Clarity Metals — Remuneration Information 2025

Jun 20, 2025

CLARITY METALS CORP.
(the "Company")

STATEMENT OF EXECUTIVE COMPENSATION
Form 51-102F6V
Statement of Executive Compensation – Venture Issuers

General

"Company" means Clarity Metals Corp.;

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units 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;

"named executive officer" or "NEO" means each of 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 NEO 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;

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

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or

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any subsidiary thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof for each of the two most recently completed financial years, other than stock options and other compensation securities: $\spadesuit$

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites(1) ($)	Value of All Other Compensation ($)	Total Compensation ($)
James Rogers(2)	2024	120,000(3)	Nil	Nil	Nil	Nil	120,000
CEO and Director	2023	120,000(4)	Nil	Nil	Nil	35,000(5)	155,000
Stephen Sulis(6)
CFO and Corporate Secretary	2024	60,000(7)	Nil	Nil	Nil	Nil	60,000
	2023	60,000(7)	Nil	Nil	Nil	Nil	60,000
Rose Zanic(8)	2024	27,000(9)	Nil	Nil	Nil	Nil	27,000
Director	2023	19,500(9)	Nil	Nil	Nil	Nil	19,500
Ron Schmitz(10)	2024	24,000	Nil	Nil	Nil	Nil	24,000
Director	2023	13,500	Nil	Nil	Nil	Nil	13,500
Andrew Male(11)	2024	N/A	N/A	N/A	N/A	N/A	N/A
Former Director	2023	12,000	Nil	Nil	Nil	Nil	12,000

(1) "Perquisites" include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director's total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director's salary for the financial year if the NEO or director's total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director's total salary for the financial year is $500,000 or greater.
(2) James Rogers has been the CEO and a director of the Company since November 1, 2019.
(3) These fees were paid to Kluane Capital FZO, a company wholly owned by James Rogers.
(4) These fees were paid to Longford Capital Corp., a company wholly owned by James Rogers until June 30, 2023 and to Kluane Capital FZO, a company wholly owned by James Rogers from July 1, 2023.
(5) This amount includes $3,000 paid to a company controlled by the CEO for exploration services and $32,000 to a company controlled by the CEO for office rent costs.
(6) Stephen Sulis has been the CFO and Corporate Secretary of the Company since October 1, 2021.
(7) These fees are paid to Red Fern Consulting Ltd., a company of which Stephen Sulis is an employee.
(8) Rose Zanic has been a director of the Company since October 29, 2021.
(9) These directors fees are paid to RCF Advisors Ltd., a private company wholly owned by Rose Zanic.
(10) Ron Schmitz has been a director of the Company since June 7, 2023.
(11) Andrew Male was a director of the Company from September 11, 2019 to June 7, 2023.

Stock Options and Other Compensation Securities

The Company did not grant or issue any compensation securities to any director or NEO in the financial year ended December 31, 2024.

As at December 31, 2024, the following NEOs owned compensation securities:

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(a) Rose Zanic, owned an aggregate of 300,000 compensation securities, comprised solely of stock options held directly, each of which is exercisable into one common share (each, a “Share”) of the Company at a price of $0.09 per Share until December 4, 2026.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by directors and NEOs in the year ended December 31, 2024.

Stock Option Plans and Other Incentive Plans

Stock Option Plan

The Board adopted a stock option plan (the “Plan”) on February 24, 2020. The purpose of the Plan is to: (i) attract and retain directors, officers, employees and consultants 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 through stock options (each, an “Option”) granted under the Plan and (ii) recognize contributions made by eligible persons and to create an incentive for their continuing assistance to the Company and its affiliates. The Plan is administered by the board of directors of the Company (the “Board”), which has full and final authority with respect to the granting of all Options thereunder.

Under the Plan, the aggregate number of optioned shares that may be issued may not exceed 10% of the number of issued and outstanding Shares at the time of granting of Options.

The Board has the discretion to grant Options pursuant to the terms of the Plan. Options may be granted to eligible persons, being: directors, executive officers, employees or consultants.

