Mako Mining — Remuneration Information 2023

Jun 30, 2023

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STATEMENT OF EXECUTIVE COMPENSATION OF MAKO MINING CORP. (the “Company”)

All dollar amounts referenced in this Statement of Executive Compensation are expressed in United States dollars, unless otherwise indicated. References to “C$” are to Canadian dollars.

Compensation Discussion and Analysis

Elements of Executive Compensation

The current executive compensation program of 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 (“ Options ”), restricted share units (“ RSUs ”) and/or deferred share units (“ DSUs ”, and collectively with the Options and RSUs, the “ Awards ”) granted under the Omnibus Incentive Plan 2021 (the “ Omnibus Plan ”). Prior to the implementation of the Omnibus Plan in 2021, Options were granted to Company executives under the 2017 stock option plan of the Company (the “ Prior Option Plan ”) and such Options, to the extent they remain outstanding, continue to be governed by the Prior Option Plan. However, since the adoption of the Omnibus Plan, no new Options are granted under the Prior Option Plan. To-date, no DSUs have been granted to executive officers of the Company. DSUs have only been granted to non-executive members of the Board.

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 (the “ Compensation Committee ”) of the Board of Directors of the Company (the “ Board ”). Historically, short term bonuses have been a combination of cash and Awards.

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In September, 2022, upon recommendation of the Compensation Committee, the Board approved and adopted a new short-term incentive plan for the senior executives of the Company (the “ STI Plan ”), which includes the CEO, the CFO the COO and the Vice-President of Corporate Development, in connection with determining annual cash bonuses and RSUs to be paid to such executives. The STI Plan includes weighted key performance indicators (“ KPIs ”), based on certain corporate KPIs, individual KPIs and a discretionary component, with bonuses calculated as a percentage of base salary with a target ranging from 50%-150%. The percentages range for corporate objectives from 40%-50%, for individual objectives from 15%-25% and for the discretionary component 35%. The STI Plan was developed, in part, based on the Compensation Practice Review Report of Bedford Group dated July 29, 2021. The 2022 cash bonuses and RSUs earned by each of the Named Executive Officers (as hereinafter defined), as disclosed in the Summary Compensation Table, were determined based on the criterion set out in the STI Plan.

The incentive component of the Company’s compensation program is the longer-term reward provided through the grant of Awards under the Omnibus Plan. The Omnibus 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 Omnibus Plan provides such individuals with an opportunity to acquire a proprietary interest in the Company’s value growth through the exercise and/or vesting of the Awards. Options, RSUs and/or DSUs are granted at the discretion of the Board, with the assistance of the Compensation Committee, which considers factors such as how other mineral exploration and junior mining companies grant equity compensation and the potential value that each participant under the Omnibus Plan is contributing to the Company in determining the number of Awards granted to each individual.

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 (as determined in accordance with the Omnibus Plan or the Prior Option Plan, as applicable), and for a term of exercise not exceeding ten years. At the time of grant of an Option, the Board may establish vesting conditions in respect of each Option grant, which may include performance criteria related to corporate or individual performance.

RSUs entitle the recipient to receive, upon settlement, shares, cash or a combination thereof as determined by the Board and subject to the provisions of the Omnibus Plan. RSUs that are subject to performance criteria may not become fully vested prior to the expiry of the restricted period. RSUs expire no later than December 31 of the calendar year which commences three years after the calendar year in which the performance of services for which the RSU was granted.

DSUs entitle the recipient to receive, upon settlement, shares or cash or a combination thereof, as determined by the Board, payable after termination of the recipient’s service with the Company in accordance with the Omnibus Plan. Participants may elect annually to receive a percentage of their annual base compensation in DSUs. In addition, the Board may award such additional DSUs to a director or executive officer as the Board deems advisable to provide the participant with appropriate equity-based compensation for the services he or she renders to the Company.

