DeepMarkit Corporation — Remuneration Information 2025

Dec 24, 2025

EXECUTIVE COMPENSATION

The executive compensation discussion below discloses compensation paid to the following individuals:

(a) each individual who, in respect of the Issuer, 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;

(b) each individual who, in respect of the Issuer, 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;

(c) in respect of the Issuer 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, as determined in accordance with Section 1.3(5) of Form 51-102F6V under National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102"), for that financial year; and

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Issuer, nor acting in a similar capacity, as at the end of the most recently completed financial year,

(each, a "Named Executive Officer" or "NEO").

For the financial year ended June 30, 2025, DeepMarkit Corp (the "Corporation") had three NEOs: (1) Mr. Garrett Scott, CEO of the Corporation from February 16, 2024 to August 8, 2025; (2) Steve Vanry, a Director of the Corporation and appointed Interim CEO of the Corporation on August 8, 2025; and (3) Mr. Curtis Smith, CFO of the Corporation. None of these individuals received compensation of more than $150,000. This discussion will also address the Corporation's executive compensation philosophy and objectives and provide a review of the process the board of directors of the Corporation (the "Board") intends to undertake in the future, in deciding how to compensate the Corporation's Named Executive Officers.

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Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth the compensation of the Named Executive Officers, for the financial years ended June 30, 2024 and 2025:

Table of Compensation Excluding Compensation Securities
Name and Principal Position	Year Ended	Salary, Consulting fee, retainer or commission ($)	Bonus ($)	Committee or Meeting Fees	Value of Perquisites(2) ($)	Value of all Other Compensation ($)	Total Compensation ($)
Garrett Scott(3)
Former CEO	2025	$12,000	Nil	Nil	Nil	Nil	$12,000(4)
	2024	$5,000	Nil	Nil	Nil	Nil	$5,000
Steve Vanry(5)(6)
Interim CEO, Corporate Secretary and Director	2025	$75,000	Nil	Nil	Nil	Nil	$75,000
	2024	$80,000	Nil	Nil	Nil	Nil	$80,000
Curtis Smith
CFO	2025	$32,573	Nil	Nil	Nil	Nil	$32,573
	2024	$36,393	Nil	Nil	Nil	Nil	$36,393

Notes:

1. The figures in the table above reflect compensation received as well as compensation accrued but not yet received.
2. "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.
3. Mr. Scott resigned from their position as CEO of the Corporation subsequent to the year ended June 30, 2025, on August 8, 2025.
4. The increase in incremental cost to the Company from $5,000 for the year ended June 30, 2024 to $12,000 for the year ended June 30, 2025 reflects Mr. Scott's service as Chief Executive Officer for the full financial year ended June 30, 2025, whereas his service during the prior financial year represented a partial period.
5. Mr. Vanry's compensation has been deferred from January 1, 2023 to date. The compensation disclosed for Mr. Vanry relates solely to his role as a consultant and advisor to the Company. Mr. Vanry did not receive any compensation in his capacity as a director.
6. In addition to their role as Director of the Corporation, Mr. Vanry was appointed Interim CEO and Corporate Secretary subsequent to the year ended June 30, 2025 on August 8, 2025 and December 02, 2025, respectively.

Stock Options and Other Compensation Securities

Stock options are granted to: (i) provide an incentive to the directors, officers, employees and consultants of the Corporation to achieve the longer-term objectives of the Corporation; (ii) to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and (iii) to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation. For a description of the Corporation's stock option plan, see "Stock Option Plans and Other Incentive Plans".

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The following table sets forth all of the share-based awards and option-based awards issued to the Named Executive Officers and directors during the financial year ended June 30, 2025:

Compensation Securities^{(1)}
Name and Position	Type of Compensation Security	Number of Compensation Securities and Percentage of Class	Option expiration date	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
Garrett Scott^{(2)}
Former CEO	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Steve Vanry, CEO and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Curtis Smith CFO	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
J. Garry Clark, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Paul McKenzie, Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
1. As of June 30, 2025, the only NEO or director holding any compensation securities was Steve Vanry, who held 50,000 RSU's as of June 30, 2025.
2. Mr. Scott resigned from their position as CEO of the Corporation subsequent to the year ended June 30, 2025, on August 8, 2025.

During the year ended June 30, 2025, no directors or officers exercised compensation securities.

