NorthWest Copper Corp. — Remuneration Information 2023

Jun 30, 2023

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Statement of Executive Compensation For the year ended December 31, 2022

Dated June 29, 2023

STATEMENT OF EXECUTIVE COMPENSATION

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (“ Form 51-102F6V ”).

Definitions

For the purpose of this statement of executive compensation:

“ CEO ” means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“ CFO ” means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“ Director ” means an individual who acted as a director of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

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

• (a) a CEO;

• (b) a CFO;

• (c) the most highly compensated executive officer, or the most highly compensated individual 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 more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year;

• (d) each individual who would be an NEO under paragraph (c) 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.

Oversight and Description of Director and NEO Compensation

Compensation Objectives and Principles

The primary goal of the Company’s executive compensation strategy is to attract and retain the key executives and employees necessary for the Company’s long-term success, to encourage executives to further the development of the Company and its operations, and to motivate top quality and experienced executives. The Company appreciates that its success will primarily be driven by its people and the Company’s executives and employees provide NorthWest Copper with a recognizable advantage in a highly competitive labour market.

For the financial period ended December 31, 2022, the Company did not have compensation programs other than paying base salaries, incentive bonuses, Options, RSUs and DSUs to its executive Officers and Directors, and annual retainer fees for non-NEO Directors.

Compensation Process

The Board monitors compensation of the Directors and executive Officers of the Company. The Compensation Committee meets at least semi-annually to assist the Board by providing oversight related to compensation paid to Directors and management based on such factors as (i) recruiting and retaining executives critical to the success of the Company and the enhancement of Shareholder value, (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the Shareholders; and (iv) rewarding performance, both on an individual basis and with respect to operations in general. To determine compensation payable, the Compensation Committee periodically reviews compensation paid for Directors and CEOs of companies of similar size and stage of

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development in the mineral exploration/mining industry and annually determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the Directors and senior management while taking into account the financial and other resources of the Company. Under its mandate, the Compensation Committee annually reviews and recommends to the Board for approval the corporate goals and objectives, as well as the relative weightings assigned, and evaluates the performance of the Company as a whole, as well as the CEO and each executive Officer in light of such goals and objectives and recommends to the Board for approval the compensation level for the CEO and each executive Officer based on this evaluation. For the year ended December 31, 2022, the corporate goals and their weightings were as follows:

Goal	Weighting
Share Price	30%
Exploration	25%
PEA	15%
Agreements and Permitting	10%
Health, Safety & ESG	10%
Finance/Corporate	10%

Components of Compensation

NorthWest Copper’s key components of executive compensation are base salary, variable annual cash incentives and equity incentive awards. Except as set out above, non-NEO Directors are compensated for their services through annual retainer fees, Option-based awards and Share-based awards. The Company does offer other perquisites but such are not material on an annual basis.

Annual base salary

The objectives of the base salary are to recognize market pay and acknowledge the competencies and skill of individuals. For the most recently completed financial year, the Compensation Committee evaluated the Company’s performance against the established corporate goals and objectives, as well as considered the external environment and current business situation in order to formulate a recommendation to the Board regarding base salary for the CEO and executive Officers.

Annual cash incentives

The objectives of annual incentives in the form of cash payments are designed to add a variable component of compensation. For the most recently completed financial year, the Compensation Committee evaluated the Company’s performance against the established corporate goals and objectives, as well as considered the external environment and current business situation in order to formulate a recommendation to the Board regarding cash incentives for the CEO and executive Officers. The Company takes into consideration the financial position of the Company before any cash bonuses are paid.

Equity incentive awards

Equity incentive awards in the form of Options, RSUs and DSUs are intended to align the interest of the Directors and its executive Officers with those of the Shareholders, to provide a long-term incentive that rewards these individuals for their contribution to the creation of Shareholder value, and to reduce the cash compensation NorthWest Copper would otherwise have to pay. The Company’s current Stock Option Plan, RSU Plan and DSU Plan are administered by the Compensation Committee. In establishing grants to the NEOs and Directors, reference is made to grants to officers of other publicly traded companies that, similar to NorthWest Copper, are involved in the mining industry, as well as those of other publicly traded Canadian companies of a comparable size to that of NorthWest Copper in respect of assets. The Compensation Committee also consider previous grants and the overall number of Options, RSUs and DSUs that are outstanding relative to the number of outstanding Shares in determining

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whether to make any new grants and the size and terms of any such grants, as well as the level of effort, time, responsibility, ability, experience and level of commitment of the Director or executive Officer in determining the level of incentive stock option compensation.

Other

Certain additional compensation factors may be considered and not included within the compensation structure and philosophy. Some of the factors not considered were target share ownership guidelines, pension plans, specific target weightings, and percentage of compensation at risk. In addition, the perquisites offered were limited to health plans and excluded other items such as low or interest free loans, company car, club memberships, and other perquisites which may be offered by other companies.

Pension Plan Benefit

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

Compensation Table Excluding Compensation Securities

The following table provides a summary of compensation paid, directly or indirectly, for each of the two most recently completed financial periods to the NEOs and Directors.

