Mission Ready Solutions Inc. — Remuneration Information 2021

Jun 15, 2021

Suite 400 – 1681 Chestnut Street Vancouver, BC V6J 4M6

T: +1 877.479.7778 E: Info@MRSCorp.com W: www.MRSCorp.com

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TSXV: MRS | OTCQX: MSNVF

STATEMENT OF EXECUTIVE COMPENSATION

Mission Ready Solutions Inc. (the “ Company ”)

(for the year ended December 31, 2020)

For the purposes of this Statement of Executive Compensation, a Named Executive Officer (“ NEO ”) of the Company means each of the following individuals:

• (a) a CEO of the Company, or an individual who acted in a similar capacity during the year ended December 31, 2020, regardless of the amount of compensation;

• (b) a CFO of the Company, or an individual who acted in a similar capacity during the year ended December 31, 2020, regardless of the amount of compensation;

• (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6, for that financial year; and

• (d) each individual who would be an NEO under paragraph (c) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

During the year ended December 31, 2020, the Company had five NEOs: Bucky L. Marshall, President and CEO of the Company, Dong H. Shim, CFO and Corporate Secretary of the Company, Terrace L. Nixon, Chief Compliance Officer of the Company, Jeffrey Schwartz, former President and former CEO of the Company and Francisco J. Martinez, former Chief Technology Officer of the Company.

The total compensation awarded, paid to or earned by the NEOs from the Company for the three most recently completed years of the Company is set out below in the Summary Compensation Table.

COMPENSATION DISCUSSION AND ANALYSIS

The board of directors (the “ Board ”) of the Company defers compensation research and guiding principles to its Compensation Committee. In setting compensation, the Compensation Committee is guided by the nature of the Company’s business, the Company’s size and stage of development, current industry practices and the resources available to provide compensation. The Committee will from time to time seek out the compensation policies of other comparable companies to ensure that the Company is able to attract and retain its directors and officers. Currently, it is the Company’s policy to compensate its directors and NEOs with fees and equity options in order to align the interest of its Board members and NEOs with those of the Company’s shareholders. The Company does not generate operating cash flows and relies on equity financings to fund its exploration and corporate activities. Therefore, as the Company seeks to attract, retain and motivate highly skilled and experienced executive officers, it must at the same time consider current market and industry circumstances and the Company’s liquidity and ability to raise further capital.

Composition of the Compensation Committee

The Company previously had a formal Compensation Committee, which was dissolved on October 1, 2020 and, as at the date of this document, does not have a formal Compensation Committee. The Company’s board of directors (the “ Board ”) informally discusses and approves the compensation to the NEOs, ensuring that total compensation paid to all NEOs is fair and reasonable and is consistent with the Company’s compensation philosophy.

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The Company does not generate operating cash flows and relies on equity financings to fund its exploration and corporate activities. Therefore, as the Company seeks to attract, retain and motivate highly skilled and experienced executive officers, it must at the same time consider current market and industry circumstances and the Company’s liquidity and ability to raise further capital.

Executive Compensation Philosophy and Objectives

The Company’s principal goal is to create value for its shareholders. The Company’s compensation philosophy reflects this goal, and is based on the following fundamental principles:

1 Compensation programs align with shareholder interests – the Company aligns the goals of executives with maximizing long term shareholder value;

2 Performance sensitive – compensation for executive officers should be linked to operating and market performance of the Company and fluctuate with the performance; and

3 Offer market competitive compensation to attract and retain talent – the compensation program should provide market competitive pay in terms of value and structure in order to retain existing employees who are performing according to their objectives and to attract new individuals of the highest calibre.

The Company does not have a formal compensation program with set benchmarks; however, the Company does have an informal program designed to encourage, compensate and reward employees on the basis of individual and corporate performance, both in the short and the long term, and to align the interests of executive officers with the interest of the Company’s shareholders. This alignment of interests is achieved by making long term equity-based incentives through the granting of stock options, a significant component of executive compensation (on the assumption that the performance of the Company’s common share price over the long term is an important indicator of long-term performance).

