GGL Resources Corp. — Remuneration Information 2025

Feb 28, 2025

GGL RESOURCES CORP.
(the “Company”)

FORM 51-102F6V
STATEMENT OF EXECUTIVE COMPENSATION
For the Year ended November 30, 2024

STATEMENT OF EXECUTIVE COMPENSATION

GENERAL

The following information, dated as of February 27, 2025, is provided as required under Form 51-102F6V for Venture Issuers (the “Form”), as such term is defined in National Instrument 51-102.

For the purposes of this Form, a “Named Executive Officer” or “NEO”, means each of the following individuals:

(a) each individual who served, 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 served, 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, as determined in accordance with subsection 1.3(5) of the Form, 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 the financial year.

Based on the foregoing definitions, during the financial year ended November 30, 2024, the Company had two NEOs, namely Mr. W. Douglas Eaton, CEO and Mr. Daniel Martino, CFO.

Director and Named Executive Officer Compensation, excluding Options and Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company and/or its subsidiaries to each NEO and director of the Company for the two most recently completed financial years ended on November 30, 2023 and 2024. Options and compensation securities are disclosed under the heading “Stock Options and Other Compensation Securities” of this Form.

---

Table of compensation excluding compensation securities

Name and Position	Year(1)	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($) (2)	Value of all other compensation ($)	Total compensation ($)
W. DOUGLAS EATON(3)CEO and Director	2024	N/A	N/A	NIL	N/A	N/A	N/A
	2023	N/A	N/A	NIL	N/A	N/A	N/A
DANIEL MARTINO(4)CFO	2024	N/A	N/A	NIL	N/A	35,500(4)	35,500
	2023	N/A	N/A	NIL	N/A	37,500(4)	37,500
WILLIAM A. BARCLAYDirector	2024	N/A	N/A	NIL	N/A	N/A	N/A
	2023	N/A	N/A	NIL	N/A	N/A	N/A
DAVID KELSCH(5)COO, President and Director	2024	N/A	N/A	NIL	N/A	29,025(5)	29,025
	2023	N/A	N/A	NIL	N/A	31,725(5)	31,725
MATTHEW A. T. TURNER(6)Director	2024	N/A	N/A	NIL	N/A	N/A	N/A
	2023	N/A	N/A	NIL	N/A	N/A	N/A
ELIZABETH F. WALLINGERDirector	2024	N/A	N/A	NIL	N/A	N/A	N/A
	2023	N/A	N/A	NIL	N/A	N/A	N/A

Notes:
(1) Fiscal year end November 30.
(2) The Company does not have any perquisites.
(3) Mr. Eaton resigned as CEO and director on January 28, 2025,
(4) During 2024, the Company was charged by Donaldson Brohman Martin CPA Inc. ("DBM CPA") (a firm in which Mr. Martino is a principal), for accounting and tax services in the amount of $35,500 (2023 - $37,500). Mr. Martino was appointed as CFO on March 2, 2022. DBM CPA provides the Company with accounting and tax services. See "Employment, Consulting and Management Agreements" (c).
(5) Mr. Kelsch is the President and COO of the Company. The Company was charged by Dave Kelsch Consulting Ltd. ("DKCL"), a company wholly owned by Mr. Kelsch, for consulting, and technical and professional fees. DKCL charged $29,025 during 2024 (2023 - $31,725). See "Employment, Consulting and Management Agreements" (b).
(6) Mr. Turner was appointed interim CEO on January 28, 2025.

Stock Options and Other Compensation Securities

The following table of compensation securities provides a summary of all compensation securities granted or issued by the Company to each NEO and director of the Company for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries as at November 30, 2024:

---

3

Name and position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Expiry date
W. DOUGLAS EATON
CEO and Director	Stock Options	320,000
200,000
225,000	April 27, 2023
March 2, 2022
August 10, 2020	$0.07
$0.18
$0.15	April 27, 2028
March 2, 2027
August 10, 2025
DANIEL MARTINO
CFO	Stock Options	270,000
170,000	April 27, 2023
March 2, 2022	$0.07
$0.18	April 27, 2028
March 2, 2027
WILLIAM A. BARCLAY
Director	Stock Options	270,000
170,000
150,000	April 27, 2023
March 2, 2022
August 10, 2020	$0.07
$0.18
$0.15	April 28, 2028
March 2, 2027
August 10, 2025
DAVID KELSCH
COO, President and Director	Stock Options	320,000
200,000
275,000	April 27, 2023
March 2, 2022
August 10, 2020	$0.07
$0.18
$0.15	April 27, 2028
March 2, 2027
August 10, 2025
MATTHEW A. T. TURNER
Director	Stock Options	270,000
170,000
150,000	April 27, 2023
March 2, 2022
August 10, 2020	$0.07
$0.18
$0.15	April 27, 2028
March 2, 2027
August 10, 2025
ELIZABETH F. WALLINGER
Director	Stock Options	270,000
170,000
150,000	April 27, 2023
March 2, 2022
August 10, 2020	$0.07
$0.18
$0.15	April 27, 2028
March 2, 2027
August 10, 2025

No compensation securities were exercised by the NEOs or directors of the Company for the years ended November 30, 2024 and 2023. No compensation securities were granted during the year ended November 30, 2024.

