Newcore Gold — Remuneration Information 2020

May 27, 2020

PINECREST RESOURCES LTD.

(the “ Company ”)

FORM 51-102F6 STATEMENT OF EXECUTIVE COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2020

Introduction

The following information, dated as of May 27, 2020, is provided pursuant to Form 51-102F6 for Venture Issuers, as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations to provide information about the Company's executive compensation in respect of the financial year ended December 31, 2019.

For the purpose of this Form, a "Named Executive Officer" or "NEO" means (i) each individual who, during any part of the financial year ended December 31, 2019, served as the Company's Chief Executive Officer (" CEO ") or Chief Financial Officer (" CFO "), (ii) the Company’s most highly compensated executive officer (other than the CEO and the CFO), as at December 31, 2019 whose total compensation was, individually, more than $150,000 for that financial year; and (iii) each individual who would have satisfied the criteria in (ii) but for the fact that such individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of such financial year.

For the financial year ending December 31, 2019, the Company had the following Named Executive Officers: Ryan King, Chief Executive Officer (“ CEO ”) and Kristian Dagsaan, the Chief Financial Officer (“ CFO ”) of the Company.

Compensation Discussion and Analysis

The Board compensation program is designed to provide competitive levels of compensation, a significant portion of which is dependent upon individual and corporate performance and contribution to increasing shareholder value. The Board recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive’s level of responsibility.

Elements of the Compensation Program

The Company has employed a combination of base salary, bonus compensation and equity participation through the Company’s stock option plan. Each components of the Company’s compensation program is addressed below.

Base Salary

Base salary is the principal component of the Company’s executive compensation program, and the base salary for each executive officer is based on the position held and the related responsibilities and functions performed by the executive. Individual and corporate performance is also taken into account in determining base salary levels for executives. All salaries are to be set on a basis of a review and comparison of compensation paid to executives at similar companies.

Short-Term Incentives

The Board determines, on a discretionary basis, incentive awards or bonuses to be paid by the Company to the executive officers of the Company in respect of a fiscal year, following advice from the Compensation

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Committee. No bonus incentive compensation was paid by the Company in the fiscal year ended December 31, 2019.

Long-Term Incentives and the Company’s Stock Option Plan

The Company grants to NEOs stock options as a long-term incentive. The Company believes that encouraging its executives and employees to become shareholders of the Company is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through participation in the Company’s stock option plan. The stock option component of executive officers’ compensation is intended to advance the interests of the Company by encouraging the directors, officers, employees and consultants of the Company to acquire common shares of the Company, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs. Grants under the Company’s stock option plan are intended to provide long-term awards linked directly to the market value performance of the Company’s common shares. The Board reviews the recommendations the compensation committee of the Company (the “ Compensation Committee ”) for the granting of stock options to management, directors, officers and other employees and consultants of the Company and its subsidiaries. Stock options are granted according to the specific level of responsibility of the particular grantee. The number of outstanding options is also considered by the Board when determining the number of options to be granted in any particular year due to the limited number of options which are available for grant under the Company’s stock option plan. The exercise price of the stock options granted is generally determined by the market price at the time of grant, less any allowable discount.

The Company does not grant share-based awards.

The Compensation Committee, on behalf of the Board, monitors compensation for the executive officers of the Company. The Compensation Committee currently consists of three members; namely, Douglas Forster, Blayne Johnson and Mike Vint, all of whom are considered independent. The following is a summary description of the mandate and responsibilities of the Compensation Committee as it relates to NEO compensation:

• (a) to review and approve corporate goals and objectives relevant to NEO compensation, including the evaluation and performance of the CEO in light of those corporate goals and objectives, and to make recommendations to the Board with respect to NEO compensation levels (including the award of any cash bonuses or share ownership opportunities);

• (b) to consider the implementation of short and long-term incentive plans, including equitybased plans, proposed by management, to make recommendations to the Board with respect to these plans and to annually review such plans after their implementation; and

• (c) to annually review any other benefit plans proposed by management and to make recommendations to the Board with respect to their implementation.

