Group Eleven Resources Corp. — Remuneration Information 2025

Apr 28, 2025

GROUP ELEVEN RESOURCES CORP.
(the "Company")

FORM 51-102F6V
STATEMENT OF EXECUTIVE COMPENSATION

The following disclosure sets forth the compensation paid, awarded, granted, given or otherwise provided to each named executive officer and director for the two most recently completed financial years.

General

For the purpose of this Statement of Executive Compensation:

“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 (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);

“NEO” or “named executive officer” means:

(a) each individual who served as chief executive officer (“CEO”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,

(b) each individual who served as chief financial officer (“CFO”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,

(c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than 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 an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries (if any), nor 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 thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct

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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:

Name and Position	Fiscal Year Ended	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of all other Compensation ($)	Total Compensation ($)
Bart Jaworski	2024	223,024	Nil	Nil	Nil	Nil	223,024
CEO and a Director	2023	201,425	Nil	Nil	Nil	Nil	201,425
Jeannine	2024	96,000	Nil	Nil	Nil	Nil	96,000
Webb	2023	96,000	Nil	Nil	Nil	Nil	96,000
CFO
David Furlong	2024	178,904	Nil	Nil	Nil	Nil	178,904
Chief Operating Officer	2023	162,454	Nil	Nil	Nil	Nil	162,454
Alessandro Bitelli	2024	Nil	Nil	20,000 (7)	Nil	Nil	20,000
Director	2023	Nil	Nil	20,000 (8)	Nil	Nil	20,000
Brendan	2024	Nil	Nil	20,000 (7)	Nil	Nil	20,000
Cahill Director	2023	Nil	Nil	20,000 (8)	Nil	Nil	20,000
Daniel	2024	Nil	Nil	20,000 (7)	Nil	Nil	20,000
MacInnis Director	2023	Nil	Nil	20,000 (8)	Nil	Nil	20,000
Ken Klassen (1)(2)	2024	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Gatlin Smeijers (3)(4)	2024	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	N/A	N/A	N/A	N/A	N/A	N/A
Michael Gentile (5)	2024	Nil	120,000 (9)	Nil	Nil	Nil	120,000
Director	2023	N/A	N/A	N/A	N/A	N/A	N/A
Franz Bollman (6)	2024	N/A	N/A	N/A	N/A	N/A	N/A
Director	2023	N/A	N/A	N/A	N/A	N/A	N/A

Notes:
(1) Mr. Klassen received an hourly consulting fee from Glencore Canada Corporation for time spent in his role as a Director, in the amount of US$109,000 for the year ended December 31, 2023 and reimbursement for reasonable out-of-pocket expenses.
(2) Mr. Klassen ceased to be a director of the Company on October 8, 2024.
(3) Mr. Smeijers was appointed a director of the Company on October 8, 2024.
(4) Mr. Smeijers ceased to be a director of the Company on March 31, 2025.
(5) Mr. Gentile was appointed a director of the Company on November 4, 2024.
(6) Mr. Bollman was appointed a director of the Company on March 31, 2025
(7) On November 1, 2024, each non-executive director's fees other than Mr. Klassen were settled by way of issuance of 300,000 Deferred Share Units at $0.20 each in respect of services provided during the year ended December 31, 2023..
(8) On June 7, 2023, each non-executive director's fees other than Mr. Klassen were settled by way of issuance of 571,428 Deferred Share Units at $0.07 each in respect of services provided during the years ended December 31, 2020 and 2022.
(9) On December 18, 224, Mr. Gentile received a one-time signing bonus in the amount of $120,000.

Stock Options and Other Compensation Securities

The following table sets out information concerning all compensation securities granted or issued to each director and NEO by the Company in the financial year ended December 31, 2024, 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	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
Bart Jaworski^{(1)}
CEO, Director	Stock Options	300,000
16.8%	November 1, 2024	$0.190	$0.175	$0.180	November 1, 2029
Jeannine Webb^{(2)}
CFO	Stock Options	200,000
11.2%	November 1, 2024	$0.190	$0.175	$0.180	November 1, 2029
David Furlong^{(3)}
Chief Operating Officer	Stock Options	200,000
11.2%	November 1, 2024	$0.190	$0.175	$0.180	November 1, 2029
Alessandro Bitelli^{(3)}
Director	Stock Options	150,000
8.4%	November 1, 2024	$0.190	$0.175	$0.180	November 1, 2029
Brendan Cahill^{(5)}
Director	Stock Options	150,000
8.4%	November 1, 2024	$0.190	$0.175	$0.180	November 1, 2029
Daniel MacInnis^{(6)}
Director	Stock Options	150,000
8.4%	November 1, 2024	$0.190	$0.175	$0.180	November 1, 2029
Ken Klassen^{(7)}
Director	Stock Options	N/A	N/A	N/A	N/A	N/A	N/A
Michael Gentile^{(8)}
Director	Stock Options	150,000
100.0%	November 4, 2024	$0.190	$0.190	$0.180	November 4, 2029

