Lucky Minerals Inc.

FORM 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUERS (THE “STATEMENT”)

FOR THE FISCAL YEAR ENDED OCTOBER 31, 2020

General

The following information of the Company is provided in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers :

“ Company ” means Lucky Minerals Inc.;

“ 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;

“ Exchange ” means the TSX Venture Exchange Inc.;

“ Named Executive Officer ” or “ NEO ” means each of the following individuals:

(a) each individual who, during any part of the Company’s financial year ended October 31, 2020, served as chief executive officer (“ CEO ”) of the Company, including an individual performing functions similar to a CEO;
(b) each individual who, during any part of the Company’s financial year ended October 31, 2020, served as chief financial officer (“ CFO ”) of the Company, including an individual performing functions similar to a CFO;
(c) in respect of the Company and its subsidiaries, the most highly compensated executive officers other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year ended October 31, 2020 whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for the financial year ended October 31, 2020; and
(d) each individual who would be a NEO under paragraph (c) above but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, as at October 31, 2020.

Based on the foregoing definitions, the Company’s Named Executive Officers are:

(1) Francois Perron, the Company’s President and Chief Executive Officer;
(2) Jeannine Webb, the Company’s Chief Financial Officer;
(3) Adrian Rothwell, the Company’s former President and Chief Executive Officer. Mr. Rothwell was appointed President and CEO of the Company on September 16, 2019 and resigned as President and CEO and became Chariman on September 15, 2020;
(4) Robert Rosner, the Company’s former CFO and Executive Vice President, Operations of the Company. Mr. Rosner resigned as Executive Vice President, Operations on March 5, 2020 and was appointed CFO of the Company on March 5, 2020 and resigned as CFO on July 1, 2020; and

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(5) Sebastian Tang, the Company’s former CFO. Mr. Sebastian Tang was appointed CFO of the Company on May 7, 2019 and resigned as CFO on March 5, 2020.

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COMPENSATION DISCUSSION & ANALYSIS

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all compensation paid, payable, awarded, granted or given, or otherwise provided, directly or indirectly to the Company’s Named Executive Officers and directors for the fiscal years ended October 31, 2020 and October 31, 2019.

	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
Name and position	Year(1)	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compen- sation ($)
Robert Rosner(2) Director, former Executive Vice President, Operations and former President, CEO and CFO	2020 2019	$151,739(2) $215,465(14)	Nil Nil	Nil $9,000	Nil Nil	Nil Nil	$151,739 $224,465
Steven Cozine(3) Secretary and Former CFO	2020 2019	$57,500 $57,500	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$57,500 $57,500
Joao Carrelo(4) Former Chairman and former Director	2020 2019	Nil $22,500	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil $22,500
Francois Perron(5) Director, President and CEO, former Chairman	2020 2019	Nil Nil	Nil Nil	Nil $7,500	Nil Nil	Nil Nil	Nil $7,500
Shaun Dykes(6) Director	2020 2019	Nil Nil	Nil Nil	Nil $1,500	Nil Nil	Nil Nil	Nil $1,500
Sebastian Tang(7) Former CFO	2020 2019	$10,875 $5,000�	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$10,875 $5,000
Adrian Rothwell(8) Chairman and Director, former President and CEO	2020 2019	$235,000 $22,500	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$235,000 $22,500
Paul Pint(9) Director	2020 2019	$37,500 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$37,500 Nil
Blake Hylands(10) Director	2020 2019	$37,500 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$37,500 Nil
Jeannine Webb(11) CFO	2020 2019	$16,000(12) Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$16,000 Nil

Notes :

(1) Financial years ended October 31. In 2019 the Company changed its year end from September 30 to October 31.

(2) Mr. Rosner was appointed CFO and a director of the Company on April 25, 2017. Mr. Rosner resigned as CFO of the Company on May 7, 2019. Mr. Rosner was appointed President and CEO of the Company on May 7, 2019 and resigned as President and CEO on September 18, 2019 and became Executive Vice President, Operations of the Company until March 5, 2020. Mr. Rosner was appointed CFO of the Company on March 5, 2020 and resigned as CFO on July 1, 2020. Of this amount $86,268 was paid pursuant to the services as Chief Financial Officer and $65,471 pursuant to services as Executive VP, Operations.