During its financial year ended December 31, 2022, the following individuals were NEOs of the Company, namely, Peter Bell, former President and Chief Executive Officer; Lauren McDougall, Chief Financial Officer and Corporate Secretary; and James Lang, Chief Geoscientist. Mr. Bell ceased to be President and CEO and stepped down from the Board in April 2023. On April 26, 2023, Mr. Moore was appointed interim President and CEO, and on May 12, 2023, Mr. Moore was appointed to the Board.

		Salary, consulting fee,
Name and Position	Financial Period Ended	retainer or commission ($)(2)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	All other compensation ($)	Total compensation ($)
Peter Bell Former President & CEO and Director(7)	Dec 31, 2022	330,000	28,875(1)	Nil	Nil	Nil	358,875
	Dec 31, 2021	270,833	122,736	Nil	Nil	Nil	393,569
Lauren McDougall CFO & Corporate Secretary	Dec 31, 2022	205,000	12,813(1)	Nil	Nil	Nil	217,813
	Dec 31, 2021	158,010	69,400	Nil	Nil	Nil	227,410
James Lang Chief Geoscientist	Dec 31, 2022	205,000	25,625(1)	Nil	Nil	Nil	230,625
	Dec 31, 2021	200,000	43,160	Nil	Nil	Nil	243,160
Mark O’Dea Chair, Director	Dec 31, 2022	82,500	Nil	Nil	Nil	Nil	82,500
	Dec 31, 2021	163,076(3)	204,625	Nil	Nil	Nil	367,701
Teodora Dechev Director	Dec 31, 2022	47,500	Nil	Nil	Nil	Nil	47,500
	Dec 31, 2021	41,667	25,000	Nil	Nil	Nil	66,667

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		Salary, consulting fee,
Name and Position	Financial Period Ended	retainer or commission ($)(2)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	All other compensation ($)	Total compensation ($)
Lewis V. Lawrick Director(4)	Dec 31, 2022	42,500	Nil	Nil	Nil	Nil	42,500
	Dec 31, 2021	45,750	15,000	Nil	Nil	Nil	60,750
Sean Tetzlaff Director	Dec 31, 2022	47,500	Nil	Nil	Nil	Nil	47,500
	Dec 31, 2021	37,500	Nil	Nil	Nil	Nil	37,500
Richard Bailes Director	Dec 31, 2022	40,000	Nil	Nil	Nil	Nil	40,000
	Dec 31, 2021	33,333	25,000	Nil	Nil	Nil	58,333
David Smith Director(5)	Dec 31, 2022	34,167	Nil	Nil	Nil	Nil	34,167
	Dec 31, 2021	N/A	N/A	N/A	N/A	N/A	N/A
David W. Moore Interim President and CEO, Director(6)	Dec 31, 2022	22,500(8)	Nil	Nil	Nil	Nil	22,500
	Dec 31, 2021	419,654(9)	49,500(10)	Nil	Nil	Nil	469,154

(1) 50% of total 2022 bonus. Cash portion accrued at December 31, 2022 and paid in February 2023, remainder paid in RSUs in January 2023.

(2) Q4 2022 Director fees of $76,250 were accrued at December 31, 2022 and paid in February 2023.

(3) Dr. O’Dea was the Executive Chair from March 5, 2021 to August 26, 2021

(4) Includes compensation for acting as director of Kwanika Copper Corporation until February 2022.

(5) Mr. Smith was appointed to the Board on March 14, 2022.

(6) Mr. Moore resigned as President and CEO in connection with the Arrangement on March 5, 2021. Mr. Moore retired from the Board on June 24, 2022.

(7) Mr. Bell ceased to be President and CEO and stepped down from the Board in April 2023. On April 26, 2023 David W. Moore was appointed interim President and CEO.

(8) Director fees paid to Mr. Moore in January to June 2022.

(9) Mr. Moore served as President and CEO of the Company from 2004 until March 5 2021. Includes $360,000 in regards to Mr. Moore’s change of control payment. (10) Approved in 2021 for performance in 2020.

Compensation Securities Table

The following table sets forth information concerning the grant of compensation securities to NEOs and Directors during the most recently completed financial year:

		Number of compensation			Closing price of	Closing price of security or
Name and Position	Type of compensation security	securities, number of underlying securities	Date of issue or grant	Issue, conversion or exercise price ($)	security or underlying security on date of grant ($)	underlying security at year end ($)	Expiry date
David Smith Director	Option	400,000	Mar 14, 2022	0.67	0.67	0.21	Mar 14, 2027

As at December 31, 2022, there were 11,519,675 Options, 3,325,000 RSUs, and 800,000 DSUs outstanding. Each Option, RSU and DSU entitles the holder to one Share on exercise or realization. The following table sets forth information concerning compensation securities held by NEOs and Directors as at December 31, 2022:

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		Number of compensation
Name and Position	Type of compensation security	securities, number of underlying securities	Date of issue or grant	Issue, conversion or exercise price ($)	Expiry date
Peter Bell Former President & CEO and Director	Option	1,000,000	Mar 8, 2021	0.90	Mar 8, 2026
	Option	600,000	Dec 29, 2021	0.80	Dec 29, 2026
	RSU	500,000	Mar 8, 2021	N/A	Apr 8, 2024
	RSU	400,000	Dec 29, 2021	N/A	Jan 28, 2024
Lauren McDougall CFO & Corporate Secretary	Option	43,000	Mar 5, 2021	1.17	May 2, 2023
	Option	32,250	Mar 5, 2021	1.31	Dec 24, 2023
	Option	53,750	Mar 5, 2021	0.84	Jun 11, 2025
	Option	225,000	Mar 8, 2021	0.90	Mar 8, 2026
	Option	250,000	Dec 29, 2021	0.80	Dec 29, 2026
	RSU	200,000	Mar 8, 2021	N/A	Apr 8, 2024
	RSU	200,000	Dec 29, 2021	N/A	Jan 28, 2024
James Lang Chief Geoscientist	Option	350,000	Mar 8, 2021	0.90	Mar 8, 2026
	Option	250,000	Dec 29, 2021	0.80	Dec 29, 2026
	RSU	200,000	Mar 8, 2021	N/A	Apr 8, 2024
	RSU	200,000	Dec 29, 2021	N/A	Jan 28, 2024
Mark O’Dea Chair, Director	Option	86,000	Mar 5, 2021	1.17	May 2, 2023
	Option	86,000	Mar 5, 2021	1.31	Dec 24, 2023
	Option	68,800	Mar 5, 2021	0.84	Jun 11, 2025
	Option	700,000	Mar 8, 2021	0.90	Mar 8, 2026
	Option	400,000	Dec 29, 2021	0.80	Dec 29, 2026
	RSU	500,000	Mar 8, 2021	N/A	Apr 8, 2024
Teodora Dechev Director	Option	200,000	Apr 10, 2019	0.46	Apr 10, 2024
	Option	75,000	Feb 19, 2020	0.42	Feb 19, 2025
	Option	200,000	Mar 8, 2021	0.90	Mar 8, 2026
	Option	200,000	Dec 29, 2021	0.80	Dec 29, 2026
	DSU	200,000	Mar 8, 2021	N/A	N/A
Lewis V. Lawrick Director	Option	125,000	Apr 10, 2018	0.30	Apr 10, 2023
	Option	75,000	Apr 10, 2019	0.46	Apr 10, 2024
	Option	75,000	Feb 19, 2020	0.42	Feb 19, 2025
	Option	200,000	Mar 8, 2021	0.90	Mar 8, 2026
	Option	200,000	Dec 29, 2021	0.80	Dec 29, 2026
	DSU	200,000	Mar 8, 2021	N/A	N/A
Sean Tetzlaff Director	Option	64,500	Mar 5, 2021	1.17	May 2, 2023
	Option	86,000	Mar 5, 2021	1.31	Dec 24, 2023
	Option	68,800	Mar 5, 2021	0.84	Jun 11, 2025
	Option	200,000	Mar 8, 2021	0.90	Mar 8, 2026
	Option	200,000	Dec 29, 2021	0.80	Dec 29, 2026
	DSU	200,000	Mar 8, 2021	N/A	N/A
Richard Bailes Director	Option	43,000	Mar 5, 2021	1.17	May 2, 2023
	Option	43,000	Mar 5, 2021	1.31	Dec 24, 2023
	Option	68,800	Mar 5, 2021	0.84	Jun 11, 2025

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		Number of compensation
Name and Position	Type of compensation security	securities, number of underlying securities	Date of issue or grant	Issue, conversion or exercise price ($)	Expiry date
	Option	200,000	Mar 8, 2021	0.90	Mar 8, 2026
	Option	200,000	Dec 29, 2021	0.80	Dec 29, 2026
	DSU	200,000	Mar 8, 2021	N/A	N/A
David Smith Director	Option	400,000	Mar 14, 2022	0.67	Mar 14, 2027
David W. Moore Interim President and CEO, Director	Option	250,000	Apr 10, 2018	0.30	Apr 10, 2023
	Option	125,000	Apr 10, 2019	0.46	Apr 10, 2024
	Option	125,000	Feb 19, 2020	0.42	Feb 19, 2025
	Option	200,000	Mar 8, 2021	0.90	Mar 8, 2026
	Option	200,000	Dec 29, 2021	0.80	Dec 29, 2026

Options granted to NEOs vest as follows: one-third (1/3) shall vest one (1) year from grant; one-third (1/3) shall vest two (2) years from grant; and one-third (1/3) shall vest three (3) years from grant. Options granted to non-NEO Directors vest immediately upon grant. RSUs granted vest as follows: one-third (1/3) shall vest one (1) year from grant; one-third (1/3) shall vest two (2) years from grant; and one-third (1/3) shall vest three (3) years from grant. DSUs granted to non-NEO Directors vest immediately upon grant.

Exercise of Compensation Securities

The following table sets forth information concerning the exercise of compensation securities by NEOs and Directors during the most recently completed financial period.

						Difference between
Name and Position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise ($)	exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
David W. Moore Interim President and CEO, Director	Option	250,000	0.30	January 25, 2022	0.69	0.39	97,500
	DSU	200,000	N/A	July 18, 2022	0.345	0.345	69,000
Lewis V. Lawrick Director	Option	175,000	0.30	January 25, 2022	0.69	0.39	68,250

Security Based Compensation Plans

The Company has in place a Stock Option Plan, last approved by the Company’s Shareholders on June 24, 2022. The Company also has an existing RSU Plan and an existing DSU Plan, both of which were last approved by disinterested shareholders on February 26, 2021.