Stock Option Plans and Other Incentive Plans

Stock Option Plan

The Corporation has in place a stock option plan (the "Stock Option Plan"). The Stock Option Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation and to individuals employed by a company providing management services to the Corporation (collectively, "Eligible Participants"), non-transferable options ("Options") to purchase common shares ("Common Shares"). The purpose of the Stock Option Plan is to provide an incentive to the directors, officers, employees, consultants and other personnel of the Corporation or any of its subsidiaries to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract to and retain in the employ of the Corporation or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

The aggregate number of Common Shares issuable pursuant to Options granted under the Stock Option Plan may not exceed 10% of the issued and outstanding Common Shares (on a non-diluted basis) as at the date of the grant of any Options under the Stock Option Plan. The period during which Options granted under the Stock Option Plan are exercisable may not exceed ten years from the date such Options are granted. The number of Common Shares issuable pursuant to Options granted (and any other Security

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Based Compensation granted or issued) in any 12-month period to any one person may not exceed five percent (5%) of the issued and outstanding Common Shares, unless disinterested shareholder approval is obtained. In addition, the number of Common Shares issuable pursuant to Options granted (and any other Security Based Compensation granted or issued) in any 12-month period to any one consultant must not exceed 2% of the issued and outstanding Common Shares, calculated as at the date any Option is granted to the consultant, and the number of Common Shares issuable pursuant to Options granted (or any other Security Based Compensation granted or issued) in any 12-month period to all Investor Relations Services Providers (as defined in the policies of the TSX Venture Exchange (the "Exchange" or "TSXV")) in the aggregate must not exceed 2% of the issued and outstanding Common Shares, calculated as at the date the Option is granted to any such Investor Relations Service Provider.

The maximum aggregate number of Common Shares issuable pursuant to Options granted (and any other Security Based Compensation granted or issued) to insiders of the Corporation (as a group) must not exceed 10% of the issued and outstanding Common Shares at any point in time, unless disinterested shareholder approval is obtained. Furthermore, the maximum aggregate number of Common Shares issuable pursuant to Options granted (and any other Security Based Compensation granted or issued) in any 12-month period to insiders of the Corporation (as a group) must not exceed 10% of the issued and outstanding Common Shares, calculated as at the date the Option is granted to any insider, unless disinterested shareholder approval is obtained.

Pursuant to the Stock Option Plan, the Board determines the price per Common Share and the number of Common Shares which may be allotted to each Eligible Participant and all other terms and conditions of the Options, subject to the rules of the Exchange. The price per Common Share set by the Board may not be less than the last closing price of the Common Shares on the Exchange prior to the date on which such Options are granted, less the applicable discount permitted (if any) by the Exchange. Pursuant to the Stock Option Plan, subject to the policies of the Exchange, an Eligible Participant may be eligible to exercise Options through a Cashless Exercise or Net Exercise (as such terms are defined in the policies of the Exchange).

If a holder of Options ceases to be an Eligible Participant for any reason other than death, such holder may, but only within a reasonable period, not exceeding 12 months, to be set out in the applicable stock option agreement, after the holder's ceasing to be an Eligible Participant (or 30 days in the case of a holder engaged in Investor Relations Activities), or prior to the expiry date of the Options, whichever is earlier, exercise any Options held by the holder, but only to the extent that the holder was entitled to exercise the Options at the date of such cessation. In the event of the death of a holder of Options, the options previously granted to such holder will be exercisable within one (1) year following the date of the death of the holder or prior to the expiry date of the Options, whichever is earlier, but only to the extent that the holder was entitled to exercise the Options at the date of such holder's death.

The Stock Option Plan is required to be re-approved by shareholders on an annual basis in accordance with the policies of the TSXV.

The Stock Option Plan has been established to advance the interests of the Corporation or any of its subsidiaries and affiliates by encouraging the directors, officers, employees and consultants of the Corporation or any of its subsidiaries or affiliates to acquire shares in the Corporation thereby increasing their proprietary interest in the Corporation, encouraging them to remain with the Corporation or its subsidiaries or affiliates and providing them with additional incentive in the conduct of their affairs for and on behalf of the Corporation, its subsidiaries and affiliates. The foregoing is a summary of the terms of the Stock Option Plan, which is only a summary and is qualified in its entirety by the Stock Option Plan, a copy of which will be tabled at the Meeting and is appended to the management proxy and information circular of the Corporation dated September 2, 2022, filed under the Corporation's profile on SEDAR+. Additionally, Shareholders may obtain a copy of the Stock Option Plan by contacting the Corporation at: Suite 202, 615-15th Avenue S.W, Calgary, Alberta, T2R 0R4 Telephone: 403-537-0067.

