Getchell Gold Corp. — Remuneration Information 2025

Sep 25, 2025

GETCHELL GOLD CORP.
(the “Company”)
Form 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION
(for the financial year ended March 31, 2025)

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” refer to Getchell Gold Corp. All monetary amounts herein are expressed in Canadian Dollars (“$”) unless otherwise stated.

For the purposes set out below, a “Named Executive Officer” or “NEO” means each of the following individuals:

(a) each individual who, during any part of the Company’s most recently completed financial year, served as the Company’s chief executive officer (“CEO”), including an individual performing functions similar to a chief executive officer;
(b) each individual who, during any part of the Company’s most recently completed financial year, served as the Company’s chief financial officer (“CFO”), including an individual performing functions similar to a chief financial officer;
(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer, other than the CEO and the CFO, at the end of the Company’s most recently completed financial year whose total compensation was more than C$150,000 for that financial year; and
(d) each individual who would be a named executive officer under paragraph (c) above 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.

As at the end of the Company’s most recently completed financial year ended March 31, 2025, the Company had three NEOs, whose names and positions held within the Company are set out in the summary compensation table below.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table provides a summary of compensation (excluding compensation securities) paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, to each NEO and director for services provided and for services to be provided, directly or indirectly, to the Company or a subsidiary of the Company, for each of the Company’s two most recently completed financial years ended March 31, 2025 and March 31, 2024.

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Table of compensation excluding compensation securities
Name and position	Year Ended March 31	Salary, consulting fee, retainer or Commission ($)	Bonus ($)	Committee or meeting Fees ($)	Value of Perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Mike Sieb^{(1)}
President and Director	2025	$198,000	Nil	Nil	Nil	Nil	$198,000
	2024	$198,000	Nil	Nil	Nil	Nil	$198,000
William S. Wagener^{(2)}
Corporate Secretary, Former Chairman, Former CEO, and Former Director	2025	$68,556^{(3)}	Nil	Nil	Nil	Nil	$68,556
	2024	$161,794^{(3)}	Nil	Nil	Nil	Nil	$161,794
Natasha Tsai
CFO	2025	$42,980^{(4)}	Nil	Nil	Nil	Nil	$42,980
	2024	$41,250^{(4)}	Nil	Nil	Nil	Nil	$41,250
Scott Frostad^{(5)}
Former VP of Exploration	2025	$Nil	Nil	Nil	Nil	Nil	$Nil
	2024	$55,200	Nil	Nil	Nil	Nil	$55,200
Bob Bass^{(6)}
Chairman and Director	2025	$54,000	Nil	Nil	Nil	Nil^{(10)}	$54,000^{(7)(8)(9)}
	2024	$4,500	Nil	Nil	Nil	Nil	$4,500
Robert Christopher Bass^{(10)}
Director	2025	$16,250	Nil	Nil	Nil	Nil	$16,250^{(11)(12)}
	2024	$1,500	Nil	Nil	Nil	Nil	$1,500
Michael Hobart^{(13)}
Director	2025	$15,000	Nil	Nil^{(14)}	Nil	Nil	$15,000^{(14)}
	2024	N/A	N/A	N/A	N/A	N/A	N/A
Jim Mustard^{(15)}
Former Director	2025	N/A	N/A	N/A	N/A	N/A	N/A
	2024	$16,500	Nil	Nil	Nil	Nil	$16,500
Jerry Bella^{(16)}
Former Director	2025	N/A	N/A	N/A	N/A	N/A	N/A
	2024	$16,500^{(17)}	Nil	Nil	Nil	Nil	$16,500

Notes:

(1) Mr. Sieb’s total compensation was $198,000 for the years ended 2025 and 2024 for his position as President. Mr. Sieb’s total compensation was $Nil for the years ended 2025 and 2024 for his position as a director of the Company.

(2) Mr. Wagener resigned as Chairman of the Company on February 27, 2024, and resigned as CEO and a director of the Company on August 31, 2024. Mr. Wagener’s total compensation was $68,556 for the year ended 2025 and $161,794 for the year ended 2024 for his position as former CEO, former Chairman, and former Corporate Secretary of the Company. Mr. Wagener’s total compensation was $Nil for the years ended 2025 and 2024 for his position as a former director of the Company.