(3) Mr. Cozine was appointed CFO of the Company on June 26, 2017 and resigned as CFO on July 30, 2018.

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(4) Mr. Carrelo was appointed a director of the Company on December 21, 2017 and resigned as Chairman and director of the Company or May 27, 2020.
(5) Mr. Perron was appointed a director of the Company on October 22, 2017 and was appointed Chairman on May 27, 2020. Mr. Perron resigned as chariman and became President and CEO of the Company on September 15, 2020.
(6) Mr. Dykes was appointed a director of the Company on October 20, 2014.
(7) Mr. Sebastian Tang was appointed CFO of the Company on May 7, 2019 and resigned as CFO on March 5, 2020. (8) Mr. Rothwell was appointed a director, President and CEO of the Company on September 16, 2019. Mr. Rothwell resigned as President and CEO and became Chariman on September 15, 2020.
(9) Mr. Pint was appointed a director of the Company on May 27, 2020.
(10) Mr. Hylands was appointed a director of the Company on May 27, 2020.
(11) Mrs. Webb was appointed CFO of the Company on July 1, 2020.
(12) Paid to Venturex Consulting of which Mrs. Webb is the principal, pursuant to a consulting aagreement made as of July 1, 2020. See the section herein entitled “Employment, Consulting and Management Agreements”.
(13) Of this amount, $115,853 was paid pursuant to services as Chief Financial Officer, $83,244 pursuant to services as President and Chief Executive Officer and $16,368 pursuant to services as Executive VP, Operations.

Subsquent to the financial year ended October 31, 2020, Steve Cozine resigned as Corporate Secretary of the Company and Diane Mann was appointed Corporate Secretary effective March 1, 2021.

External Management Companies

No individuals acting as Named Executive Officers of the Company are considered employees of the Company.

No external management company employs or retains individuals acting as Named Executive Officers or directors of the Company and the Company has not entered into any understanding, arrangement or agreement with the external management company to provide executive management services to the Company.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to all Named Executive Officers and directors by the Company or any of its subsidiaries during the fiscal year ended October 31, 2020 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

		Compensation Securities(1)	Compensation Securities(1)	Compensation Securities(1)
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 ($)	Closing price of security on date of grant ($)	Closing Price of Security on date at year end ($)	Expiry Date
Robert Rosner(2) Director, former Executive Vice President, Operations and former President, CEO and CFO	Stock options	270,000 options to purchase 270,000 shares; 8%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025
Steven Cozine(3) Secretary and former CFO	Stock options	40,000 options to purchase 40,000 shares; 1%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025

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		Compensation Securities(1)	Compensation Securities(1)	Compensation Securities(1)
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 ($)	Closing price of security on date of grant ($)	Closing Price of Security on date at year end ($)	Expiry Date
Joao Carrelo(4) Former Chairman and former Director	Stock options	170,000 options to purchase 170,000 shares; 5%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025
Francois Perron(5) Director, President and CEO, former Chairman	Stock options	495,000 options to purchase 495,000 shares; 15%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025
Shaun Dykes(6) Director	Stock options	315,000 options to purchase 315,000 shares; 9%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025
Sebastian Tang(7) Former CFO	Stock options	N/A	N/A	N/A	N/A	N/A	N/A
Adrian Rothwell(8) Chairman and Director, former President and CEO	Stock options	1,000,000 options to purchase 1,000,000 shares; 29%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025
Paul Pint(9) Director	Stock options	500,000 options to purchase 500,000 shares; 15%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025
Blake Hylands(10) Director	Stock options	500,000 options to purchase 500,000 shares; 15%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025
Jeannine Webb(11) CFO	Stock options	80,000 options to purchase 80,000 shares; 2%	July 9, 2020	$0.22	$0.22	$0.08	July 9, 2025

Notes :

(1) Reflects Post-Consolidation . On June 10, 2020, the Company consolidated its Common Shares on the basis of every 7.5 pre-Consolidation Shares into 1 post-Consolidation common share basis.

