KORE Mining Ltd. — Remuneration Information 2020

Jun 30, 2020

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KORE MINING LTD. (the “ Company ”)

Form 51-102F6V

Statement of Executive Compensation – Venture Issuers (for the year ended December 31, 2019)

For the purpose of this Statement of Executive Compensation:

“company” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

“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;

“incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“ 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 chief executive officer;

• (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 chief financial officer;

• (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;

• (d) each individual who would be a named executive officer 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

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

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

The following information is presented in accordance with Form 51-102F6V – Statement of Executive Compensatio n – Venture Issuers and provides details of all compensation for each of the directors and named executive officers of the Company for the years ended December 31, 2019 and 2018.

During the financial year ended December 31, 2019, the Company had six (6) NEOs: Scott Trebilcock, President, CEO and a director, Jessica Van Den Akker, CFO, James Hynes, Executive Chairman and former Chief Operating Officer (“ COO ”), Marc Leduc, COO, Adrian Rothwell, former President and CEO and a director and Alan Ahlgren, former CFO. There were no other executive officers of the Company who individually earned more than $150,000 in total compensation.

Director and Named Executive Officer Compensation (excluding Compensation Securities)

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each current and former NEO and director, in any capacity, for the years ended December 31, 2019 and 2018.

		Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Scott Trebilcock(1) President, CEO and a Director	2019 2018	100,000 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	100,000 Nil
Jessica Van Den Akker (2) CFO	2019 2018	50,000 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	50,000 Nil
James Hynes(3) (4) (10) Executive Chairman	2019 2018	225,000 41,667	Nil Nil	Nil Nil	Nil Nil	Nil Ni	225,000 41,667
Marc Leduc(5) COO	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	45,250 Nil
Alan Ahlgren(6) (7) Former CFO	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	3,500 Nil
Brendan Cahill(10) Director	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Robert J (“Don”) MacDonald(10) Director	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Harry Pokrandt(10) Director	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Adrian Rothwell(8) (9) (10) Former President and CEO and a Director	2019 2018	166,667 41,667	Nil Nil	Nil Nil	Nil Nil	Nil Nil	166,667 41,667

Notes:

• (1) Mr. Trebilcock was appointed President and CEO on July 3, 2019.

• (2) Ms. Van Den Akker was appointed CFO on February 1, 2019.

(3) Management fees paid to 1081646 BC Ltd, a company controlled by Mr. Hynes. 1081646 BC Ltd.receives $200,000 (effective July 1, 2019, previously - $250,000) per year pursuant to a consulting agreement dated July 1, 2016. Amounts shown in the table above reflect

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fees paid since the completion of the transaction with Eureka Resources Inc. on October 30, 2018, whereupon the Company became a publicly reporting entity.

• (4) Mr. Hynes served as COO from October 30, 2018 to October 29, 2019.

• (5) Mr. Leduc was appointed COO on October 29, 2019.

• (6) Accounting fees of $3,500 (2018 - $52,042) were paid to Seatrend Strategy Group, a company in which Mr. Ahlgren is an employee.

• (7) Mr. Ahlgren served as CFO from October 30, 2018 to February 1, 2019.

• (8) Mr. Rothwell receives $250,000 per year pursuant to a consulting agreement dated July 1, 2016. Amounts shown in the table above reflect fees paid since the completion of the transaction with Eureka Resources Inc. on October 30, 2018, whereupon the Company became a publicly reporting entity.

• (9) Mr. Rothwell served as the President and CEO from October 30, 2018 to July 3, 2019.

• (10) On October 30, 2018, Messrs. Rothwell, Hynes, Pokrandt, MacDonald and Cahill were appointed as directors.