All members of the Compensation Committee have direct experience which is relevant to their responsibilities as Compensation Committee members. All members are or have held senior executive roles within public companies, and therefore have a good understanding of compensation programmes. They also have good financial understanding which allows them to assess the costs versus benefits of compensation plans. The members combined experience in the resource sector provides them with the understanding of the Company’s success factors and risks, which is very important when determining metrics for measuring success.

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The Board and the Compensation Committee have considered the implications of the risks associated with the Company’s compensation policies and practices. The Board and the Compensation Committee are responsible for setting and overseeing the Company’s compensation policies and practices. The Board and Compensation Committee do not provide specific monitoring and oversight of compensation policies and practices of the Company but do review, consider and adjust these matters annually. The Company does not use any specific practices to identify and mitigate compensation policies that could encourage a Named Executive Officer or individual at a principal business unit or division to take inappropriate or excessive risks. These matters are dealt with on a case-by-case basis. The Company currently believes that none of its policies encourage its Named Executive Officers to take inappropriate or excessive risks. The Company has not identified any risks arising from its compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

There are no restrictions on Named Executive Officers or directors regarding the purchase of financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director. No Named Executive Officer or director, directly or indirectly, employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.

Summary Compensation Table

Set out below is a summary of compensation paid or accrued during the Company’s three most recently completed financial years to the Company’s NEOs.

Summary Compensation Table

					Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)
Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards(1) ($)	Annual Incentive plans	Long- term incentive plans	Pension value ($)	All other compensation(2) ($)	Total compensation ($)
Ryan King CEO	2019 2018 2017	Nil Nil Nil	Nil Nil Nil	Nil Nil 91,725	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	40,625(3) 106,445(3) 52,734(3)	40,625 106,445 144,459
Kristian Dagsaan CFO	2019 2018 2017	Nil Nil Nil	Nil Nil Nil	Nil Nil 55,035	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	34,000(4) 36,000(4) 36,000(4)	34,000 36,000 91,035

Notes:

(1) The fair value of option-based awards is determined by the Black-Scholes Option Pricing Model with the following assumptions:

	2017
Risk-free interest rate	1.04%
Expected dividend yield	Nil
Expected volatility	117.34%
Expected life of option	5 years

The Company has chosen the Black-Scholes methodology to calculate the grant date fair value of option-based awards as it is the methodology used in the Company’s financial statements.

(2) No amounts disclosed herein relate to compensation for services as a director.

(3) These amounts represent consulting fees paid to Gladstone Capital Corp., a private corporation controlled by Mr. King.

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• (4) These amounts represent consulting fees paid to Pacific Court Capital Corp., a private corporation controlled by Mr. Dagsaan.

Narrative Discussion

Effective January 1, 2019, Mr. Ryan King and the Company have entered into a management consulting agreement pursuant to which the Company has agreed to pay Mr. King’s wholly owned consulting company a monthly rate of $6,250 for acting as the Company’s President and Chief Executive Officer. Mr. King waived his remuneration from the Company effective July 15, 2019. In addition, Mr. King is entitled to participate in the Company’s bonus and stock option plans. The amount of the bonus, if any, will be determined by the Board on recommendation from the Compensation Committee.

Mr. Dagsaan was paid a monthly fee of $3,000 for his services as CFO from January 1, 2019 to October 31, 2019. Effective November 1, 2019, Mr. Dagsaan’s remuneration from the Company was reduced to $2,000 per month. In addition, Mr. Dagsaan is entitled to participate in the Company’s bonus and stock option plans. The amount of the bonus, if any, will be determined by the Board on recommendation from the Compensation Committee.

The agreements referred to above are collectively referred to as the “Consulting Agreements”.

See also “ Termination and Change of Control Benefits” below.