Equity Incentive Plan

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The Corporation has in place an equity incentive plan (the "Equity Incentive Plan"). The Equity Incentive Plan will function is a fixed plan and as such, the maximum number of Common Shares issuable pursuant to all Awards (as defined below) issued under the Equity Incentive Plan shall not exceed 1,698,628 Common Shares, being 10% of the outstanding Common Shares as of October 4, 2022.

The Equity Incentive Plan is a separate plan to the Stock Option Plan. Options granted under the Stock Option Plan shall not be included in the maximum number of Common Shares issuable pursuant to the Equity Incentive Plan. A summary of the material terms of the plan are as follows: The purposes of the Equity Incentive Plan will be to: (i) provide the Corporation with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants; (ii) align the interests of Eligible Participants in the with that of other shareholders of the Corporation generally; and (iii) enable and encourage Eligible Participants to participate in the long-term growth of the Corporation through the acquisition of Common Shares as long-term investments.

The Equity Incentive Plan will be administered by the Board or a committee and will provide that the Board may from time to time, in its discretion, and in accordance with Exchange or any other stock exchange on which the Common Shares are listed requirements, grant to eligible Participants, non-transferable awards (the "Awards"). Such Awards will include restricted share units ("RSUs") and deferred share units ("DSUs").

The term of any Award grant shall not exceed 10 years, subject to extension where the expiration of an Award falls within a blackout period, in accordance with the Equity Incentive Plan, as applicable. The number of Common Shares issuable pursuant to Awards granted (and any other Security Based Compensation granted or issued, including Options) in any 12-month period to any one person may not exceed 5% of the issued and outstanding Common Shares, calculated as at the date any Award is granted or issued to the person, unless disinterested shareholder approval is obtained. In addition, the number of Common Shares issuable pursuant to Awards granted (and any other Security Based Compensation granted or issued, including Options) in any 12-month period to any one consultant must not exceed 2% of the issued and outstanding Common Shares, calculated as at the date any Award is granted to the consultant.

The maximum aggregate number of Common Shares issuable pursuant to Awards granted (and any other Security Based Compensation granted or issued, including Options) to insiders of the Corporation (as a group) must not exceed 10% of the issued and outstanding Common Shares at any point in time, unless disinterested shareholder approval is obtained. Furthermore, the maximum aggregate number of Common Shares issuable pursuant to Awards granted (and any other Security Based Compensation granted or issued, including Options) in any 12-month period to insiders of the Corporation (as a group) must not exceed 10% of the issued and outstanding Common Shares, calculated as at the date the Award is granted to any insider, unless disinterested shareholder approval is obtained.

The Equity Incentive Plan provides for customary adjustments or substitutions, as applicable, in the number of Common Shares that may be issued under the Equity Incentive Plan in the event of a merger, arrangement, amalgamation, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Corporation, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Corporation, or any similar corporate event or transaction. Except in connection with a share split or reverse share split, any such adjustments or substitutions will be subject to the Corporation obtaining prior acceptance from the Exchange.

In the event of an actual or potential Change of Control (as is customarily defined in the Equity Incentive Plan) of the Corporation, the Board has discretion as to the treatment of Awards, including whether to (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Awards; (ii) permit the conditional redemption or exercise of any Awards, on such terms as it sees fit; (iii) otherwise amend or modify the terms of any Awards; and (iv) terminate, following the successful completion of a Change of Control, on such terms as it sees fit, the Awards not exercised prior to the successful completion of such Change of Control. Unless otherwise specified in an Award agreement, and subject to any provisions of the

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Equity Incentive Plan or the applicable Award agreement relating to acceleration of vesting of Awards, Awards shall vest at the discretion of the Board, provided however that no Award may vest before the date that is one year following the date of the grant of the Award, unless the Award agreement permits acceleration of vesting in the event of the death of the Eligible Participant, or where the Eligible Participant ceases to be an Eligible Participant in connection with a Change of Control, as further set out the Equity Incentive Plan.

Awards that are settled in cash, cancelled, terminated, surrendered, forfeited or expired without being exercised, and pursuant to which no Common Shares have been issued, shall continue to be issuable under the Equity Incentive Plan.

The following is a summary of the RSUs and DSUs issuable under the Equity Incentive Plan.