Notes:
(1) As at December 31, 2024, Mr. Jaworski held an aggregate of 1,200,000 stock options, of which 300,000 stock options are exercisable at $0.09 per Common Share until expiry on October 2, 2025, 300,000 stock options are exercisable at $0.10 per Common Share until expiry on September 13, 2027, 300,000 stock options are exercisable at $0.11 per Common Share until expiry on October 13, 2028, and 300,000 stock options are exercisable at $0.19 per Common Share until expiry on November 1, 2029.
(2) As at December 31, 2024, Ms. Webb held an aggregate of 600,000 stock option, of which 200,000 stock options exercisable at $0.10 per Common Share until expiry on September 13, 2027, 200,000 stock options exercisable at $0.11 per Common Share until expiry on October 13, 2028, and 200,000 stock options are exercisable at $0.19 per Common Share until expiry on November 1, 2029.
(3) As at December 31, 2024, Mr. Furlong held an aggregate of 750,000 stock options, of which 150,000 stock options are exercisable at $0.09 per Common Share until expiry on October 2, 2025, 200,000 stock options are exercisable at $0.10 per Common Share until expiry on September 13, 2027, 200,000 stock options are exercisable at $0.11 per Common Share until expiry on October 13, 2028, and 200,000 stock options are exercisable at $0.19 per Common Share until expiry on November 1, 2029.
(4) As at December 31, 2024, Mr. Bitelli held an aggregate of 600,000 stock options, of which 150,000 stock options are exercisable at $0.09 per Common Share until expiry on October 2, 2025, 150,000 stock options exercisable at $0.10 per Common Share until expiry on September 13, 2027, 150,000 stock options are exercisable at $0.11 per Common Share until expiry on October 13, 2028, and 150,000 stock options are exercisable at $0.19 per Common Share until expiry on November 1, 2029; and 1,260,317 deferred share units. The deferred share units received on June 7, 2023 were received in settlement of directorship services provided during the years ended December 31, 2020 and 2022, and the deferred share units received on November 1, 2024 were received in settlement of directorship services provided during the year ended December 31, 2023.
(5) As at December 31, 2024, Mr. Cahill held an aggregate of 600,000 stock options, of which 150,000 stock options are exercisable at $0.09 per Common Share until expiry on October 2, 2025, 150,000 stock options exercisable at $0.10 per Common Share until expiry on September 13, 2027, 150,000 stock options are exercisable at $0.11 per Common Share until expiry on October 13, 2028, and 150,000 stock options are exercisable at $0.19 per Common Share until expiry on November 1, 2029; and 1,260,317 deferred share units. The deferred share units received on June 7, 2023 were received in settlement of directorship services provided during the years ended December 31, 2020 and 2022, and the deferred share units received on November 1, 2024 were received in settlement of directorship services provided during the year ended December 31, 2023.
(6) As at December 31, 2024, Mr. MacInnis held an aggregate of 600,000 stock options, of which 150,000 stock options are exercisable at $0.09 per Common Share until expiry on October 2, 2025, 150,000 stock options exercisable at $0.10 per Common Share until expiry on September 13, 2027, 150,000 stock options are exercisable at $0.11 per Common Share until expiry on October 13, 2028, and 150,000 stock options are exercisable at $0.19 per Common Share until expiry on November 1, 2029; and 1,260,317 deferred share units. The deferred share units received on June 7, 2023 were received in settlement of directorship services provided during the years ended December 31, 2020 and 2022, and the deferred share units received on November 1, 2024 were received in settlement of directorship services provided during the year ended December 31, 2023.

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(7) As at December 31, 2024, Mr. Klassen held an aggregate of 350,000 stock options, of which 200,000 stock options are exercisable at $0.09 per Common Share until expiry on October 2, 2025 and 150,000 stock options are exercisable at $0.10 per Common Share until expiry on September 13, 2027.
(8) As at December 31, 2024, Mr. Gentile held an aggregate of 150,000 stock options exercisable at $0.19 per Common Share until expiry on November 4, 2029.

Exercise Compensation Securities by Directors and Named Executive Officers

The following table sets out information concerning each exercise by a director or an NEO of compensation securities during the financial year ended December 31, 2024.

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	of Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Bart Jaworski
CEO, Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Jeannine Webb
CFO	N/A	N/A	N/A	N/A	N/A	N/A	N/A
David Furlong
Chief Operating Officer	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Alessandro Bitelli
Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Brendan Cahill
Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Daniel MacInnis
Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Ken Klassen
Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Shaun Heinrichs
Former CFO	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Stock Plans and other Incentive Plans

10% Rolling Share Option Plan

The Company's current stock option plan (the "Option Plan") is a "rolling" share option plan, whereby the aggregate number of Common shares reserved for issuance, together with any other Common 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 Common shares (calculated on a non-diluted basis) at the time an option is granted. The Plan provides that 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 Common shares of the Company. As December 31, 2024, there were 6,190,000 options outstanding under the Plan. The Plan was last approved by the shareholders of the Company on July 22, 2024.