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(2) As at October 31, 2020, Mr. Rosner held stock options exercisable into 270,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(3) As at October 31, 2020, Mr. Cozine held stock options exercisable into 40,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(4) As at October 31, 2020, Mr. Carrelo held stock options exercisable into 170,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(5) As at October 31, 2020, Mr. Perron held stock options exercisable into 495,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(6) As at October 31, 2020, Mr. Dykes held stock options exercisable into 315,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(7) As at October 31, 2020, Mr. Tang did not hold any stock options. Mr. Sebastian Tang was appointed CFO of the Company on May 7, 2019 and resigned as CFO on March 5, 2020.
(8) As at October 31, 2020, Mr. Rothwell held stock options exercisable into 1,000,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(9) As at October 31, 2020, Mr. Pint held stock options exercisable into 500,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(10) As at October 31, 2020, Mr. Hylands held stock options exercisable into 500,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.
(11) As at October 31, 2020, Mrs. Webb held stock options exercisable into 80,000 common shares at a price of $0.22 per share, and expiring on July 9, 2025.

Subsequent to the financial year ended October 31, 2020, on March 25, 2021 Mr. Perron has been granted stock options exercisable into 700,000 common shares at a price of $0.10 per share, and expiring on March 25, 2026.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by the Company’s Named Executive Officers and directors during the fiscal year ended October 31, 2020.

Stock Option Plans and Other Incentive Plans

The Board has previously adopted the Company’s stock option plan, as amended July 21, 2020 (the “ Plan ”), which is a “rolling” stock option plan, pursuant to which a maximum of 10% of the issued and outstanding common shares of the Company at the time an option is granted may be reserved for issuance pursuant to the exercise of incentive stock options, which was subsequently approved by the Exchange. The Plan was ratified and approved, pursuant to Exchange policy, by shareholders at the Company’s last annual general meeting held on September 15, 2020. Under Exchange policy, all such rolling stock option plans must be approved and ratified by shareholders on an annual basis. Any amendments to the Plan must also be approved by the Exchange and, if necessary, approval by the disinterested shareholders of the Company obtained prior to becoming effective. Approval by the disinterested shareholders means approval by a majority of votes cast by all shareholders at a meeting, excluding votes attached to common shares beneficially owned by insiders of the Company to whom options may be granted pursuant to the Plan and their associates in accordance with the policies of the Exchange.

The purpose of the Plan is to allow the Company to grant options to directors, officers, employees and consultants, as an incentive to dedicate their efforts to advance the success of the Company. The granting of options is intended to align the interests of such persons with that of the members.

Eligible Optionees

Under the policies of the Exchange, to be eligible for the issuance of a stock option under the Plan an optionee must either be a director, officer, consultant or an employee of the Company or a company providing management or other services to the Company or a subsidiary of the Company at the time the option is granted (an “ Eligible Optionee ”).

Options may be granted only to an individual or to a non-individual that is wholly owned by individuals eligible for an option grant. If the option is granted to a non-individual, it must provide the Exchange with an

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undertaking that it will not permit any transfer of its securities, nor issue further securities, to any individual or other entity as long as the option remains in effect, without the consent of the Exchange.

Material Terms of the Plan

The following is a summary of the material terms of the Plan:

(a) Eligible Optionees. The Board may from time to time, in its discretion, and in accordance with the Exchange requirements and the terms of the Plan, grant options to Eligible Optionees;
(b) Number of Shares Reserved. The number of common shares which may be issued pursuant to options granted under the Plan (including all options granted by the Company prior to the adoption of the Plan) shall equal 10% of the issued and outstanding shares of the Company from time to time at the date of grant.
(c) Maximum Term of Options. The term of any options granted under the Plan is fixed by the Board of Directors and may not exceed five years from the date of grant. The options are non-assignable and non- transferable.
(d) Exercise Price. The exercise price of options granted under the Plan is determined by the Board of Directors, provided that it is not less than the price permitted by the Exchange, or, if the shares are no longer listed on the Exchange, then such other exchange or quotation system on which the shares are listed or quoted for trading.
(e) Amendment. The terms of an option may not be amended once issued under Exchange requirements. If an option is cancelled prior to the expiry date, the Company shall not grant new options to the same person until 30 days have elapsed from the date of cancellation.
(f) Vesting. Vesting, if any, and other terms and conditions relating to such options shall be determined by the Board of Directors of the Company or senior officer or employee to which such authority is delegated by the Board from time to time and in accordance with Exchange requirements.
(g) Termination. Any options granted pursuant to the Plan will terminate generally within 90 days of the option holder ceasing to act as a director, officer, or employee of the Company or any of its affiliates, and within generally 30 days of the option holder ceasing to act as an employee engaged in investor relations activities, unless such cessation is on account of death. If such cessation is on account of death, the options terminate on the first anniversary of such cessation. If such cessation is on account of cause, or terminated by regulatory sanction or by reason of judicial order, the options terminate immediately. Options that have been cancelled or that have expired without having been exercised shall continue to be issuable under the Plan.
(h) Adjustments. The Plan also provides for adjustments to outstanding options in the event of any consolidation, subdivision, conversion or exchange of Company’s shares.
(i) Administration. The Plan is administered by the Board of Directors of the Company or senior officer or employee to which such authority is delegated by the Board from time to time.
(j) Board Discretion. The Plan provides that the number of shares subject to each option, the exercise price, the expiry time, the extent to which such option is exercisable, including vesting schedules, and other terms and conditions relating to such options shall be determined by the Board of Directors of the Company or senior officer or employee to which such authority is delegated by the Board from time to time and in accordance with Exchange requirements.

In accordance with Exchange requirements:

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(a) options granted to consultants performing investor relations activities vest over a minimum of 12 months with no more than 1/4 of such options vesting in any 3 month period.
(b) the number of common shares of the Company which may be issued to any one individual pursuant to the exercise of options may not exceed 5% of the issued common shares on a yearly basis;
(c) the number of common shares of the Company which may be issued to any one consultant pursuant to the exercise of options may not exceed 2% of the issued common shares on a yearly basis;
(d) the number of common shares of the Company which may be issued, in the aggregate, to a person conducting investor relations activities may not exceed 2% of the issued common shares on a yearly basis;
(e) disinterested shareholder approval must be obtained for any reduction in the exercise price if the optionee is an insider of the Company at the time of the proposed amendment; and
(f) for stock options granted to employees or service providers (inclusive of management company employees), the Company must ensure that the proposed optionee is a bona fide employee or service provider (inclusive of management company employees), as the case may be, of the Company or any subsidiary.

Pursuant to the Board's authority to govern the implementation and administration of the Plan, all previously granted and outstanding stock options shall be governed by the provisions of the Plan.

Employment, Consulting and Management Agreements

Other than as set forth below, the Company has no contracts, agreements, plans or arrangements that provide for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, change in control of the Company or change in a Named Executive Officer’s responsibilities.

The Company entered into a consulting services agreement effective August 1, 2018, with Robert Rosner, whereby Robert Rosner provided the Company with the services as Chief Financial Officer and Executive Vice-President and Chief Financial Officer of the Company, pursuant to which Mr. Rosner was paid a base salary of US$96,000 per year (US$8,000 monthly), subject to periodic review, and was eligible for an annual incentive bonus up to US$54,000 if certain performance objectives were achieved as determined by the Board of Directors of the Company from time to time, plus expenses, subject to prior approval, incurred on behalf of the Company. Pursuant to the consulting services agreement, Mr. Rosner is eligible for stock options as determined by the Board of Directors of the Company from time to time. The consulting services agreement was for a term of 24 months and renewal for a further 24 months subject to mutual agreement thereafter. On May 7, 2019, Mr. Rosner resigned as Chief Financial Officer and was appointed President and CEO of the Company. On September 18, 2019 Mr. Rosner resigned as President and CEO and became Executive Vice President, Operations of the Company. On March 5, 2020, Mr. Rosner was re-appointed Chief Financial Officer of the Company and resigned as CFO on July 1, 2020. Effective March 5, 2020, the consulting services agreement was terminated.