(3) Paid to Minergy Group LLC, a private company wholly owned and controlled by Mr. Wagener.

(4) Paid to Malaspina Consultants Inc., a private company of which Ms. Tsai is a minority shareholder and managing director.

(5) Mr. Frostad resigned as VP of Exploration on August 25, 2025.

(6) Mr. Bob Bass was appointed as Chairman and a director of the Company on February 27, 2024.

(7) On May 9, 2024, the Company issued 40,909 common shares at deemed price of $0.11 in full and final

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settlement of debt owed by the Company to Mr. Bass in the amount of $4,500, for accrued director fees rendered for March 2024.

(8) On May 15, 2024, the Company agreed to engage Mr. Bass to provide services as a director in consideration of a monthly fee of $4,500, which fees may be paid monthly in cash or common shares of the Company. As of March 31, 2025, the Company has issued an aggregate of 457,031 common shares to Mr. Bass for director fees.

(9) On March 6, 2025, the Company issued 18,222 common shares at a deemed price of $0.24 per share to Mr. Bass to settle approximately $4,373 in debt for unpaid directors' fees.

(10) Mr. Chris Bass was appointed as a director of the Company on February 27, 2024.

(11) On May 9, 2024, the Company issued 13,636 common shares at deemed price of $0.11 in full and final settlement of debt owed by the Company to Mr. Bass in the amount of $1,500, for accrued director fees rendered for March 2024.

(12) On May 15, 2024, the Company agreed to engage Mr. Bass to provide services as a director in consideration of a monthly fee of $1,500, which fees may be paid monthly in cash or common shares of the Company. On August 19, 2024, Mr. Bass' director fees were reduced from $1,500 to $1,250 per month. As of March 31, 2025, the Company has issued an aggregate of 132,108 common shares to Mr. Bass for director fees.

(13) Mr. Michael Hobart was appointed as a director of the Company on May 22, 2024.

(14) Since June 2024, the Company has paid Mr. Hobart a monthly fee of $1,500 (of which $1,250 is for director's fees and $250 is for Mr. Hobart's role as chair of the Audit Committee).

(15) Mr. Mustard resigned as a director of the Company on February 26, 2024.

(16) Mr. Bella resigned as a director of the Company on February 26, 2024.

(17) Paid to 619517 B.C. Ltd., a private company wholly owned and controlled by Mr. Bella.

External Management Companies

On January 2, 2025, the Company entered into an agreement with Malaspina Consultants Inc. (“Malaspina”) pursuant to which Malaspina is paid a monthly fee of $3,650 for certain accounting and administrative consulting services (the “Reporting Services”), and for Natasha Tsai acting as the Company’s CFO (the “CFO Services”), on a non-exclusive basis. The agreement commenced on January 2, 2025 and will continue until otherwise terminated by either party. The Reporting Services may be terminated by either party by giving 60 days written notice to the counterparty. The CFO Services may be terminated by Malaspina at any time with immediate effect upon written notice to the Company. For clarity, the termination by Malaspina of the provision of the CFO Services does not impact upon the provision of the Reporting Services which will continue in effect unless terminated in accordance with the agreement. Pursuant to the agreement, the Company agreed to grant Malaspina and/or Natasha Tsai stock options from time to time, as determined by the board of directors (the “Board”).

Other than as disclosed above, the Company is not party to any agreement or arrangement with an external management company under which compensation was paid, during the Company’s most recently completed financial year, or is payable, in respect of director or executive management services provided to the Company.

