LFNT Resources Corp. — Remuneration Information 2025

Jul 16, 2025

LFNT RESOURCES CORP.

FORM 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION – Venture Issuers

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers. The objective of this disclosure is to communicate the compensation the Company paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year ended October 31, 2024, and the decision-making process relating to compensation.

Information contained in this Statement of Executive Compensation is as of October 31, 2024, unless otherwise indicated and all dollar amounts referenced herein are in Canadian Dollars, unless stated otherwise.

GENERAL

For the purpose of this Statement of Executive Compensation:

• "CSE" means Canadian Securities Exchange;
• "Company" means LFNT 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 (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 each of the following individuals:

(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, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, 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.

Based on foregoing definition, during the last completed financial year of the Company, the Company had two (2) NEOs, namely, Shayne Taker, CEO, and Braydon Hobbs, CFO & Corporate Secretary.

Information contained in this Statement of Executive Compensation is as of October 31, 2024 unless otherwise indicated and all dollar amounts referenced herein are in Canadian Dollars, unless stated otherwise.

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DIRECTOR AND NEO COMPENSATION

Director and NEO 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 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:

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)^{(10)}	Value of all other compensation ($)	Total compensation ($)
Shayne Taker^{(2)}
CEO & Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Braydon Hobbs^{(3)}
CFO & Corporate Secretary, Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Ronald Woo^{(4)}
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Sheri Rempel^{(5)}
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	39,725^{(6)}	39,725

(1) "Perquisites" include perquisites provided to an 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) Shayne Taker was appointed as a director on July 6, 2022 and CEO of the Company on October 31, 2022.
(3) Braydon Hobbs was appointed as a director on October 5, 2022 and CFO and corporate Secretary of the Company on October 31, 2022.
(4) Ronald Woo was appointed as a director on July 25, 2022.
(5) Sheri Rempel was appointed as a director on September 25, 2022.
(6) The incurred cost is for management and consulting fees due to ARO Consulting Inc., a company controlled by Ms. Rempel.

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Stock Options and Other Compensation Securities

During the financial years ended October 31, 2024 there were no compensation securities granted or issued to each NEO and director for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

The Company has no Options issued and outstanding as at October 31, 2024.

Exercise of Compensation Securities by Directors and NEOs

There were no compensation securities issued during the fiscal year 2024 and therefore, no compensation securities were available for exercise by a director.

Omnibus Share Incentive Plan

The Company has adopted the Omnibus Share Incentive Plan (the "Omnibus Share Incentive Plan") dated June 23, 2022, which provides for the grant of various awards, including Options, restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs") (collectively, the "Awards"). Equity issued pursuant to Awards granted under the Omnibus Share Incentive Plan will consist of authorized but unissued Common Shares. The Company maintains the Omnibus Share Incentive Plan in accordance with the policies and requirements of the Canadian Securities Exchange (the "CSE").

The Omnibus Share Incentive Plan is administered by the Company Board; provided however, that the Company Board may at any time appoint a committee to perform some or all of the Company Board's administrative functions; and provided further, that the authority of any committee appointed will be subject to such terms and conditions as the Company Board may prescribe and will be coextensive with, and not in lieu of, the authority of the Company Board under the Omnibus Share Incentive Plan.

The Company Board has full authority to grant Awards under the Omnibus Share Incentive Plan. In particular, subject to the terms of the Omnibus Share Incentive Plan, the Board has the authority: (i) to select the participants to whom Awards may from time to time be granted (consistent with the eligibility conditions); (ii) to determine the type of Award to be granted to any participant; (iii) to determine the number of Common Shares, if any, to be covered by each Award; and (iv) to establish the terms and conditions of each award agreement (the "Award Agreement").

The Company Board has the authority to: (i) establish, amend and rescind such administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable; (ii) to interpret the terms and provisions of the Omnibus Share Incentive Plan, any Award issued under the Omnibus Share Incentive Plan, and any Award Agreement; and (iii) to otherwise supervise the administration of the Omnibus Share Incentive Plan. The Company Board may correct any defect, supply any omission or reconcile any inconsistency in the Omnibus Share Incentive Plan or in any Award Agreement in the manner and to the extent it deems necessary to carry out the intent of the Omnibus Share Incentive Plan.