The Stock Option Plan is a “rolling” plan whereby the Shares issuable under the Stock Option Plan may not exceed 10% of the total number of issued and outstanding Shares. The RSU Plan and DSU Plan are fixed plans whereby the maximum combined Shares issuable under the RSU Plan and DSU Plan must not exceed 5,510,964 Shares.

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Stock Option Plan

Under the Stock Option Plan, Options may be granted to Directors, senior officers, “Employees”, “Consultants”, “Consultant Company” or “Management Company Employees” of the Company and its subsidiaries or an “Eligible Charitable Organization” (as such terms are defined in the Exchange policies) (collectively, “ Eligible Persons ”). The maximum number of Shares which may be issuable pursuant to options granted under the Stock Option Plan shall not exceed 10% of the total number of issued and outstanding Shares on the grant date on a non-diluted basis. The number of Shares which may be issuable under the Stock Option Plan and all of the Company’s other previously established share compensation arrangements: (a) within a 12-month period, to any one optionee, shall not exceed 5% of the total number of issued and outstanding Shares on the grant date on a non-diluted basis; (b) within a 12month period, to any one Consultant shall not exceed 2% in the aggregate of the total number of issued and outstanding Shares on the grant date on a non-diluted basis; (c) within a 12-month period, to all Eligible Persons who undertake “Investor Relations Activities” (as such term is defined in the Exchange policies) shall not exceed 2% in the aggregate of the total number of issued and outstanding Shares on the grant date on a non-diluted basis, which options are to be vested in stages over not less than 12 months and no more than one-quarter (1/4) of such options may be vested in any three (3) month period; (d) within a 12-month period to Insiders (as defined in Exchange policies) as a group shall not exceed 10% of the total number of issued and outstanding Shares on the grant date on a non-diluted basis; and (e) to Insiders as a group at any point in time shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis.

The exercise price of the options granted under the Stock Option Plan shall be not less than the “Discounted Market Price” (as defined under the Exchange policies) on the grant date. The expiry date for each option shall be set by the Board at the time of issue of the option and shall not be more than ten years after the grant date. Options shall not be assignable (or transferable).

If the optionee ceases to be an Eligible Person, (i) due to his or her death or disability or, in the case of an optionee that is a company, the death or disability of the person who provides management or consulting services to the Company, the vested options then held by such optionee shall be exercisable at any time up to but not after the earlier of 365 days after the date of death or disability and the original expiry date, (ii) as a result of termination for cause, or, in the case of a Management Company Employee or a Consultant Company, of the optionee's employer, is employed or engaged, any outstanding option held by such optionee on the date of such termination, shall be cancelled as of that date, or (iii) due to his or her retirement at the request of his or her employer earlier than the normal retirement date under the Company’s retirement policy then in force, or due to his or her termination by the Company other than for cause, or due to his or her voluntary resignation, the vested options then held by the optionee shall be exercisable at any time up to but not after the earlier of the original expiry date and the date which is 90 days (30 days if the optionee was engaged in Investor Relations Activities) after the optionee or, in the case of a Management Company Employee or a Consultant Company, the optionee's employer, ceases to be an eligible person under the Stock Option Plan, provided that the Board may, in its discretion, extend the date of such termination and the resulting period in which such option remains exercisable to a date not exceeding the earlier of the expiry date and the date which is 12 months after such event, and further provided that the Board may, in its discretion, on a case-by-case basis and only with the approval of the Exchange, further extend the date of such termination and the resulting period in which such option remains exercisable to a date exceeding the date which is after 12 months of such event.

RSU Plan

Eligible Participants

Participation in the RSU Plan is restricted to employees, consultants and officers of the Company (an “ RSU Eligible Person ”). Employees, including Directors who are also employees, are eligible to participate in the RSU Plan.

Transferability

RSUs shall not be transferable or assignable other than by will or the laws of descent and distribution.

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Grant of RSUs

The RSU Plan permits the Compensation Committee of the Board, or if there is no such committee, the Board, to grant awards of RSUs to an RSU Eligible Person and to determine the RSU Redemption Date applicable to such RSUs. In addition, the Compensation Committee may, at its sole discretion, at the time of the grant of RSUs, make such RSUs subject to performance conditions to be achieved by the Company to entitle the holder thereof to receive the Shares or cash thereunder.

Upon vesting, the RSUs will be redeemed on or about (but not later than 30 days following) each applicable RSU Redemption Date (as defined in the RSU Plan) (“the “ RSU Redemption Date ”), and the Eligible RSU Person will be entitled to receive and the Company will issue and/or pay to such Eligible RSU Person, as applicable: (i) the number of Shares equal to the numbers of RSUs vested on the RSU Redemption Date; (ii) a cash amount equal to the number of Shares set out in (i) multiplied by the fair market value of the Shares on the RSU Redemption Date; or (iii) a combination of (i) and (ii), as determined by the Compensation Committee or the Board, as applicable, in its sole discretion. The RSU Redemption Date in respect of any RSU is the date provided for in the agreement granting the RSUs or if no date is set, the third anniversary of the grant date, unless otherwise provided for in the RSU Plan. The Compensation Committee has the discretion to stipulate the length of time for vesting and to determine various performance objectives based on certain business criteria as a pre-condition to an RSU vesting.