Pursuant to the Plan, the exercise price at the time each Option is granted, is subject to the following conditions: (a) if the Shares are listed on a stock exchange, then the exercise price for the Options granted will not be less than the minimum prevailing price permitted by such stock exchange; (b) if the Shares are not listed, posted and trading on any stock exchange or quoted on any quotation system, then the exercise price for the Options granted will be determined by the Board at the time of granting; and (c) in all other cases, the exercise price shall be determined in accordance with the applicable securities laws and policies of any applicable stock exchange.

The Board shall establish the expiry date for each Option at the time such Option is granted, subject to the following conditions: (a) the Option will expire upon the occurrence of any termination event set out in the Plan; and (b) the expiry date cannot be longer than the maximum exercise period as determined by the applicable securities laws and policies of any applicable stock exchange.

All Options granted under the Plan are non-transferable and non-assignable.

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Options will expire immediately upon the optionee leaving his or her employment/office except that:

(a) in the case of death of an optionee, any vested Options held by the deceased at the date of death will become exercisable by the optionee's estate until the earlier of one year after the date of death and the date of expiration of the term otherwise applicable to such Option;

(b) Options granted to an optionee may be exercised in whole or in part by the optionee for a period of 30 days after the optionee ceases to be employed/provide services but only to the extent that such optionee was vested in the Option at the date the optionee ceased to be employed/provide services; and

(c) in the case of an optionee dismissed from employment/service for cause, such Options, whether vested or not, will immediately terminate without right to exercise same.

As at December 31 2024, there were 1,950,000 Options outstanding under the Plan. A copy of the Plan is attached as Schedule "B" to the Information Circular dated May 31, 2021 and filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

A copy of the Plan is also available free of charge at the office of the Company, 1680 - 355 Burrard Street, Vancouver, British Columbia V6C 2G8, and the registered offices of the Company, at Suite 2501 - 550 Burrard Street, Vancouver, British Columbia, V6C 2B5 during normal business hours.

Long-Term Incentive Plan

The purpose of the long-term incentive plan (the "LTIP") is to promote the long-term success of the Company and the creation of shareholder value by: (i) encouraging the attraction and retention of directors, key employees and consultants of the Company and its subsidiaries; (ii) encouraging such directors, key employees and consultants to focus on critical long-term objectives; and (iii) promoting greater alignment of the interests of such directors, key employees and consultants with the interests of the Company.

The following is a summary of the LTIP and is qualified in its entirety by the full text of the LTIP, a current copy of which is attached as Schedule "C" to the Information Circular dated May 31, 2021 and filed under the Company's profile on SEDAR+ at www.sedarplus.ca. A copy of the LTIP also is available for review at the offices of the Company at 1680 - 355 Burrard Street, Vancouver, British Columbia V6C 2G8, and the registered offices of the Company, at Suite 2501 - 550 Burrard Street, Vancouver, British Columbia, V6C 2B5 during normal business hours.

Description of the LTIP

The LTIP is available to directors, key employees and consultants of the Company, as determined by the Board. The maximum number of Shares available for issuance under

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the LTIP in respect of awards, shall not exceed 10% of the total number of issued Shares of the Company (calculated on a non-diluted basis) at the time an Award is granted.

So long as it is required by the rules and policies of the Canadian Securities Exchange or such other exchange upon which the Shares may be come listed for trading, the total number of Shares issuable to persons performing investor relations activities on behalf of the Company pursuant to the LTIP, together with Shares issuable to all persons performing investor relations activities under all of the Company's other security-based compensation arrangements, shall not exceed one (1%) percent of the issued and outstanding Shares in any twelve-month period. Except as otherwise provided in an applicable award agreement or as determined by the Board, neither awards nor any rights under any such awards shall be assignable or transferable other than pursuant to a will or by the laws of descent and distribution.

The LTIP provides for the issuance of restricted share units, performance share units and deferred share units.

Restricted Share Units. The LTIP provides that the Board may, from time to time, in its sole discretion, grant awards of restricted share units (each, an "RSU") to directors, key employees and consultants. Each RSU shall represent one Share on vesting. RSUs shall be subject to such restrictions as the Board may establish in the applicable award agreement. The typical restriction for RSUs is time based (i.e. vesting after a fixed period of time). All RSUs will vest and become payable by the issuance of Shares at the end of the applicable restriction period if all applicable restrictions have lapsed.