Stock Options and Other Compensation Securities

The following table provides a summary of 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 ended March 31, 2025 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 position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class^{(1)}	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Mike Sieb^{(2)}
President and Director	Stock Options	500,000 (5.66%)	May 22, 2024	$0.14	$0.135	$0.23	May 22, 2029
	RSUs	400,000 (18.63%)	March 24, 2025	N/A	0.24	$0.23	N/A^{(10)}
William S. Wagener^{(3)}
Corporate Secretary and Former Chairman, Former CEO, and Former Director	Stock Options	500,000 (5.66%)	May 22, 2024	$0.14	$0.135	$0.23	May 22, 2029
	RSUs	372,500 (17.35%)	March 24, 2025	N/A	0.24	$0.23	N/A^{(10)}
Natasha Tsai^{(4)}
CFO	Stock Options	50,000 (0.57%)	May 22, 2024	$0.14	$0.135	$0.23	May 22, 2029
Scott Frostad^{(5)}
VP of Exploration	-	Nil	-	-	-	-	-
Bob Bass^{(6)}
Chairman and Director	Stock Options	500,000 (5.66%)	May 22, 2024	$0.14	$0.135	$0.23	May 22, 2029
	RSUs	1,000,000 (46.57%)	February 20, 2025	N/A	$0.275	$0.23	N/A^{(11)}
Robert Christopher Bass^{(7)}
Director	Stock Options	500,000 (5.66%)	May 22, 2024	$0.14	$0.135	$0.23	May 22, 2029
	RSUs	150,000 (6.98%)	February 20, 2025	N/A	$0.275	$0.23	N/A^{(11)}
Michael Hobart^{(8)}
Director	Stock Options	250,000 (2.83%)	May 22, 2024	$0.14	$0.135	$0.23	May 22, 2029
	RSUs	150,000 (6.98%)	February 20, 2025	N/A	$0.275	$0.23	N/A^{(11)}
Jim Mustard^{(9)}
Former Director	Stock Options	50,000 (0.57%)	May 22, 2024	$0.14	$0.135	$0.23	May 22, 2029
Jerry Bella
Former Director	-	Nil	-	-	-	-	-

Notes:

(1) Percentage based on the Company’s 8,830,000 issued and outstanding stock options as at March 31, 2025 and the Company’s 2,147,500 issued and outstanding RSUs as at March 31, 2025.

(2) As at March 31, 2025, Mr. Sieb held 500,000 stock options exercisable at a price of $0.14 until May 22, 2029, 150,000 stock options exercisable at a price of $0.35 per share until December 11, 2025, 100,000 stock options exercisable at a price of $0.33 per share until July 2, 2025, and 340,000 stock options exercisable at a price of $0.08 until August 8, 2025 (as extended due to black out period)

(3) As at March 31, 2025, Mr. Wagener held 500,000 stock options exercisable at a price of $0.14 until May 22, 2029, 90,000 stock options exercisable at a price of $0.35 per share until December 11, 2025 and 100,000 stock options exercisable at a price of $0.33 per share until July 2, 2025, and 150,000 stock options exercisable at a price of $0.08 until August 8, 2025 (as extended due to black out period).

(4) As at March 31, 2025, Ms. Tsai held 50,000 stock options exercisable at a price of $0.14 until May 22, 2029,

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100,000 stock options exercisable at a price of $0.57 until July 12, 2027, 50,000 stock options exercisable at a price of $0.57 until December 8, 2026, 25,000 stock options exercisable at a price of $0.59 per share until May 27, 2026 and 100,000 stock options exercisable at a price of $0.33 per share until July 2, 2025.

(5) As at March 31, 2025, Mr. Frostad held 150,000 stock options exercisable at a price of $0.57 until July 12, 2027, 125,000 stock options exercisable at a price of $0.57 until December 8, 2026, 50,000 stock options exercisable at a price of $0.59 per share until May 27, 2026, 50,000 stock options exercisable at a price of $0.35 per share until December 11, 2025, 50,000 stock options exercisable at a price of $0.45 per share until September 17, 2025 and 50,000 stock options exercisable at a price of $0.33 per share until July 2, 2025.

(6) As at March 31, 2025, Mr. Bass held 500,000 stock options exercisable at a price of $0.14 until May 22, 2029 and 750,000 stock options exercisable at a price of $0.15 until February 27, 2029.