Payment of Dividend Equivalents

When dividends are paid on Shares, an RSU Eligible Person shall be credited with dividend equivalents in respect of the RSUs credited to the such RSU Eligible Person’s Account as of the record date for payment of dividends and no payment in cash should be made to any RSU Eligible Person with respect to such dividend equivalent. Such dividend equivalents shall be converted into additional RSUs (including fractional RSUs) based on the fair market value per Share on the date credited and redeemed on the date of redemption, of the RSUs with respect to which the dividend equivalent was granted.

Blackout Periods

In the event the RSU Redemption Date, determined in accordance with the RSU Plan occurs during a black out period applicable to the relevant participant, then the RSU Redemption Date, as applicable, shall be the date that is the tenth business day after the expiry of the black out period; provided, however, that in the case of a U.S. taxpayer, the change in the RSU Redemption Date does not violate Section 409A of the U.S. Tax Code.

Maximum Number of Shares Issued

The number of Shares which may be reserved for issuance under the RSU Plan for the redemption of RSUs, provided that all RSUs granted shall be deemed to be redeemed into Shares for the purpose of this calculation, in combination with the aggregate number of Shares which may be issuable under the DSU Plan, will not exceed 5,510,964 Shares, subject to customary adjustments in accordance with the RSU Plan and, if required by the Exchange policies or any other stock exchange on which the Shares may then be listed, and by the shareholders of the Company.

If and for so long as the Shares are listed on the Exchange, the number of Shares which may be issuable under the RSU Plan for the redemption of RSUs granted under such plan, and any other share compensation arrangement, within any one-year period: (i) to any RSU Eligible Person, will not exceed 5% of the total issued and outstanding Shares on the grant date on a non-diluted basis, (ii) to any Insiders as a group, will not exceed 10% of the total number of issued and outstanding Shares on the grant date on a non-diluted basis and (iii) to any Consultant , shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis, provided that, in determining the number of Shares issuable, all RSUs granted shall be deemed to be redeemed into Shares.

If and for so long as the Shares are listed on the Exchange, no RSUs will be granted under the RSU Plan to any RSU Eligible Person whose role and duties primarily consist of Investor Relations Activities, as defined under the Exchange policies.

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Termination of Employment

If an RSU Eligible Person is terminated by the Company for cause (as determined by the Company), or if an RSU Eligible Person, voluntarily terminates employment for any reason prior to a RSU Redemption Date, all of the RSU Eligible Person’s RSUs will be cancelled and no amount shall be paid by the Company to such RSU Eligible Person in respect of the RSUs so cancelled.

The RSUs which have vested of an RSU Eligible Person who is involuntarily terminated for reasons other than cause will be redeemed on the RSU Redemption Date for an equal number of Shares or cash in lieu thereof or a combination of cash and Shares, as determined by the Compensation Committee or the Board, as applicable.

For purposes of this section, a U.S. taxpayer shall be treated as terminated when such person incurs a “separation from service” within the meaning of Section 409A of the U.S. Tax Code (“ Separation from Service ”). Solely to the extent required by Section 409A of the U.S. Tax Code, any payment in respect of RSUs which has become payable on or following a Separation from Service to any U.S. taxpayer who is determined to be a “specified employee,” under the U.S. Tax Code, shall not be paid before the date that is six months after such U.S. taxpayer's Separation from Service (or, if earlier, the date of the death of such U.S. taxpayer). Following any applicable six-month delay of payment, all such delayed payments shall be made to the U.S. taxpayer in a single lump sum on the earliest possible date.

Change of Control

In the event of a change of control of the Company, all RSUs granted to RSU Eligible Persons and outstanding under the RSU Plan will immediately vest and will be paid out in cash, Shares or a combination of cash and Shares.

Termination and Amendment of the RSU Plan

The Board has the right, in its sole discretion, to amend, suspend or terminate the RSU Plan, provided that no such amendment, suspension or termination may be made without obtaining Exchange or shareholder approvals or adversely affect the rights of any participant with respect to the RSUs to which the participant is entitled under the RSU Plan without the consent of the participant. No amendments may be made by the Board to the RSU Plan to effect any of the following without shareholder approval or, if required under the Exchange policies, disinterested shareholder approval and Exchange approval: (i) an increase in the maximum number or percentage of Shares reserved for issuance under the RSU Plan, (ii) a change in the method of calculation of redemption of RSUs held by RSU Eligible Persons; (iii) an extension to the term of redemption of RSUs held by insiders, (iv) permitting the RSUs granted under the RSU Plan to be transferrable or assignable other than for normal estate settlement purposes, or (v) an amendment to the amendment provisions.