Eligibility

Pursuant to the Omnibus Share Incentive Plan, only eligible persons can be granted an Award, whereby 'eligible persons' means: (a) in respect of a grant of Options, any director, executive officer, employee or consultant of the Company or any of its subsidiaries, (b) in respect of a grant of RSUs or PSUs, any director, executive officer, employee or consultant of the Company or any of its subsidiaries other than persons retained to provide Investor Relations Activities, and (c) in respect of a grant of DSUs, any non-employee director other than persons retained to provide Investor Relations Activities (as defined under the policies of the CSE).

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Common Shares Subject to the Omnibus Share Incentive Plan

Subject to adjustment pursuant to the Omnibus Share Incentive Plan, and as may be approved by the CSE and the shareholders of the Company from time to time, the securities that may be acquired by participants pursuant to Awards under this Plan shall consist of authorized but unissued Common Shares, provided that in the case of RSUs, PSUs, and DSUs, the Company (or applicable subsidiary) may, at its sole discretion, elect to settle such RSUs, PSUs or DSUs in Common Shares acquired in the open market by a designated broker (as defined under the Omnibus Share Incentive Plan) for the benefit of a participant; and the maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to the exercise of Options or the settlement of RSUs, PSUs and DSUs granted under this Plan shall be equal to 10% of the issued and outstanding Common Shares from time to time, less the number of Common Shares reserved for issuance pursuant to any other share compensation arrangement of the Company (as defined under the Omnibus Share Incentive Plan).

Restrictions on Awards

The Omnibus Share Incentive Plan imposes the following restrictions on Common Shares subject to Awards, with terms capitalized but not defined having the meaning ascribed to such terms in the Omnibus Share Incentive Plan, a copy of which is available under the Company's profile on SEDAR at (www.sedarplus.ca):

In no event shall the Omnibus Share Incentive Plan, together with all other previously established and outstanding Share Compensation Arrangements (as defined under the Omnibus Share Incentive Plan) of the Company, permit at any time:

(a) the aggregate number of Common Shares reserved for issuance under Awards granted to Insiders (as a group) at any point in time exceeding 10% of the total issued and outstanding Common Shares; or
(b) the grant to Insiders (as a group), within any 12 month period, of an aggregate number of Awards exceeding 10% of the total issued and outstanding Common Shares, calculated at the date an Award is granted to any Insider, unless the Company has obtained the requisite disinterested shareholder approval.

The aggregate number of Awards granted to any one person (and companies wholly-owned by that person) in any 12 month period shall not exceed 5% of the total issued and outstanding Common Shares, calculated on the date an Award is granted to the person, unless the Company has obtained the requisite disinterested shareholder approval.

The aggregate number of Awards granted to any one consultant in any 12-month period shall not exceed 2% of the total issued and outstanding Common Shares, calculated at the date an Award is granted to the Consultant.

The aggregate number of Options granted to all persons retained to provide Investor Relations Activities (as defined under the policies of the CSE) shall not exceed 1% of the total issued and outstanding Common Shares in any 12-month period, calculated at the date an Option is granted to any such person.

If and to the extent that an Award expires, terminates or is cancelled or forfeited for any reason without having been exercised in full, the Common Shares associated with that Award will again become available for grant under the Omnibus Share Incentive Plan.

Types of Awards

Options

An Option entitles a holder thereof to purchase a prescribed number of unissued Common Shares at an exercise price set at the time of the grant. The Company Board will establish the exercise price at the time

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each Option is granted, which exercise price must in all cases be the greater of the closing market price of the Common Shares on (i) the trading day prior to the date of grant and (ii) the date of grant, unless otherwise permitted by applicable securities laws or the policies of a stock exchange on which the Common Shares are listed. Each Option expires on its respective expiry date, provided such expiry date does not exceed 10 years. The Company Board will have the authority to determine the vesting terms applicable to grants of Options. Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Company Board or as otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Company or a subsidiary of the Company and the participant. The Company Board may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in the Omnibus Share Incentive Plan, such as vesting conditions relating to the attainment of specified performance goals. Unless otherwise specified by the Company Board at the time of granting an Option and set forth in the particular award agreement, an exercise notice must be accompanied by payment of the exercise price.

