all expired in 2024.
(9) As of December 31, 2024, Ms. Hughes held in total 250,000 Stock Options exercisable for 250,000 Common Shares in the Company, which all expired in January 2024.
(10) As of December 31, 2024, Mr. Lautens held in total 250,000 Stock Options exercisable for 250,000 Common Shares in the Company.
(11) As of December 31, 2024, Mr. Valov held in total 250,000 Stock Options exercisable for 250,000 Common Shares in the Company. Mr. Valov also owns 100,000 Warrants exercisable for 100,000 Common Shares in the Company that were acquired via a private placement.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by a Director or NEO of the Company during the year ended December 31, 2024.

External Management Companies

All of the individuals acting as NEOs of the Company are employees of the Company. The Company has not entered into any understanding, arrangement or agreement with any external management company.

Stock Option Plans and Other Incentive Plans

The Company has in place an incentive Stock Option Plan (the "SOP"), which was last approved by shareholders of the Company (the "Shareholders") on February 8, 2024. Pursuant to the policies of the Canadian Securities Exchange, the SOP must be re-approved by the Shareholders on or before February 8, 2027.

The SOP allows for the issuance of stock options on a "rolling" basis whereby up to a maximum of 10% of the issued and outstanding shares of the Company may be reserved for granting under the SOP from time to time, subject to, among other provisions, the following:

(a) eligible persons ("Participants") are limited to bona fide employees, officers, directors, or consultants of the Company or a subsidiary thereof under the SOP;
(b) in addition to a global maximum of a number equal to 10% of the Company's issued and outstanding Common Shares being authorized for issuance as of the date of a grant, the SOP provides that the aggregate number of Common Shares which may be issued under the SOP to any on Participant shall not exceed 50% of the aggregate number of Common Shares available under the SOP;
(c) the rights of any Participant under the SOP are personal to the said Participant and are not assignable and not transferrable otherwise than (a) by will or by laws governing the devolution of property in the event of death of the Participant or (b) with the approval of the Board of Directors, to a "Permitted Assign", as such term is defined in the SOP;
(d) the exercise price of the stock options granted under the SOP shall be determined by the Board of Directors, but may not in any case be lower than the "Market Price", as such term is defined in the SOP;
(e) under the SOP all stock options granted shall bear such vesting terms as are determined by the Board of Directors at the time of grant;
(f) upon the making of an "Offer", as such term is defined in the SOP, stock options under the SOP shall become immediately exercisable in respect of any and all shares covered thereby in respect of which the Participant has not exercised such Participant's right to acquire under the stock option; and
(g) in the event the Participant's employment by or engagement with (as a director or otherwise) the Company is terminated by the Company or the Participant for any reason other than the Participant's physical or mental disability, retirement with the consent of the Company or death before exercise of any stock options granted


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hereunder, the Participant shall have ninety days from the date of such termination to exercise only that portion of the option such Participant is otherwise entitled to exercise at that time and thereafter such Participant's option shall expire.

The foregoing summary of the SOP is modified in full by the complete version of the SOP attached hereto as Schedule "A".

In addition to the SOP, the Company agreed to another security-based compensation arrangement under the employment agreement (the "Former Pepin Agreement"), dated November 10, 2020, between Michel Pepin, the Company's President and CEO, and the Company, pursuant to which Mr. Pepin is eligible to receive up to 1,750,000 performance warrants (each, a "Performance Warrant"). Each Performance Warrant would be exercisable into one Common Share of the Company, and shall become issuable to Mr. Pepin in accordance with the following milestones:

  1. Two hundred and fifty thousand (250,000) Performance Warrants upon the Company achieving $25,000,000 in annual consolidated sales;
  2. Two hundred and fifty thousand (250,000) Performance Warrants upon the Company achieving $50,000,000 in annual consolidated sales;
  3. Two hundred and fifty thousand (250,000) Performance Warrants upon the Company achieving $75,000,000 in annual consolidated sales;
  4. Five hundred thousand (500,000) Performance Warrants upon the Company achieving $100,000,000 in annual consolidated sales;
  5. Two hundred and fifty thousand (250,000) Performance Warrants upon the Company closing its first public offering of at least $5,000,000 in equity; and,
  6. Two hundred and fifty thousand (250,000) Performance Warrants upon the Company closing of a second public offering of at least $10,000,000 in equity.

