Mako Mining — Remuneration Information 2021

Jun 30, 2021

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STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Elements of Executive Compensation

The current executive compensation program of Mako Mining Corp. (the “ Company ”) consists of an annual base salary, cash bonuses granted from time to time, and long term incentives in the form of stock options granted under the 2017 stock option plan of the Company (the “ Stock Option Plan ”).

The base salaries paid to officers of the Company are intended to provide fixed levels of pay that reflect each officer’s primary duties and responsibilities and the level of skill and experience required to successfully perform their role. The Company’s goal is to pay base salaries to its officers that are competitive when compared to those holding similar positions in companies of comparable stage of development within the mining industry, in order to attract and retain executive talent in the market in which the Company competes for talent. Base salaries are reviewed annually by the Compensation Committee of the Board of Directors (the “ Compensation Committee ”).

Any cash bonuses are paid, from time to time, at the discretion of the Compensation Committee and Board, including for extraordinary performance for any given year and/or the attainment of goals and objectives set for the executives, in order to motivate executives to achieve short-term corporate goals.

The incentive component of the Company’s compensation program is the potential longer term reward provided through the grant of stock options. The Stock Option Plan is intended to attract, retain and motivate the executive officers and directors, among other eligible participants, of the Company, and to align the interests of those individuals with those of the Company’s shareholders with a view to driving growth and enhancing shareholder value. The Stock Option Plan provides such individuals with an opportunity to acquire a proprietary interest in the Company’s value growth through the exercise of stock options. Options are granted at the discretion of the Company’s board of directors (the “ Board ”), with the assistance of the Compensation Committee, which considers factors such as how other mineral exploration and junior mining companies grant options and the potential value that each optionee is contributing to the Company in determining the number of options granted to each individual. Stock options are granted at an exercise price of not less than the prevailing market price of the Company’s common shares at the time of the grant, and for a term of exercise not exceeding ten years.

The Company has not currently identified specific performance goals or benchmarks related to executive compensation, but does, from time to time, review compensation practices of companies of similar size and stage of development to ensure the compensation paid is competitive within the Company’s industry. The stage of the Company’s development and the small size of its specialized management team allow frequent communication and constant management decisions in the interest of developing shareholder

value as a primary goal. As the Company progresses into a revenue producing entity, and performance goals are more apt to be delegated, particular performance goals will become more relevant and measurable, and, accordingly, included in the executive compensation structure.

Compensation Policies and Risk Management

The Board considers the implications of the risks associated with the Company’s compensation program and practices when determining rewards for its officers. The Board reviews, at least once annually, the risks, if any, associated with the Company’s compensation program and practices.

Executive compensation is currently comprised of short-term compensation, in the form of a base salary and cash bonuses from time to time, and long-term incentives through the grant of stock options under the Stock Option Plan. This structure ensures that a significant portion of executive compensation, being in the form of stock options, is both long-term and “at risk” and, accordingly, is directly linked to the achievement of business results and the creation of long-term shareholder value. As the benefits of such compensation, if any, are not realized by officers until a significant period of time has passed, the ability of officers to take inappropriate or excessive risks that are beneficial to their short-term compensation at the expense of the Company and the shareholders is mitigated.

Due to the small size of the Company and the current level of the Company’s activity, the Board is able to closely monitor and consider any risks which may be associated with the Company’s compensation program and practices. Risks, if any, may be identified and mitigated through Board meetings during which financial and other information of the Company are reviewed. No risks have been identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

Hedging of Economic Risks in the Company’s Securities

The Company has not adopted a policy prohibiting directors or officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of the Company’s securities granted as compensation or held, directly or indirectly, by directors or officers. However, the Company is not aware of any directors or officers having entered into this type of transaction.

Option-based Awards

The Stock Option Plan has been to provide common share purchase options, which are granted in consideration of the level of responsibility of the executive as well as their impact or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSX Venture Exchange (the “ TSXV ”), and closely align the interests of the executive officers with the interests of shareholders.

The Board, together with the assistance of the Compensation Committee, has the responsibility to administer the compensation program related to the executive management of the Company, including option-based awards.

