Copperhead Resources Inc. — Remuneration Information 2025

Jul 1, 2025

FORM 51-102F6V – STATEMENT OF EXECUTIVE COMPENSATION

(FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2024)

The following information is provided in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation - Venture Issuers. In this Statement of Executive Compensation, references to the “Company” or “Patagonia” refer to Copperhead Resources Inc. (the “Corporation”). All monetary amounts herein are expressed in Canadian dollars (“$”) unless otherwise stated.

DIRECTORS’ AND OFFICERS’ COMPENSATION

The Corporation’s Statement of Executive Compensation is set forth below, which contains information about the compensation paid to, or earned by, the Corporation’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) and each of the other three most highly compensated executive officers of the Corporation earning more than CDN$150,000 in total compensation (the “Named Executive Officers” or “NEOs”), along with the members of the Board, during the Corporation’s two most recently completed financial years. Based on the foregoing, Damian Lopez, President and CEO, and Mike Dai, Former CFO, were the Corporation’s only Named Executive Officers as at December 31, 2024.

Compensation Policy

The Corporation’s executive compensation is intended to be consistent with the Corporation’s business plans, strategies and goals, including the preservation of working capital. The Corporation’s executive compensation program is intended to provide appropriate compensation that permits the Corporation to attract and retain qualified and experienced senior executives and to encourage superior performance by the Corporation. The Corporation’s compensation policies are intended to motivate individuals to achieve and to award compensation based on corporate and individual results.

The Board will determine the compensation of the Corporation’s directors and NEOs. In determining compensation, the Board considers industry standards and the Corporation’s financial situation but does not currently have any formal objectives or criteria. The performance of each executive officer is informally monitored by the Board having in mind the business strengths of the individual and the purpose of originally appointing the individual as an officer.

The Corporation does not have a compensation committee. The Board has not adopted any specific policies or practices to determine the compensation for the Corporation’s directors and executive officers other than as disclosed above.

Due to the Corporation’s early stage of development and limited financial resources, its directors and NEOs do not receive any cash compensation for their services, except as described below under “Director and Named Executive Officer Compensation Table”, “External Management Companies” and “Employment, Consulting and Management Agreements”.

Pension Plan Benefits

No pension plan or retirement benefit plans have been instituted by the Corporation and none are proposed at this time.

Financial Instruments

Although the Corporation does not have formal policies in this regard, the Corporation expects NEOs and directors of the Corporation to obtain Board approval prior to personally purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities of the Corporation granted as

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compensation or held, directly or indirectly, by a NEO or director. As at the date hereof, to the knowledge of management of the Corporation, there are no such financial instruments requested or outstanding.

Compensation Risk

The Corporation has not adopted a formal policy on compensation risk management nor has it engaged an independent compensation consultant. The Corporation recognizes that there may be risks in its current processes but, given the size of the Corporation and number of NEOs involved on a part-time basis, the Corporation does not believe the risks to be significant.

Director and Named Executive Officer Compensation Table

The table below sets forth all annual and long-term compensation for services paid to or earned by each NEO and director who was in such position during the Corporation's two most recently completed financial years ended December 31, 2024 and 2023. Salaries for each director and NEO are paid in Canadian dollars.

Table of Compensation Excluding Compensation Securities

Name and position	Year/Period ended Dec. 31	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Damian Lopez
President, CEO and Director	2024
2023	nil
nil	nil
nil	nil
nil	nil
nil	nil
nil	nil
nil
Mike Dai(1)
Former CFO	2024
2023	30,000
30,000	nil
nil	nil
nil	nil
nil	nil
nil	30,000
30,000
Matthew Larsen
VP Corporate Development and Director	2024
2023	nil
nil	nil
nil	nil
nil	nil
nil	nil
nil	nil
nil
Barry Greene
Director	2024
2023	nil
nil	nil
nil	nil
nil	nil
nil	nil
nil	nil
nil
Sasha Kaplun
Director	2024
2023	nil
nil	nil
nil	nil
nil	nil
nil	nil
nil	nil
nil

Notes:
(1) Mr. Dai was appointed to the CFO on May 1, 2022 and resigned on May 2, 2025. The salary for Mr. Dai is paid by ALOE Finance Inc. ("Aloe") and is attributable to the services Mr. Dai provides to the Corporation pursuant to a Management Services Agreement between Aloe and the Corporation. See "Employment, Consulting and Management Agreements". Mr. Keith Li was appointed as CFO on May 2, 2025.

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Stock Options and Other Compensation Securities

No compensation securities were granted or issued to NEO or director by the Corporation in the financial year ended December 31, 2024.

Exercise of Compensation Securities by Directors and NEOs

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

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes the securities issued and authorized under the Corporation’s equity compensation plans as at December 31, 2024:

Plan Category	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders	975,000	$0.10	207,370
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Totals	975,000	$0.10	207,370

Stock Option Plans and Other Incentive Plans

A. 10% “rolling” Stock Option Plan (Option-Based Awards)

The Corporation has a 10% “rolling” stock option plan dated for reference March 23, 2023, which was approved for adoption by shareholders at the Corporation’s annual general meeting held on August 20, 2024 (the “Stock Option Plan” or the “Plan”). A copy of the Plan and can be accessed under Corporation’s SEDAR+ profile at www.sedarplus.ca.

