Grounded Lithium Corp. — Remuneration Information 2022

Apr 27, 2022

VAR RESOURCES CORP.

(the “ Company ”)

STATEMENT OF EXECUTIVE COMPENSATION Form 51-102F6V

Statement of Executive Compensation – Venture Issuers

General

“ Company ” means VAR Resources Corp.;

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

“ named executive officer ” or “ NEO ” means each of the following individuals:

• (a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a CEO;

• (b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a CFO;

• (c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year;

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

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

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof to each NEO and each director of the Company, in any

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

Name andPosition(s)	Year	Salary,ConsultingFee, RetainerorCommission($)	Bonus($)	Committeeor MeetingFees($)	Value ofPerquisites(1)($)	Value of AllOtherCompensation($)	TotalCompensation($)
Dylan BergCEO andDirector(2)	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Ron SchmitzCFO, CorporateSecretary andDirector(3)	2021	38,737(4)	Nil	Nil	Nil	Nil	38,737
	2020	Nil	Nil	Nil	Nil	Nil	Nil
Rose ZanicDirector(5)	2021	4,303(6)	Nil	Nil	Nil	Nil	4,303
Drew BonnellDirector(7)	2021	Nil	Nil	Nil	Nil	Nil	Nil
Douglas L.MasonFormer CEO andPresident(8)	2020	Nil	Nil	Nil	Nil	Nil	Nil
AndrzejKowalskiFormer CFO(9)	2020	Nil	Nil	Nil	Nil	Nil	Nil
Sead HamzagicFormer CFO(10)	2020	7,500	Nil	Nil	Nil	Nil	7,500

(1) “Perquisites” include perquisites provided to a NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director’s total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director’s salary for the financial year if the NEO or director’s total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director’s total salary for the financial year is $500,000 or greater.

(2) Dylan Berg was appointed as CEO and as a director of the Company on March 19, 2021.

• (3) Ron Schmitz was appointed as a director of the Company on September 3, 2020 and as CFO and Corporate Secretary of the Company on March 19, 2021.

• (4) Fees paid to ASI Accounting Services Inc., a company in which Ron Schmitz is principal and President.

(5) Rose Zanic was appointed a director of the Company on February 12, 2021.

(6) Fees paid to RCF Advisors Ltd., a company owned and controlled by Rose Zanic.

(7) Drew Bonnell was appointed a director of the Company on December 7, 2020.

• (8) Douglas L. Mason was appointed as a director of the Company on April 20, 2006, the CEO of the Company on May 16, 2012, and as President of the Company on March 7, 2019. Mr. Mason resigned as the CEO, President and a director of the Company on March 19, 2021.

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• (9) Andrzej Kowalski was the CFO of the Company from February 18, 2020 to March 19, 2021. Mr. Kowalski resigned as a director on December 7, 2020.

• (10)

• Sead Hamzagic resigned as a director and CFO of the Company on January 31, 2020.

Stock Options and Other Compensation Securities

The Company did not grant or issue any compensation securities to any director or NEO in the financial year ended October 31, 2021. During the year ended October 31, 2021, no director or NEO exercised stock options. As at October 31, 2021, no director or NEO held any compensation securities.

Stock Option Plans and Other Incentive Plans

The Company’s current stock option plan (the “ Stock Option Plan ”) is a “rolling” stock option plan, whereby the aggregate number of common shares of the Company (each, a “ Share ”) reserved for issuance, together with any other Shares reserved for issuance under any other plan or agreement of the Company, shall not exceed ten (10%) percent of the total number of issued Shares (calculated on a non-diluted basis) at the time an option is granted. The Stock Option Plan provides that the board of directors of the Company (the “ Board ”) may, from time to time, in its discretion, grant to directors, officers, employees, consultants and other personnel of the Company and its subsidiaries or affiliates, options to purchase Shares. As at April 27, 2022, there were no stock options outstanding under the Stock Option Plan. The Company’s shareholders ratified the Stock Option Plan at the Company’s annual general and special meeting held on April 21, 2021.