Without limiting the generality of the foregoing, the Board may make the following amendments to the RSU Plan, without obtaining shareholder approval: (a) amendments to the terms and conditions of the RSU Plan necessary to ensure that the RSU Plan complies with the applicable regulatory requirements, including the rules of the Exchange, in place from time to time; (b) amendments to the provisions of the RSU Plan respecting administration of the RSU Plan and eligibility for participation under the RSU Plan; (c) amendments to the provisions of the RSU Plan respecting the terms and conditions on which RSUs may be granted pursuant to the RSU Plan, including the provisions relating to the payment of the RSUs; (d) amendments to the RSU Plan that are of a “housekeeping” nature; and (e) any other amendment, fundamental or otherwise, not requiring shareholder approval under applicable laws or applicable rules of the Exchange, provided, however, that no such amendment of the RSU Plan may be made without the consent of each affected RSU Eligible Person in the RSU Plan if such amendment would adversely affect the rights of such affected RSU Eligible Person(s) under the RSU Plan.

The Board may from time to time amend or suspend the RSU Plan in whole or in part and may at any time terminate the RSU Plan. No such amendment, suspension or termination shall adversely affect the rights of any RSU Eligible Person at the time of such amendment, suspension or termination with respect to outstanding and unredeemed RSUs credited to such RSU Eligible Person without the consent of the affected RSU Eligible Person. If the Board terminates the RSU Plan, no new RSUs will be awarded to any RSU Eligible Person, but outstanding and unredeemed

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previously credited RSUs shall remain outstanding, be entitled to payments as provided under the RSU Plan existing at the time of termination. The RSU Plan will finally cease to operate for all purposes when the last remaining RSU Eligible Person receives a payment in satisfaction of all outstanding and unredeemed RSUs credited to such RSU Eligible Person, or all outstanding and unredeemed RSUs credited to such RSU Eligible Person are cancelled pursuant to the provisions thereof.

DSU Plan

Eligible Participants

Participation in the DSU Plan is restricted to Directors and bona fide employees of the Company (a “ DSU Eligible Person ”).

The DSU Plan is administered by the Compensation Committee of the Board, or if there is no such committee, the Board.

Transferability

The rights respecting the DSUs are non-transferrable and non-assignable other than by will or the laws of descent and distribution.

Grant of DSUs

The Board will establish an annual compensation amount (the “ Annual Base Compensation ”) payable to Directors of the Company. The Annual Base Compensation will be payable in quarterly installments. DSU Eligible Persons are entitled to elect quarterly (or for U.S. taxpayers, annually) to receive up to 100% of their Annual Base Compensation in DSUs.

Each DSU Eligible Person who elects to receive their Annual Base Compensation in DSUs, will be credited on an account maintained on the books of the Company (the “ Participant’s Account ”) with the number of DSUs determined by dividing the dollar amount of such compensation payable in DSUs on the grant date by the Share Price (as defined below).

In addition, DSU Eligible Persons may be granted DSUs (a “ DSU Award ”) to provide the DSU Eligible Person with appropriate equity-based compensation for the services he or she rendered to the Company.

For the purposes of the DSU Plan, the “Share Price” of the Shares is determined, as at a particular date, as the closing price of the Shares on the Exchange averaged over the five consecutive trading days immediately preceding the redemption date, being the date that a notice of redemption is received by the Company, except with respect to any U.S. taxpayer, it shall mean the date set forth in the agreement between the Company and such participant (the “ DSU Redemption Date ”).

Payment of DSU Awards

Each participant will be entitled to redeem his or her DSUs during the period commencing immediately following the date of such participant’s death, or retirement from, or loss of office or employment with the Company, including such participant’s resignation, retirement, death or otherwise (the “ Termination Date ”) and ending on the 90th day following such Termination Date by providing or causing his or her legal representative to deliver a written notice to the Company.

Upon redemption, a non-U.S. taxpayer participant will be entitled to receive: (i) the number of Shares equal to the number of DSUs in such the Participant’s Account, subject to any applicable deductions and withholdings, (ii) subject to and in accordance with applicable Laws, the number of Shares purchased by an independent administrator under the DSU Plan in the open market for purposes of providing Shares to participant under the DSU Plan, subject to any applicable deductions and withholdings, (iii) the payment of a cash amount to a participant equal to the number of

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DSUs multiplied by the Share Price, subject to any applicable deductions and withholdings, or (iv) any combination of the foregoing, as determined by the Compensation Committee or the Board, as applicable, in its sole discretion.

For a U.S. taxpayer participant, any DSUs issued to a U.S. taxpayer are only redeemable following the termination of participant’s service with the Company (the “ Separation Date ”) and may be redeemed in one or two tranches, with one DSU Redemption Date occurring within 30 days of such Separation Date and in no event later than the last day of the calendar year in which such Separation Date occurs and, if applicable, the second DSU Redemption Date shall be on March 1 of the calendar year following such Separation Date.

Payment of Dividend Equivalents

When dividends are paid on Shares, a participant shall be credited with dividend equivalents in respect of the DSUs credited to the Participant’s Account as of the record date for payment of dividends and no payment in cash should be made to any participant with respect to such dividend equivalent. Such dividend equivalents shall be converted into additional DSUs (including fractional DSUs) based on the fair market value per Share on the date credited and redeemed on the date of redemption, of the DSU with respect to which the dividend equivalent was granted.

