Newcore Gold — Remuneration Information 2024

Jun 21, 2024

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O2Gold Inc.

Form 51-102F6V: Statement of Executive Compensation – Venture Issuers

as at December 31, 2023 (except as otherwise indicated)

General

The following information is presented in accordance with National Instrument 51-102 - Continuous Disclosure Obligations and Form 51-102F6V - Statement of Executive Compensation - Venture Issuers and sets forth compensation for each Named Executive Officer (as defined below) and each director of O2Gold Inc. (the “ Corporation ”) during the financial year ended December 31, 2023.

For the purposes of this Statement of Executive Compensation:

“ Board ” means the board of directors of the Corporation;

“ Exchange ” means the TSX Venture Exchange;

“ Named Executive Officer ” means each of the following individuals:

(a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;

(b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;

(c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (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 paragraph (c) but for the fact that the individual was not an executive officer of the Corporation;

“ RSU ” means restricted share units granted pursuant to the RSU Plan;

“ RSU Plan ” means the Corporation’s restricted share unit compensation plan; and

“ Stock Option Plan ” means the Corporation’s stock option plan.

Compensation of Directors

The Board determines the compensation payable to the directors of the Corporation and reviews such compensation periodically throughout the year. For their role as directors of the Corporation, each director of the Corporation who is not a Named Executive Officer may, from time to time, be paid cash fees, awarded RSUs under the RSU Plan, awarded stock options under the provisions of the Stock Option Plan, and/or receive cash bonuses. There are no other arrangements under which the directors of the Corporation who are not Named Executive Officers were compensated by the Corporation or its subsidiaries during the most recently completed financial year for their services in their capacity as directors of the Corporation.

Compensation of Named Executive Officers

For the financial year ended December 31, 2023, the objectives of the Corporation’s compensation strategy were to ensure that compensation for its Named Executive Officers is sufficiently attractive to recruit, retain and motivate high performing individuals to assist the Corporation in achieving its goals.

The process for determining executive compensation is relatively informal, in view of the size and stage of the Corporation and its operations. Executive officers are involved in the process and make recommendations to the Board, which considers for approval the discretionary components (e.g. cash bonuses) of the annual compensation of senior management (other than the Chief Executive Officer). The Corporation does not maintain specific performance goals or use benchmarks in determining the compensation of executive officers. The Board may at its discretion award either a cash bonus, stock options, or RSUs for high achievement or for accomplishments that the Board deem as worthy of recognition.

Compensation for the Named Executive Officers is composed primarily of three components: base fees, performance bonuses and securities-based compensation. In establishing the levels of base fees, performance bonuses and the award of securities-based compensation, the Board takes into consideration a variety of factors, including the financial and operating performance of the Corporation, and each Named Executive Officer’s individual performance and contribution towards meeting corporate objectives, responsibilities and length of service.

Salary

Amounts paid to executive officers as base salary, including merit-based salary increases, are determined in accordance with an individual’s performance and salaries in the marketplace for comparable positions. However, certain of the Named Executive Officers provide their services in similar capacities to other reporting issuers, in addition to the Corporation. There is no mandatory framework that determines which of these factors may be more or less important and the emphasis placed on any of these factors may vary among the executive officers. The determination of base salaries relies principally on negotiations between the respective Named Executive Officer and the Corporation and is therefore heavily discretionary. Other than the base compensation payable to the Chief Executive Officer of the Corporation (see “Statement of Executive Compensation – Employment, Consulting and Management Agreements” below), there were no material changes to the base compensation of the Named Executive Officers during the financial year ended December 31, 2023.

Bonus

The Corporation’s cash bonus awards are designed to reward an executive for the direct contribution which he or she can make to the Corporation. Named Executive Officers are entitled to receive discretionary bonuses from time to time as determined or approved by the Board or the Chief Executive Officer, as applicable. The Corporation does not currently prescribe a set of formal objective measures to determine discretionary bonus entitlements. Rather the Corporation uses informal goals which may include an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of his/her position and contribution to the Corporation. Precise goals or milestones are not preset by the Board. The performance-based bonuses paid to the Named Executive Officers during the financial year ended December 31, 2023, if any, are listed in the summary compensation table below. See “Statement of Executive Compensation – Employment, Consulting and Management Agreements” below.

Indebtedness of Directors and Officers

As at the date of this Statement of Executive Compensation, and during the financial year ended December 31, 2023, no director or executive officer of the Corporation or Nominee (as defined herein) (and each of their associates and/or affiliates) was indebted, including under any securities purchase or other program, to (i) the Corporation or its subsidiaries, or (ii) any other entity which is, or was at any time during the financial year ended December 31, 2023, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries.