Stock Options and Other Compensation Securities

Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended December 31, 2019, for services provided or to be provided, directly or indirectly, to the Company are set out below:

Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended December 31, 2019, for services provided or to be provided, directly or indirectly, to the Company are set out below:	Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended December 31, 2019, for services provided or to be provided, directly or indirectly, to the Company are set out below:	Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended December 31, 2019, for services provided or to be provided, directly or indirectly, to the Company are set out below:	Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended December 31, 2019, for services provided or to be provided, directly or indirectly, to the Company are set out below:	Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended December 31, 2019, for services provided or to be provided, directly or indirectly, to the Company are set out below:	Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended December 31, 2019, for services provided or to be provided, directly or indirectly, to the Company are set out below:	Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended December 31, 2019, for services provided or to be provided, directly or indirectly, to the Company are set out below:	Particulars of the compensation securities granted or issued to each director and named executive officer by the Company during the year ended December 31, 2019, for services provided or to be provided, directly or indirectly, to the Company are set out below:
			Compensation Securities
Name and Position	Type of compen sation 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(1) ($)	Expiry date
Scott Trebilcock President, CEO and a Director	Options	2,600,000(5)	July 3, 2019	$0.27	$0.27	$0.29	July 2, 2024
Jessica Van Den Akker CFO	Options	150,000(3)	May 9, 2019	0.25	$0.22	$0.29	May 9, 2024
James Hynes Executive Chairman	Options	250,000(3) 500,000(4)	November 2, 2018 January13,2019	$0.50 $0.14	$0.35 $0.14	$0.29	November 2, 2023 January13,2024
Marc Leduc COO	Options	500,000(6)	October 18, 2024	$0.29	$0.29	$0.29	October 24, 2024
Alan Ahlgren Former CFO	Options	Nil(2)	NA	NA	NA	$0.29	NA
Brendan Cahill Director	Options	250,000(3) 500,000(4)	November 2, 2018 January 13, 2019	$0.50 $0.14	$0.35 $0.14	$0.29	November 2, 2023 January 13, 2024
Robert J. (Don) MacDonald Director	Options	250,000(3) 500,000(4)	November 2, 2018 January 13, 2019	$0.50 $0.14	$0.35 $0.14	$0.29	November 2, 2023 January 13, 2024
Harry Pokrandt Director	Options	250,000(3) 500,000(4)	November 2, 2018 January 13, 2019	$0.50 $0.14	$0.35 $0.14	$0.29	November 2, 2023 January13,2024
Adrian Rothwell Former President and CEO and a Director	Options	250,000(3) 500,000(4)	November 2, 2018 January13,2019	$0.50 $0.14	$0.35 $0.14	$0.29	November 2, 2023 January13,2024

Notes:

(1) Reflects the closing price of the common shares of the Company on the Exchange (as defined below) on December 31, 2019.

• (2) Effective February 1, 2019, Mr. Ahlgren resigned as CFO of the Company, resulting in the accelerated expiry of his stock options, which expired unexercised.

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• (3) Each option entitles the holder to acquire one common share of the Company upon exercise. Options vested on the date of grant.

• (4) Each option entitles the holder to acquire one common share of the Company upon exercise. Options vest one third on the date of grant, and one third each year thereafter.

• (5) Each option entitles the holder to acquire one common share of the Company upon exercise. 1,500,000 options vested on the date of grant, 550,000 vest one year after the date of grant, and 550,000 vest two years after the date of grant.

• (6) Each option entitles the holder to acquire one common share of the Company upon exercise. 250,00 options vested on the date of grant and 250,000 vest five months after the date of grant.

• (7) As at December 31, 2019, Mr. Trebilcock held 2,600,000 options, Ms. Van Den Akker held 150,000 options, Mr. Leduc held 500,000 options and each of Mr. Hynes, Mr. Cahill, Mr. MacDonald, Mr. Pokrandt and Mr. Rothwell held 750,000 options.

Exercise of Compensation Securities

During the year ended December 31, 2019 none of the directors or NEOs of the Company exercised any compensation securities.