Blackout Periods

In the event the DSU Redemption Date, determined in accordance with the DSU Plan occurs during a black out period applicable to the relevant participant, then the DSU Redemption Date, as applicable, shall be the date that is the tenth business day after the expiry of the black out period; provided, however, that in the case of a U.S. taxpayer, the change in the DSU Redemption Date does not violate Section 409A of the U.S. Tax Code.

Maximum Number of Shares Issued

The number of Shares that may be granted by the Company in accordance with the DSU Plan, provided the maximum number of Shares which may be issued from treasury in connection with the redemption of DSUs, which for the purposes of this maximum number shall deem all DSUs to be redeemed for Shares from treasury, in combination with the aggregate number of Shares which may be issuable under the RSU Plan (as defined below), will not exceed 5,510,964 Shares, subject to customary adjustments in accordance with the terms of the DSU Plan and, if required by the Exchange policies or any other stock exchange on which the Shares may then be listed, and by the shareholders of the Company.

If and for so long as the Shares are listed on the Exchange: (i) no DSUs may be granted to any DSU Eligible Person whose role and duties primarily consists of Investor Relations Activities, as defined under Exchange policies; and (ii) the number of Shares which may be issuable under the DSU Plan to redeem DSUs and any other share compensation arrangement, within any one-year period: (a) to any one participant will not exceed 5% of the total issued and outstanding Shares on a non-diluted basis, and (b) to Insiders as a group, shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis, provided that, in determining the number of Shares issuable, all DSUs shall be deemed to be redeemed into Shares.

Amendments to the DSU Plan

The Board has the right, in its sole discretion, to amend, suspend or terminate the DSU Plan or any portion of it, at any time, in accordance with applicable laws, provided that no such amendment, suspension or termination may: (i) be made without obtaining Exchange or, shareholder approvals; or (ii) adversely affect the rights of any participant with respect to the DSUs to which the participant is entitled under the DSU Plan without the consent of the participant. No amendments may be made by the Board to the DSU Plan to effect any of the following without shareholder approval or, if required under Exchange policies, disinterested shareholder approval and Exchange approval: (i) an increase in the maximum number or percentage of Shares reserved for issuance under the DSU Plan, (ii) a change in the method of calculation of redemption of DSUs held by participants; (iii) an extension to the term of redemption of DSUs held by participants, (iv) permitting the DSUs granted under the DSU Plan to be transferrable or assignable other than for normal estate settlement purposes, or (v) an amendment to the amendment provisions of the DSU Plan.

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Unless otherwise required by the Exchange policies, the Board may make the following amendments to the DSU Plan, without obtaining shareholder approval: (i) amendments to the terms and conditions of the DSU Plan necessary to ensure that the DSU Plan complies with the applicable regulatory requirements, including the rules of the Exchange, in place from time to time; (ii) amendments to the provisions of the DSU Plan respecting administration of the DSU Plan and eligibility for participation under the DSU Plan; (iii) amendments to the provisions of the DSU Plan respecting the terms and conditions on which DSUs may be granted pursuant to the DSU Plan, including the provisions relating to the payment of DSUs; (iv) amendments to the DSU Plan that are of a “housekeeping” nature; and (v) any other amendments, fundamental or otherwise, not requiring shareholder approval under applicable laws or applicable rules of the Exchange; provided, however, that no such amendment of the DSU Plan may be made without the consent of each affected participant if such amendment would adversely affect the rights of such affected participant(s) under the DSU Plan.

Termination of the DSU Plan

The Compensation Committee or the Board, as applicable, may decide to discontinue granting awards under the DSU Plan at any time in which case no further DSUs shall be awarded or credited under the DSU Plan. Any DSUs which remain outstanding in a Participant’s Account at that time shall continue to be dealt with according to the terms of the DSU Plan.

Named Executive Officer Agreements

The Company entered into an employment agreement with Peter Bell dated March 5, 2021, effective March 8, 2021 (the “ Bell Employment Agreement ”). The Bell Employment Agreement provides that Mr. Bell will provide services to the Company in his role as President and CEO of the Company for an annual salary of $325,000. In December 2021, the Board approved an increase in Mr. Bell’s annual salary to $330,000, effective January 1, 2022. Mr. Bell ceased to be President and CEO and stepped down from the Board in April 2023.

The Company entered into an employment agreement with Lauren McDougall dated March 5, 2021, effective March 5, 2021 (the “ McDougall Employment Agreement ”). The agreement provides that Ms. McDougall will provide services to the Company in her role as CFO and Corporate Secretary of the Company for an annual salary of $190,000. In December 2021, the Board approved an increase in Ms. McDougall’s annual salary to $205,000, effective January 1, 2022.

The Company entered into an employment agreement with James Lang dated January 30, 2021, effective March 5, 2021 (the “ Lang Employment Agreement ”). The Lang Employment Agreement provides that Mr. Lang will provide services to the Company in his role as Chief Geoscientist of the Company for an annual salary of $200,000. In December 2021, the Board approved an increase in Mr. Lang’s annual salary to $205,000, effective January 1, 2022.

