Mako Mining — Remuneration Information 2024

May 24, 2024

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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 2023 and 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. In June 2021, the Compensation Committee had retained the Bedford Consulting Group Inc. to provide independent advice to the Compensation Committee in connection with further developing the Company’s compensation program, including establishing the STI Plan. The Compensation Committee has not retained the services of any compensation consultant since such time. 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

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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.

The Company’s Compensation Committee is currently comprised of John Pontius (independent) who is the Chair, John Hick (independent) and Paul Jacobi (non-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 C$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 year ended December 31, 2023 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 VicePresident of Corporate Development.

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NEO Name and Principal Position	Year	Salary ($)	Share- Based Awards(1) ($)	Option- Based Awards(2) ($)	Non-Equity Incentive Plan Compensation ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
					Annual Incentive Plans(3)	Long- term Incentive Plans
Akiba Leisman(4) CEO	2023 2022 2021	280,569 280,538 280,869	548,894 150,000 Nil	Nil Nil Nil	220,688 150,000 250,000	Nil Nil Nil	Nil Nil Nil	Nil 5,869 Nil	1,050,151 580,538 536,738
Maria Milagros Paredes(5) CFO and Corporate Secretary	2023 2022 2021	206,119 212,709 161,217	136,582 90,000 Nil	Nil Nil 149,139	38,288 90,000 Nil	Nil Nil Nil	Nil Nil Nil	58,665 57,041 Nil	439,654 449,750 310,356
Jesse Munoz~~(6)~~ COO	2023 2022 2021	255,569 255,568 255,869	249,497 125,000 Nil	Nil Nil Nil	148,250 125,000 250,000	Nil Nil Nil	Nil Nil Nil	110,903 90,211 Nil	764,219 595,749 505,869
Paolo Durand(7) VP of Corporate Development	2023 2022 2021	150,000 123,125 n/a	97,024 Nil n/a	Nil 101,855 n/a	23,082 Nil n/a	Nil Nil n/a	Nil Nil n/a	Nil 1,356 n/a	270,106 226,336 n/a

Notes:

• (1) Represents RSUs.

• (2) The Company uses the Black-Scholes pricing model as the methodology to calculate the grant date fair value for Options granted, as that’s the methodology used in the financial statements, and has relied on the following key assumptions and estimates for each calculation: (a) for grants in 2022 - (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; and (b) for grants in 2021 - (i) risk free interest rate of 0.64%; (ii) expected dividend yield of 0%; (iii) expected volatility of 63.95%; and (iv) an expected term of up to five years.

• (3) Represents cash bonuses.

• (4) During the year ended December 31, 2021, Mr. Leisman earned $275,000 pursuant to his consulting agreement with Mako US (services provided through his holding company Xiphias Management Services) and $5,869 (C$7,500 based on an exchange rate of $1.00 = C$1.27789) pursuant to his employment agreement with the Company, and an additional $5,869 (C$7,500 based on an exchange rate of $1.00 = C$1.27789) for his role as a director , following which time it was determined that Mr. Leisman would no longer receive compensation for his role as a director. During the financial year ended December 31, 2022, Mr. Leisman was paid $275,000 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. During the financial year ended December 31, 2023, Mr. Leisman was paid $275,000 under his consulting agreement with Mako US and $5,569 (C$7,500 based on an exchange rate of $1.00 = C$1.34671) pursuant to his employment agreement with the Company. See “ Termination and Change of Control Benefits ”.

• (5) 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 $155,837 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) pursuant to her employment agreement with the Company. During the financial year ended December 31, 2022, Ms. Paredes was paid $207,171 pursuant to 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. She also received perquisites in the aggregate amount of $57,041 paid by Mako US, including $46,683 for insurance premiums related to medical, life and disability. During the

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financial year ended December 31, 2023, Ms. Paredes was paid $200,550 pursuant to her consulting agreement with Mako US and $5,569 (C$7,500 based on an exchange rate of $1.00 = C$1.34671) pursuant to her employment agreement with the Company. She also received perquisites in the aggregate amount of $58,665 paid by Mako US, including $49,773 for insurance premiums related to medical, life and disability. See “ Termination and Change of Control Benefits ”.