(7) As at March 31, 2025, Mr. Bass held 500,000 stock options exercisable at a price of $0.14 until May 22, 2029 and 250,000 stock options exercisable at a price of $0.15 until February 27, 2029.

(8) As at March 31, 2025, Mr. Hobart held 250,000 stock options exercisable at a price of $0.14 until May 22, 2029.

(9) As at March 31, 2025, Mr. Mustard held 50,000 stock options exercisable at a price of $0.14 until May 22, 2029, 150,000 stock options exercisable at a price of $0.57 until July 12, 2027, 150,000 stock options exercisable at a price of $0.57 until December 8, 2026, 100,000 stock options exercisable at a price of $0.59 per share until May 27, 2026, 150,000 stock options exercisable at a price of $0.35 per share until December 11, 2025 and 150,000 stock options exercisable at a price of $0.345 per share until July 15, 2025. Mr. Mustard resigned as a director of the Company on February 26, 2024. In connection with Mr. Mustard’s appointment as a consultant, the Board confirmed that Mr. Mustard’s previously granted 700,000 outstanding stock options will remain outstanding as per their original terms.

(10) The RSUs will vest on March 24, 2026.

(11) The RSUs will vest on February 20, 2026.

Compensation securities were exercised by NEOs and/or directors during the Company’s most recently completed financial year as follows:

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price of security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Mike Sieb(1)
President and Director	Stock Options	250,000 common shares	$0.15	March 26, 2025	0.22	$0.07	$17,500
William S. Wagener(1)
Corporate Secretary	Stock Options	250,000 common shares	$0.15	March 26, 2025	0.22	$0.07	$17,500
	Stock Options	350,000 common shares	$0.08	May 16, 2024	0.13	$0.05	$17,500

Notes:

(1) On February 20, 2025, Mr. Sieb agreed to voluntarily cancel 1,000,000 previously granted stock options and Mr. Wagener agreed to voluntarily cancel 1,490,000 previously granted stock options.

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Stock option plans and other incentive plans

Omnibus Equity Incentive Plan

The Company has in place a Omnibus Equity Incentive Compensation Plan (the “Plan”) that was last approved by Shareholders at the Company’s annual general meeting held on December 10, 2024. The Plan replaced the Company’s previous 10% rolling stock option plan. In accordance with the policies of the Canadian Securities Exchange (the “CSE”), the Plan must be approved by the Shareholders within three years after institution and within every three years thereafter. The Plan will need to be approved by Shareholders at the Company’s annual general meeting by December 10, 2027.

The purpose of the Plan is to provide an incentive to directors, officers, employees, consultants, and registered charities to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company.

Terms of the Plan

The following summary of the Plan does not purport to be complete and is qualified in its entirety by reference to Plan.

The Plan will be administered by the Board (or a committee thereof) and will provide that the Board may from time to time, in its discretion, and in accordance with requirements of the CSE, grant to eligible Participants (as defined in the Plan), non-transferable awards (the “Awards”). Such Awards include options (“Options”), restricted share units (“RSUs”), share appreciation rights (“SARs”), deferred share units (“DSUs”), and performance share units (“PSUs”).

The number of Common Shares reserved for issuance pursuant to Options, RSUs, SARs, DSUs and PSUs granted under the Plan will not, in the aggregate, exceed 10% of the then issued and outstanding Common Shares, on a rolling basis.

The maximum number of Common Shares for which Awards may be issued to any one Participant in any 12-month period shall not exceed 5% of the outstanding Common Shares, unless disinterested shareholder approval as required by the policies of the CSE is obtained, or 2% in the case of a grant of Awards to any consultant or persons (in the aggregate) retained to provide Investor Relations Activities (as defined by the CSE).

Eligible Charitable Organizations (as defined in the Plan) are only eligible to receive Options under the Plan, which must expire on or before the earlier of (i) the date that is 10 years from the date of the grant of the Option, and (ii) the 90th day following the date that the holder of the Option ceases to be an Eligible Charitable Organization. The maximum number of Common Shares for which Options may be awarded, in aggregate, to Eligible Charitable Organizations is 1.0% of the issued and outstanding Common Shares at the date the Award is granted.