Pursuant to the consulting services agreement, the consulting services agreement may be terminated by either party at any time by:

(a) the executive, giving at least 30 days' notice in writing to the Company;
(b) the Company in its sole discretion, by giving at least 30 days' notice in writing to the executive, and by paying, upon delivery of said notice, the full amount representing the 24 months’ severance to be paid to Mr. Rosner;
(c) the Company at any time and without compensation upon the occurrence of any of the

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following events of default (each an “ Event of Default ”): (i) the executive’s commission of an act of fraud, theft or embezzlement or other similar willful misconduct; (ii) the neglect or breach by executive of his material obligations or agreements under the agreement; or (iii) the executive’s refusal to follow lawful directives of the Board, provided that notice of the Event of Default has been delivered to the executive and provided the executive failed to remedy the default within thirty days of the date of delivery of notice of the Event of Default.

(d) upon a Change of Control (as defined below), being agreed that, in such Change of Control event, Mr. Rosner would receive the full amount representing the 24 months’ severance to be paid to Mr. Rosner under the agreement ;
(e) upon termination for any reason, Mr. Rosner would have 12 months to exercise any outstanding stock options.

Pursuant to the consulting services agreement, if there was a Change in Control (as defined below) of the Company, and only if such change of control requires the termination of the agreement, the consulting services agreement shall be deemed to be terminated by the Company and the Company shall immediately pay to the executive, in one lump sum payment an amount equal to 24 months' of compensation, benefits and entitlements, and any other fees payable under the agreement (each. the " Change of Control Payment ").

Pursuant to the consulting services agreement, a "Change in Control" was defined as:

(i) any change in the holding, direct or indirect, of securities of the Company or of any voting rights attached to any securities of the Company, as a result of which any corporation or other person, or a group of corporations or persons acting in concert, or corporations or persons associated or affiliated with any such corporation, person or group within the meaning of the Securities Act (British Columbia), would be entitled to cast more than onethird (1/3rd) of the votes attached to all shares of the Company that may be cast to elect directors of the Company;
(ii) a change in the composition of the Board, which occurs at a single meeting, or a succession of meetings occurring within six months of each other, of the shareholders of the Company, whereby such individuals who were members of the Board immediately prior to such meeting or succession of meetings cease to constitute a majority of the Board without the Board, as constituted immediately prior to such meeting, approving of such change;
(iii) the Company shall consolidate or merge with or into, amalgamate with, or enter into a statutory arrangement with, any other person (other than a subsidiary of the Company) or any other person (other than a subsidiary of the Company) shall consolidate or merge with or into, or amalgamate with or enter into a statutory arrangement with, the Company, and, in connection therewith, all or part of the outstanding voting shares shall be changed in any way, reclassified or converted into, exchanged or otherwise acquired for shares or other securities of the Company or any other person or for cash or any other property; and
(iv) (iv) the Company shall sell or otherwise transfer, including by way of the grant of a leasehold interest (or one or more of its subsidiaries shall sell or otherwise transfer, including by way of the grant of a leasehold interest), property or assets (A) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Company and its subsidiaries as at the end of the most recently completed financial year of the Company or (B) which during the most recently completed financial year of the Company generated, or during the then current financial year of the Company are expected to generate, more than 50% of the consolidated operating income or cash flow of the Company and its subsidiaries, to any other person or persons (other than the Company or one or more of its subsidiaries).

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The Company had an arrangement with Mr. Adrian Rothwell, the former CEO and President of the Company, to provide the Company with the services as Chief Financial Officer and President..Mr. Rothwell resigned as President and CEO on September 15, 2020. Fees were charged on a normal commercial basis for such services. Effective September 15, 2020, the arrangement was terminated. There were no provisions in the arrangement with Mr. Rothwell with respect to, or any incremental payments that will be triggered by or result from, severance, termination or constructive dismissal. The arrangement with Mr. Rothwell contained the following payment provisions in connection with and following a “change of control” of the Company:

After 6 months (after March 15, 2020) a change of control payment to Mr. Rothwell was as follows:

(a) a lump sum payment equal to 24 months' fees and 24 months’ bonus (and for such purposes the bonus in respect of such period shall be based on the previous years awarded bonus).
A “change of control” is defined as:
(a) "Full Change in Control" means:
- (i) The purchase or acquisition of shares of the Company and/or securities (the "Convertible Securities") convertible into shares of the Company or carrying rights to acquire shares of the Company as a result of which a person, group of persons or persons acting jointly or in concert (collectively, the "Holders") beneficially own or exercise control or direction over shares of the Company and/or Convertible Securities such that, assuming only the conversion of the Convertible Securities beneficially owned by the Holders, entitle them to cast more than 50% of the votes attaching to all of the shares of the Company which may be cast at a meeting of shareholders to elect directors;
- (ii) An acquisition, amalgamation, arrangement, merger or other combination of the Company with another company(s), whether by a single transaction or a series of transactions reasonably intended to achieve the following result described in this paragraph, pursuant to which the shareholders of the Company will not immediately thereafter own shares of the successor or continuing company entitling them to cast more than 50% of the votes attaching to all of the shares in the capital of the successor or continuing company which may be cast at a meeting of shareholders to elect directors of that company; or
- (iii) The liquidation and/or sale of all or substantially all of the assets of the Company, including without limitation the sale of 100% of its interest in a material property (as defined in national instruments).
(b) “Partial Change in Control” means:
- (i) A change in the composition of the Board of Directors of the Company such that the individuals who were members of the board of directors at the time of the entering into of this Agreement cease to constitute a majority of the Board of Directors.

The Company entered into a consulting agreement effective July 1, 2020 (the “ Effective Date ”) with Venturex Consulting (“ Venturex ” or the “ Contractor ”) and Jeannine Webb, whereby Venturex provides the Company with the services of Jeannine Webb as the Chief Financial Officer of the Company, for a fee of $4,000 per month plus expenses incurred on behalf of the Company. Pursuant to the consulting agreement, Mrs. Webb is eligible for stock options as determined by the Board of Directors of the Company from time to time. The term of the agreement is in force for an indefinite term and the agreement may be terminated by either party at any time by giving 30 days written notice.

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Pursuant to the consulting agreement, the consulting agreement may be terminated by either party at any time by:

(a) the Contractor, giving at least 30 days' notice in writing to the Company;
(b) the Company in its sole discretion without cause at any time by providing 30 days' notice to the Contractor, or compensation in lieu of notice in an amount representing the fees for the 30 day notice period, calculated in accordance with the average fees paid to the Contractor over the previous 30 day period;
(c) the Company at any time in the event of any material breach of the consulting agreement by the Contractor, without notice and without any payment to the Contractor whatsoever, save and except for the payment of any accrued and unpaid fees and out-of-pocket expenses incurred up to and including the date of termination of the consulting agreement;
(d) the Company after the initial 90 days from the Effective Date without cause within the period defined by 90 days prior to and 24 months following a Change of Control (as defined below), being agreed that, in such Change of Control event, the Contractor would receive the full amount representing the 24 months’ severance to be paid to the Contractor under the consulting agreement;
(e) upon termination of the consulting agreement for any reason, the Company will immediately provide to the Contractor (i) all accrued and unpaid fees to and including the date of termination; (ii) all out-of-pocket expenses incurred up to the date of termination; and (iii) 24 months of the service fees then in effect in circumstance where the Contractor terminates the consulting agreement within the period set out in above;
(f) upon termination of the consulting agreement for any reason, any options held by the exectuvie will continue to vest in accordance with the terms of the consulting agreement and the Stock Option Plan.
A “change of control” is defined as:
(i) any one or more of:a successful takeover bid made for the common shares of the Company under which the offeror takes up and pays for common shares of the Company;
(ii) the election by the shareholders of the Company of less than a majority of the persons named by management of the Company as nominated or intended to be nominated by management in an information circular prepared by management in connection with an annual or special meeting of shareholders of the Company;
(iii) the sale of all or substantially all the assets of the Company, except that no change in control will be deemed to occur if such sale is made to a subsidiary or subsidiaries of the Company;
(iv) the sale, exchange or other disposition of a majority of the issued and outstanding common shares of the Company in a single transaction or series of related transactions;
(v) a merger, amalgamation or arrangement of the Company in a transaction or series of transactions in which the Company's shareholders receive less than 51% of the shares of the new or continuing company issued and outstanding upon completion of such transaction or series of transactions, except no change in control will be deemed to occur if such merger, amalgamation or arrangement is with only a subsidiary or subsidiaries of the Company;

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(vi) the dissolution of the Company's business or the liquidation of its assets; or,
(vii) the acquisition, directly or indirectly, through one transaction or a series of transactions, by any person or group of persons acting in concert, of an aggregate of more than 50% of the issued and outstanding common shares of the Company.