Compensation Governance

The Company’s compensation philosophy for its Named Executive Officers (as hereinafter defined) is designed to attract well qualified individuals in what is essentially an international market by paying competitive base salaries plus long term incentive compensation in the form of stock options. The Compensation Committee makes its recommendations, without reference to formal objectives, criteria or analysis, to the Board, which meets to discuss and determine executive compensation. In making its determinations regarding the various elements of executive compensation, the Board does not currently

benchmark its executive compensation program, but from time to time does review compensation practices of companies of similar size and stage of development to ensure the compensation paid is competitive within the Company’s industry and geographic location while taking into account the financial and other resources of the Company. In respect of the 2020 executive compensation, the Company did not use a compensation consultant.

The Company’s Compensation Committee is currently comprised of John Pontius (independent) who is the Chair, John Hick (independent) and John Stevens (independent). The role of the Compensation Committee is, in part, to assist the Board in approving and monitoring the Company’s practices with respect to compensation. The Compensation Committee members have significant experience in the mining sector as senior executives and as members of the boards of directors and committees of other public corporations. Each member draws on his respective management and executive compensation experience to provide relevant compensation-related expertise. The Board is confident that the collective experience of the Compensation Committee members ensures that the Compensation Committee has the knowledge and experience to execute its mandate effectively and to make executive compensation decisions in the best interests of the Company.

In 2021, the Compensation Committee retained the Bedford Consulting Group, Inc. (“ Bedford ”) to work on providing an independent executive compensation assessment and independent advice to the Compensation Committee on the Company’s executive compensation program. As part of its engagement, Bedford’s proposed mandate will be to develop a compensation peer group for the Company, and, based on the agreed upon peer group, benchmark (a) executive management cash compensation, including base salary, annual bonus/short-term incentive plan eligibility; (b) executive management long-term incentive plan awards, and total compensation; (c) executive management and director long-term incentive plan composition breakdown; and (d) director compensation. Bedford was retained following the most recently completed year end and the Company did not pay any fees to a compensation consultant in the past two financial years.

The duties and responsibilities of the Chief Executive Officer are typical of those of a business entity of the Company’s size and stage of development within the mining industry. The primary role of the Chief Executive Officer of the Company is to manage the Company in an effective, efficient and forwardlooking way and to fulfil the priorities, goals and objectives determined by the Board in the context of the Company’s strategic plans, budgets and responsibilities set out below, with a view to increasing shareholder value.

Summary Compensation Table

The following table sets forth all annual and long term compensation of the Named Executive Officers of the Company for each of the three most recently completed financial years of the Company. “ Named Executive Officer ” or “ NEO ” refers to (a) each individual who, 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, 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) the most highly compensated executive officer, other than the individuals identified in (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, for that financial year; and (d) each individual who would be a named executive officer under (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. The Named Executive Officers of the Company for the most recent year end, being the year ended December 31, 2020, were Akiba Leisman, the Company’s CEO, Scott Kelly, the Company’s Former CFO and Corporate Secretary, Jesse Munoz, the Company’s Chief Operating Officer (“ COO ”) and Cesar Gonzalez, the Company’s Vice President of Corporate Development.

All dollar amounts referenced in this Information Circular are expressed in Canadian dollars, unless otherwise indicated.

NEO Name and Principal Position	Year	Salary ($)	Share- Based Awards ($)	Option- Based Awards(7) ($)	Non-Equity Incentive Plan Compensation ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation(8) ($)	Total Compensation ($)
					Annual Incentive Plans	Long- term Incentive Plans
Akiba Leisman(3) CEO	2020 2019(1) 2019(2)	232,960 99,233 Nil	Nil Nil Nil	Nil 483,292 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	349,530 14,404 12,003	582,490 596,929 12,003
Scott Kelly(4) Former CFO and Corporate Secretary	2020 2019(1) 2019(2)	195,000 131,250 75,000	Nil Nil Nil	Nil 17,211 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	195,000 148,461 75,000
Jesse Munoz(5) COO	2020 2019(1) 2019(2)	316,426 78,207 n/a	Nil Nil n/a	Nil 96,957 n/a	Nil Nil n/a	Nil Nil n/a	Nil Nil n/a	319,530 Nil n/a	635,956 175,164 n/a
Cesar Gonzalez(6) VP of Corporate Development	2020 2019(1) 2019(2)	201,519 82,149 Nil	Nil Nil Nil	Nil 260,234 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	202,501 16,644 12,003	404,020 359,027 12,003

Notes:

• (1) Reflects compensation earned during the Company’s eight month transition year ended December 31, 2019 (the “ Transition Year ”), following its change of year end from April 30[th] to December 31[st.]