The following is a summary of the other material terms of the Stock Option Plan:

1. The maximum aggregate number of Shares that may be issued upon the exercise of stock options granted under the Stock Option Plan shall not exceed 10% of the issued and outstanding share capital of the Company, the exercise price of which, as determined by the Board in its sole discretion, shall not be less than the last closing price of the Shares traded through the facilities of the TSX Venture Exchange (the “ TSXV ”) prior to the announcement of the option grant, or such other price as may be required or permitted by the TSXV, or if the Shares are no longer listed for trading on the TSXV, then such other exchange or quotation system on which the Shares are listed or quoted for trading.

2. The Board shall not grant options to any one person in any 12 month period which will, when exercised, exceed 5% of the issued and outstanding shares of the Company or to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding Shares of the Company.

3. Upon expiry of an option, or in the event an option is otherwise terminated for any reason, the number of Shares in respect of the expired or terminated option shall again be available for the purposes of the Stock Option Plan. All options granted under the Stock Option Plan may not have an expiry date exceeding five

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years from the date on which the Board grants and announces the granting of the option.

1. If the option holder ceases to be a director, officer, employee or consultant of the Company (other than by reason of death) then the option granted shall expire on a date stipulated by the Board at the time of grant and, in any event, must terminate within 60 days after the date on which the option holder ceases to be a director, officer, employee or consultant, subject to the terms and conditions set out in the Stock Option Plan.

Employment, Consulting and Management Agreements

Other than as disclosed below, the Company is not party to any formal employment, consulting or management agreements with respect to any of its other current NEOs or directors.

On February 12, 2021, as amended from time to time, the Company entered into a director services agreement with Rose Zanic, pursuant to which Ms. Zanic agreed to provide services as a director of the Company at a rate of $250 per hour. Subject to the Articles of the Company, the Business Corporations Act (British Columbia), and the policies of the stock exchange on which the Shares are listed form time to time, the term of the agreement is indefinite until such time as Ms. Zanic ceases to be a director of the Company. The Company may terminate the agreement at anytime by providing no less than 10 days’ written notice to Ms. Zanic. In addition, the Company may terminate the agreement immediately upon notice to Ms. Zanic if she breaches certain material provisions contained in the agreement.

On March 19, 2021, the Company entered into a consulting services agreement with ASI Accounting Services Inc., a company in which Ron Schmitz is principal and President, and Mr. Schmitz, pursuant to which Mr. Schmitz, as principal of ASI Accounting Services Inc., agreed to provide services as CFO of the Company at a rate of $125 per hour. Either party may terminate the agreement at any time in the event of the failure of the other party to comply with and perform any of the provisions under the agreement upon written notice to the other party and such party failing to remedy the failure within 15 days of receiving such notice. The Company or ASI Accounting Services Inc. may terminate the agreement upon the giving of 30 days written notice to the other party. The agreement automatically terminates upon the death of Mr. Schmitz.

Oversight and Description of Director and NEO Compensation

The objective of the Company’s compensation program is to compensate the directors and executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development. The primary goal of the Company’s executive compensation program is to:

• (a) attract and retain the qualified key executives necessary for the Company’s long term success;

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• (b) motivate the short term and long term performance of those executives; and

• (c) align the executives interests with the Company’s shareholders.

The Company’s compensation strategy is focused on a performance based incentive reward package, using certain critical measurements that management is able to influence toward the short-term and long-term objectives of the Company.

The significant elements of compensation to be earned or awarded, paid or payable to the NEOs for the most recently completed financial year were: (i) base salary; (ii) bonus and other annual incentive awards; and (iii) other compensations, perquisites. No compensation is directly tied to a specific performance goal such as a milestone or the completion of a transaction. No peer group is formally used to determine compensation.

Cash bonuses are structured to reward business excellence and operation outperformance, based on objective and subjective performance assessments and performance benchmark ratings assessed and approved by the Board. The assessment is focused on the key performance indicators both for overall performance of the Company and for individual performance. The key indicators for determining the Company’s performance included improvement of retailer product distribution, geographic expansion and product development, which are primary factors leading to steady growth of the Company’s assets and shareholders’ value. The measurements for individuals’ performance were focused on (1) leadership, including five areas: vision, initiatives, creativity, flexibility and supervision skills; and (2) deliverables, including the team, products, communication and reporting and documentation.

Pension Plan Benefits

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