Restricted Share Units

Subject to the terms and conditions of the Equity Incentive Plan, the Board may grant RSUs to Participants in such amounts and upon such terms (including restrictions based upon time-based restrictions on vesting, restrictions under applicable laws or under the requirements of the Exchange) as the Board shall determine.

Unless otherwise specified in an Award agreement granting RSUs, RSUs shall vest at the discretion of the Board, subject to the policies of the Exchange, provided that, and subject to the Board's discretion: (i) upon a Participant's termination for cause, all RSUs, whether vested (if not yet paid out) or not as at the Termination Date (as defined in the Equity Incentive Plan) will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested RSUs as at the Termination Date shall automatically and immediately vest and be paid out to the Participant's estate in accordance with the terms of the Equity Incentive Plan and the applicable Award agreement, provided, however, that any such payment or settlement of Restricted Share Units to the Participant's estate must be completed within a period not exceeding 12 months; (iii) in the case of the disability of a Participant, all RSUs shall remain and continue to vest in accordance with the terms of the Equity Incentive Plan for a period of 12 months after the Termination Date, provided that any RSUs that have not been vested within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Board shall have discretion, with respect to such RSUs, to determine whether to accelerate the vesting of such RSUs, cancel such RSUs with or without payment and determine how long, if at all, such RSUs may remain outstanding following the Termination Date, provided, however, that in no event shall such RSUs be exercisable for more than 12 months after the Termination Date; and (v) in all other cases where a Participant ceases to be eligible under the Equity Incentive Plan, including a termination without cause or a voluntary resignation, unless otherwise determined by the Board, all unvested RSUs shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested RSUs will be paid out in accordance with the Equity Incentive Plan.

When and if RSUs become payable, the Participant issued such RSUs shall be entitled to receive payment from the Corporation in settlement of such RSU: (i) in a number of Common Shares (issued from treasury or purchased in the market by the Corporation) equal to the number of RSUs being settled, (ii) an amount in cash equivalent to the number of the outstanding RSUs held by such Participant multiplied by the fair market value as at the applicable settlement date or Termination Date, (iii) in some combination thereof, or (iv) in any other form, all as determined by the Board at its sole discretion, subject to the policies of the Exchange.

Participants holding RSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion. In the event the Board determines to make such payment in Common Shares, the maximum aggregate number of Common Shares that may be paid must be included in calculating the limits set forth in the Equity Incentive Plan. Notwithstanding the foregoing, if a payment made in Common Shares would exceed any of the limits set out in the Equity Incentive Plan, the Corporation will pay the Participant the cash sum equal to the fair market value of the Common Shares multiplied by the number of Common Shares that would have exceeded the applicable limit if issued to the Participant.

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Deferred Share Units

Subject to the terms and conditions of the Equity Incentive Plan, the Board may grant DSUs to Participants in such amounts and upon such terms as the Board shall determine.

When DSUs become payable, the Participant issued such DSUs shall be entitled to receive payment from the Corporation in settlement of such DSU: (i) in a number of Common Shares (issued from treasury or purchased in the market by the Corporation) equal to the number of DSUs being settled, (ii) an amount in cash equivalent to the number of the outstanding DSUs held by such Participant multiplied by the fair market value as at the applicable settlement date or Termination Date, (iii) in some combination thereof, or (iv) in any other form, all as determined by the Board at its sole discretion, subject to the policies of the Exchange.

Participants holding DSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion. In the event the Board determines to make such payment in Common Shares, the maximum aggregate number of Common Shares that may be paid must be included in calculating the limits set forth in the Equity Incentive Plan. Notwithstanding the foregoing, if a payment made in Common Shares would exceed any of the limits set out in the Equity Incentive Plan, the Corporation will pay the Participant the cash sum equal to the fair market value of the Common Shares multiplied by the number of Common Shares that would have exceeded the applicable limit if issued to the Participant.

The extent to which a Participant shall have the right to retain DSUs following termination the Participant's employment or other relationship with the Corporation shall be determined in the sole discretion of the Board, and need not be uniform among all DSUs issued pursuant to the Equity Incentive Plan, and may reflect distinctions based on the reasons for termination, provided that the provisions shall comply with the applicable rules of the Exchange.

Employment, Consulting and Management Agreements

Other than the executive consulting agreements described below, the Corporation does not have any other compensation agreements or arrangements in place with respect to services provided by a NEO or director.