Stock Option Plan

The Company has in effect a “rolling” stock option plan (the “ Stock Option Plan ”) which sets the number of options available for grant by the Company at an amount equal to up to a maximum of 10% of the Company’s issued and outstanding common shares from time to time, less any common shares reserved for issuance under other share compensation arrangements. Under the policies of the TSX Venture Exchange (the “ Exchange ”) a rolling stock option plan must be re-approved on a yearly basis by shareholders. The Stock Option Plan was re-approved at the October 10, 2019 special general meeting of the Company’s shareholders.

The purpose of the Stock Option Plan is to provide effective incentives to directors, officers, senior management personnel and employees of the Company and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company’s shareholders. The Company has no equity compensation plans other than the Stock Option Plan. Some of the key provisions of the Stock Option Plan are as follows:

• the Stock Option Plan reserves, for issue pursuant to stock options, a maximum number of common shares equal to 10% of the outstanding common shares of the Company from time to time;

• the number of common shares reserved for issue to any one person in any 12 month period under the Stock Option Plan may not exceed 5% of the outstanding common shares at the time of grant without Disinterested Shareholder Approval (as defined in Policy 4.4 of the Exchange);

• the number of common shares reserved for issue to any persons performing investor relations activities on behalf of the Company in any 12 month period under the Stock Option Plan may not exceed 2% of the outstanding common shares at the time of grant;

• stock options granted to consultants performing investor relations activities must vest (and not otherwise be exercisable) in stages over a minimum of 12 months with no more than ¼ of the options vesting in any 3 month period;

• the grant to insiders within a 12 month period, of a number of options may not exceed 10% of the outstanding common shares at the time of exercise without Disinterested Shareholder Approval;

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• the issuance to any one optionee within a 12 month period, of a number of shares exceeding 5% of the outstanding common shares at the time of granting the options without Disinterested Shareholder Approval;

• the exercise price per common share for a stock option may not be less than the Discounted Market Price (as calculated pursuant to the policies of the Exchange), subject to a minimum price of $0.10;

• stock options may have a term not exceeding five years;

• if an optionee dies prior to the expiry of his option, his heirs, administrators or legal representatives may, by the earlier of (a) one year from the date of the optionee’s death (or such lesser period as may be specified by the Board of Directors at the time of granting the option); and (b) the expiry date of the option, exercise any portion of such option;

• if an optionee ceases to be a Director, Officer, employee or consultant for any reason other than death, such optionee’s option will terminate within a reasonable period;

• stock options are non-assignable and non-transferable; and

• the Stock Option Plan contains provisions for adjustment in the number of common shares or other property issuable on exercise of stock options in the event of a share consolidation or subdivision of the Company’s common shares, or if the Company is a party to a reorganization, merger, dissolution or its common shares are exchanged or reclassified in any way.

As of the date hereof, the Company does not have any incentive plans other than the Stock Option Plan.

Employment, Consulting and Management Agreements and Arrangements

Pursuant to a consulting agreement dated July 1, 2016 between 1184938 BC Ltd. (formerly KORE Mining Ltd.) and Mr. Adrian Rothwell, 1184938 BC Ltd. agreed to pay Mr. Rothwell a consulting fee of $20,833 per month for a term of two years, which may be extended for a further two years. The agreement may be terminated at any time by the Company with 60 days’ notice. In the event the agreement is terminated in the 12-month period following a Change of Control (as defined in Mr. Rothwell’s agreement with the Company), the Company must pay Mr. Rothwell a lump sum payment equal to 24 months’ fees and all unexercised and unvested stock options shall immediately vest and be exercisable by the earlier of a) the expiry date of the options or b) 12 months after the date on which the consulting agreement is terminated. Effective July 3, 2019, the Company terminated the agreement and paid Mr. Rothwell two months’ severance in lieu of notice.