On a Change of Control (as defined in the Plan) of the Company, the Board shall have 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 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. If there is a Change of Control, any Awards held by a Participant shall automatically vest following such Change of Control, on the Termination Date (as defined in the Plan), if the Participant is an employee, officer or a director and their employment, or officer

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or director position is terminated or they resign for Good Reason (as defined in the Plan) within 12 months following the Change of Control, provided that no acceleration of Awards shall occur in the case of a Participant that was retained to provide Investor Relations Activities unless the approval of the CSE is either obtained or not required.

The following is a summary of the various types of Awards issuable under the Plan.

Options

Each Option entitles the holder thereof to purchase a prescribed number of Common Shares at an exercise price determined by the Board, and until the expiry date determined by the Board, at the time of the grant of the Option, subject to requirements of the CSE. Subject to a limited extension if an Option expires during a Black-Out Period (as defined in the Plan), Options may be exercised for a period of up to ten years after the grant date, provided that: (i) upon a Participant’s termination for Cause (as defined in the Plan), all Options, whether vested or not as at the Termination Date will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested Options as at the Termination Date shall automatically and immediately vest, and all vested Options will continue to be subject to the Plan and be exercisable for a period of 90 days after the Termination Date; (iii) in the case of the Disability (as defined in the Plan) of a Participant, all Options shall remain and continue to vest (and be exercisable) in accordance with the terms of the Plan for a period of 12 months after the Termination Date, provided that any Options that have not been exercised (whether vested or not) 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 Options, to determine whether to accelerate the vesting of such Options, cancel such Options with or without payment, and determine how long, if at all, such Options may remain outstanding following the Termination Date, provided, however, that in no event shall such Options be exercisable for more than 12 months after the Termination Date; (v) subject to paragraph (vi) below, in all other cases where a Participant ceases to be eligible under the Plan, including a termination without Cause or a voluntary resignation, unless otherwise determined by the Board, all unvested Options shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested Options will continue to be subject to the Plan and be exercisable for a period of 90 days after the Termination Date.

In no event will an exercise price of an Option be lower than the last closing price of the Common Shares on the CSE less any discount permitted by the rules or policies of the CSE at the time the Option is granted. Subject to any vesting restrictions imposed by the CSE, or as may otherwise be determined by the Board at the time of grant, Options shall vest equally over a four-year period such that $\frac{1}{4}$ of the Options shall vest on the first, second, third and fourth anniversary dates of the date that the Options were granted.

Restricted Share Units

A RSU is a right to receive, for no additional cash consideration, securities of the Company upon specified vesting criteria being satisfied, and subject to the terms and conditions of the Plan and the applicable Award agreement. Subject to any requirements of the CSE, the Board may determine the expiry date of each RSU. Subject to a limited extension if an RSU expires during a Black-Out Period, RSUs may vest and be paid out for a period of up to three years after the grant date, provided that: (i) upon a Participant’s termination for Cause, all RSUs, whether vested (if not yet paid out) or not as at the Termination Date 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; (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 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

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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 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 Plan.

The number of RSUs to be issued to any Participant will be determined by the Board at the time of grant. Each RSU will entitle the holder to receive at the time of vesting for each RSU held, either one Common Share or a cash payment equal to the fair market value of a Common Share or a combination of the two, at the election of the Board. In addition, the Board may determine that holders of RSUs be credited with consideration equivalent to dividends declared by the Board and paid on outstanding Common Shares. In the event settlement is made by payment in cash, such payment shall be made by the earlier of (i) $2 \frac{1}{2}$ months after the close of the year in which the restrictions on the RSU were satisfied or lapsed and (ii) December 31 of the third year following the year of the grant date. Subject to any vesting restrictions imposed by the CSE, or as may otherwise be determined by the Board at the time of grant, RSUs shall vest equally over a three-year period such that $\frac{1}{3}$ of the RSUs shall vest on the first, second and third anniversary dates of the date that the RSUs were granted.