The Board believes that a sound executive compensation program directly links pay to performance, emphasizes long-term shareholder value creation and does not encourage excessive risk-taking. The Company’s executive compensation framework aligns with the Company’s annual and longer-term strategy and reflects compensation practices of companies of similar size and stage of development, in order to ensure the compensation paid is competitive within the Company’s industry.

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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.

The current executive compensation structure ensures that a significant portion of executive compensation, in the form of Awards, 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.

Share-Based Awards and Option-Based Awards

The Omnibus Plan (and the Prior Option Plan, in the case of Options granted prior to the implementation of the Omnibus Plan) have been used to provide Options, RSUs and DSUs 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 Awards to be granted to the executive officers, the Board takes into account the number of Awards, if any, previously granted to each executive officer, and the exercise price of any outstanding Awards 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 equity-based awards.

Compensation Governance

The Company’s compensation philosophy for its Named Executive Officers is designed to attract well qualified individuals in what is essentially an international market by paying competitive base salaries plus short-term incentive compensation in the form of bonuses and long-term incentive compensation in the form of Awards. The Compensation Committee makes its recommendations, with reference to the STI Plan in terms of bonuses and RSUs, 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.

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On June 12, 2021, the Compensation Committee retained the Bedford Consulting Group Inc. (“ Bedford ”) to provide independent advice to the Compensation Committee. As part of its engagement, Bedford developed a compensation peer group, in consultation with the Compensation Committee, and, based on the peer group, benchmarked (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.

A summary of the fees paid to Bedford is as follows:

	2022	2021
Executive Compensation-Related Fees	Nil	C$28,000
All Other Fees	C$44,000~~(1)~~	C$41,125~~(2)~~

Notes:

(1) Consists of executive search fees for senior controller.

(2) Consists of executive search fees for Associate Vice-President, Corporate Development.

The Company’s Compensation Committee is currently comprised of John Pontius (independent) who is the Chair and John Hick (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.

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, 2022 were Akiba Leisman, the Company’s CEO, Maria Milagros Paredes, the Company’s CFO and Corporate Secretary, Jesse Munoz, the Company’s Chief Operating Officer (“ COO ”) and Paolo Durand, the Company’s Vice-President of Corporate Development.

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NEO Name and Principal Position	Year	Salary ($)	Share- Based Awards ($)	Option- Based Awards(1) ($)	Non-Equity Incentive Plan Compensation ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
					Annual Incentive Plans	Long- term Incentive Plans
Akiba Leisman(2) CEO	2022 2021 2020	275,000 280,869 182,268	150,000 Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	172,319 255,869 23,472	597,319 536,738 205,740
Maria Milagros Paredes(3) CFO and Corporate Secretary	2022 2021 2020	207,171 161,217 n/a	90,000 Nil n/a	Nil 149,139 n/a	Nil Nil n/a	Nil Nil n/a	Nil Nil n/a	152,579 Nil n/a	449,750 310,356 n/a
Jesse Munoz~~(4)~~ COO	2022 2021 2020	250,000 255,869 247,571	125,000 Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	220,749 250,000 Nil	595,749 505,869 247,571
Paolo Durand(5) VP of Corporate Development	2022 2021 2020	123,125 n/a n/a	Nil n/a n/a	101,855(6) n/a n/a	Nil n/a n/a	Nil n/a n/a	Nil n/a n/a	1,356 n/a n/a	226,336 n/a n/a

Notes:

• (1) 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 key assumptions and estimates for each calculation: (i) risk free interest rate of 1.65%; (ii) expected dividend yield of 0%; (iii) expected volatility of 58.06%; 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.