The objectives of the compensation program in compensating the NEOs are derived from the above-mentioned compensation philosophy and are as follows: to attract, motivate and retain highly skilled and experienced executive officers; to align the interests of executive officers with shareholders’ interests and with the execution of the Company business strategy; and, to tie compensation directly to measurements and rewards based on achieving and exceeding performance expectations.

Competitive Compensation

The Company is dependent on individuals with specialized skills and knowledge related to the exploration for and development of mineral prospects, corporate finance and management. Therefore, the Company seeks to attract, retain and motivate highly skilled and experienced executive officers by providing competitive compensation. The Board reviews data related to compensation levels and programs of various companies that are similar in size to the Company and operate within the mining exploration and development industry. The Board also relies on the experience of its members as officers and/or directors at other companies in similar lines of business as the Company in assessing compensation levels. These other companies are identified below under the heading “Statement of Corporate Governance Practices”.

The purpose of this process is to:

• understand the competitiveness of current pay levels for each executive position relative to companies with similar revenues and business characteristics;

• identify and understand any gaps that may exist between actual compensation levels and market compensation levels; and

• establish a basis for developing salary adjustments and short-term and long-term incentive awards.

Elements of Executive Compensation

A combination of fixed and variable compensation is used to motivate executives to achieve overall corporate goals. For the financial year ended December 31, 2020, the three basic components of executive officer compensation were:

• base salary;

• annual incentives (cash bonus); and

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• option-based awards (long term compensation).

Base salary comprises the portion of executive compensation that is fixed, whereas annual incentives and option based compensation represent compensation that is “at risk” and thus may or may not be paid to the respective executive officer depending on: (i) whether the executive officer is able to meet or exceed his or her applicable performance expectations; (ii) market performance of the Company’s common shares; and, (iii) the Company’s liquidity and ability to raise further capital in the prevailing economic environment.

No specific formulae have been developed to assign a specific weighting to each of these components. Instead, the Board reviews each element of compensation for market competitiveness, and it may weigh a particular element more heavily based on the NEO’s role and responsibilities within the Company. The focus is on remaining competitive in the market with respect to ‘total compensation’ as opposed to within any one component of executive compensation.

The Board reviews and approves on an annual basis the cash compensation, performance and overall compensation package of each NEO, with appropriate abstentions for conflict, if applicable.

Base Salary

The Board of directors approve the salary ranges for the NEOs. Base salaries are set with the goal of being competitive with corporations of a comparable size and at the same stage of development, thereby enabling the Company to compete for and retain executives critical to the Company’s long-term success. In determining the base salary of an executive officer, the Board places equal weight on the following criteria:

• the particular responsibilities related to the position;

• salaries paid by comparable businesses;

• the experience level of the executive officer; and

• • his or her overall performance or expected performance (in the case of a newly hired executive officer).

The Board makes an assessment of these criteria, and using this information together with budgetary guidelines and other internally generated planning and forecasting tools, performs an annual assessment of the compensation of all executive officer and employee compensation levels. To date, comparative data for the Company’s peer group has been accumulated internally, without the use of any external independent consultants or compensation specialists.

For employees of the Company, management is responsible for preparing an individual evaluation process for each employee and then conducting reviews on an annual basis. The evaluation framework is objective where a number of factors are judged for each employee.

Annual incentives (Cash Bonus)

Executive officers are eligible for an annual discretionary bonus, payable in cash. The Board approves such annual incentives and assesses each active NEO's performance and his or her respective contribution to the Company’s success, and after taking into account the financial and operating performance of the Company, makes a decision.

In the financial year ended December 31, 2020, the Board paid no bonus to any of the NEOs or other employees in light of the prevailing economic conditions and the Company’s desire to preserve capital.