• (6) During the year ended December 31, 2021, Mr. Munoz was paid $250,000 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) pursuant to his employment agreement with the Company. During the financial year ended December 31, 2022, Mr. Munoz was paid $250,000 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. He also received perquisites in the aggregate amount of $90,211 paid by Mako US, including $77,711 for insurance premiums related to medical, life and disability. During the financial year ended December 31, 2023, Mr. Munoz was paid $250,000 pursuant to the terms of his consulting agreement with Mako US and $5,569 (C$7,500 based on an exchange rate of $1.00 = C$1.34671) pursuant to his employment agreement with the Company. He also received perquisites in the aggregate amount of $110,903 paid by Mako US, including $87,603 for insurance premiums related to medical, life and disability. See “ Termination and Change of Control Benefits ”.

• (7) Mr. Durand was appointed Vice-President of Corporate Development effective March 9, 2022, and is paid under the terms of a consulting agreement with the Company. See “ Termination and Change of Control Benefits ”.

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, 2023, 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
Name					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
	(#)	(C$)	Expiration Date	(C$)(1)	(#)(2)	(C$)(3)	(C$)
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	584,415 252,720 Nil Nil	580,900	1,585,857	Nil
Maria Milagros Paredes CFO and Corporate Secretary	100,000	3.45	February 4, 2026	Nil	142,765	389,748	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	117,243 50,700 Nil Nil	275,750	752,798	Nil
Paolo Durand VP of Corporate Development	70,000	3.70	March 9, 2027	Nil	89,604	244,619	Nil

Notes:

• (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 29, 2023 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 29, 2023 was C$2.73 per share.

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• (2) Represents RSUs

• (3) Market or Payout Value of Share-Based Awards is calculated based on number of RSUs not yet vested multiplied by market price of the underlying shares as at December 29, 2023. The closing price of the Company’s shares on the TSXV on December 29, 2023 was C$2.73 per share.

Incentive Plan Awards – Value Vested or Earned During the Financial Year Ended December 31, 2023.

The following table sets out all the option-based and share-based awards that vested during the financial year ended December 31, 2023, 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.

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
	(C$)	(C$)	(C$)
Akiba Leisman,CEO	Nil	58,710(1)	Nil
Maria Milagros Paredes,CFO and Corporate Secretary	Nil(2)	35,226(3)	Nil
Jesse Munoz, COO	Nil	48,925(4)	Nil
Paolo Durand, VP of Corporate Development	Nil(5)	Nil	Nil

Notes:

• (1) Mr. Leisman had 30,900 RSUs vest; value is calculated based on number of RSUs multiplied by market price of the underlying shares on the vesting date.

• (2) 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$2.25.

• (3) Ms. Paredes had 18,540 RSUs vest; value is calculated based on number of RSUs multiplied by the market price of the underlying shares on the vesting date.

• (4) Mr. Munoz had 25,750 RSUs vest; value calculated based on number of RSUs multiplied by market price of the underlying shares on the vesting date.

• (5) 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$2.50.

Pension Plan Benefits

The Company does not have any pension or retirement plans.

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 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

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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 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

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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 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.

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Payments on a Termination/Change of Control as of December 31, 2023

Assuming a termination without cause or on a change of control of the Company occurred as of December 31, 2023, it is estimated that Messrs. Leisman, Munoz and Durand and Ms. Parades would have been entitled to the following payments:

	Termination Without Cause/Change of Control Payments
Name of NEO	($)
Akiba Leisman,CEO	501,359(1)
Maria Milagros Paredes, CFO and Corporate Secretary	255,441(2)
Jesse Munoz, COO	343,245(3)
Paolo Durand, VP of Corporate Development	75,000(4)

Notes:

• (1) Approximately $275,000 pursuant to his consulting agreement with Mako US including the 2023 cash bonus of $220,688 and $5,671 (C$7,500 based on the December 29, 2023, exchange rate of $1.00 = C$1.3226) pursuant to his employment agreement with the Company.