• (2) 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 provides services through Xiphias Management Services, which is controlled by Mr. Leisman. During the year ended December 31, 2020, Mr. Leisman earned $176,400 for his role as CEO pursuant to the terms of his consulting agreement with Mako US and $5,868 (C$7,500 based on an exchange rate of $1.00 = C$1.27812) as of December 31, 2020, pursuant to his employment agreement with the Company. During the year ended December 31, 2021, Mr. Leisman earned $275,000 for his role as CEO pursuant to his consulting agreement with Mako US and $5,869 (C$7,500 based on an exchange rate of $1.00 = C$1.27789) as of December 31, 2021, pursuant to his employment agreement with the Company. See “ Termination and Change of Control Benefits ”. Mr. Leisman is also a director of the Company and earned $23,472 (C$30,000 based on an exchange rate of $1.00 = C$1.27812) as of December 31, 2020 for his role as a director in 2020 and $5,869 (C$7,500 based on an exchange rate of $1.00 = C$1.27789 as of December 31, 2021) or his role as a director in 2021, following which time it was determined that Mr. Leisman would no longer receive compensation for his role as a director. Mr. Leisman earned a performance bonus of $250,000 in 2021, based on his performance in 2020, which was paid in the financial year 2021. During the financial year ended December 31, 2022, Mr. Leisman was paid $275,000 in his role as CEO pursuant to the terms of his consulting agreement with Mako US and $5,538 (C$7,500 based on an exchange rate of $1.00 = C$1.35434) pursuant to his employment agreement with the Company. Mr. Leisman also received a cash bonus of $150,000, a share based award (RSUs) with a value of $150,000 and perquisites in the amount of $16,781 for life and disability insurance premiums paid by Mako US.

• (3) Ms. Paredes was appointed as the CFO and Corporate Secretary of the Company effective February 1, 2021. During the year ended December 31, 2021, Ms. Paredes earned $155,833 for her role as CFO and Corporate Secretary pursuant to her consulting agreement with Mako US and $5,380 (C$6,875 based on an exchange rate of $1.00 = C$1.27789 as of December 31, 2021) pursuant to her employment agreement with the Company. See “ Termination and Change of Control Benefits ”. On February 4, 2021, 1,000,000 options (pre-share consolidation on a 1:10 basis) were granted to Ms. Paredes with a Black Scholes value of approximately $149,139 (C$190,628 based on the February 4, 2021, exchange rate of $1.00 = C$1.27819). During the financial year ended December 31, 2022, Ms. Paredes was paid $207,101 in her role as CFO pursuant to the

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terms of her consulting agreement with Mako US and $5,538 (C$7,500 based on an exchange rate of $1.00 = C$1.35434) pursuant to her employment agreement with the Company. Ms. Paredes also received a cash bonus of $90,000, a share based award (RSUs) with a value of $90,000 and perquisites in the amount of $57,041 paid by Mako US comprised of $46,683 for insurance premiums related to medical, life and disability; and $10,358 for 401K contributions.

• (4) During the year ended December 31, 2020, Mr. Munoz earned $241,703 for his role as COO pursuant to his consulting agreement with Mako US and $5,868 (C$7,500 based on an exchange rate of $1.00 = C$1.27812 as of December 31, 2020) pursuant to his employment agreement with the Company. During the year ended December 31, 2021, Mr. Munoz earned $250,000 for his role as COO pursuant to his consulting agreement with Mako US and $5,869 (C$7,500 based on an exchange rate of US$1.00 = C$1.27789 as of December 31, 2021) pursuant to his employment agreement with the Company. See “ Termination and Change of Control Benefits ”. Mr. Munoz also earned a performance bonus of $250,000 in 2021, based on his performance in 2020. During the financial year ended December 31, 2022, Mr. Munoz was paid $250,000 in his role as COO pursuant to the terms of his consulting agreement with Mako US and $5,538 (C$7,500 based on an exchange rate of $1.00 = C$1.35434) pursuant to his employment agreement with the Company. Mr. Munoz also received a cash bonus of $125,000, a share based award (RSUs) with a value of $125,000 and perquisites in the amount of $90,211 paid by Mako US comprised of $77,711 for insurance premiums related to medical, life and disability; and $12,500 for 401K contributions.