Share Appreciation Rights

A SAR is a right to receive, upon exercise, the excess of the fair market value of one Common Share on the date of exercise over the grant price of the SAR, as determined by the Board. SARs may be issued together with Options or as standalone awards. Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount representing the difference between the fair market value of the underlying Common Shares on the date of exercise over the grant price of the SAR. At the discretion of the Board, the payment upon the exercise of a SAR may be in cash, Common Shares of equivalent value, in some combination thereof, or in any other form approved by the Board in its sole discretion. Subject to any requirements of the CSE, the Board may determine the vesting terms and expiry date of each SAR. Subject to a limited extension if a SAR expires during a Black-Out Period, SARs will not be exercisable later than the tenth anniversary date of its grant. Subject to compliance with the rules of the CSE, the Board may determine, at the time of grant, the treatment of SARs upon a Participant ceasing to be eligible to participate in the Plan.

Deferred Share Units

A DSU is a right granted to a Participant to receive, for no additional cash consideration, securities of the Company on a deferred basis upon specified vesting criteria being satisfied, subject to the terms and conditions of the Plan and the applicable Award agreement. The number and terms of DSUs to be issued to any Participant will be determined by the Board at the time of grant. Each DSU will entitle the holder to receive at the time of settlement, for each DSU held, one Common Share, a cash payment equal to the fair market value of one Common Share, or a combination of the two, at the election of the Board. In addition, the Board may determine that holders of DSUs be credited with consideration equivalent to dividends declared by the Board and paid on outstanding Common Shares. Subject to any requirements of the CSE, the Board may determine the vesting terms and expiry date of each DSU, provided that if a DSU would otherwise settle or expire during a Black-Out Period, the Board may extend such date. Subject to compliance with the rules of the CSE, the Board may determine, at the time of grant, the treatment of DSUs upon a Participant ceasing to be eligible to participate in the Plan.

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Performance Share Units

A PSU is a right awarded to a Participant to receive, for no additional cash consideration, securities of the Company upon specified performance and vesting criteria being satisfied, subject to the terms and conditions of the Plan and the applicable Award agreement. The number and terms (including applicable performance criteria) of PSUs to be issued to any Participant will be determined by the Board at the time of grant. Each PSU will entitle the holder to receive at the time of settlement, for each PSU held, one Common Share, a cash payment equal to the fair market value of one Common Share, or a combination of the two, at the election of the Board. In addition, the Board may determine that holders of PSUs be credited with consideration equivalent to dividends declared by the Board and paid on outstanding Common Shares. Subject to any requirements of the CSE, the Board may determine the vesting terms and expiry date of each PSU, provided that in no event will delivery of Common Shares or payment of any cash amounts be made later than the earlier of (i) $2 \frac{1}{2}$ months after the close of the year in which the performance conditions or restrictions are satisfied or lapse, and (ii) December 31 of the third year following the year of the grant date. Subject to compliance with the rules of the CSE, the Board may determine, at the time of grant, the treatment of PSUs upon a Participant ceasing to be eligible to participate in the Plan.

Employment, Consulting and Management Agreements

On December 21, 2022, the Company entered into a consulting agreement with Mike Sieb pursuant to which Mr. Sieb agreed to provide certain consulting services in the role of President of the Company. The agreement commenced on April 1, 2022 and will be automatically extended for successive terms of one year on the same terms and conditions set out therein, subject to review and approval by the Company's compensation committee. Under the terms of the agreement, the Company agreed to pay Mr. Sieb a monthly fee of $16,500 ($198,000 per annum) plus applicable GST (the "Sieb Base Compensation"). Mr. Sieb may be eligible to receive a cash bonus based on a percentage of the Sieb Base Compensation if the Company's compensation committee, in its sole discretion, determines that the Company has met the applicable short-term and long-term business performance objectives. Mr. Sieb may also be granted stock options from time to time as determined by the Board pursuant to the Company's Stock Option Plan.