RSUs

An RSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one Share (or the value thereof) for each RSU after a specified vesting period. The Company Board may, from time to time, subject to the provisions of the Omnibus Share Incentive Plan and such other terms and conditions as the Company Board may prescribe, grant RSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the "RSU Service Year").

The number of RSUs (including fractional RSUs) granted at any particular time under the Omnibus Share Incentive Plan will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the Company Board, by (b) the greater of (i) the market price of a Common Share on the date of grant and (ii) such amount as determined by the Company Board in its sole discretion. The Company Board shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A of the U.S. Internal Revenue Code, to the extent applicable.

Upon settlement, holders will redeem each vested RSU for the following at the election of the Company Board: (a) one fully paid and non-assessable Common Share in respect of each vested RSU, (b) a cash payment or (c) a combination of Common Shares and cash. Any such cash payments made by the Company shall be calculated by multiplying the number of RSUs to be redeemed for cash by the market price per Common Share as at the settlement date. Subject to the provisions of the Omnibus Share Incentive Plan and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Common Share shall be issued or cash payment shall be made in respect of any RSU any later than the final business day of the third calendar year following the applicable RSU Service Year.

PSUs

A PSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Company, which entitles the holder to receive one Common Share (or the value thereof) for each PSU after specific performance-based vesting criteria determined by the company Board, in its sole discretion, have been satisfied. The performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a participant's service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Company Board and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

The Company Board may, from time to time, subject to the provisions of the Omnibus Share Incentive Plan and such other terms and conditions as the Company Board may prescribe, grant PSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the "PSU Service Year").

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The Company Board shall have the authority to determine any vesting terms applicable to the grant of PSUs. Upon settlement, holders will redeem each vested PSU for the following at the election of the Company Board:

(a) one fully paid and non-assessable Common Share in respect of each vested PSU, (b) a cash payment, or (c) a combination of Common Shares and cash. Any such cash payments made by the Company to a participant shall be calculated by multiplying the number of PSUs to be redeemed for cash by the market price per Common Share as at the settlement date. Subject to the provisions of the Omnibus Share Incentive Plan and except as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Common Share shall be issued or cash payment shall be made in respect of any PSU any later than the final business day of the third calendar year following the applicable PSU Service Year.

DSUs

A DSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one Common Share or, at the election of the holder and subject to the approval of the Company Board, the cash value thereof, for each DSU on a future date.

DSUs vest in accordance with the terms of their respective Award Agreement. Subject to the vesting and other conditions and provisions in the Omnibus Share Incentive Plan and in any Award Agreement, each DSU awarded to a recipient entitles them to receive on settlement a cash payment equal to the market price of a Common Share, or, at the discretion of the Company Board, one Common Share or any combination of cash and Common Shares at the Company's sole discretion. For greater certainty, no recipient has any right to demand to be paid in, or receive, Common Shares in respect of any DSU, and, notwithstanding any discretion exercised by the Company to settle any DSU, or portion thereof, in the form of Common Shares, the Company reserves the right to change the form of payment at any time until the payment is actually made.

Amendment and Termination

The Company Board may, in its sole discretion, from time to time, amend, suspend or terminate the Omnibus Share Incentive Plan at any time without the approval of the Company's shareholders, provided that no such amendment, suspension or termination may be made without obtaining any required approval of any regulatory authority or stock exchange or materially prejudice the rights of any holder under any Award.