• (2) Reflects compensation earned during the Company’s year ended April 30, 2019.

• (3) Mr. Leisman was appointed by the Board as the Interim CEO of the Company on March 13, 2019 and as the CEO on August 9, 2019. Mr. Leisman provided services through Xiphias Management Services, which is controlled by Mr. Leisman, and earned $99,233 (US$76,404 based on an average exchange rate of US$1.00 = $1.2988 during the eight month period ended December 31, 2019) for his role as CEO during the Transition Year. Mr. Leisman is also a director of the Company and earned $12,003 for his role as a director for the year ended April 30, 2019, $14,404 for his role as a director for the Transition Year and $30,000 for his role as a director in 2020 (collectively, the “ Leisman Director Fees ”). During the year ended December 31, 2020, Mr. Leisman earned $225,460 (US$176,400 based on an average exchange rate of US$1.00 = $1.27812) for his role as CEO. Mr. Leisman also earned a performance bonus of $319,530 ((US$250,000 based on an average exchange rate of US$1.00 = $1.27812) in 2020, which remains unpaid and will be paid in the current financial year (the “ Leisman Performance Bonus ”). Effective January 1, 2021, Mr. Leisman’s salary was increased from US$176,400 to US$275,000.

• (4) Mr. Kelly was appointed as Interim CFO and Corporate Secretary of the Company on November 9, 2018 and as CFO on March 13, 2019. Mr. Kelly provided services as CFO and Corporate Secretary of the Company through Tuareg Consulting Inc. a company controlled by Mr. Kelly. Subsequent to the fiscal year ended December 31, 2020, Mr. Kelly ceased as CFO and Corporate Secretary of the Company on February 1, 2021, and Ms. Milagros Paredes was appointed as the new CFO and Corporate Secretary of the Company effective February 1, 2021.

• (5) On November 9, 2018, Mr. Munoz was appointed COO of the Company, and earned $78,207 (US$60,215 based on an average exchange rate of US$1.00 - $1.2988 during the eight month period ended December 31, 2019) for his role as COO during the Transition Year. During the year ended December 31, 2020, Mr. Munoz earned $308,926 (US$241,703 based on an average exchange rate of US$1.00 = $1.27812) for his role as COO. Mr. Munoz earned a performance bonus in 2020 of $319,530 ((US$250,000 based on an average exchange rate of US$1.00 = $1.27812).,which remains unpaid and will be paid

in the current financial year (the “ Munoz Performance Bonus ”). Effective January 1, 2021, Mr. Munoz’s salary was increased from US$200,000 to US$250,000.

• (6) Mr. Gonzalez served as a Director of the Company from November 9, 2018 to June 5, 2020, and earned $12,003 for his role as a director for the year ended April 30, 2019, $16,644 for his role as a director for the Transition Year and $10,783 for his role as a director during 2020 (collectively, the " Gonalez Director Fees ”). Mr. Gonzalez was appointed Vice President of Corporate Development effective July 29, 2019, and earned $82,149 (US$63,250 based on an average exchange rate of US$1.00 = $1.2988 during the eight month period ended December 31, 2019) for his role as Vice President of Corporate Development during the Transition Year. During the year ended December 31, 2020, Mr. Gonzalez earned $194,019 (US$151,800 based on an average exchange rate of US$1.00 = $1.27812) for his role as Vice President of Corporate Development. Mr. Gonzalez earned a performance bonus of $191,718 ((US$150,000 based on an average exchange rate of US$1.00 = $1.27812) in 2020, which remains unpaid and will be paid in 2021 (the “ Gonzalez Performance Bonus ”). Effective January 1, 2021, Mr. Gonzalez’s salary was increased from US$151,800 to US$200,000.

• (7) The Company used the Black-Scholes pricing model as the methodology to calculate the grant date fair value for options granted, and relied on the following the key assumptions and estimates for each calculation: (i) risk free interest rate of 1.51%; (ii) expected dividend yield of 0%; (iii) expected volatility of 66.02%; and (iv) an expected term of up to five years. The Black-Scholes pricing model was used to estimate the fair value as it is the most accepted methodology.