• (2) Approximately $200,000 pursuant to her employment agreement with Mako US including perquisites of $49,770 and $5,671 (C$7,500 based on the December 29, 2023, exchange rate of $1.00 = C$1.3226) pursuant to her employment agreement with the Company.

• (3) Approximately $250,000 pursuant to his employment agreement with Mako US including perquisites of $87,574 and $5,671 (C$7,500 based on the December 29, 2023, exchange rate of $1.00 = C$1.3226) pursuant to his employment agreement with the Company.

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

Director Compensation

The following table sets forth all amounts of compensation provided to each director of the Company (who is not also a NEO) during the financial year ended December 31, 2023. 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 ($)	Share- Based Awards ($)(2)	Option- Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
John Hick(3)	142,795	74,849	Nil	Nil	Nil	Nil	217,644
Rael Lipson(4)	27,500	49,899	Nil	Nil	Nil	Nil	77,399
John Pontius(5)	35,000	49,899	Nil	Nil	Nil	Nil	84,899
Paul Jacobi(6)	28,397	49,899	Nil	Nil	Nil	Nil	78,296
Mario Caron(7)	126,897	49,899	Nil	Nil	Nil	Nil	176,796

Notes:

(1) In 2023, non-executive directors earned a $25,000 retainer fee and the Chairman of the Board earned an additional fee of $10,000. Additionally, $2,500 per annum was paid to non-executive committee members and $5,000 per annum was paid to the Chair of each committee, and members of a special committee, established in November 2022 in connection with overseeing a risk mitigation process put in place by the Company to address new United States sanctions imposed on the General Directorate of Mines in Nicaragua as announced by the United States Department of the Treasury Office of Foreign Assets Controls on October 24, 2022, were paid $8,000 per month.

• (2) Represents RSUs.

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

• (7) Mr. Caron was appointed director of the Company on June 5, 2020. Mr. Caron is the Chair of the Technical Committee and a member of the special 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, 2023, 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		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
	(#)	(C$)	Expiration Date	(C$)(1)	(#)(2)	(C$)(3)
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	4,162 1,800 Nil Nil Nil	103,840	283,483
Rael Lipson	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	2,775 1,200 Nil Nil Nil	70,600	192,738
John Pontius	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	2,775 1,200 Nil Nil Nil	70,600	192,738

• 12 -

Director Name Paul Jacobi Mario Caron		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)	(#)(2)	(C$)(3)
	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	2,775 1,200 Nil Nil Nil	70,600	192,738
	20,000	5.10	July 21, 2025	Nil	70,600	192,738

Notes:

• (1) Value calculated based on the difference between the market value of the Company’s common shares as at December 29 2023 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 29, 2023 was C$2.73 per share.

• (2) Represents DSUs

• (3) Market or Payout Value of Share-Based Awards is calculated based on number of DSUs not yet vested multiplied by market price of the underlying shares as at December 29, 2023. The closing price of the Company’s shares on the TSXV on December 29, 2023 was C$2.73 per share.

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, 2023 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 ($)(1)	Share-Based Awards - Value Vested During The Year ($)	Non-Equity Incentive Plan Compensation - Value Earned During The Year ($)
John Hick	Nil	Nil	Nil
Rael Lipson	Nil	Nil	Nil
John Pontius	Nil	Nil	Nil
Paul Jacobi	Nil	Nil	Nil
Mario Caron	Nil	Nil	Nil

Note:

(1) During the financial year ended December 31, 2023, Mr. Hick had 7,500 Options, and each of the other directors had 5,000 Options vest, all of which have 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$1.34.