Notwithstanding those provisions, the Company Board shall be required to obtain shareholder approval, including, if required by the applicable exchange, disinterested shareholder approval, to make the following amendments: (a) any amendment to the maximum percentage or number of Common Shares that may be reserved for issuance pursuant to the exercise or settlement of Awards granted under the Omnibus Share Incentive Plan, including an increase to the fixed maximum percentage of Common Shares or a change from a fixed maximum percentage of Common Shares to a fixed maximum number of Common Shares or vice versa; (b) any amendment which reduces the exercise price of any Award, as applicable, after such Award has been granted or any cancellation of an Award and the replacement of such Award with an Award with a lower exercise price or other entitlements; (c) any amendment which extends the expiry date of any Award, or the Restriction Period (as defined under the Omnibus Share Incentive Plan) of any RSUs or PSUs beyond the original expiry date or Restriction Period (as defined under the Omnibus Share Incentive Plan); (d) any amendment which would permit Awards granted under the Omnibus Share Incentive Plan to be transferable or assignable; (e) any amendment to the definition of an "Eligible Participant" under the Omnibus Share Incentive Plan; (f) any amendment to the participation limits; or (g) any amendment to these provisions.

The Company Board may, by resolution, but subject to applicable regulatory approvals, decide that any of the provisions in the Omnibus Share Incentive Plan concerning the effect of termination of the participant's employment or engagement shall not apply for any reason acceptable to the Company Board.

Furthermore, the Company Board may, subject to regulatory approval, discontinue the Omnibus Share

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Incentive Plan at any time without the consent of the participants provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a participant under the Omnibus Share Incentive Plan.

Awards Granted

As of the date of this Information Circular, the Company has not granted any Options to purchase Common Shares or awarded any RSUs, PSUs and DSUs under the Omnibus Share Incentive Plan. See “Stock Options and Other Compensation Securities” above for more information.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as of October 31, 2024:

Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by Securityholders	Nil	N/A	2,335,033
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	Nil	N/A	2,335,033

1. Represents the number of common shares available for issuance under the Omnibus Share Incentive Plan, which reserves a number of common shares for issuance, pursuant to the exercise of stock options, that is equal to 10% of the issued and outstanding common shares from time to time.

Employment, consulting and management agreements

The Company does not have any employment, consulting or management agreements or arrangements with any of the Company’s current NEOs or directors, other than disclosed in “Section 7 – Other Information - Interest of Informed Persons in Material Transactions.”

Termination and Change of Control Benefits

The Company does not have any plan or arrangement to pay or otherwise compensate any Named Executive Officer if his employment is terminated as a result of resignation, retirement, change of control, etc. or if his responsibilities change following a change of control.

Oversight and description of director and named executive officer compensation

Compensation Discussion and Analysis

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The Company Board will be responsible for setting the overall compensation strategy of the Company and administering the Company's executive compensation program with input from the CEO of the Company in respect of all executive officers other than the CEO. As part of its mandate, the Company Board will approve the remuneration of the Company's executive officers, including any NEOs of the Company. The Company Board will also be responsible for reviewing the Company's compensation policies and guidelines generally.

The objective of the Company's executive compensation program will be to motivate, reward, and retain management talent that is needed to achieve the Company's business objectives. The compensation program is designed to ensure that compensation is competitive with other companies of similar size and is commensurate with the experience, performance, and contribution of the individuals involved and the overall performance of the Company. In evaluating performance, consideration is given to the Company's long-term interests and quantitative financial objectives, as well to the qualitative aspects of the individual's performance and achievements. Compensation for directors of the Company, if any, will also be determined by the Company Board on an annual basis.

Compensation Objectives and Principles

The compensation program for the senior management of the Company will be designed to ensure that the level and form of compensation achieves certain objectives, including:

• attracting and retaining qualified executives;
• motivating the short and long-term performance of these executives; and
• better aligning their interests with those of the Company's shareholders.

In compensating its senior management, the Company may employ a combination of base salary, bonus compensation and equity participation through the Omnibus Share Incentive Plan. The Company will not provide any retirement benefits for its directors or officers.