• (8) The amounts disclosed in this column for the applicable NEO reflect the Leisman Director Fees, the Leisman Performance Bonus, the Munoz Performance Bonus, the Gonzalez Director Fees and the Gonzalez Performance Bonus, respectively, as detailed in the footnotes above.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out all the option-based and share-based awards outstanding as at December 31, 2020, for each NEO:

		Option-Based Awards	Option-Based Awards			Share-Based Awards	Share-Based Awards
					Number of
	Number of			Value of	Shares Or	Market or Payout	Market or Payout
	Securities			Unexercised	Units Of	Value Of Share-	Value Of Vested
	Underlying	Option		In-The-	Shares That	Based Awards	Share-Based
	Unexercised	Exercise		Money	Have Not	That Have Not	Awards not paid
	Options	Price	Option	Options	Vested	Vested	out or distributed
			Expiration
Name	(#)	($)	Date	($)(1)	(#)	($)	($)
Akiba Leisman CEO	5,265,000 5,265,000 5,265,000 5,265,000	0.1625 0.2250 0.2875 0.3500	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024	1,250,438 921,375 592,313 263,250	Nil	Nil	Nil
Scott Kelly CFO and Corporate Secretary	187,500 187,500 187,500(2) 187,500(2)	0.1625 0.2250 0.2875 0.3500	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024	44,531 32,813 21,094 9,375	Nil	Nil	Nil
Jesse Munoz COO	1,056,250 1,056,250 1,056,250 1,056,250	0.1625 0.2250 0.2875 0.3500	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024	250,859 184,844 118,828 52,813	Nil	Nil	Nil
Cesar Gonzalez VP of Corporate Development	2,835,000 2,835,000 2,835,000 2,835,000	0.1625 0.2250 0.2875 0.3500	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024	673,313 496,125 318,938 141,750	Nil	Nil	Nil

Note:

• (1) Value of unexercised in-the-money options is calculated based on the difference between the market value of the Company’s common shares as at December 31, 2020 and the exercise price of the options. The closing price of the Company’s shares on the TSXV on December 31, 2020 was $0.40 per share.

• (2) Subsequent to December 31, 2020, Mr. Kelly ceased to be an Officer of the Company and as a result 375,000 stock options were not vested and cancelled.

Incentive Plan Awards – Value Vested or Earned During the financial year ended December 31, 2020

Name			Non-Equity Incentive
	Option-Based Awards	Share-Based Awards	Plan Compensation -
	- Value Vested	- Value Vested	Value Earned
	During the Year	During the Year	During the Year
	($)	($)	($)
Akiba Leisman,CEO	1,447,875(1)	Nil	Nil
Scott Kelly, CFO and Corporate Secretary	51,563(2)	Nil	Nil
Jesse Munoz,COO	290,469(3)	Nil	Nil
Cesar Gonzalez,VP of Corporate Development	779,625(4)	Nil	Nil

Note:

• (1) During the financial year ended December 31, 2020, Mr. Akiba had 5,265,000 options vested with a value of $1,447,875 as the exercise price of the Options are $0.225 and the market Price on the date of vesting was $0.50.

• (2) During the financial year ended December 31, 2020, Mr. Kelly had 187,500 options vested with a value of $51,563 as the exercise price of the Options are $0.225 and the market Price on the date of vesting was $0.50.

• (3) During the financial year ended December 31, 2020, Mr. Munoz had 1,056,250 options vested with a value of $290,469 as the exercise price of the Options are $0.225 and the market Price on the date of vesting was $0.50.

• (4) During the financial year ended December 31, 2020, Mr. Gonzalez had 2,835,000 options vested with a value of $290,469 as the exercise price of the Options are $0.225 and the market Price on the date of vesting was $0.50.

The Company did not have any incentive plans, pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a specified period was awarded, earned, paid or payable to the NEOs.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.

Termination and Change of Control Benefits

The Company has no compensatory plan, contract or agreement with any NEO, except as follows.

