NGEx Minerals — Remuneration Information 2022

Jun 27, 2022

ARCTIC STAR EXPLORATION CORP.

1111 Melville Street, Suite 1100 Vancouver, British Columbia V6E 3V6 Telephone: (604) 689-1799

FORM 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUERS

(for financial years ended December 31, 2021 and 2020)

General

The following information, dated as of June 27, 2022, is provided as required under Form 51-102F6V – Statement of Executive Compensation , for Venture Issuers (the “Form”), as such term is defined in National Instrument 51-102 Continuous Disclosure Obligations .

For the purposes of this Statement of Executive Compensation:

“ Company ” means Arctic Star Exploration Corp.;

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries; and

“ NEO ” or “ named executive officer ” means each of the following individuals:

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

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

• (c) in respect of the company 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;

• (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 company, and was not acting in a similar capacity, at the end of that financial year.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

During the financial year ended December 31, 2021, based on the definition above, the NEOs of the Company were Patrick Power, Executive Chairman, President, CEO and director; Brijender Jassal, CFO; Buddy Doyle, Executive Vice-President of Corporate Development and director; and Thomas Yingling, Corporate Secretary and director. The directors of the Company who were not NEOs during the financial year ended December 31, 2021 were Sean Charland and Scott Eldridge.

During the financial year ended December 31, 2020, based on the definition above, the NEOs of the Company were Patrick Power, Executive Chairman, President, CEO and director; Brijender Jassal, CFO; Buddy Doyle, Executive Vice-President of Corporate Development and director; and Thomas Yingling, Corporate Secretary and director. The directors of the Company who were not NEOs during the financial year ended December 31, 2020 were Sean Charland, Scott Eldridge, Roy Spencer and William Ferreira.

Director and NEO Compensation, Excluding Options and Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and directors of the Company who were not NEOS for the financial years ended December 31, 2021 and 2020. Options and compensation securities are disclosed under the heading “ Stock Options and Other Compensation Securities ” in this Form.

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Table of Compensation Excluding Compensation Securities
Salary,
consulting
fee, retainer Committee
or or meeting Value of Value of all other Total
commission Bonus fees perquisites compensation compensation
Name and position Year ($) ($) ($) ($) ($) ($)
Sean Charland [(1)] 2021 Nil Nil Nil Nil Nil Nil
Director
2020 Nil Nil Nil Nil Nil Nil
Buddy Doyle [(2)] 2021 84,850 Nil Nil Nil Nil 84,850
Executive V.P., 2020 60,000 Nil Nil Nil Nil 60,000
Corporate Development
and Director
Scott Eldridge [(1)] 2021 Nil Nil Nil Nil Nil Nil
Director 2020 5,000 Nil Nil Nil Nil 5,000
Brijender Jassal [(3)] 2021 84,000 Nil Nil Nil Nil 84,000
CFO
2020 93,000 Nil Nil Nil Nil 93,000
Patrick Power [(4)] 2021 180,000 Nil Nil Nil Nil 180,000
Chairman, President, 2020 180,000 Nil Nil Nil Nil 180,000
CEO and Director
Thomas Yingling [(5)] 2021 Nil Nil Nil Nil Nil Nil
Corporate Secretary and 2020 Nil Nil Nil Nil Nil Nil
Director
2021 Nil Nil Nil Nil Nil Nil
Roy Spencer [(7)]
Former Director 2020 Nil Nil Nil Nil Nil Nil
2021 Nil Nil Nil Nil Nil Nil
William Ferreira [(8)]
Former Director 2020 Nil Nil Nil Nil Nil Nil
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Notes:

(1) Messrs. Charland, Eldridge were appointed to the board of directors on July 31, 2017.

(2) Mr. Doyle was as a director and Executive V.P., Corporate Development on July 31, 2017.

(3) Mr. Jassal was appointed CFO on July 31, 2021.

(4) Mr. Power was appointed as a director on July 31, 2021, as Executive Chairman on November 20, 2017 and President and CEO on October 23, 2018.

(5) Mr. Yingling was appointed as a director and Corporate Secretary on July 31, 2017.

(6) Mr. Spencer was a director from July 31, 2017 to May 11, 2020.

(7) Mr. Ferreira was a director from July 31, 2017 to February 18, 2020.

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Stock Option Plan and Other Compensation Plans

“ ” 10% rolling Stock Option Plan (Option-Based Awards)

The Company’s share option plan dated for reference May 26, 2015 (the “ Option Plan ”), which was approved by the Company’s shareholders on December 8, 2021, is a “rolling” share option plan pursuant to which up to 10% of the outstanding Common Shares of the Company may be reserved for issue from time to time, less the number of Common Shares reserved for issue under any other share compensation arrangement.