The Corporation has entered into a written consulting agreement with Curtis Smith on February 1, 2020. Under the terms of the agreement, Mr. Smith receives $5,000 per quarter in management consulting fees plus additional fees in connection with the preparation of the Corporation's financial statements and Management's Discussion and Analysis until the agreement is terminated. Under the terms of this agreement, Mr. Smith has agreed to provide services of the type generally assumed by the Chief Financial Officer.

The Corporation has entered into a written consulting agreement with Garrett Scott on February 16, 2024. Under the terms of the agreement, Mr. Scott receives $1,000 per month in management consulting fees. Under the terms of this agreement, Mr. Scott has agreed to provide services of the type generally assumed by the Chief Executive Officer.

During the year ended June 30, 2025, there were no contracts, agreements, plans or arrangements that provide for payments or salary to any NEO or director or which include any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in a NEO's or director's responsibilities.

Oversight and Description of Director and Named Executive Officer Compensation

In assessing the compensation of its executive officers, the Corporation does not have in place any formal objectives, criteria or analysis; compensation payable is currently determined by the Board. The Corporation's executive compensation program is based on comparisons of similar type and size companies. Both individual and corporate performances are also taken into account. The Corporation's

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directors have not established any peer group benchmark or performance goals to be achieved or met by the Named Executive Officers (as defined in NI 51-102), however, such Named Executive Officers are expected to carry out their duties in an effective and efficient manner so as to advance the business objectives of the Corporation. The satisfactory discharge of such duties is subject to ongoing monitoring by the Corporation's directors.

Payments may be made from time to time to individuals or companies they control for the provision of consulting services. Such consulting services are paid for by the Corporation at competitive industry rates for work of a similar nature by reputable arm's length services providers. The Board determines the nature and amount of such compensation at the time services are approved, based on market research, the scope and complexity of the services provided, and the Corporation's financial position at the time.

Director and executive officer compensation is determined by the Board, which reviews and approves compensation arrangements periodically and when appropriate, taking into consideration market data, the Corporation's stage of development, and its short-, mid- and long-term financial resources. As the Corporation is a technology and software development company with no significant revenue from operations, it operates with limited financial resources and closely manages cash expenditures to ensure that sufficient funds are available to advance its business objectives and complete scheduled programs.

In determining the amount to be paid for each significant element of compensation, the Board considers a combination of objective and subjective factors, including comparable compensation practices within the industry, the individual's role, responsibilities, experience and performance, the time commitment required, and the Corporation's overall financial condition. While cash compensation may be paid where appropriate, the Corporation places an emphasis on compensating directors and executive officers through long-term equity-based incentives, including stock options and other awards under the Corporation's equity incentive plans, which align the interests of management and directors with those of shareholders and do not require immediate cash disbursement by the Corporation.

The Corporation relies on its Board in determining the compensation of its executive officers. When determining the compensation of its officers, the Board considers the following factors: i) recruiting and retaining executives critical to the success of the Corporation and the enhancement of shareholder value; ii) providing fair and competitive compensation; iii) balancing the interests of management and the Corporation's shareholders; iv) rewarding performance, both on an individual basis and with respect to operations in general; and v) available financial resources.

Compensation Plan and Policies

The Corporation's compensation policies are designed to recognize and reward individual performance as well as to provide a competitive level of compensation. The Corporation has not adopted a formal policy barring any NEOs or directors from purchasing financial instruments, including, for greater certainty, 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 held, directly or indirectly by NEOs or directors. However, all NEOs and directors must abide by the Corporation's Code of Conduct and follow the Corporation's corporate governance policies and practices.

The Corporation's current compensation plan consists of the following elements:

• base salaries; and
• option-based awards.

A description of each element and its purpose is described below.

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Base Salaries

The purpose of the base salary is to attract and retain executives by providing a competitive base compensation. The level of base salary for each Named Executive Officer is determined by the level of responsibility and the importance of the position to the Corporation, within competitive industry ranges.

Option-Based Awards

Option-Based Awards are designed to align executive and shareholder interests, focus executives on long term value creation and also to support the retention of key executives. Named Executive Officers may be issued Stock Options to purchase Common Shares as authorized by the Board. Named Executive Officers are excluded from the decision-making process regarding option-based compensation to be awarded to them. Previous grants of option-based awards are taken into account when considering new grants to the Named Executive Officers.

Pension Plan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Corporation and none are proposed at this time.