Akiba Leisman

Mr. Leisman serves as the CEO of the Company and currently receives a base salary from the Company in the amount of $7,500 per year pursuant to the terms of an employment agreement with the Company, entered into effective October 1, 2019. Pursuant to the employment agreement, Mr. Leisman provides general management and oversight of all operational, administrative, financial and legal matters affecting the Company and such other additional services as may be agreed to from time to time. The employment agreement with the Company provides that Mr. Leisman may terminate his employment by providing the Company with 60 days prior written notice and, in the event of such termination, Mr. Leisman shall be entitled to all compensation accrued through the effective date of such termination and no further rights to compensation or benefits from the Company. In the event Mr. Leisman’s employment is terminated by the Company without cause, the Company must provide Mr. Leisman with the greater of: (i) twelve (12)

months notice of termination or base salary in lieu of such notice; or (ii) the minimum entitlements to notice of termination and severance pay, if applicable, under the Employment Standards Act, 2000 , as amended (the “ ESA ”). Mr. Leisman’s participation under employee benefits will continue for such minimum period as required by the ESA. In the event Mr. Leisman is terminated in connection with a change of control of the Company, he shall be entitled to receive compensation equal to twelve (12) months of his then current base salary, which shall be paid over a twelve-month period, subject to Mr. Leisman executing a non-revocable standard form of release acceptable to the Company.

Mr. Leisman also has a consulting agreement through his wholly owned company, Xiphias Management Services, with the Company’s subsidiary, Mako US Corp. (“ Mako US ”) pursuant to which he is paid US$14,700 per month (US$176,400 per annum) to provide ongoing consultation to Mako US regarding its management services business, including executive, managerial and administrative activities assigned to him by Mako US, entered into effective August 1, 2019. The consulting agreement provides that either Mako US or Mr. Leisman may terminate the consulting agreement by providing 60 days prior written notice and, in the event of termination without cause, Mr. Leisman shall be entitled to any fees then due and payable for services completed to the date of termination. In the event Mr. Leisman’s consulting agreement is terminated as a result of a change or control of the Company, Mr. Leisman shall be entitled to receive the greater of (a) the amount represented by 12 months of consulting fees, or (b) the total cash compensation received by Mr. Leisman in the trailing 12 months prior to the change of control. Subsequent to the year ended December 31, 2020, Mr. Leisman’s salary was increased from US$176,000 per annum to US$275,000 per annum.

Maria Milagros Paredes

Ms. Paredes serves as the CFO and Corporate Secretary of the Company and currently receives a base salary from the Company in the amount of $7,500 per year pursuant to the terms of an executive employment agreement with the Company, entered into effective February 1, 2021. Pursuant to the employment agreement, Ms. Paredes provides those services which would normally be undertaken by a CFO and Corporate Secretary including but not limited to general management and oversight of all financial, reporting administrative and legal matters affecting the Company and such other additional services as may be agreed to from time to time. The employment agreement with the Company provides that Ms. Paredes may terminate her employment by providing the Company with 60 days prior written notice and, in the event of such termination, Ms. Paredes shall be entitled to all compensation accrued through the effective date of such termination and no further rights to compensation or benefits from the Company. In the event Ms. Paredes’ employment is terminated by the Company without cause, the Company must provide Ms. Paredes with the greater of: (i) twelve (12) months notice of termination or base salary in lieu of such notice; or (ii) the minimum entitlements to notice of termination and severance pay, if applicable, under the Employment Standards Act, 2000 , as amended (the “ ESA ”). Ms. Paredes’ participation under employee benefits will continue for such minimum period as required by the ESA. In the event Ms. Paredes is terminated in connection with a change of control of the Company, she shall be entitled to receive compensation equal to twelve (12) months of her then current base salary, which shall be paid over a twelve-month period, subject to Ms. Paredes executing a non-revocable standard form of release acceptable to the Company.

Ms. Paredes also has an executive employment agreement with Mako US, pursuant to which she is paid US$14,167 per month (US$170,000 per annum) to perform services as Chief Financial Officer of Mako US. The employment agreement provides that either Mako US or Ms. Paredes may terminate the employment agreement by providing 60 days prior written notice and, in the event of termination without cause, Ms. Paredes shall be entitled to any fees then due and payable for services completed to the date of termination. In the event Ms. Paredes’ employment agreement is terminated as a result of a change or control of the Company or without cause, Ms. Paredes shall be entitled to receive compensation equal to 12 months of consulting fees paid over a twelve-month period consistent with the Company’s regular payroll schedule.