As of the date hereof, the Company has issued 250,000 Performance Warrants to Mr. Pepin with an exercise price of $0.25 per Performance Warrant, and with an expiry date of May 31, 2025. The Former Pepin Agreement was replaced by a new employment agreement between the Company and Mr. Pepin dated October 10, 2024 (the "Pepin Agreement"), pursuant to which the Performance Warrant compensation arrangement has expired in toto effective May 31, 2025. As of such date, all unissued Performance Warrants are no longer issuable and all issued but unexercised Performance Warrants are no longer be exercisable.

Please see "Employment, Consulting and Management Agreements" below for more information concerning the Pepin Agreement. As the Former Pepin Agreement was entered into by the Company prior to its becoming a reporting issuer and prior to its listing on the CSE, the Former Pepin Agreement was not required to be, and was not, approved by the Shareholders of the Company.

Employment, Consulting and Management Agreements

Mr. Pepin and Mr. Linhart were the only NEOs to receive compensation from the Company pursuant to an employment agreement in the year ended December 31, 2024.

Pepin Agreement

Until October 10, 2024, Mr. Pepin was compensated pursuant to the Former Pepin Agreement. Effective October 15, 2024, the Former Pepin Agreement was replaced by the Pepin Agreement.

The Former Pepin Agreement provided that Mr. Pepin serve the Company as President and CFO and carried an indefinite term. Pursuant to the Former Pepin Agreement, Mr. Pepin was entitled to a base salary of $60,000 per year, which was increased by the Board of Directors to $120,000 per year on October 1, 2022. No cash compensation was paid pursuant to the Former Pepin Agreement before March 1, 2022. Mr. Pepin was also eligible for a bonus of up to 100% of his base salary, as determined by the Board with reference to annual targets. Should Mr. Pepin's employment with the Company be terminated without cause, Mr. Pepin would have been entitled to 24 months' base salary, or in any case a minimum of the aggregate of $500,000, unpaid bonuses for the prior year, bonuses for the current year at target, bonuses for an additional year at target, 250,000 Common Shares of the Company, and 24 months' benefits


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except for disability insurance and life insurance coverages. The Former Pepin Agreement also provided for the granting of the Performance Warrants (see “Stock Option Plans and Other Incentive Plans” above).

The Pepin Agreement, effective October 10, 2024, provides that Mr. Pepin serve the Company as President and CEO, and carries an indefinite term. Pursuant to the Pepin Agreement, Mr. Pepin is entitled to a base salary of $175,000 per year, effective September 1, 2024, and is also eligible for a bonus with a target of 100% of base salary, as determined by the Board with reference to annual targets, as well as for any other bonuses as may be determined at the discretion of the Board. Mr. Pepin was also awarded 500,000 Stock Options of the Company pursuant to the Pepin Agreement (see “Stock Options and Other Compensation Securities” above). Should the Pepin Agreement be terminated for any reason, Mr. Pepin will be entitled to payment of all accrued compensation, benefits, perquisites, vacation pay, as well as reimbursement of expenses properly incurred and submitted, up to his last day worked, and of any unpaid bonuses earned in the prior fiscal year but not yet paid at the time of termination, within 30 days of his last day worked. Mr. Pepin may resign and terminate the Pepin Agreement at any time upon 60 days’ notice to the Company. Should Mr. Pepin’s employment with the Company be terminated without cause, Mr. Pepin will be entitled to pay in lieu of notice equal to twelve months plus one month per year of service, prorated for a partial year, up to a maximum of twenty-four months (hereafter referred to in this section as the “Notice Period”). Such pay in lieu of notice will include base salary at the time that notice of termination is given, payable for the duration of the Notice Period, and a bonus payment payable at 100% of target as of the time that notice of termination is given, pro-rated based on the completed weeks of service in the current fiscal year (hereafter referred to in this section as the “Salary Continuance Payments”). All employment-related benefits and perquisites will also continue for the duration of the statutory notice period under the Employment Standards Act, 2000. Should Mr. Pepin begin other employment during the Notice Period, he will receive 50% of the Salary Continuance Payments from such time until the end of the Notice Period. The Pepin Agreement does not contain any change of control provisions.