Directors’ and Officers’ Insurance and Indemnification

The Corporation maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers. The Corporation has purchased in respect of directors and officers an aggregate of $2,000,000 in coverage. The approximate amount of premiums paid by the Corporation during the financial year ended December 31, 2023 in respect of such insurance was $8,539.

The Corporation has not, as yet, adopted a policy restricting its Named Executive Officers or directors from purchasing instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officers or directors.

In light of the Corporation’s size, the Board does not deem it necessary to consider at this time the implications of the risks associated with its compensation policies and practices.

Pension Disclosure

There are no pension plan benefits in place for the Named Executive Officers or the directors of the Corporation.

Summary Compensation Table

STATEMENT OF EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Under applicable securities legislation, the Corporation is required to disclose certain financial and other information relating to the compensation of: (a) Named Executive Officers and (b) the directors of the Corporation.

The following table sets out all direct and indirect compensation for, or in connection with, services provided to the Corporation and its subsidiaries for the two most recently completed financial years of the Corporation, ended December 31, 2023 and December 31, 2022, in respect of the Named Executive Officers as well as the directors of the Corporation. As of December 31, 2023, the Chief Executive Officer and Chief Financial Officer were the only Named Executive Officers of the Corporation as the Corporation did not employ any individuals whose total compensation was greater than $150,000.

		Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Jaime Lalinde, Former President and Chief Executive Officer and Director(1)(12)	2023	N/A	N/A	N/A	N/A	N/A	N/A
	2022	80,000	Nil	Nil	Nil	Nil	80,000
Deborah Battiston, Former Chief	2023	N/A	N/A	N/A	N/A	N/A	N/A
	2022	N/A	N/A	N/A	N/A	N/A	N/A

Financial Officer(11)
Raziel Zisman, Former Director(5)	2023	N/A	N/A	N/A	N/A	N/A	N/A
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Algimantas Didziulis, Former Director(6)	2023	N/A	N/A	N/A	N/A	N/A	N/A
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Robert Allen, Former Director(7)	2023	N/A	N/A	N/A	N/A	N/A	N/A
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Fred Leigh, Former President and Chief Executive Officer(1)(2)	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Ryan Ptolemy, Former Chief Financial Officer (4)(11)	2023	N/A	N/A	N/A	N/A	N/A	N/A
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Neil Said, Former Director(3)	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Fayyaz Alimohamed, Former Director(8)	2023	N/A	N/A	N/A	N/A	N/A	N/A
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Chris Younger, Former Director(9)	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Roger Lemaitre, Director(9)	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	N/A	N/A	N/A	N/A	N/A	N/A
Kam Gill, Director(10)	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Scott Moore, President and Chief Executive Officer and Director(2)(3)(12)(13)	2023	10,000	Nil	Nil	Nil	Nil	Nil
	2022	N/A	N/A	N/A	N/A	N/A	N/A
Peter Michel, Chief Financial Officer(4)	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Mr. Lalinde resigned and was replaced as the president and chief executive officer of the Corporation by Mr. Leigh on August 22, 2022. Mr. Lalinde also served as a director of the Corporation from January 20, 2020 until his resignation from such position effective August 22, 2022.

(2) Mr. Leigh resigned and was replaced by Mr. Moore as the chief executive officer of the Corporation on December 6, 2023.

(3) Mr. Said was elected as a director of the Corporation at its 2022 annual and special meeting of shareholders held on July 28, 2022. Mr. Said resigned and was replaced by Mr. Moore as a director of the Corporation on December 6, 2023.

(4) Mr. Ptolemy resigned and was replaced by Mr. Michel as the chief financial officer of the Corporation on May 3, 2022.

• (5) Mr. Zisman served as a director of the Corporation from April 8, 2021 until his resignation on February 2, 2022.

(6) Mr. Didziulis served as a director of the Corporation from February 26, 2020 until his resignation on August 22, 2022. (7) Mr. Allen served as a director of the Corporation from April 23, 2021 until its 2022 annual and special meeting of shareholders held on July 28, 2022.

(8) Mr. Alimohamed served as a director of the Corporation from July 29, 2021 until his resignation on February 2, 2022.

• (9) Mr. Younger was elected as a director of the Corporation at its 2022 annual and special meeting of shareholders held on July 28, 2022. Mr. Younger resigned and was replaced by Mr. Lemaitre as a director of the Corporation on March 22, 2023.

• (10) Ms. Gill was elected as a director of the Corporation at its 2022 annual and special meeting of shareholders held on July 28, 2022.

• (11) Ms. Battiston resigned and was replaced by Mr. Ptolemy as the chief financial officer of the Corporation on January 1, 2022.

• (12) Compensation was payable solely in such person’s capacity as a Named Executive Officer, notwithstanding such person also served the Corporation as a director.

• (13) Compensation was payable to Mr. Moore indirectly through Otami-Yew Management Inc. See “Employment, Consulting and Management Agreements” below.