Option based awards (Long-Term Compensation)

The Company believes that it is important to award incentive stock options as part of an overall compensation package. Encouraging its executive officers and employees to become shareholders of the Company is the best way to align their interests with those of the Company’s shareholders.

Equity participation is accomplished through the Company’s stock option plan (“ Stock Option Plan ”), which is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term, to enable the Company to attract and retain individuals with experience and ability, and to reward individuals for current performance and expected future performance.

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The Company considers stock option grants when reviewing executive officer compensation packages as a whole. Stock options granted to NEOs during the most recently completed financial year, are disclosed below under the heading, “Executive Compensation - Summary Compensation Table” .

Option-Based Awards

The Company’s Stock Option Plan provides for the grant of stock options to directors, executive officers and key employees and consultants of the Company and its subsidiaries for the purpose of advancing the interests of the Company and its shareholders through the motivation, attraction and retention of these individuals. It is generally recognized that stock option plans aid in attracting, retaining and encouraging these individuals due to the opportunity offered to them to acquire a proprietary interest in the Company.

The Company determines the ranges of stock option grants for each level of executive officer, the key employees to whom it recommends that grants be made, and the terms and conditions of the options forming part of such grants, and makes recommendations to the Board accordingly. Individual grants are determined by an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of the position and contribution to the Company. The existing number and terms of the outstanding options are taken into account when granting new options. The exercise price, the term, and vesting provisions, if any, will be determined by the directors of the Company, subject to the applicable policies of the Exchange.

Summary Compensation Table

During the year-ended December 31, 2020, the most recently completed financial year of the Company, the Company had the following NEOs, whose names and positions held within the Company are set out in the summary compensation table below.

The compensation for the NEOs for the Company’s three most recently completed financial years is as set out below:

Name and principal position	Year(1)	Salary ($)(2)	Share- based awards ($)	Option- based awards ($)(3)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compen- sation ($)	Total compensa- tion ($)(2)
					Annual incentive plans ($)	Long-term incentive plans ($)
Bucky L. Marshall(4) President and CEO	2020 2019 2018	88,308 N/A N/A	N/A N/A N/A	54,940 N/A N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	143,248 N/A N/A
Dong H. Shim(5) CFO and Secretary	2020 2019 2018	60,000 60,000 Nil	N/A N/A N/A	15,000 N/A 25,296	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A 88,107	75,000 60,000 113,403
Terrace Nixon(6) Chief Compliance Officer	2020 2019 2018	347,246 251,503 192,541	N/A N/A N/A	282,929 370,659 N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	630,175 622,162 192,541
Francisco Martinez(7) Former Chief Technology Officer	2020 2019 2018	513,793 214,302 246,768	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	513,793 214,302 246,768
Jeffery L. Schwartz(8) Former President and Former CEO	2020 2019 2018	469,487 298,553 291,533	N/A N/A N/A	N/A 555,987 N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	469,487 854,540 291,533

(1) Financial years ended December 31.

(2) All amounts shown were paid in Canadian currency, the reporting currency of the Company.

(3) Figures represent the grant date fair value of the options. For each financial year end, the Company used the Black Scholes option pricing model for calculating such fair value, as such model is commonly used by junior public companies. For the financial year ended December 31, 2020, assumptions used for such calculations include a risk-free interest rate of 0.30% - 0.44%, annualized volatility of 127% - 133% and a dividend rate of 0%.

(4) Mr. Marshall has served as President and CEO of the Company since October 1, 2020. Included in salary was $7,818 related to director fees for the year ended December 31, 2020.

(5) Mr. Shim has served as CFO and Secretary of the Company since June 1, 2017.

(6) Mr. Nixon has served as the Chief Compliance Officer of the Company since July 1, 2018. Included in salary was $7,818 related to director fees for the year ended December 31, 2020.

• (7) Mr. Martinez served as Chief Technology Officer of the Company from December 10, 2013 to December 1, 2020.