Linhart Agreement

The Company and Mr. Linhart have entered into an employment agreement, dated October 16, 2024 (the “Linhart Agreement”). The Linhart Agreement, effective October 18, 2024, provides that Mr. Linhart serve both the Company as Chief Financial Officer and PMG as Vice President, Finance and Administration, and carries an indefinite term. Pursuant to the Linhart Agreement, Mr. Linhart is entitled to a base salary of $175,000 per year, and is also eligible for a bonus with a target of 45% of base salary starting January 1, 2025, as determined by the Board with reference to annual targets, as well as for any other bonuses as may be determined at the discretion of the Board. Mr. Linhart was also awarded 175,000 Stock Options of the Company pursuant to the Linhart Agreement (see “Stock Options and Other Compensation Securities” above). Should the Linhart Agreement be terminated for any reason, Mr. Linhart will be entitled to payment of all accrued compensation, benefits, perquisites, vacation pay, as well as reimbursement of expenses properly incurred and submitted, up to his last day worked, and of any unpaid bonuses earned in the prior fiscal year but not yet paid at the time of termination, within 30 days of his last day worked. Mr. Linhart may resign and terminate the Linhart Agreement at any time upon 60 days’ notice to the Company. Should Mr. Linhart’s employment with the Company be terminated without cause, Mr. Linhart will be entitled to pay in lieu of notice equal to sixth months plus one month per year of service up to a maximum of twenty-four months (hereafter referred to in this section as the “Notice Period”). Such pay in lieu of notice will include base salary at the time that notice of termination is given, payable for the duration of the Notice Period, and a bonus payment payable at 100% of target as of the time that notice of termination is given, pro-rated based on the completed weeks of service in the current fiscal year (hereafter referred to in this section as the “Salary Continuance Payments”). All employment-related benefits and perquisites will also continue for the duration of the statutory notice period under the Employment Standards Act, 2000. Should Mr. Linhart begin other employment during the Notice Period, he will receive 50% of the Salary Continuance Payments from such time until the end of the Notice Period. The Linhart Agreement does not contain any change of control provisions.

Oversight and Description of Director and NEO Compensation

The Company does not currently have a Compensation Committee. The compensation of Directors and NEOs is reviewed on an annual basis at or around the Company’s fiscal year-end and determined by the Board of Directors, of which Messrs. Gaynor, Klein, Lautens and Valov are considered independent Directors of the Company. Messrs. Pepin and Mathews are not considered independent Directors of the Company as each of them is an employee or executive officer of the Company or one of its subsidiaries. To determine compensation payable, the Directors consider an appropriate compensation reflecting the need to provide incentive and compensation for the time and


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effort expended by the Directors and NEOs while taking into account the financial and other resources of the Company.

The Board of Directors has thus far determined that NEOs compensation should be made up of the following elements:

(1) Annual Base Salary: to attract and retain talented and experienced executives and to offer the same a security and independence that variable compensation alone could not;

(2) Eligibility to receive Bonuses: to sufficiently reward individual and corporate success, thereby incentivizing exceptional performance; and

(3) Awards pursuant to the SOP: to compensate NEOs for their work, to incentivize exception performance, and to align the interests of NEOs with those of the Shareholders by providing the former with a stake in the Company and its share price.

Non-officer Directors of the Company received a quarterly fee of $2,500 in their capacities as Directors. Directors that Chair committees receive an additional $625 per quarter. Directors of the Company receive no fee for attending meetings of the board of directors or any committee of the board of directors. Directors may also be compensated for services provided to the Company as consultants or experts on the same basis and at the same rate as would be payable if such services were provided by a third party, arm’s length service provider.

No peer group is used by the Board of Directors in determining compensation. Other than as described in this Circular, neither total compensation awarded to any NEO or Director, nor any element thereof, is determined by any objective performance criteria, goals, or milestone achievements.

See “Executive Compensation - Employment, Consulting and Management Agreements” above for a review of current compensation practices for the executive officers of the Company, including Performance Warrant grants governed by milestone achievements.

Pension Plan Benefits

The Company does not have a defined benefit plan, deferred contribution plan or a deferred compensation plan.

ADDITIONAL INFORMATION

Shareholders may obtain additional information in connection with the Company under the Company’s profile on SEDAR+ at www.sedarplus.ca, including the Company’s financial statements and management’s discussion and analysis. Alternatively, Shareholders may contact the Company by: (i) mail at 20 Bay Street, Suite 1110, Toronto, ON M5J 2N8; (ii) e-mail at [email protected]; or (iii) telephone at 416-366-9727.

Additional financial information concerning the Company is provided in the Company’s comparative annual financial statements and management’s discussion and analysis for its most recently completed financial year.

APPROVAL

The contents of this Statement of Executive Compensation and the filing and dissemination hereof on SEDAR+ has been approved by the Board.

Dated the 5th day of June, 2025.

/s/ “Michel Pepin”

Michel Pepin
President and Chief Financial Officer


SCHEDULE “A”

STOCK OPTION PLAN