Mr. Sieb may resign as President at any time by giving the Company at least 1 month's prior written notice of the effective date of his resignation. On the giving of any such notice, the Company shall have the right to elect, in lieu of the notice period, to pay Mr. Sieb a lump sum equal to 1 month's Sieb Base Compensation and as adjusted from time to time in accordance with the agreement. The Company may terminate the Mr. Sieb at any time without cause by giving written notice of the effective date of such termination. On the giving of any such notice and subject to the prior resignation of Mr. Sieb, the Company will pay Mr. Sieb the greater of: (i) a lump sum equal to 1 month's Sieb Base Compensation for each year Mr. Sieb has acted on behalf of the Company, or (ii) a lump sum equal to 12 months' Sieb Base Compensation, plus all other sums owed or in arrears for Sieb Base Compensation and expenses properly incurred.

On April 1, 2023, the Company entered into a consulting agreement with William Wagener to supersede an agreement entered into between the parties in December 2018, and to govern the terms of Mr. Wagener's provision of CEO services to the Company. Under the terms of the agreement, the Company agreed to pay Mr. Wagener a monthly fee of US$10,000 (US$120,000 per annum) (the "Wagener Base Compensation"). This agreement was terminated in connection with Mr. Wagener stepping down as CEO on August 31, 2024.

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On August 31, 2024, the Company entered into a consulting agreement with Mr. Wagener pursuant to which Mr. Wagener agreed to provide consulting and advisory services, including services as Corporate Secretary, to the Company for a term of three years until August 31, 2027. This consulting agreement replaced the previous consulting agreement dated April 1, 2023. As consideration for the services to be provided by Mr. Wagener, the Company agreed to pay Mr. Wagener consulting fees as follows: (i) US$10,000 on August 30, 2024; (ii) US$7,500 on September 30, 2024; (iii) US$5,000 on October 31, 2024; (iv) 33 monthly payments of US$2,500 starting on November 29, 2024; and (v) 33 monthly payments of US$2,500, paid in common shares of the Company, starting on November 29, 2024. The common shares to be issued monthly in connection with the consulting fees are calculated using a price per share equal to the closing price of the Company’s common shares on the day prior to issuance, or as otherwise required by the policies of the CSE. Under the terms of the agreement, either the Company or Mr. Wagener may terminate the consulting agreement at any time by providing written notice to the other party.

On May 15, 2024, the Company entered into a director’s agreement with Bob Bass to evidence the terms of Mr. Bass’ engagement as a director of the Company. Pursuant to the director’s agreement, the Company agreed to pay Mr. Bass a monthly fee of $4,500, which fee may be paid monthly in (i) cash; or (ii) common shares of the Company. In connection with Mr. Bass engagement as a director, the Company and Mr. Bass also entered into an indemnity agreement pursuant to which the Company has agreed to indemnify Mr. Bass for any liabilities, losses, costs, charges, or expenses incurred as a result of Mr. Bass’ role as a director of the Company.

On May 15, 2024, the Company entered into a director’s agreement with Robert Christopher Bass to evidence the terms of Mr. Bass’ engagement as a director of the Company. Pursuant to the director’s agreement, the Company agreed to pay Mr. Bass a monthly fee of $1,500, which fee may be paid monthly in (i) cash; or (ii) common shares of the Company. In connection with Mr. Bass engagement as a director, the Company and Mr. Bass also entered into an indemnity agreement pursuant to which the Company has agreed to indemnify Mr. Bass for any liabilities, losses, costs, charges, or expenses incurred as a result of Mr. Bass’ role as a director of the Company. On August 19, 2024, Mr. Bass’ director fees were reduced from $1,500 to $1,250 per month.

Other than as disclosed herein, during the most recently completed financial year ended March 31, 2025, the Company did not have any agreement under which compensation was provided or is payable in respect of services provided to the Company or any of its subsidiaries that were performed by a director or a NEO, or performed by any other party but are services typically provided by a director or a NEO.