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• (8) Mr. Schwartz served as CEO of the Company since March 13, 2017 and as President of the Company since May 1, 2017. Mr. Schwartz resigned as President and CEO on August 7, 2020.

Long-Term Incentive Plan Awards

Long term incentive plan awards (“ LTIP ”) means “a plan providing compensation intended to motivate performance over a period greater than one financial year”. LTIP awards do not include option or SAR plans or plans for compensation through shares or units that are subject to restrictions on resale. No LTIP awards were made to the NEOs during the most recently completed financial year.

Outstanding Option-based Awards

Stock Options

The Company has a formal Stock Option Plan, previously approved by the shareholders of the Company. The Company does not have any outstanding share-based awards. During the financial year ended December 31, 2020 the following stock options were outstanding to the NEOs:

**Name and Principal Position **		Number of Securities Underlying Unexercised Options		Option Exercise Price ($)		Option Expiration Date		Value of Unexercised in-the-money Options(1)
Bucky L. Marshall President and CEO		100,000 1,000,000		$0.15 $0.20		December 14, 2025 October 9, 2025		$4,500 Nil
Dong H. Shim CFO and Secretary		100,000 100,000		$0.25 $0.25		May 1, 2023 September 25, 2027		Nil Nil
Terrace Nixon Chief Compliance Officer		275,000 1,800,000 2,000,000 100,000		$0.25 $0.25 $0.24 $0.15		September 2, 2024 September 25, 2027 September 24, 2029 December 14, 2025		Nil Nil Nil $4,500
Francisco Martinez Former Chief Technology Officer		475,000 200,000 250,000		$0.25 $0.25 $0.15		September 2, 2024 September 25, 2027 December 14,2025		Nil Nil $11,250
Jeffery L. Schwartz Former President and Former CEO		3,000,000 3,650,000		$0.24 $0.25		September 23,2024 September 25, 2027		Nil Nil

(1) This amount is based on the difference between the market value of the securities underlying the options on December 30, 2020, which was $0.195, being the last trading day of the Company’s shares for the financial year and the exercise price of any outstanding options.

Aggregated Options – Value Vested or Earned during the Most Recently Completed Financial Year

The following table sets forth details of the value of option-based awards that vested or were earned during the most recently completed financial year ended December 31, 2020:

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 ($)
Bucky L. Marshall President and CEO	Nil	N/A	N/A
Dong H. Shim CFO and Secretary	Nil	N/A	N/A
Terrace Nixon Chief Compliance Officer	Nil	N/A	N/A
Francisco Martinez Former Chief Technology Officer	Nil	N/A	N/A

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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 ($)
Nil	N/A	N/A

Pension Plans

The Company does not provide retirement benefits for directors or executive officers.

Termination of Employment, Changes in Responsibility and Employment Contracts

There are no employment contracts between the Company and the NEOs, except as referred to under the heading “Management Contracts” below.

The Company has no plans or arrangements in respect to compensation to its executive officers which would result from the resignation, retirement or any other termination of the executive officers’ employment with the Company or from a change of control of the Company or a change in the executive officers’ responsibilities following a change in control, where in respect of an executive officer the value of such compensation exceeds $100,000.

Compensation of Directors

Directors of the Company are compensated quarterly and are entitled to submit reasonable expenses incurred in respect of performing their obligations. The following table shows the fees paid to each director for the financial year ended December 31, 2020.

Name and principal position	Fees Earned ($)(1)	Share- based awards ($)	Option- based awards ($)(2)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pensio n value ($)	All other compen- sation ($)	Total compensa- tion ($)(1)
				Annual incentiv e plans ($)	Long- term incentive plans ($)
Paul E. Litchfield(3)	29,727	N/A	127,929	N/A	N/A	N/A	N/A	157,656
MarkJ.Bishop(4)	20,000	N/A	N/A	N/A	N/A	N/A	N/A	20,000
James A. Marks(5)	126,873	N/A	34,081	N/A	N/A	N/A	N/A	160,954
William Joseph Bratton(7)	11,727	N/A	12,929	N/A	N/A	N/A	N/A	24,656
Daniel G. Raczykowski(6)	292,027	N/A	12,929	N/A	N/A	N/A	N/A	304,956

(1) All amounts shown were paid in Canadian currency, the reporting currency of the Company.