A copy of the Plan is available for review by contacting the Company's CFO at: i.webb@groupelevenresources.com during normal business hours.

Deferred Share Unit Plan

The Board adopted a deferred share unit plan (the "DSU Plan") effective as of January 1, 2018. The purpose of the DSU Plan is to promote the alignment of interests between the directors and Shareholders

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while enabling directors to participate in the long-term success of the Company through the grant of DSUs. Upon vesting, each DSU awarded entitles the DSU holder to receive, subject to adjustment as provided for in the DSU Plan, the issuance of either Common shares or the equivalent of a lump sum cash payment at the option of the Company. For the purposes of the DSU Plan, the value of the DSU on the Settlement Date is the market price, being the volume-weighted average price of the Common shares on the TSX Venture Exchange (the "TSX-V") for the five trading days immediately preceding such Settlement Date, but if the Common shares did not trade on such trading days, the market price shall be average of the bid and ask prices in respect of the Common shares at the close of trading on such trading day. As December 31, 2024, there were 3,780,950 DSUs outstanding under the Plan.

A copy of the DSU Plan is available for review by contacting the Company's CFO at: j.webb@groupelevenresources.com during normal business hours.

Restricted Share Unit Plan

The Board adopted a restricted share unit plan (the "RSU Plan") effective as of July 2, 2019. The Board decided that it is desirable to have a wide range of incentive plans including the RSU Plan in place to attract, retain and motivate employees, directors and consultants of the Company. As at December 31, 2024, there were no RSUs outstanding under the Plan.

A copy of the RSU Plan is available for review by contacting the Company's CFO at: j.webb@groupelevenresources.com during normal business hours.

Employment, Consulting and Management Agreements

Other than as disclosed below, the Company or any of its subsidiaries has not entered into any agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries that were (a) performed by a director or NEO, or (b) performed by any other party but are services typically provided by a director or a NEO.

The Company has an employment agreement in place with its CEO and Chief Operating Officer ("COO"), and a consulting agreement in place for the CFO (collectively, the "Management Agreements" and individually a "Management Agreement"). The Management Agreements provide for base salary or fee, discretionary bonuses and stock option awards, as approved by the Board, paid vacation and enrolment in the Company's benefits plan as applicable, which benefits are generally available to all employees of the Company and provide payment on termination without just cause as described below.

Termination and Change of Control Benefits

The Management Agreements provide certain payments to each NEO as well as the COO (together, the "Officers") in the event his or her services are terminated by the Company without cause. No amounts except accrued services up to the date of the termination are payable in the event the Officers are terminated for cause or resigns voluntarily.

Each Management Agreement provides that:

a) the Officers may terminate their engagement with the Company upon three months' written notice to the Company; and

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b) the Company may terminate its engagement with the Officers upon delivery of three months' written notice to the respective party; and

c) if the Officers are terminated other than "for cause", the Company is required to pay to the respective party a severance amount equal to 24 months salary (Jaworski) and, 12 months fees (Furlong) based on the current approved retainer amounts plus any bonuses that are payable as well as full vesting of any outstanding options.

d) termination payments that would have been payable to each of the Officers had his or her services been terminated without cause on December 31, 2024 are as follows:

• Jaworski - €276,000
• Webb – $nil
• Furlong - €103,500

Oversight and Description of Director and NEO Compensation

The Governance Committee assists the Board in fulfilling its obligations relating to compensation issues. The Governance Committee acts alone when considering the compensation of the CEO. The proposed executive compensation is then presented to the Board for approval. The Governance Committee also makes recommendations to the Board respecting the Company's incentive compensation plans, including administration of the Share Option Plan, DSU Plan and RSU Plan and must discharge all responsibilities imposed on the Governance Committee by the Company's incentive compensation plans. It has the responsibilities of reviewing and recommending director compensation, overseeing the Company's base compensation structure and equity-based compensation program, recommending compensation of the Company's officers and employees to the Board, and evaluating the performance of officers generally and in light of annual goals and objectives.

Furthermore, the Governance Committee may, at the request of the Board, review, approve and/or monitor compensation programs and strategies applicable to senior management, and review the corporate succession and development plans of the Company at the executive level. It reviews the compensation of senior management on a semi-annual basis and keeps current with developments in executive compensation for companies engaged in similar industries or that are of a similar size. The Governance Committee also reviews and approves any proposed severance termination payments to be made and prepares and issues all evaluations and reports under applicable law.

The compensation program for senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including alignment with Shareholders' interests, attracting and retaining highly qualified management, stewardship of existing capital resources, and focusing on linking compensation with achieving business objectives and financial results. To meet these objectives, the Board has focused primarily on stock-based compensation to ensure long term alignment of senior management and allow for the focused use of existing funds on exploration at the Company's properties.

Pension Plan Benefits

The Company does not operate any pension plans or provide any retirement benefits for its directors or employees.