The Company had an informal arrangement with Bookskipper Accounting Sales & Services, a company controlled by Mr. Sebastian Tang, the CFO of the Company, whereby Bookskipper Accounting Sales & Services provides accounting and financial statement preparation services to the Company. Fees are charged on a normal commercial basis for such services. There were no provisions in the arrangement with Bookskipper Accounting Sales & Services Inc. with respect to, or any incremental payments that will be triggered by or result from, a change of control, severance, termination or constructive dismissal. Mr. Tang resigned as CFO on March 5, 2020 and effective March 5, 2020 the arrangement terminated.

Oversight and Description of Named Executive Officer and Director Compensation

The Company’s Named Executive Officer and director compensation is administered by the Board. The Board has primary responsibility for approval with respect to the appointment and remuneration of Named Executive Officers of the Company and the remuneration of the Board. The Board also evaluates the performance of the Company’s senior executive officers and reviews the design and competitiveness of the Company’s compensation plans.

The executive compensation program is designed to encourage, compensate and reward employees on the basis of individual and corporate performance, both in the short and the long term. Base salaries are competitive with corporations of a comparable size and stage of development within the mineral exploration industry, thereby enabling the Company to compete for and retain executives critical to the Company’s long term success. Incentive compensation is directly tied to corporate and individual performance. Share ownership opportunities are provided to align the interests of executive officers with the longer term interests of shareholders. Compensation for each of the Named Executive Officers consists of a base salary, along with annual incentive compensation in the form of a performance based bonus, and a longer term incentive in the form of stock options.

Base Salary

The Board approves ranges for base salaries for employees at all levels of the Company based on reviews of market data from peer companies in the mineral exploration industry. In selecting peer group companies, the Board primarily looks for public companies that are comparable in terms of business and size. The level of base salary for each employee within a specified range is determined by the level of past performance, as well as by the level of responsibility and the importance of the position to the Company.

The Board approves the base salary to be paid to the Chief Executive Officer, and Chief Financial Officer.

Annual Bonus

Senior managers are eligible for annual incentive awards. Corporate performance, as assessed by the Board, determines the aggregate amount of bonus to be paid by the Company to all eligible senior managers in respect of a fiscal year.

The aggregate amount of bonus to be paid will vary with the degree to which targeted corporate performance was achieved for the year. The individual performance factor allows the Company effectively to recognize and reward those individuals whose efforts have assisted the Company to attain its corporate performance objective.

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The Board approves the bonuses to be paid to the Chief Executive Officer, and the Chief Financial Officer.

Stock Options

The Plan is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term, to enable the Company to attract and retain individuals with experience and ability and to reward individuals for current performance and expected future performance. The Board considers stock option grants when reviewing executive officer compensation packages as a whole.

The Board has sole discretion to determine the key employees to whom it recommends that grants be made and to determine the terms and conditions of the options forming part of such grants. The Board approves ranges of stock option grants for each level of executive officer. Individual grants are determined by an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of the position to the Company.

The number of stock options which may be issued under the Plan in the aggregate and in respect of any fiscal year is limited under the terms of the Plan and cannot be increased without shareholder approval.

Directors

The directors are entitled to receive directors’ fees for attending, in person or by telephone, a meeting of the Board of Directors or each Board committee. See “Table of Compensation Excluding Compensation Securities” under “Director and Named Executive Officer Compensation, Excluding Compensation Securities” above for the amounts of directors’ fees paid to the directors for meetings of the Board of Directors or Board committee for the fiscal year ended October 31, 2020.

In addition, all directors are entitled to be reimbursed for reasonable travel expenses incurred with respect to their attendance at meetings of the Board of Directors and the Board Committees. In addition, each director is eligible to receive stock options pursuant to the Plan.

Pension Disclosure

The Company did not have any pension plans in place that provided for payments or benefits made to the Named Executive Officers or directors at, following, or in connection with retirement during the fiscal year ended October 31, 2020.

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Lucky Minerals Inc. Remuneration Information 2021

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