Stock Option Plan

The Company has no other incentive plans other than its stock option plan (“Stock Option Plan” or the “Plan”).

On September 9, 2022 a new stock option plan (the “Plan”) was adopted by the Board to specifically address the TSXV’s current Policies for Stock Option Plans. Under the Plan, based on the issued capital of the Company as of November 30, 2024, the Company would have available for the grant of stock options up to 9,185,747 Common shares, being 10% of the issued capital of the Company. This number increases as the issued capital of the Company increases. Of these 9,185,747 Common shares, 5,515,000 Common shares were reserved for outstanding stock options as at November 30, 2024. The Plan was approved and ratified by the shareholders of the Company at the 2022, 2023, and 2024 annual general and special meetings. The Plan was accepted for filing by the TSXV on April 5, 2023, January 3, 2024, and June 5, 2024. The policies of the TSXV require annual ratification of “rolling” stock option plans by the shareholders of the Company. Accordingly, the Company will be seeking the approval of its shareholders to the ratification of the Stock Option Plan at its next annual general meeting of shareholders.

---

4

Purpose of the Plan

The purpose of the Plan is to provide directors, officers, employees, consultants and service providers of the Company with a proprietary interest in the Company through the grant of options to purchase Common shares of the Company. By the grant of such options, the Company intends to increase the interest in the Company’s welfare of those directors, officers, employees, consultants and service providers who share the responsibility for the management, growth and protection of the business of the Company, to furnish an incentive to such persons to continue their services for the Company and to provide a means through and by which the Company may attract capable persons to join the Board and management of the Company and to be employed by the Company.

General Description/Exchange Policies

The Plan is administered by the Compensation Committee (the “Committee”) appointed for such purpose by the Board.

The following is a brief description of the principal terms of the Plan, which description is qualified in its entirety by the terms of the Plan:

1. persons eligible to be granted security based compensation under the Plan are directors, senior officers, employees, management company employees and consultants of the Company and its subsidiary;
2. the maximum number of shares in respect of which options may be outstanding under the Plan at any given time is equivalent to 10% of the issued and outstanding shares of the Company at that time, less the number of shares, if any, subject to existing options;
3. unless otherwise specified by the Board of Directors (“Board”) at the time of grant, all options granted under the Plan shall vest and become exercisable in full upon grant, except options granted to eligible persons performing investor relations activities, including consultants, which options must vest in stages over twelve months with no more than one-quarter of the options vesting in any three month period;
4. the expiry date for each option shall be set by the Board at the time of issue of the option and shall not be more than ten years after the grant date, subject to item number 9 below;
5. following the termination of an optionee's employment, directorship, consulting agreement or other qualified position, the optionee's option shall terminate upon the expiry of such period of time following termination, not to exceed 90 days (30 days if the optionee is engaged in providing investor relations services), as has been determined by the directors;
6. an option granted under the Plan will terminate one year following the death of the optionee. These provisions do not have the effect of extending the term of an option which would have expired earlier in accordance with its terms, and do not apply to any portion of an option which had not vested at the time of death or other termination;
7. in any 12 month period no one person may receive options on more than 5% of the issued and outstanding shares of the Company (the "Outstanding Shares"), no one consultant may receive options on more than 2% of the Outstanding Shares, options granted to Eligible persons employed to provide investor relations services may not exceed, in the aggregate, 2% of the Outstanding Shares, and the maximum number of shares issuable to insiders as a group shall not exceed 10% of the total number of Outstanding shares;
8. the maximum number of shares issuable to insiders as a group shall not exceed 10% of the total number of Outstanding shares at any one point in time;
9. options may not be granted at prices that are less than the Discounted Market Price as defined in the Exchange’s policy which, subject to certain exceptions, generally means the most recent closing price of

---

5

the Company's shares on the Exchange, less the maximum discount permitted by the Exchange based on the trading value of the Company's shares;

1. for any option which would otherwise expire during the period during which the Optionee was prohibited from trading in the Company’s securities (a “Blackout Period”), the term of such option shall be extended such that the option shall expire at the close of business on the tenth business day subsequent to the date the Blackout Period has been terminated;

2. all options shall be non-assignable and non-transferable except as between an optionee and a wholly owned personal corporation, with the consent of the TSX Venture Exchange;

3. a “disinterested shareholder vote” is required to approve the decrease in the exercise price of stock options previously granted to insiders prior to exercise of such repriced stock options, or to approve the extension to the expiry date of any option granted to insiders; and

4. in the event of a reorganization of the Company or the amalgamation, merger or consolidation of the shares of the Company, the Board of Directors shall make such appropriate provisions for the protection of the rights of the optionee as it may deem advisable.