Material terms of the Option Plan:

The Board shall establish the exercise price at the time each option is granted, subject to the following conditions:

• a) if the common shares are listed on the TSXV , the exercise price will not be less than the minimum prevailing price permitted by TSXV policies;

• b) if the common shares are not listed, posted and trading on any stock exchange or bulletin board, then the exercise price will be determined by the Board at the time of granting;

• c) if an option is granted within 90 days of a distribution by a prospectus by the Company, the exercise price will not be less than the price that is the greater of the minimum prevailing price permitted by TSXV policies and the per share price paid by public investors for common shares acquired under the distribution by the prospectus, with the 90 day period beginning on the date a final receipt is issued for the prospectus; and

• d) in all other cases, the exercise price shall be determined in accordance with the rules and regulations of any applicable regulatory bodies.

Upon expiry of an option, or in the event an option is otherwise terminated for any reason, without having been exercised in full, the number of common shares in respect of the expired or terminated option shall again be available for a grant under the Plan.

No option granted under the Plan may have an expiry date exceeding ten years from the date on which the option is granted (unless automatically extended as a result of a blackout period as described below).

The expiry date of each option will be automatically extended if the expiry date falls within a period during which the Company prohibits optionees from exercising their options, provided that:

• a) the blackout period has been formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information (as defined in the policies of the TSXV). For greater certainty, in the absence of the Company formally imposing a blackout period, the expiry date of any options will not be automatically extended in any circumstances;

• b) the blackout period expires upon the general disclosure of the undisclosed Material Information and the expiry date of the affected options is extended to no later than ten (10) business days after the expiry of the blackout period; and

• c) the automatic extension will not be permitted where the optionee or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company’s securities.

Options granted to any one individual in any 12 month period cannot exceed more than 5% of the issued Shares, unless the Company has obtained disinterested shareholder approval.

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Options granted to any one consultant in any 12 month period cannot exceed more than 2% of the issued Shares, without the prior consent of the TSXV.

Options granted to all persons, in aggregate, conducting investor relations activities in any 12 month period cannot exceed more than 2% of the issued Shares, without the prior consent of the TSXV.

Options issued to optionees performing investor relations activities will vest in stages over 12 months with no more than one quarter of the options vesting in any three month period.

If a director, employee or consultant of the Company is terminated for cause, then any option granted to the option holder will terminate immediately upon the option holder ceasing to be a director, employee, or consultant of the Company by reason of termination for cause.

If an option holder ceases to be a director, employee or consultant of the Company (other than by reason of death, disability or termination of services for cause), or if an optionee resigns, as the case may be, then any option granted to the holder that had vested and was exercisable on the date of termination will expire on the earlier of the expiry date and the date that is 90 days following the date that the holder ceases to be a director, employee or service provider of the Company.

If the engagement of an option holder engaged in investor relations activities as a consultant is terminated for any reason other than cause, disability or death, any option granted to such holder that was exercisable and had vested on the date of termination will be exercisable until the earlier of the expiry date and the date that is 30 days after the effective date of the holder ceasing to be a consultant.

If an option holder dies, the holder’s lawful personal representatives, heirs or executors may exercise any option granted to the holder that had vested and was exercisable on the date of death until the earlier of the expiry date and one year after the date of death of the holder.

If an option holder ceases to be a director, employee or consultant of the Company as a result of a disability, the holder may exercise any option granted to the holder that had vested and was exercisable on the date of disability until the earlier of the expiry date and one year after the date of disability.

Options granted to directors, employees or consultants will vest when granted unless determined by the Board on a case by case basis, other than options granted to consultants performing investor relations activities, which will vest in stages over 12 months with no more than one quarter of the options vesting in any three month period.

The Plan will be administered by the Board who will have the full authority and sole discretion to grant options under the Plan to any eligible party, including themselves.

Options granted under the Plan shall not be assignable or transferable by an option holder.

The Board may from time to time, subject to regulatory or shareholder approval, amend or revise the terms of the Plan.

The foregoing summary of the Option Plan is not complete and is qualified in its entirety by reference to the Option Plan, which is available on the Company’s SEDAR profile at www.sedar.com.

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Stock Options and Other Compensation Securities

Outstanding Compensation Securities

The following table sets forth incentive stock options (option-based awards) pursuant to the Company’s Option Plan that were outstanding to NEOs and directors of the Company who were not NEOs during the financial year ended December 31, 2021.