Cesar Gonzalez

Mr. Gonzalez serves as VP of Corporate Development of the Company and currently receives a base salary from the Company in the amount of $7,500 per year pursuant to the terms of an executive employment agreement with the Company, entered into effective October 1, 2019. Pursuant to the employment agreement, Mr. Gonzalez provides those services which would normally be undertaken by a VP of Corporate Development including but not limited to general management and oversight of all operational, administrative, financial and legal matters affecting the Company and such other additional services as may be agreed to from time to time. The employment agreement with the Company provides that Mr. Gonzalez may terminate his employment by providing the Company with 60 days prior written notice and, in the event of such termination, Mr. Gonzalez shall be entitled to all compensation accrued through the effective date of such termination and no further rights to compensation or benefits from the Company. In the event Mr. Gonzalez’s employment is terminated by the Company without cause, the Company must provide Mr. Gonzalez with the greater of: (i) twelve (12) months notice of termination or base salary in lieu of such notice; or (ii) the minimum entitlements to notice of termination and severance pay, if applicable, under the Employment Standards Act, 2000 , as amended (the “ ESA ”). Mr. Gonzalez’s participation under employee benefits will continue for such minimum period as required by the ESA. In the event Mr. Gonzalez is terminated in connection with a change of control of the Company, he shall be entitled to receive compensation equal to twelve (12) months of his then current base salary, which shall be paid over a twelve-month period, subject to Mr. Gonzalez executing a non-revocable standard form of release acceptable to the Company.

Mr. Gonzalez also has a consulting agreement through his wholly owned company, CNG Advisors LLC, with the Company’s subsidiary, Mako US Corp. (“ Mako US ”) pursuant to which Mr. Gonzalez is paid US$12,650 per month (US$151,800 per annum) to provide ongoing consultation to Mako US regarding its management services business, including executive, managerial and administrative activities assigned to him by Mako US, entered into effective October 1, 2019. The consulting agreement provides that either Mako US or Mr. Gonzalez may terminate the consulting agreement by providing 60 days prior written notice and, in the event of termination without cause, Mr. Gonzalez shall be entitled to any fees then due and payable for services completed to the date of termination. In the event Mr. Gonzalez consulting agreement is terminated as a result of a change or control of the Company, Mr. Gonzalez shall be entitled to receive the greater of (a) the amount represented by 12 months of consulting fees, or (b) the total cash compensation received by Mr. Gonzalez in the trailing 12 months prior to the change of control. Subsequent to the year ended December 31, 2020, Mr. Gonzalez’s salary was increased from US$152,000 per annum to US$200,000 per annum.

Jesse Munoz

Mr. Munoz serves as Chief Operating Officer of the Company and currently receives a base salary from the Company in the amount of $7,500 per year pursuant to the terms of an executive employment agreement with the Company, entered into effective October 1, 2019. Pursuant to the employment agreement, Mr. Munoz provides those services which would normally be undertaken by a Chief Operating Officer including but not limited to general management and oversight of all operational, administrative, financial and legal matters affecting the Company and such other additional services as may be agreed to from time to time. The employment agreement with the Company provides that Mr. Munoz may terminate his employment by providing the Company with 60 days prior written notice and, in the event of such termination, Mr. Munoz shall be entitled to all compensation accrued through the effective date of such termination and no further rights to compensation or benefits from the Company. In the event Mr. Munoz’s employment is terminated by the Company without cause, the Company must provide Mr. Munoz with the greater of: (i) twelve (12) months notice of termination or base salary in lieu of such notice; or (ii) the minimum entitlements to notice of termination and severance pay, if applicable, under the Employment Standards Act, 2000 , as amended (the “ ESA ”). Mr. Munoz participation under employee benefits will continue for such minimum period as required by the ESA. In the event Mr.

Munoz is terminated in connection with a change of control of the Company, he shall be entitled to receive compensation equal to twelve (12) months of his then current base salary, which shall be paid over a twelve-month period, subject to Mr. Munoz executing a non-revocable standard form of release acceptable to the Company.