• (5) Mr. Durand was appointed Vice-President of Corporate Development effective March 9, 2022. During the financial year ended December 31, 2022, Mr. Durand received $123,125 in his role as Vice-President of Corporate Development and perquisites in the amount of $1,356.

• (6) On March 9, 2022, 700,000 options (pre-share consolidation on a 1:10 basis) were granted to Mr. Durand with a Black Scholes value of $101,855 (CAD$130,798 based on March 9, 2022 exchange rate of $1.00 = C$1.28416).

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, 2022, for each NEO. The Company completed a 10 for 1 share consolidation in March 2023, and, as a result, information below is reflected on a post-consolidated basis.

		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		Options	Vested	Vested	out or distributed
			Option
Name	(#)	(C$)	Expiration Date	($)(1)	(#)(2)	($)	($)
Akiba Leisman CEO	526,500 526,500 526,500 526,500	1.62 2.25 2.87 3.50	August 6, 2024 August 6, 2024 August 6, 2024 August 6,2024	Nil Nil Nil Nil	61,800	150,000	Nil
Maria Milagros Paredes CFO and Corporate Secretary	100,000	3.45	February 4, 2026	Nil	37,080	90,000	Nil
Jesse Munoz COO	105,625 105,625 105,625 105,625	1.62 2.25 2.87 3.50	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024	Nil Nil Nil Nil	51,500	125,000	Nil
Paolo Durand VP of Corporate Development	70,000	3.70	March 9, 2027	Nil	Nil	Nil	Nil

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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, 2022 and the exercise price of the Options (rounded up to the nearest dollar). The closing price of the Company’s shares on the TSXV on December 30, 2022 was C$1.35 per share.

• (2) Restricted Share Units.

Incentive Plan Awards – Value Vested or Earned During the Financial Year Ended December 31, 2022.

The following table sets out all the option-based and share-based awards that vested during the financial year ended December 31, 2022, for each NEO. The Company completed a 10 for 1 share consolidation in March 2023, and, as a result, information below is reflected on a post-consolidated basis.

			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	($)	($)	($)
Akiba Leisman,CEO	Nil(1)	Nil	Nil
Maria Milagros Paredes,CFO and Corporate Secretary	Nil(2)	Nil	Nil
Jesse Munoz,COO	Nil(3)	Nil	Nil
Paolo Durand, VP of Corporate Development	Nil(4)	Nil	Nil

Notes:

• (1) During the financial year ended December 31, 2022, Mr. Leisman had 526,500 Options vest having a Nil value, as the exercise price of the Options are C$3.50 and the market price on the date of vesting was C$2.60.

• (2) During the financial year ended December 31, 2022, Ms. Paredes had 25,000 Options vest having a Nil value, as the exercise price of the Options are C$3.45 and the market price on the date of vesting was C$3.30.

• (3) During the financial year ended December 31, 2022, Mr. Munoz had 105,625 Options vest having a Nil value, as the exercise price of the Options are C$3.50 and the market price on the date of vesting was C$2.60.

• (4) During the financial year ended December 31, 2022, Mr. Durand had 17,500 Options vest having a Nil value, as the exercise price of the Options are C$3.70 and the market price on the date of vesting was C$3.70.

Pension Plan Benefits

The Company does not have any pension or retirement plan which is applicable to the NEOs or directors. The Company has not provided compensation, monetary or otherwise, to any person who now or previously has acted as an NEO of the Company, in connection with or related to the retirement, termination or resignation of such person, and the Company has provided no compensation to any such person as a result of a change of control of the Company.