Pursuant to a consulting agreement dated July 1, 2016 between 1184938 BC Ltd.(formerly KORE Mining Ltd.) and 1081646 BC Ltd., a company controlled by Mr. Hynes, 1184938 BC Ltd. agreed to pay 1081646 BC Ltd. a consulting fee of $20,833 per month for a term of two years, which may be extended for a further two years. The agreement may be terminated at any time by the company with 60 days’ notice. In the event the agreement is terminated in the 12 month period following a Change of Control (as defined in the agreement between 1081646 BC Ltd. and the Company), the Company must pay 1081646 BC Ltd. a lump sum payment equal to 24 months’ fees and all unexercised and unvested stock options shall immediately vest and be exercisable by the earlier of a) the expiry date of the options or b) 12 months after the date on which the consulting agreement is terminated. In July 2019, the parties agreed that the monthly fee would be reduced to $16,667 per month.

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Pursuant to a consulting agreement dated July 3, 2019 between the Company and Faerun Consulting Inc. (“ Faerun ”), a company controlled by Mr. Trebilcock, the Company agreed to pay Faerun a consulting fee of $16,666 per month for a term of two years, which may be extended for a further two years. The agreement may be terminated by the Company with twelve months’ written notice or payment of fees in lieu thereof, provided that all unexercised and unvested stock options shall immediately vest and be exercisable by the earlier of a) the expiry date of the options or b) twelve months after the date on which the agreement is terminated; or for a material breach of the agreement. In the event the agreement is terminated in the twelvemonth period following a Change of Control (as defined in the agreement between Faerun and the Company), the Company must pay Faerun a lump sum payment equal to twenty four months’ fees and all unexercised and unvested stock options shall immediately vest and be exercisable by the earlier of a) the expiry date of the options or b) twelve months after the date on which the consulting agreement is terminated.

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

The Company’s compensation and governance committee (the “ Compensation and Governance Committee ”), through discussions without any formal objectives, criteria or analysis, is responsible for determining all forms of compensation to be granted to the directors of the Company to be recommended to the Board of Directors for approval. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance and the availability of financial and other resources of the Company.

Non-executive directors do not currently receive directors’ fees or fees for participation on committees of the Board of Directors. Long-term incentives in the form of stock options are granted to non-executive directors from time to time, based on an existing complement of long-term incentives, corporate performance and to be competitive with other companies of similar size and scope. The Compensation and Governance Committee will annually review the Board of Directors’ performance, and will report and make recommendations accordingly.

Compensation of NEOs

The Compensation and Governance Committee is responsible for determining all forms of compensation to be paid to the CEO, and for reviewing the CEO’s recommendations regarding compensation of the other NEOs of the Company, to ensure such arrangements reflect the performance of each NEO in light of the corporate goals and objectives relevant to such compensation.

The key objectives of the Company’s executive compensation program are: (i) recruiting and retaining executives critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the Company’s shareholders; and (iv) rewarding performance, both on an individual basis and with respect to operations in general. In order to achieve these objectives, the compensation paid to NEOs consists of base salary and/or long-term incentives in the form of stock options, as set out below.

The Company’s executive compensation program is designed to retain, encourage, compensate and reward executives on the basis of individual and corporate performance, both in the short- and the long-term. Base salaries will be based on a number of factors enabling the Company to compete for and retain executives

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critical to the Company’s long-term success. Share ownership opportunities through stock options will be provided to align the interests of executive officers with the longer term interests of shareholders.

In determining specific compensation amounts for executive officers, the Compensation and Governance Committee considers factors such as experience, individual performance, length of service, contribution towards the achievement of corporate objectives and positive exploration and development results, stock price and compensation compared to other employment opportunities for executive officers.

Other than the consulting agreements described above, the Company does not currently pay any base salary compensation to its NEOs for their services in their capacity as NEOs. Compensation to NEOs currently consists solely of the granting of stock options.

The Board of Directors has not conducted a formal evaluation of the implications of the risks associated with the Company’s compensation policies. Risk management is a consideration of the Board of Directors when implementing its compensation policies and the Board of Directors do not believe that the Company’s compensation policies result in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Company.

Pension disclosure

The Company does not have a pension plan, retirement plan, deferred compensation plan or similar plan at this time.