Stock Options and Other Compensation Securities

No compensation securities were granted or issued to any director or Named Executive Officer of the Corporation during the financial year ended December 31, 2023, and as of such date none were held by any director or Named Executive Officer of the Corporation.

Exercise of Stock Options

No stock options or other compensation securities were exercised by any Named Executive Officer or director of the Corporation in the most recently completed financial year ended December 31, 2023.

Securities Authorized for Issuance Under Equity Compensation Plans

The Corporation has a stock option plan which was last approved by the shareholders of the Corporation at the annual general and special meeting of the shareholders of the Corporation held on July 22, 2022. The Stock Option Plan is a “rolling” stock option plan under the policies of the Exchange, and therefore must be approved on an annual basis at the Corporation’s annual general meetings. Pursuant to the Stock Option Plan, the Corporation is authorized to grant stock options of up to 10% of its issued and outstanding common shares at the time of the stock option grant, from time to time, with or without vesting provisions and after taking into account any stock options or RSUs currently outstanding.

The Corporation also has a “fixed” restricted share unit plan which was approved by the shareholders of the Corporation at the special meeting of the shareholders of the Corporation held on January 12, 2021. Subject to the adjustment provisions provided for in the RSU Plan and applicable rules and regulations of all regulatory authorities to which the Corporation is subject (including any stock exchange), the total number of common shares that may be reserved for issue in connection with the RSUs granted pursuant to the RSU Plan shall not exceed 6,384,019 common shares, being 10% of the total issued and outstanding common shares on the date the RSU Plan was adopted by the Board. As of December 31, 2023, 3,775,000 RSUs had been granted pursuant to the RSU Plan, resulting in 2,609,019 remaining available for grant. Notwithstanding the foregoing, the common shares reserved for issue under the RSU Plan, together with any common shares reserved for issue pursuant to the Stock Option Plan, may not exceed 10% of the total issued and outstanding Common Shares (on a non-diluted basis) on the date of a grant of RSUs to an eligible grantee.

Pursuant to the terms of the Stock Option Plan and RSU Plan, directors, officers, employees and certain consultants are eligible to receive stock options and RSUs, respectively, which each may be granted in the discretion of the Board. The stock options and RSUs entitle holders to receive common shares of the Corporation in accordance with the terms set out in the Stock Option Plan and RSU Plan, respectively, and any corresponding stock option or RSU agreement. The terms of stock options and RSUs cannot exceed five and ten years, respectively.

The above was a summary of the material provisions of the Stock Option Plan and RSU Plan. It is not a comprehensive discussion of all of the terms and conditions of the plans and it is qualified in its entirety by the full text of the Stock Option Plan and RSU Plan, copies of which are available on the Corporations SEDAR+ profile at www.sedarplus.ca.

The Corporation does not have any compensation plans not previously approved by securityholders.

The following table provides information as at December 31, 2023, regarding the number of common shares of the Corporation authorized for issuance pursuant to the Stock Option Plan and RSU Plan.

Plan category	Number of securities to be issued upon exercise of outstanding options, RSUs, warrants and rights	Weighted-average exercise price of outstanding options, RSUs, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by securityholders	35,000	$2.90	2,308,959
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	35,000	$2.90	2,308,959

Employment, Consulting and Management Agreements

The following table discloses the material terms of each agreement or arrangement under which compensation was provided during the financial year ended December 31, 2023, or is payable in respect of services provided to the Corporation or any of its subsidiaries that were: (a) performed by a director or Named Executive Officer; or (b) performed by any other party, but are services typically provided by a director or Named Executive Officer.

Name	Monthly Fees	Severance on Termination	Severance on Change of Control(1)
Scott Moore, President and Chief Executive Officer(1)	$10,000	30,000	Nil

Notes:

(1) Mr. Moore provides his services as chief executive officer to the Corporation through an independent contractor agreement dated December 14, 2023, between the Corporation and Otami-Yew Management Inc., a company wholly owned by Mr. Moore.

As of December 31, 2023, other than Mr. Moore, no director or Named Executive Officer had entered into an employment or consulting agreement with the Corporation.

Summary of Termination Payments

The estimated incremental payments, payables and benefits that might be paid to the Named Executive Officers pursuant to the above noted agreement in the event of termination without cause or after a change of control (assuming such termination or change of control is effective as of December 31, 2023) are detailed below:

detailed below:
Named Executive Officer	Termination not for Cause ($)	Termination on a Change of Control ($)
Scott Moore
Salary and Quantified Benefits	30,000	N/A
Bonus	N/A	N/A
Total	N/A	N/A

Management Contracts

Other than as described herein, no management functions of the Corporation or its subsidiaries are to any substantial degree performed by a person or company other than the directors or executive officers of the Corporation or its subsidiaries.

Dated: June 21, 2024