Elements of Compensation

The executive compensation program is comprised of three principal components: (i) base salaries; (ii) bonuses, and (iii) an equity incentive compensation plan which will be designed to provide a combination of cash and equity-based compensation to effectively retain and motivate the executive officers to achieve the Company's goals and objectives. Each component of the executive compensation program is described below.

Base Salary

Executive officers may be paid a base salary to compensate them for providing the leadership and specific skills needed to fulfill their responsibilities. The payment of base salaries is an important component of the intended compensation program and serves to attract and retain qualified individuals. The base salaries for the executive officers will be reviewed annually by the Company Board and will be determined by considering the contributions made by the executive officers, how their compensation levels related to compensation packages that would be achievable by such officers from other opportunities, and publicly available salary data. Salaries of the executive officers will not be determined based on benchmarks or a specific formula. Furthermore, no peer group will be used to determine compensation.

Bonus Incentive Compensation

The Company Board may from time to time approve bonus payments to reward executive officers for their contribution to the achievement of annual corporate goals and objectives. Bonuses will also serve as a retention

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incentive for executive officers so that they remain in the employ of the Company Board. The payment of bonuses is consistent with the intended overall objective of the Company to reward performance.

Equity Participation

Equity participation will be accomplished through the Plan. Options, RSUs, DSUs, and PSUs may be granted or awarded to executives and employees considering a number of factors, including the amount and term of awards previously granted, base salary and bonuses and competitive factors. The amounts and terms of Options, RSUs, DSUs, and PSUs granted or awarded are determined by the Company Board.

Compensation Process

The Company does not anticipate having a compensation committee or a formal compensation policy. The Company will rely solely on the directors to determine the compensation of any NEOs. In determining compensation, the directors will consider industry standards and the Company's financial situation, but the Company will not have any formal objectives or criteria. The performance of each executive officer will be informally monitored by the directors, having in mind the business strengths of the individual and the purpose of originally appointing the individual as an officer.

In establishing compensation for executive officers, the Company Board as a whole seeks to accomplish the following goals:

• to recruit and subsequently retain highly qualified executive officers by competitive offering overall compensation;
• to motivate executives to achieve important corporate and personal performance objectives and reward them when such objectives are met; and
• to align the interests of executive officers with the long-term interests of shareholders through participation in the Company's Omnibus Share Incentive Plan.

When considering the appropriate executive compensation to be paid to our officers, the Company Board will have regard to a number of factors including: (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; (iv) rewarding performance, both on an individual basis and with respect to operations generally; and (v) available financial resources.

Equity Incentive Based Awards

Long-term incentives in the form of Options, RSUs, PSUs, and DSUs are intended to align the interests of our directors and executive officers with those of the Company's shareholders and to provide a long-term incentive to reward those individuals for their contribution to the generation of shareholder value, while reducing the burden of cash compensation that would otherwise be payable by the Company.

The Plan will be administered by the Company Board. In determining the number of equity incentive awards to be granted to the NEOs, the Company Board will have regard to several considerations including previous grants of equity incentive awards and the overall number of outstanding equity incentive awards relative to the number of outstanding Common Shares, as well as the degree of effort, time, responsibility, ability, experience and level of commitment of the executive officer. For a detailed discussion of the Plan, please see "Stock Options and Other Compensation Securities".

Equity Incentive and Other Compensation Securities

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As of the date of this Information Circular, there has been no grant or exercise of compensation securities of the Company issued to NEOs and directors of the Company.

Balances and transactions with related parties

As the date of this Information Circular, accounts payable and accrued liabilities include $7,726 owing to ARO Consulting Inc., a company beneficially owned by Ms. Rempel, a director of the Company for providing accounting and corporate services to the Company. The Company also owes $381 to the Shayne Taker, a director and CEO of the Company, for the reimbursement of expenses incurred on behalf of the Company. The amounts owing are unsecured, non-interest bearing and has no specified term of repayment.

All related party transactions are in the normal course of operations and have been measured at the agreed to amount, which is the amount of consideration established and agreed to by the related parties.

Pension disclosure

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

Dated July 15, 2025

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