Oversight and Description of Director and NEO Compensation

Compensation Discussion and Analysis

Remuneration plays an important role in attracting, motivating, rewarding and retaining knowledgeable and skilled individuals to the Company’s management team. The Company does not have a formal compensation policy. The main objectives the Company hopes to achieve through its compensation are:

• to attract and retain executives critical to the Company’s success, who will be key in helping the Company achieve its corporate objectives and increase shareholder value;
• to motivate the Company’s management team to meet or exceed targets;
• to recognize the contribution of the Company’s executive directors to the overall success and strategic growth of the Company; and
• to align the interests of management and the Company’s shareholders by providing performance-based compensation in addition to salary.

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The Board, in conjunction with the Company’s compensation committee (the “Compensation Committee”), determines an appropriate amount of compensation for its executives, reflecting the need to provide incentive and compensation for the time and effort expended by the executives while taking into account the financial and other resources of the Company. The Board did not consider the implications of the risks associated with the Company’s compensation practices; however, given the Company’s size and nature of compensation provided to its executives in the last financial year, the Board does not believe that there is significant compensation risk that would be likely to have a material adverse effect on the Company.

The Company’s management is not permitted to purchase 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 of the Company granted as compensation or held, directly or indirectly, by management.

The Board determines the allocation and terms of any stock option grants. When granting Options, the Board considers the number and exercise prices of outstanding Options.

Equity-Based Awards

See “Stock Option Plans and other Incentive Plans” for a description of the Plan and the process the Company uses to grant Awards.

Compensation Governance

The Board, in conjunction with the Compensation Committee, determines an appropriate amount of compensation for its executives, reflecting the need to provide incentive and compensation for the time and effort expended by the executives, while taking into account the financial and other resources of the Company.

The Company has a Compensation Committee which is, effective September 3, 2025, comprised of Michael Hobart (Chair), Marc Henderson, and Robert Christopher Bass. Mr. Henderson was appointed as a director of the Company on September 3, 2025. Mr. Hobart, Mr. Henderson, and Mr. Bass are independent within the meaning of National Instrument 52-110 - Audit Committees. All tasks related to developing and monitoring the Company's approach to the compensation of its officers, consultants and directors are performed by the Compensation Committee. Officers and consultants that are also directors of the Company are involved in discussions relating to compensation and disclose their interest in and abstain from voting on compensation decisions relating to them, as applicable, in accordance with the applicable corporate legislation.

The Company's compensation program is intended to attract, motivate, reward and retain the management talent needed to achieve the Company's business objective of creating long-term value for the shareholders. The compensation program is intended to reward officers, consultants and directors on the basis of individual performance and achievement of corporate objectives, including the advancement of the acquisition and exploration goals of the Company. The Company's current compensation program is comprised of two components: base salary and long-term incentives such as Options. The Board believes that the granting of Options is an effective way to support the achievement of the Company's long-term performance objectives, ensure officer, consultant and Board commitment to the interests of the Company and its shareholders, and provide compensation opportunities to attract, retain and motivate employees. In making compensation decisions, the Compensation Committee strives to find a balance between short-term and long-term compensation and cash versus equity incentive compensation. Base salaries or fees primarily reward recent performance, and incentive stock options encourage officers, consultants and directors to

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continue to deliver results over a longer period and serve as a retention tool. The annual salary or fee for each officer and consultant, as applicable, is determined by the Compensation Committee and approved by the Board, based on the level of responsibility and experience of the individual, the importance of the position to the Company, the professional qualifications of the individual, and the performance of the individual over time. Each individual’s performance and salaries or fees are to be reviewed periodically. Increases in salary or fees are to be evaluated on an individual basis and are performance based. The amount and award of cash bonuses to key executives is discretionary, depending on, among other factors, the financial performance of the Company.

See “Director and Named Executive Officer Compensation” above for a description of the compensation awarded to each NEO during the most recently completed financial year ended March 31, 2025. Compensation for the most recently completed financial period should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company’s financial resources and prospects.

Pension Plan Benefits

The Company does not have in place any pension plans that provide for payments or benefits at, following, or in connection with retirement.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ website at www.sedarplus.ca.

Dated this 25th day of September, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

“Mike Sieb”

Mike Sieb

President