Mr. Munoz also serves as Chief Operating Officer of Mako US Corp. (“ Mako US ”), a subsidiary of the Company and as such has an executive employment agreement with Mako US dated September 23, 2019, pursuant to which Mr. Munoz is paid US$16,667 per month (US$200,000 per annum). The executive employment agreement provides that either Mako US or Mr. Munoz may terminate the agreement by providing 60 days prior written notice and, in the event of termination without cause, Mr. Munoz shall be entitled to any fees then due and payable for services completed to the date of termination. In the event Mr. Munoz agreement is terminated as a result of a change or control of the Company, Mr. Munoz shall be entitled to receive the greater of (a) the amount represented by 12 months of consulting fees, or (b) the total cash compensation received by Mr. Munoz in the trailing 12 months prior to the change of control. Subsequent to the year ended December 31, 2020, Mr. Munoz’s salary was increased from US$200,000 per annum to US$250,000 per annum.

Payments on a Termination/Change of Control as of December 31, 2020

Assuming a termination without cause or on a change of control of the Company occurred as of December 31, 2020, it is estimated that Messrs. Leisman, Kelly, Gonzalez and Munoz would have been entitled to the following payments:

	Termination Without Cause/Change of Control Payments
Name of NEO	($)
Akiba Leisman,CEO	232,960(1)
Scott Kelly, CFO and Corporate Secretary	195,000(2)
Cesar Gonzalez,Vice President,Corporate Development	201,519(3)
Jesse Munoz,Chief OperatingOfficer	263,124(4)

Note:

• (1) Approximately US$176,400 using an exchange rate of US$1.00 = $1.27812 as of December 31, 2020 and CDN$7,500. Effective January 1, 2021, Mr. Leisman’s salary was increased from US$176,400 to US$275,000.

• (2) Mr. Kelly ceased to be CFO and Corporate Secretary on February 1, 2021.

• (3) Approximately US$151,800 using an exchange rate of US$1.00 = $1.27812 as of December 31, 2020 and CDN$7,500. Effective January 1, 2021, Mr. Gonzalez’s salary was increased from US$151,800 to US$200,000.

• (4) Approximately US$200,000 using an exchange rate of US$1.00 = $1.27812 as of December 31, 2020 and CDN$7,500. Effective January 1, 2021, Mr. Munoz’s salary was increased from US$200,000 to US$250,000.

Director Compensation

The following table sets forth all amounts of compensation provided to the directors of the Company (who are not also a NEO) during the financial year ended December 31, 2020.

Director Name (1)(2)(5)	Fees Earned ($)	Share- Based Awards ($)	Option- Based Awards ($)(4)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
John Hick	40,000	Nil	86,451	Nil	Nil	Nil	126,451
Rael Lipson	25,000	Nil	57,634	Nil	Nil	Nil	82,634
John Pontius	25,000	Nil	57,634	Nil	Nil	Nil	82,634
John Stevens	26,834	Nil	57,634	Nil	Nil	Nil	84,468

Paul Jacobi	30,000	Nil	57,634	Nil	Nil	Nil	87,633
Mario Caron(3)	17,060	Nil	57,634	Nil	Nil	Nil	74,694

Notes:

• (1) Akiba Leisman, the CEO of the Company, is also a director of the Company and received fees as a director during the year ended December 31, 2020. See “ Summary Compensation Table ”.

• (2) Cesar Gonzalez, the Vice President of Corporate Development of the Company was also a director for a portion of 2020 and received fees as a director during such time. See “ Summary Compensation Table ”. Mr. Gonzalez resigned as a director the Company effective June 5, 2020, but remains in his role as an executive officer of the Company.

• (3) Appointed as a director effective June 5, 2020.

• (4) The Company used the Black-Scholes pricing model as the methodology to calculate the grant date fair value for options granted during the year ended December 31, 2020, and relied on the following the key assumptions and estimates for each calculation under the following assumptions: (i) risk free interest rate of 0.35%; (ii) expected dividend yield of 0%; (iii) expected volatility of 69.25%; and (iv) an expected term of up to five years.

• (5) In 2020, directors earned a $25,000 retainer fee and the, Chairman of the Board earned an additional fee of $10,000. The chair of each Board Committee earned an additional fee of $5,000 in 2020. During 2020, the Compensation Committee recommended and the Board approved an increase in Committee fees for non-executive directors to $2,500 per annum, with the annual fee payable to the chair of each Committee remaining at $5,000.

The Company had no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as a consultant or expert during the most recently completed financial year, or subsequently, up to and including the date of this Statement of Executive Compensation.

Directors are granted stock options, from time to time, under the Stock Option Plan. The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the directors of the Company and to closely align the personal interests of such persons to that of the shareholders.

Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding under incentive plans of the Company at the end of the most recently completed financial year, including awards granted before December 31, 2020, to each of the directors (who are not also NEOs):

		Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards
Director Name						Market or
	Number of				Number of	Payout Value
	Securities			Value of	Shares Or Units	Of Share-Based
	Underlying	Option		Unexercised	Of Shares That	Awards That
	Unexercised	Exercise		In-The-Money	Have Not	Have Not
	Options	Price		Options	Vested	Vested
			Option
	(#)	($)	Expiration Date	($) (1)	(#)	($) (1)
John Hick	37,500 37,500 37,500 37,500 300,000	0.1625 0.2250 0.2875 0.3500 0.5100	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024 July, 21, 2025	8,906 6,563 4,219 1,875 Nil	Nil	Nil
Rael Lipson	25,000 25,000 25,000 25,000 120,000 250,000	0.1625 0.2250 0.2875 0.3500 0.1950 0.1000	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024 August 9, 2023 February 19, 2021	5,938 4,375 2,813 1,250 24,600 75,000	Nil	Nil

		Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards
Director Name						Market or Payout Value Of Share-Based Awards That Have Not Vested ($) (1)
	Number of				Number of
	Securities			Value of	Shares Or Units
	Underlying	Option		Unexercised	Of Shares That
	Unexercised	Exercise		In-The-Money	Have Not
	Options	Price		Options	Vested
			Option
	(#)	($)	Expiration Date	($) (1)	(#)
	400,000 200,000	0.2500 0.5100	June 14, 2021 July21,2025	60,000 Nil		Nil Nil Nil Nil
John Pontius	25,000 25,000 25,000 25,000 200,000	0.1625 0.2250 0.2875 0.3500 0.5100	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024 July 21, 2025	5,938 4,375 2,813 1,250 Nil	Nil
Paul Jacobi	25,000 25,000 25,000 25,000 200,000	0.1625 0.2250 0.2875 0.3500 0.5100	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024 July 21, 2025	5,938 4,375 2,813 1,250 Nil	Nil
John Stevens	200,000	0.5100	July 21, 2025	Nil	Nil
Mario Caron	200,000	0.5100	July 21, 2025	Nil	Nil

Notes:

• (1) Value calculated based on the difference between the market value of the Company’s common shares as at December 31 2020 and the exercise price of the options. The closing price of the Company’s shares on the TSXV on December 31, 2020 was $0.40 per share.

Incentive Plan Awards – Value Vested or Earned During the Year

The value vested or earned during the financial year ended December 31, 2020 in connection with incentive plan awards granted to directors who are not Named Executive Officers are as follows:

			Non-Equity Incentive
	Option-Based Awards	Share-Based Awards	Plan Compensation -
	- Value Vested	- Value Vested	Value Earned
	During The Year	During The Year	During The Year
Name	($)(1)	($)	($)
John Hick	$10,213.50(2)	Nil	Nil
Rael Lipson	$6,875(3)	Nil	Nil
John Pontius	$6,875(4)	Nil	Nil
Paul Jacobi	$6,875(5)	Nil	Nil
John Stevens	Nil	Nil	Nil
Mario Caron	Nil	Nil	Nil

Note:

(1) On July 21, 2021, the Company granted options which options vested on the date of grant. The trading price on the date of grant was equal to the exercise price, therefor, there was no “in-the-money” value on the date the options vested.

• (2) During the financial year ended December 31, 2020, Mr. Hick had 37,500 options vested with a value of $10,213.50 as the exercise price of the Options are $0.225 and the market Price on the date of vesting was $0.50.

• (3) During the financial year ended December 31, 2020, Mr. Lipson had 25,000 options vested with a value of $6,875 as the exercise price of the Options are $0.225 and the market Price on the date of vesting was $0.50.

• (4) During the financial year ended December 31, 2020, Mr. Pontius had 25,000 options vested with a value of $6,875 as the exercise price of the Options are $0.225 and the market Price on the date of vesting was $0.50.

• (5) During the financial year ended December 31, 2020, Mr. Jacobi had 25,000 options vested with a value of $6,875 as the exercise price of the Options are $0.225 and the market Price on the date of vesting was $0.50.

The Company does not currently have any incentive plans, pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a specified period is awarded, earned, paid or payable to the directors.