Termination and Change of Control Benefits

The Company has no plan, contract, agreement or arrangement that provides for payments to any NEO at, following or in connection with any termination, resignation, retirement or change of control of the Company or a change in a NEO’s responsibilities, except as follows:

Akiba Leisman, Chief Executive Officer

Mr. Leisman serves as the CEO of the Company and currently receives a base salary from the Company in the amount of C$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

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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 $22,917 per month ($275,000 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, as amended January 1, 2021. 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 a cash amount representing 12 months of consulting fees prior to the date of termination. In the event Mr. Leisman’s consulting agreement is terminated by Mako US within 90 days of a change of control of the Company, Mr. Leisman shall be entitled to receive the greater of (a) the amount represented by twelve (12) months’ consulting fees or (b) the total cash compensation received by Mr. Leisman in the trailing twelve (12) months prior to the change of control.

Maria Milagros Paredes, Chief Financial Officer and Corporate Secretary

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 C$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 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 or provides notice of resignation within 90 days of 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 dated February 1, 2021, pursuant to which she is paid $16,666 per month ($200,000 per annum) to perform services as Chief Financial Officer of Mako US. The employment agreement provides that either Mako US or Ms. Paredes

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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 by Mako US within 90 days of a change of 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.

Jesse Munoz, Chief Operating Officer

Mr. Munoz serves as Chief Operating Officer of the Company and currently receives a base salary from the Company in the amount of C$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 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 by the Company or Mr. Munoz provides notice of resignation within 90 days of 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, and as such has an executive employment agreement with Mako US dated September 23, 2019, as amended January 1, 2021, pursuant to which Mr. Munoz is paid $20,833.33 per month ($250,000 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’s 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.

Paolo Durand, Vice-President of Corporate Development

Mr. Durand serves as Vice-President of Corporate Development of the Company and currently receives a base salary from the Company in the amount of $12,500 per month pursuant to the terms of a Consultant Agreement dated September 17, 2021, as amended March 9, 2022. The amended Consultant Agreement with the Company provides that Mr. Durand may terminate his employment by providing the Company with 30 days prior written notice. In the event Mr. Durand’s employment is terminated by the Company without cause, the Company must provide Mr. Durand with payment for any fees and expenses accrued as of the effective date of termination and (ii) a termination fee in the amount of $75,000 (the “ Termination Fee ”), payment of the Termination Fee is conditional on the Consultant’s execution and non-revocation of a standard form of release agreement acceptable to the Company. In the event Mr. Durand is terminated within 12 months of a change of control of the Company, or within 90 days following a change of control Mr. Durand gives notice of termination of the Consulting Agreement, he shall be

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entitled to receive a change of control fee in the amount of $75,000 (the “ Change of Control Fee ”), subject to Mr. Durand executing a non-revocable standard form of release acceptable to the Company. The Change of Control Fee is in lieu and not in addition to the Termination Fee.

Payments on a Termination/Change of Control as of December 31, 2022

Assuming a termination without cause or on a change of control of the Company occurred as of December 31, 2022, it is estimated that Messrs. Leisman, Munoz and Durand and Ms. Parades would have been entitled to the following payments:

Name of NEO
	Termination Without Cause/Change of Control Payments
	($)
Akiba Leisman,CEO	280,537(1)
Maria Milagros Paredes,CFO and Corporate Secretary	205,537(2)
Jesse Munoz,COO	255,537(3)
Paolo Durand, VP of Corporate Development	75,000(4)

Notes:

• (1) Approximately $275,000 pursuant to his consulting agreement with Mako US and $5,538 (C$7,500 based on the December 31, 2022 exchange rate of $1.00 = C$1.35434) pursuant to his employment agreement with the Company.

• (2) Approximately $200,000 pursuant to her consulting agreement with Mako US and $5,538 (C$7,500 based on the December 31, 2022 exchange rate of $1.00 = C$1.35434) pursuant to her employment agreement with the Company.

• (3) Approximately $250,000 pursuant to his consulting agreement with Mako US and $5,538 (C$7,500 based on the December 31, 2022 exchange rate of $1.00 = C$1.35434) pursuant to his employment agreement with the Company.

• (4) $75,000 pursuant to his employment agreement with the Company.

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, 2022. The Company completed a 10 for 1 share consolidation in March 2023, and, as a result, information below is reflected on a postconsolidated basis.