Restrictions on any RSUs shall lapse immediately and become fully vested to the participant upon a change of control. Upon the death of a participant, subject to the applicable award agreement, any RSUs that have not vested will be immediately and automatically forfeited and cancelled without action and without any cost or payment, provided that any RSUs granted to such participant that had vested prior to the participant's death will accrue to the participant's estate in accordance with the LTIP. If a participant's employment is terminated for cause, any RSUs granted to the participant will immediately terminate without payment and be cancelled as of the termination date. If a participant's employment is terminated without cause, is voluntarily terminated by the participant or termination is due to the participant's retirement or disability, any RSUs granted to the participant will, subject to the applicable award agreement, immediately terminate without payment and be cancelled as of the termination date, provided, however, that any RSUs granted to such participant that had vested prior to the participant's termination without cause, voluntary termination, retirement or disability will accrue to the participant in accordance with the LTIP. In the case of directors, if a participant ceases to be a director for any reason, subject to the applicable award agreement, all RSUs granted to such participant will immediately terminate without payment and be cancelled, provided, however, that any RSUs granted to such participant that had vested prior to the participant ceasing to be a director will accrue to the participant in accordance with the LTIP. Where a consultant's service to the Company terminates for any reason, subject to the applicable award agreement and any other contractual commitments between the participant and the Company, all RSUs granted to

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such participant will immediately terminate without payment and be cancelled, provided, however, that any RSUs granted to such participant that had vested prior to the termination of the participant's service to the Company will accrue to the participant in accordance with the LTIP.

Performance Share Units. The LTIP provides that the Board may, from time to time, in its sole discretion, grant awards of performance share units (each, a "PSU") to key employees and consultants. Each PSU shall, contingent upon the attainment of the performance criteria within the applicable performance cycle, represent one Share, unless otherwise specified in the applicable award agreement. The performance criteria will be established by the Board which, without limitation, may include criteria based on the participant's individual performance and/or financial performance of the Company and its subsidiaries. Typical performance criteria could include gross revenues, EBITDA, share price performance, the attainment of a specified amount of financing or satisfaction of a participant's key performance indicators. The applicable award agreement may provide the Board with the right to revise the performance criteria during a performance cycle or after it has ended, if unforeseen events occur, including, without limitation, changes in capitalization, equity restructuring, acquisitions or divestitures, if such events have a substantial effect on the financial results of the Company and make the application of the performance criteria unfair absent a revision.

All PSUs will vest and become payable to the extent that the performance criteria are satisfied in the sole determination of the Board. PSUs granted to a participant shall become fully vested and payable to such participant within 95 days after the last day of the performance cycle or upon a change of control. Upon the death of a participant, subject to the applicable award agreement, all PSUs granted to the participant which, prior to the participant's death, had not vested, will immediately be forfeited and cancelled without payment, provided, however, that the Board may determine, in its discretion, the number of the participant's PSUs that will vest based upon the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed. If a participant's employment is terminated for cause, any PSUs granted to the participant will immediately terminate without payment and be cancelled as of the termination date. If a participant's employment is terminated without cause, by voluntary termination, or if the participant's employment terminates due to retirement or disability, all PSUs granted to the participant which, prior to such termination without cause, voluntary termination, retirement or disability, had not vested, will immediately be forfeited and cancelled without payment, provided, however, that the Board may determine, in its discretion, the number of the participant's PSUs that will vest based upon the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed. Where a consultant's service to the Company terminates for any reason, subject to the applicable award agreement and any other contractual commitments between the participant and the Company, all PSUs granted to such participant will immediately be forfeited and cancelled without payment, provided, however, that the Board may determine, in its discretion, the number of the participant's PSUs that will vest based upon the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

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Deferred Share Units. The LTIP provides that the Board may, from time to time, in its sole discretion, grant awards of deferred share units (each, a "DSU") to directors in lieu of director fees (but not to key employees or consultants). Directors become participants effective as of the date each is first appointed or elected as a director and cease to be participants at the time they cease to be a director for any reason. The number of DSUs to be granted to a participant shall be calculated by dividing the amount of fees selected by the director by the market price on the grant date. The market price is defined in the LTIP as the five-day weighted average closing price of the Shares on the immediately preceding five trading days prior to the grant date.