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant M/D/Y	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date M/D/Y
Sean Charland Director	Options	160,000 (0.13%)	02/9/2021	$0.07	$0.07	$0.09	02/9/2026
Buddy Doyle Executive V.P., Corporate Development & Director	Options	10,000 (0.008%) 21,000 (0.016%) 83,000 (0.06%) 1,000,000 (0.78%) 500,000 (0.39%) 100,000 (0.08%)	01/6/2017 04/25/2019 02/7/2020 02/9/2021 04/26/2021 06/10/2021	$0.45 $0.45 $0.08 $0.07 $0.12 $0.18	$0.45 $0.35 $0.08 $0.07 $0.12 $0.16	$0.80 $0.40 $0.04 $0.09 $0.09 $0.09	01/6/2022 04/25/2024 02/07/2025 02/9/2026 04/262026 06/10/2026
Scott Eldridge Director	Options	100,000 (0.08%)	02/9/2021	$0.07	$0.07	$0.09	02/9/2026
Brijender Jassal CFO	Options	10,000 (0.008%) 21,000 (0.016%) 83,000 (0.06%) 400,000 (0.31%) 400,000 (0.31%) 100,000 (0.08%)	01/6/2017 04/25/2019 02/7/2020 02/9/2021 04/26/2021 06/10/2021	$0.45 $0.45 $0.08 $0.07 $0.12 $0.18	$0.45 $0.35 $0.08 $0.07 $0.12 $0.16	$0.80 $0.40 $0.04 $0.09 $0.09 $0.09	01/6/2022 04/25/2024 02/7/2025 02/9/2026 04/26/2026 06/10/2026

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		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant M/D/Y	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date M/D/Y
Patrick Power Chairman, President, CEO and Director	Options	1,000,000 (0.78%)	06/1/2021	$0.18	$0.16	$0.09	06/1/2026
Thomas Yingling Corporate Secretary & Director	Options	10,000 (0.008%) 83,000 (0.06%) 400,000 (0.31%) 500,000 (0.39%)	01/6/2017 02/7/2020 02/9/2021 04/26/2021	$0.45 $0.08 $0.07 $0.12	$0.45 $0.08 $0.07 $0.12	$0.80 $0.04 $0.09 $0.09	01/6/2022 02/7/2025 02/9/2026 04/26/2026

Exercise of Compensation Securities by Directors and NEOs

There were no compensation securities exercised by any of the NEOs or directors of the Company during financial year ended December 31, 2021.

Employment, Consulting and Management Agreements

The Company entered into an employment agreement with Mr. Patrick Power effective January 1, 2019 with regards to his employment as the President and Chief Executive Officer of the Company. The agreement is for a 12 month term, and is automatically renewed for subsequent 12 month terms unless earlier terminated. Pursuant to the agreement, the Company has agreed to pay Mr. Power a base salary of $15,000 per month and Mr. Power is eligible to annually receive a discretionary bonus.

The Company entered into an employment agreement with Mr. Brijender Jassal effective November 1, 2018 with regards to his employment as the Chief Financial Officer of the Company. The agreement is for a 12 month term, and is automatically renewed for subsequent 12 month terms unless earlier terminated. Pursuant to the Agreement, the Company has agreed to pay Mr. Jassal a base salary of $7,000 a month and Mr. Jassal is eligible to annually receive a discretionary bonus.

Oversight and Description of Director and Named Executive Officer Compensation

The Company’s compensation program is intended to attract, motivate, reward and retain the management talent needed to achieve the Company’s business objectives of improving overall corporate performance and creating long-term value for the Company’s shareholders. The compensation program is intended to reward executive officers on the basis of individual performance and achievement of corporate objectives, including the advancement of the exploration and development goals of the Company. The Company’s current compensation program is comprised of base salary or fees, short term incentives such as discretionary bonuses and long term incentives such as stock options.

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The Board has not created or appointed a compensation committee given the Company’s current size and stage of development. All tasks related to developing and monitoring the Company’s approach to the compensation of the Company’s NEOs and directors are performed by the members of the Board. The compensation of the NEOs, directors and the Company’s employees or consultants, if any, is reviewed, recommended and approved by the Board without reference to any specific formula or criteria. NEOs that are also directors of the Company are involved in discussion relating to compensation, and disclose their interest in and abstain from voting on compensation decisions relating to them, as applicable, in accordance with the applicable corporate legislation corporate legislation.

Pension Disclosure

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

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