Director Name(1)	Fees Earned ($)	Share- Based Awards ($)	Option- Based Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
John Hick(3)	55,133	70,000	Nil	Nil	Nil	Nil	125,133
Rael Lipson(4)	27,500	50,000	Nil	Nil	Nil	Nil	77,500
John Pontius(5)	35,000	50,000	Nil	Nil	Nil	Nil	85,000
John Stevens(6)	31,986	50,000	Nil	Nil	Nil	17,500	99,786
Paul Jacobi(7)	27,500	50,000	Nil	Nil	Nil	Nil	77,500
Mario Caron(8)	40,133	50,000	Nil	Nil	Nil	Nil	90,133

Notes:

(1) In 2022, non-executive directors earned a $25,000 retainer fee and the Chairman of the Board earned an additional fee of $10,000. Additionally, in 2022, $2,500 per annum was paid to non-executive committee members and $5,000 per annum was paid to the Chair of each committee. The Company also established a special committee in November 2022, for which each member was paid $8,000 per month.

• (2) The Company used the Black-Scholes pricing model as the methodology to calculate the grant date fair value for Options. No Options were granted during the year ended December 31, 2022.

• 11 -

• (3) Mr. Hick was appointed director of the Company on November 9, 2018. Mr. Hick also is the Non-Executive Chairman of the Board of Directors, the Chair of the Audit Committee and a member of the Compensation Committee.

• (4) Mr. Lipson was appointed director of the Company on October 16, 2013. Mr. Lipson is a member of the Technical Committee.

• (5) Mr. Pontius was appointed director of the Company on November 9, 2018. Mr. Pontius is the Chair of the Compensation Committee and is also a member of both the Audit Committee and Corporate Governance and Nominating Committee.

• (6) Mr. Stevens was appointed director of the Company on December 4, 2019 and tendered his resignation on November 29, 2022. On November 30, 2022, Mr. Stevens was issued 206,000 pre-consolidated shares in settlement of his DSU, which number of DSUs were calculated based on the 5-day VWAP of the common shares of the Company ending January 28, 2022 of $0.31, and based on the Bank of Canada USD:CAD exchange of USD$1.00:CAD1.2772 on January 28, 2022, with all fractional interests rounded down to the nearest whole number.

• (7) Mr. Jacobi was appointed director of the Company on July 29, 2019. Mr. Jacobi is a member of the Corporate Governance and Nominating Committee.

• (8) Mr. Caron was appointed director of the Company on June 5, 2020. Mr. Caron is the Chair of the Technical Committee.

The Company had no other arrangements, standard or otherwise, pursuant to which directors were 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 may be granted Options, RSUs and DSUs from time to time under the Omnibus Plan. The purpose of granting such Awards 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, 2022, to each of the directors (who are not also NEOs). The Company completed a 10 for 1 share consolidation in March 2023, and, as a result, information below is reflected on a post-consolidated basis.

		Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards
Director Name			Option Expiration Date	Value of Unexercised In-The-Money Options (C$)(1)		Market or
	Number of				Number of	Payout Value
	Securities				Shares Or Units	Of Share-Based
	Underlying	Option			Of Shares That	Awards That
	Unexercised	Exercise			Have Not	Have Not
	Options	Price			Vested	Vested
	(#)	(C$)			(#)	(C$)(1)
John Hick	3,750 3,750 3,750 3,750 30,000	1.62 2.25 2.87 3.50 5.10	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024 July,21,2025	Nil Nil Nil Nil Nil	Nil	Nil
Rael Lipson	2,500 2,500 2,500 2,500 12,000 20,000	1.62 2.25 2.87 3.50 1.95 5.10	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024 August 9, 2023 July21,2025	Nil Nil Nil Nil Nil Nil	Nil	Nil