Outstanding Share-Based Awards and Option-Based Awards

The Company does not have any share-based awards held by a NEO. The following table sets forth the outstanding option-based awards held by the NEOs of the Company at the end of the most recently completed financial year:

Outstanding Share -Based Awards and Option-Based Awards

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Ryan King CEO	250,000 250,000 500,000	0.45 0.10 0.22	April 13, 2022 December 21, 2020 December 4, 2019	Nil 15,000 Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A
Kristian Dagsaan CFO	150,000 250,000 150,000	0.45 0.10 0.22	April 13, 2022 December 21, 2020 December 4, 2019	Nil 15,000 Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A

Note:

(1) “In-the-Money Options” means the excess of the market value of the Company’s shares on December 31, 2019 over the exercise price of the options. The market price for the Company’s common shares on December 31, 2019 (the last day that the common shares traded) was $0.16.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed financial year by each NEO:

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Value Vested or Earned for Incentive Plan Awards During the Most Recently Completed Financial Year

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 ($)
Ryan King CEO	Nil	N/A	N/A
Kristian Dagsaan CFO	Nil	N/A	N/A

Note:

(1) This value is determined by calculating the difference between the market price of the underlying common shares on the vesting date and the exercise price of the options on the vesting date .

Narrative Discussion

The following information is intended as a brief description of the Company’s stock option plan dated June 3, 2011, as amended on August 15, 2014 (the “ Stock Option Plan ”) and is qualified in its entirety by the full text of the Stock Option Plan, which will be available for review at the Meeting. The maximum aggregate number of shares that may be issued upon the exercise of options granted under the Stock Option Plan is 10,000,000 shares.

1. Stock options granted under the Stock Option Plan will have an expiry date not to exceed ten years from the date of grant.

2. Any stock options granted that expire or terminate for any reason without having been exercised will again be available under the Stock Option Plan. Exercised stock options reduce the number of stock options available under this Plan.

3. Stock options will vest as may be determined by the Board and in accordance with the policies of the TSX Venture Exchange (the “Exchange”).

4. The minimum exercise price of any stock options issued under the Stock Option Plan will be determined by the Board at the time of grant, subject to the requirements of the Exchange, and will be set at the minimum of the market price (as such term is defined in the policies of the Exchange).

5. Stock options granted to directors will expire 90 days after the director ceases to be a director of the Company unless the director continues to be engaged by the Company as an employee or a consultant, in which case the expiry date shall remain unchanged.

6. Stock options granted will expire 90 days after an employee or consultant ceases to be involved with the Company, or for any options granted to an individual providing investor relations services, 30 days after the optionee ceases to be involved with the Company.

7. The Company cannot grant options to any one individual in any 12-month period which could, when exercised, result in the issuance of shares exceeding 5% of the issued and outstanding shares of the Company.

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1. The Company cannot grant options to any one consultant in any 12-month period which could, when exercised, result in the issuance of shares exceeding 2% of the issued and outstanding shares of the Company.

2. The Company cannot grant options in any 12-month period to persons employed or engaged by the Company to perform investor relations activities which could, when exercised, result in the issuance of shares exceeding, in aggregate, 2% of the issued and outstanding shares of the Company.

The Board retains the discretion to impose vesting periods on any options granted. In accordance with the policies of the Exchange, stock options granted to consultants performing investor relations services must vest in stages over a minimum of 12 months with no more than one-quarter of the stock options vesting in any three-month period.

Pension Benefits

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

Termination and Change of Control Benefits

Except as disclosed below, the Company has not entered into any other contract, agreement, plan or arrangement that provides for payments to a NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement a change in control of the Company or a change in a NEOs responsibilities.

The Company may terminate the Consulting Agreements at any time, without further obligation to such NEO: (1) if a NEO breaches any of the terms and conditions of his Consulting Agreement; (2) if a NEO fails to perform any of the services to the full satisfaction of the Company, at is sole discretion; or (3) by the Company providing 60 days written notice to a NEO.

The NEO may terminate a Consulting Agreement at any time by providing 60 days written notice to the Company. On termination or expiry of a Consulting Agreement, the Company will pay the NEO all fees and expenses properly incurred in accordance with such Consulting Agreement.

No incremental payments, payables or benefits would have been due to each of the NEOs on termination without cause or termination on a change of control or resignation for good cause following a change of control assuming such termination or resignation were to have occurred on December 31, 2019.