(2) Figures represent the grant date fair value of the options. For each financial year end, the Company used the Black Scholes option pricing model for calculating such fair value, as such model is commonly used by junior public companies. For the financial year ended December 31, 2020, assumptions used for such calculations include a risk-free interest rate of 0.30% - 0.44%, annualized volatility of 127% - 133% and a dividend rate of 0%.

(3) Mr. Litchfield has served as a director of the Company since November 21, 2014.

(4) Mr. Bishop served as a director of the Company from October 27, 2015 to November 4, 2020.

(5) Mr. Marks has served as a director of the Company since June 15, 2018. Fees earned includes consulting fees of $89,328.

(6) Mr. Bratton served as a director of the Company from April 30, 2018 to March 12, 2019.

(7) Mr. Raczykowski has served as a director of the Company since March 17, 2020. Fees earned includes salaries and wages of $268,300.

Outstanding Option-based Awards

The following table sets forth for each director, other than those who are also NEOs of the Company, all awards outstanding at the end of the most recently completed financial year ended December 31, 2020, including awards granted before the most recently completed financial year.

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Name		Option-based Awards	Option-based Awards
	Number of securities underlying unexercised options	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)(1)
Paul E. Litchfield	25,000 100,000 25,000 150,000 1,100,000 375,000 100,000	$0.35 $0.22 $0.25 $0.35 $0.25 $0.24 $0.15	May 8, 2024 August 15, 2024 September 2, 2024 November 21, 2024 September 25, 2027 September 24, 2029 December 14, 2025	Nil Nil Nil Nil Nil Nil $4,500
Mark J. Bishop	100,000 400,000 100,000	$0.22 $0.25 $0.24	August 15, 2024 September 25, 2027 September 24, 2029	Nil Nil Nil
James A. Marks	100,000 200,000 100,000 400,000 100,000	$0.24 $0.25 $0.22 $0.15 $0.15	September 24, 2029 June 12, 2023 August 15, 2024 July 28, 2025 December 14, 2025	Nil Nil Nil $18,000 $4,500
William Joseph Bratton	500,000 100,000	$0.25 $0.15	May 1, 2023 December 14, 2025	Nil $4,500
Daniel G. Raczykowski	100,000	$0.15	December 14, 2025	$4,500

(1) This amount is based on the difference between the market value of the securities underlying the options on December 30, 2020, which was $0.195, being the last trading day of the Company’s shares for the financial year and the exercise price of any outstanding options.

Aggregated Options – Value Vested or Earned during the Most Recently Completed Financial Year

The following table sets forth, for each director, other than those who are also NEOs of the Company, the value of all incentive plan awards vested during the financial year ended December 31, 2020:

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 ($)
Paul E. Litchfield	Nil	N/A	N/A
Mark J. Bishop	Nil	N/A	N/A
James A. Marks	Nil	N/A	N/A
William Joseph Bratton	Nil	N/A	N/A
DanielG.Raczykowski	Nil	N/A	N/A

ADDITIONAL INFORMATION

Additional information concerning the Company can be found on SEDAR at www.sedar.com and on the Company’s website at www.missionready.ca.

Financial information relating to the Company is provided in the Company’s audited financial statements and the management discussion and analysis (“ MD&A ”) for the year ended December 31, 2020. Shareholders may download the financial statements and MD&A from SEDAR (www.sedar.com) or contact the Company directly to request copies of the financial statements and MD&A by: mail to Suite 400 – 1681 Chestnut Street, Vancouver, BC, V6J 4M6; or fax to 604-737-1140. Additional financial information concerning the Company may be obtained by any shareholder free of charge by contacting the Company at 604-737-2303.