• 12 -

Director Name John Pontius Paul Jacobi John Stevens(2) Mario Caron	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards
						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
	(#)	(C$)	Expiration Date	(C$)(1)	(#)	(C$)(1)
	2,500 2,500 2,500 2,500 20,000	1.62 2.25 2.87 3.50 5.10	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024 July21,2025	Nil Nil Nil Nil Nil	Nil	Nil
	2,500 2,500 2,500 2,500 20,000	1.62 2.25 2.87 3.50 5.10	August 6, 2024 August 6, 2024 August 6, 2024 August 6, 2024 July21,2025	Nil Nil Nil Nil Nil	Nil	Nil
	20,000	5.10	July 21, 2025	Nil	Nil	Nil
	20,000	5.10	July 21, 2025	Nil	Nil	Nil

Note:

• (1) Value calculated based on the difference between the market value of the Company’s common shares as at December 31 2022 and the exercise price of the Options (rounded up to the nearest dollar). The closing price of the Company’s shares on the TSXV on December 31, 2022 was C$1.35 per share.

• (2) Mr. Stevens tendered his resignation as a director on November 29, 2022 and subsequently his stock options were cancelled.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value vested or earned during the financial year ended December 31, 2022 in connection with incentive plan awards granted to directors (who are not also NEOs) The Company completed a 10 for 1 share consolidation in March 2023, and, as a result, information below is reflected on a post-consolidated basis.

Name	Option-Based Awards - Value Vested During The Year ($)	Share-Based Awards - Value Vested During The Year ($)	Non-Equity Incentive Plan Compensation - Value Earned During The Year ($)
John Hick	Nil(1)	Nil	Nil
Rael Lipson	Nil(2)	Nil	Nil
John Pontius	Nil(3)	Nil	Nil
Paul Jacobi	Nil(4)	Nil	Nil
John Stevens	Nil(5)	50,000~~(6)~~	Nil
Mario Caron	Nil(7)	Nil	Nil

• 13 -

Notes:

• (1) During the financial year ended December 31, 2022, Mr. Hick had 3,750 Options vested with a Nil value based on the exercise price of the Options of C$2.87 and the market price of the shares on the vesting date of C$2.60. Mr. Hick also had 7,500 Options vested with a Nil value based on the exercise price of the Options of C$5.10 and the market price of the shares on the vesting date of C$2.50.

• (2) During the financial year ended December 31, 2022, Mr. Lipson had 2,500 Options vested with a Nil value based on the exercise price of the Options of C$2.87 and the market price of the shares on the vesting date of C$2.60. Mr. Lipson also had 5,000 Options vested with a Nil value based on the exercise price of the Options of C$5.10 and the market price of the shares on the vesting date of C$2.50.

• (3) During the financial year ended December 31, 2022, Mr. Pontius had 2,500 Options vested with a Nil value based on the exercise price of the Options of C$2.87 and the market price of the shares on the vesting date of C$2.60. Mr. Pontius also had 5,000 Options vested with a Nil value based on the exercise price of the Options of C$5.10 and the market price of the shares on the vesting date of C$2.50.

• (4) During the financial year ended December 31, 2022, Mr. Jacobi had 2,500 Options vested with a Nil value based on the exercise price of the Options of C$2.87 and the market price of the shares on the vesting date of C$2.60. Mr. Jacobi also had 5,000 Options vested with a Nil value based on the exercise price of the Options of C$5.10 and the market price of the shares on the vesting date of C$2.50.

• (5) During the financial year ended December 31, 2022, Mr. Stevens had 5,000 Options vested with a Nil value based on the exercise price of the Options of C$5.10 and the market price of the shares on the vesting date of C$2.50.

• (6) Mr. Steven’s resigned as a director on November 29, 2022 and, accordingly, his DSUs were settled by way of share issuance.

• (7) During the financial year ended December 31, 2022, Mr. Caron had 5,000 Options vested with a Nil value based on the exercise price of the Options of C$5.10 and the market price of the shares on the vesting date of C$2.50.