DIRECTOR COMPENSATION

Other than compensation paid to the NEOs, and except as noted below, no compensation was paid to directors in their capacity as directors of the Company or its subsidiaries, in their capacity as members of a committee of the Board or of a committee of the board of directors of its subsidiaries, or as consultants or experts, during the Company’s most recently completed financial year.

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Set out below is a summary of compensation paid or accrued during the Company’s most recently completed financial year to the Company’s directors, other than the NEOs previously disclosed:

Director Compensation Table

Name	Fees earned ($)	Share-based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Douglas Forster	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Edward Farrauto	Nil	Nil	Nil	Nil	Nil	36,000(1)	36,000
Blayne Johnson	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Douglas Hurst	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Michael Vint	Nil	Nil	Nil	Nil	Nil	Nil	Nil
George Salamis	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Note:

(1) This amount represents consulting fees paid to Sail View Capital Ltd., a private corporation controlled by Mr. Farrauto. Sail View Capital Ltd. provides consulting services to the Company pursuant to a consulting agreement between the Company and Sail View Capital Ltd.

Narrative Discussion

Directors are compensated through the grant of stock options. No directors’ fees are paid.

On January 1, 2015, the Company entered into a consulting agreement (the “ Sail View Agreement ”) with Sail View Capital Ltd. (“ Sail View ”) pursuant to which Sail View agreed to provide certain management services on an independent consultant basis. Sail View is a private corporation controlled by Mr. Farrauto. Under the terms of the Sail View Agreement, the Company agreed to pay Sail View a monthly consulting fee of $5,000 and agreed that Sail View will be entitled to receive a performance related bonus at the sole discretion of the board of directors of the Company. During 2019, Sail View charged a monthly consulting fee of $3,000. The fee payable under the Sail View Agreement will be reviewed by the Company on an annual basis. Either party can terminate the Sail View Agreement by providing 60 days’ notice or the Company can terminate the Sail View Agreement if Sail View breaches any of the terms and conditions of the Sail View Agreement or if Sail View fails to perform any of the services described in Sail View Agreement to the full satisfaction of the Company, at its sole discretion.

Outstanding Option-Based Awards and Share-Based Awards

The Company does not have any share-based awards held by a director. The following table sets forth details of all awards granted to directors of the Company which are outstanding at the end of the most recently completed financial year.

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Outstanding Option-Based Awards and Share-Based Awards

		Share-Based	Share-Based	Awards
		Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)(1)	Option expiration date	Value of unexercised in-the- money options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout value vested share- based awards not paid or distributed ($)
Douglas Forster	150,000 250,000 300,000	0.45 0.10 0.22	April 13. 2022 December 21, 2020 December 4, 2019	Nil 16,000 Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A
Edward Farrauto	150,000 250,000 300,000	0.45 0.10 0.22	April 13. 2022 December 21, 2020 December 4, 2019	Nil 16,000 Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A
Douglas Hurst	500,000	0.45	April 13, 2022	Nil	N/A	N/A	N/A
Michael Vint	500,000	0.45	April 13, 2022	Nil	N/A	N/A	N/A
Blayne Johnson	150,000 250,000 300,000	0.45 0.10 0.22	April 13. 2022 December 21, 2020 December 4, 2019	Nil 16,000 Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A
George Salamis	250,000 250,000 500,000	0.45 0.10 0.22	April 13. 2022 December 21, 2020 December 4, 2019	Nil 16,000 Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A

Note:

(1) “In-the-Money Options” means the excess of the market value of the Company’s shares on December 31, 2019 over the exercise price of the options. The market price for the Company’s common shares on December 31, 2019 (the last day that the common shares traded) was $0.16.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed financial year by each director:

Value Vested or Earned for Incentive Plan Awards During the Most Recently Completed Financial Year

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 ($)
Douglas Forster	Nil	N/A	N/A
Edward Farrauto	Nil	N/A	N/A
Blayne Johnson	Nil	N/A	N/A
Douglas Hurst	Nil	N/A	N/A
Michael Vint	Nil	N/A	N/A
George Salamis	Nil	N/A	N/A

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Note:

• (1) This value is determined by calculating the difference between the market price of the underlying common shares on the vesting date and the exercise price of the options on the vesting date.

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