At the date of this Form, the Company had 95,857,475 common shares issued and outstanding so that a maximum of 9,585,747 common shares would be available for issuance pursuant to the stock options granted under the Stock Option Plan. Currently, there are 5,665,000 stock options outstanding leaving 3,920,747 common shares available for the grant of stock options under the Stock Option Plan.

Oversight and Description of Director and Named Executive Officer Compensation

Named Executive Officer Compensation

The Board determines Named Executive Officer compensation at the recommendation of the Compensation Committee. The Compensation Committee consists of Matthew A.T. Turner (Chair), Elizabeth F. Wallinger and William A. Barclay, two of whom are independent directors. Mr. Turner was appointed interim CEO upon Mr. Eaton’s resignation effective January 28, 2025.

In setting salaries, the directors do not rely solely upon benchmarking, mathematical formulas or hierarchy. Salary levels for NEOs are based on the executive’s qualifications, experience and responsibilities within the Company, and are intended to be competitive with salaries paid to others in comparable positions within the same industry. In reviewing comparative data, the directors do not engage in benchmarking for the purpose of establishing compensation levels relative to any predetermined level and do not compare the Company’s compensation to a specific peer group of companies.

The Company is an exploration stage mining company and will not be generating revenues from operations for the foreseeable future. As a result, the use of traditional performance standards, such as corporate profitability and earnings per share, are not considered by the directors to be relevant in the evaluation of NEO performance.

For the year ended November 30, 2024, the NEO that is owed compensation for his services is Mr. Martino, CFO. $11,500 is accrued as owing to DBM CPA, a firm in which Mr. Martino is a principal, for 2024 accounting and tax services.

In addition, the Company provides a long-term incentive by granting stock options to executive officers in accordance with the policies of the TSXV. The objective of granting options is to encourage executive officers to acquire an ownership interest in the Company over a period of time, which acts as a financial incentive for such executive officers to consider the long-term interests of the Company and its shareholders.

When determining the number of stock options to be granted to an executive officer, the Compensation Committee takes into account the number and terms of outstanding stock options and vesting provisions when determining

---

6

whether or not new stock option grants should be made to such executive officer. See “Stock Option Plan” for a description of the plan.

The Company does not grant share-based awards and does not have a non-equity incentive plan in place.

Director Compensation

The Board determines director compensation for the Company from time to time based on recommendations of the Compensation Committee. None of the directors receives any monetary compensation from the Company for serving on any committee of the Company or for attending any committee or Board meetings. Directors are entitled to receive stock options based on the level of participation of each director in various committees of the Company.

See “Stock Option Plan” for a description of the plan.

Employment, Consulting and Management Agreements

(a) As of November 1, 2017, office space, some administrative support and geological services are provided by Archer, Cathro & Associates (1981) Limited (“Archer”). Archer is a consulting firm in which Mr. W. Douglas Eaton, a director and CEO of the Company (up to January 28, 2025), owned a minority interest until February 28, 2022. As at November 30, 2024, a total of $4,243 is owed to Archer for office space, administrative support, and geological services. No fees were charged for Mr Eaton’s services to the Company.

(b) By a Services Agreement dated November 6, 2017, between the Company and Dave Kelsch Consulting Ltd. (“DKCL”), a wholly owned personal holding company of David Kelsch, the Company engaged the services of David Kelsch as President and Chief Operating Officer.

(c) Donaldson Brohman Martin, CPA Inc. Chartered Professional Accountants (“DBM CPA”), has been providing accounting services to the Company since 2017. Mr. Larry Donaldson, former CFO is a principal of DBM CPA. Mr. Donaldson resigned as CFO on March 2, 2022. Mr. Daniel D. Martino was appointed CFO on March 2, 2022 and is also a principal of DBM CPA.

(d) The Company’s registered office is care of Tupper Jonsson & Yeadon, a law firm in which a personal law corporation controlled by Glenn Yeadon, is associated in the practice of law. Said personal law corporation provides legal services to the Company. Mr. Yeadon is considered an insider of the Company by virtue of being a director and the corporate secretary of Strategic Metals Ltd., which is itself an insider of the Company.

Termination and Change of Control Benefits

Except as set out above, the Company has no contract, agreement, plan or arrangement with the Named Executive Officers and directors at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a NEO’s or director’s responsibilities.

Pension Plan Benefits

The Company does not have in place any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.