The Stock Option Plan and the granting of incentive stock options (“Options” or “options”) thereunder is designed to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified executives, employees and consultants to contribute toward the long-term goals of the Corporation, and to encourage such individuals to acquire Common Shares as long-term investments.

Options can be granted, from time to time at the sole discretion of the Board, to persons eligible to receive Options under the Stock Option Plan. Option exercise prices are set in accordance with CSE policies.

In determining the number of Options to be granted to the executive officers, the Board considers a number of factors including the amount and term of Options previously granted, base salary and annual performance

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incentives awarded to the executives and commensurate with those offered by other companies in the mineral exploration industry; and the exercise price of any outstanding options to ensure that such grants are in accordance with CSE policies. Options vest on terms established by the Board at the time of grant. The Stock Option Plan is a rolling plan. Under the Plan, options totalling a maximum of 10% of the Common Shares outstanding from time to time are available for grant.

As of the date hereof, there are 13,353,700 Common Shares issued and outstanding. Accordingly, under the Stock Option Plan the Corporation has the authority to grant options to purchase up to 1,335,370 Common Shares. At the date hereof, options to purchase an aggregate of 975,000 Common Shares are granted and outstanding under the Stock Option Plan, representing 7.3% of the outstanding Common Shares.

Plan Restrictions

The Plan is subject to the following restrictions, with capitalized terms as defined in the Plan:

a) Options may not be granted to Related Persons if, after the grant or within the preceding 12 months:

i. the number of securities, calculated on a fully diluted basis, reserved for issuance or issued to all Related Persons exceeds 10% of the Outstanding Issue; or
ii. the number of securities, calculated on a fully diluted basis, reserved for issuance or issued to any single Related Person (together with their Associates, where applicable) exceeds 5% of the Outstanding Issue

unless the Corporation obtains security holder approval; and

b) the maximum number of Options granted to Employees or Consultants engaged in Investor Relations activities within any 12 month period must not exceed 2% of the Outstanding Issue.

Material Terms of the Plan

a) All options granted under the Plan expire on a date not later than 5 years or such other date so fixed by the Board or its appointed committee at the time the Option is granted as set out in the Option Certificate after the issuance of such options. However, should the expiry date for an option fall within a trading Black-Out (as defined in the Plan, generally meaning circumstances where sensitive negotiations or other like information is not yet public), options may not be exercised during a Black-Out unless the Board or its appointed committee determines otherwise.

b) Options may generally be exercised within thirty (30) days of termination of employment or cessation of position with the Corporation.

c) The Board reserves the right, subject to regulatory requirements, in its absolute discretion to amend, suspend, terminate or discontinue the Plan with respect to all Common Shares in respect of options which have not yet been granted under the Plan. Where any amendment relates to an existing Option, if the amendment would:

• materially decrease the rights or benefits accruing to an Option Holder; or
• materially increase the obligations of an Option Holder;

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then, unless otherwise excepted out by the Plan, the Board or committee must also obtain the written consent of the Option Holder in question to such amendment. If at the time the exercise price of an Option is reduced and the Option Holder is an Insider of the Corporation, the Insider must not exercise the option at the reduced exercise price until the reduction in exercise price has been approved by the disinterested shareholders of the Corporation, if such disinterested shareholder approval is required by the CSE.

Employment, Consulting and Management Agreements

On May 1, 2022, Mike Dai was appointed the CFO of the Corporation, as the designated consultant to provide services of a Chief Financial Officer through an agreement with Aloe (the “Aloe Agreement”). Pursuant to the Aloe Agreement, Aloe has agreed to provide CFO and public company support, transaction services and specialized services for a monthly fee of $2,500 plus applicable taxes. Mr. Dai is employed by Aloe and is compensated by Aloe. The Aloe Agreement provides for a confidentiality clause and a non-competition clause. Mike Dai resigned from his position as Chief Financial Officer on May 2, 2025, and, as a result, the Aloe Agreement has been terminated.

On May 2, 2025, Keith Li was appointed the CFO of the Corporation, as the designated consultant to provide services of a Chief Financial Officer through an agreement (the “Blueknight Agreement”) with Blueknight Advisory Services Inc. (“Blueknight”). Pursuant to the Blueknight Agreement, Blueknight has agreed to provide CFO and public company support, transaction services and specialized services for a monthly fee of $1,000 plus applicable taxes. Mr. Li is the founder and principal owner of Blueknight. The Corporation may terminate the Blueknight Agreement by providing Blueknight with 60 days prior written notice.

Other than as above, the Corporation has no written agreement or arrangement to provide compensation to any current or former NEO or director of the Corporation in connection with such person’s retirement, severance, termination, or constructive dismissal, or change of control of the Corporation.