Each participant shall be entitled to receive, subsequent to the effective date that the participant ceases to be a director for any reason or any earlier vesting period(s) set forth in the applicable award agreement, either (a) that number of Shares equal to the number of DSUs granted to such participant, or (b) a cash payment in an amount equal to the market price of the DSUs granted to such participant on the trading day following the day that the participant ceases to be a director, net of applicable withholdings, and subject to adjustments if the value of a DSU is determined during applicable black-out periods. Upon the death of a participant, such participant's estate shall be entitled to receive, within 120 days, a cash payment or Shares that would otherwise have been payable upon such participant ceasing to be a director

Employment, Consulting and Management Agreements

Other than disclosed below, the Company has not entered into written employment or consulting agreements with any of its executive officers.

On October 31, 2019, the Company entered into an independent contractor agreement (the "Longford Capital Consulting Agreement") with Longford Capital Corp. ("Longford Capital"), pursuant to which Longford Capital, through its principal James Rogers, agreed to provide certain management services to the Company, including without limitation to James Rogers acting as CEO of the Company (collectively, the "Services"). As consideration for the Services to be provided by Mr. Rogers, the Company agreed to pay Longford Capital a monthly consulting fee of $10,000 plus applicable taxes. The Longford Capital Consulting Agreement may be terminated: (i) by Longford Capital at any time by providing the Company with 30 days prior written notice of termination, which notice may be waived in whole or in part by the Company; and (ii) by the Company (A) any time by, at its option, providing Longford Capital with 30 days prior written notice of termination or by paying Longford Capital an amount equivalent to 30 days' cash compensation, or a combination thereof, or (B) immediately without any prior notice or pay in lieu of notice if Longford Capital breaches the agreement or if Longford Capital or Mr. Rogers fails to perform the Services to the satisfaction of the Company. The Longford Capital Consulting Agreement contains no change of control provisions. The Longford Capital Agreement terminated on June 30, 2023.

Pursuant to a verbal agreement with Kuane Capital FZO ("Kluane"), a company wholly owned by James Rogers, Kluane is paid a monthly consulting fee of $10,000 plus applicable taxes.

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Pursuant to a verbal agreement with Red Fern Consulting Ltd., a company which Stephen Sulis is an employee, the Company pays a monthly fee of $5,000 for the services of Stephen Sulis as the CFO and Corporate Secretary of the Company.

On October 29, 2021, the Company entered into a director services agreement (the “Zanic Agreement”) with Rose Zanic, pursuant to which the Company agreed to pay Ms. Zanic a monthly fee of $1,500 for her services as a director of the Company. The term of the Zanic Agreement continues until Ms. Zanic ceases to be a director of the Company. On November 1, 2023, the Company and Ms. Zanic verbally agreed to increase Ms. Zanic’s fee from $1,500 to $2,250 per month.

Pursuant to an oral agreement, the Company pays Ron Schmitz a monthly fee of $2,000 per month for his services as a director of the Company.

Oversight and Description of Director and NEO Compensation

The objectives of the Company’s compensation policies and procedures are to align the interests of the Company’s directors and NEOs with the interests of its shareholders. The Company intends to rely on Board discussion without a formal agenda for objectives, criteria and analysis, when determining compensation for the Company’s directors and NEOs. Compensation is not tied to performance criteria or goals such as milestones, agreements or transactions, and the Company does not use a “peer group” to determine compensation.

At present the Board does not have a compensation committee or a nominating committee. As such, all tasks related to developing and monitoring the Company’s approach with respect to the compensation of the directors and officers of the Company and to developing and monitoring the Company’s approach to the nomination of directors to the Board are performed by the members of the Board. Compensation for the Company’s directors and NEOs is reviewed, recommended and approved by the Board as a whole, including the independent directors. The Company may form a compensation committee which will oversee compensation matters and may also form a nomination committee to oversee the nomination of directors in the future.

Pension Plan Benefits

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.