Other than the foregoing, there are no executive employment contracts with any NEOs of the Company.

Termination and Change of Control Benefits

Under the Bell Employment Agreement, if Mr. Bell is terminated without just cause, he is entitled to any salary and unused vacation pay (the “ Bell Termination Final Wages ”), as well as an additional lump sum amount equivalent to the greater of a) the minimum pay as prescribed by the Employment Standards Act (Ontario) and b) six months of his then annual salary, plus one month of his then annual salary for every year of service, up to a combined maximum of one year’s annual salary as at the date of termination (the “ Bell Termination Date ”). Upon completion of a “Change of Control” (as defined below) if Mr. Bell elects to resign pursuant to the terms of his employment agreement (the “ COC Termination Date ”), Mr. Bell is entitled to receive the Bell Termination Final Wages, an additional lump sum equal to 24 months’ of his annual salary as at the COC Termination Date and an additional lump sum equal to two times the average bonus awarded to him in the prior two fiscal years, provided that if Mr. Bell has been employed for less than 24 months at the COC Termination Date then an amount equivalent to 70% of Mr. Bell’s salary will be deemed to be the annual bonus amount for each incomplete year. Upon termination of Mr. Bell’s employment for any reason, the vesting, exercise, and redemption of any options or RSUs shall be governed by the terms of the Stock Option Plan or RSU Plan then in place.

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Under the McDougall Employment Agreement, if Ms. McDougall is terminated without just cause or she resigns for good cause, she is entitled to any salary and bonus amounts owing, including, in the case of an annual bonus, the amount that would have been owed had she worked through the end of the year (the “ McDougall Termination Final Wages ”), an additional lump sum amount equivalent to one month of her then annual salary, plus two months of her then annual salary for every year of service, up to a combined maximum of one year’s annual salary as at the date of termination or resignation (the “ McDougall Termination Date ”), continued insurance coverage to the end of the Severance Period (as defined in the McDougall Employment Agreement) or until she obtains alternate coverage, and any options or RSUs vested as at the McDougall Termination Date will remain open for exercise until the earlier of their expiry or 90 days from the McDougall Termination Date. Upon completion of a “Change of Control” (as defined below) if Ms. McDougall is terminated without cause, or she elects to resign for good cause pursuant to the terms of her employment agreement, Ms. McDougall is entitled to receive the McDougall Termination Final Wages, an additional lump sum equivalent to 12 months’ annual salary, and an additional lump sum equal to the average amount of cash bonus awarded to her during the 24 months preceding the McDougall Termination Date divided by two (the “ McDougall Average Bonus Amount ”), provided that if Ms. McDougall has been employed between 12 and 24 months then the McDougall Average Bonus Amount will be calculated based on the preceding 12 months. Ms. McDougall will receive continued insurance coverage until the end of the “COC Severance Period” (as defined in the McDougall Employment Agreement) or until she obtains alternative coverage, and any options or RSUs vested as at the McDougall Termination Date will remain open for exercise until the earlier of their expiry or 90 days from the McDougall Termination Date.

Under the Lang Employment Agreement, if Mr. Lang is terminated without just cause, he is entitled to any salary owing (the “ Lang Termination Final Wages ”), as well as an additional lump sum amount equivalent to three months of his then annual salary, plus one months of his then annual salary for every year of service, up to a combined maximum of one year’s annual salary as at the date of termination, and continued insurance coverage to the end of the Severance Period (as defined in the Lang Employment Agreement) Upon termination of Mr. Lang’s employment for any reason other than just cause or resignation, the vesting, exercise, and redemption of any options or RSUs shall be governed by the terms of the Stock Option Plan or RSU Plan then in place.

A “ Change of Control ” for purposes of the Bell Employment Agreement shall be deemed to have occurred when:

• (i) the acquisition by any persons acting jointly or in concert (as determined in accordance with the Securities Act (British Columbia)), whether directly or indirectly, of voting securities of the Company that, together with all other voting securities of the Company held by such persons, constitute in the aggregate more than 50% of all outstanding voting securities of the Company;

• (ii) an amalgamation, arrangement or other form of business combination of the Company with another company that results in the holders of voting securities of that other company holding, in the aggregate, more than 50% of all outstanding voting securities of the Company resulting from the business combination;

• (iii) the sale, lease or exchange of all or substantially all property of the Company to another person, other than in the ordinary course of business of the Company or to a related entity; or

• (iv) any other transaction that is deemed to be a "Change of Control" by the Board in its sole discretion.

A “ Change of Control ” for purposes of the McDougall Employment Agreement shall be deemed to have occurred when:

• (i) the acquisition, beneficially, directly or indirectly, by any person or group of persons acting jointly or in concert, within the meaning of National Instrument 62-104 Takeover Bids and Issuer Bids (or any successor instrument thereto), of Shares of the Company which, when added to all other Shares of the Company at the time held beneficially, directly or indirectly by such person or persons acting jointly or in concert, totals for the first time more than 50% of the outstanding Shares of the Company; or

• (ii) the removal, by extraordinary resolution of the shareholders of the Company, of more than 51% of the then incumbent Directors of the Company, or the election of a majority of Directors to the Board who were not nominees of the Company’s incumbent Board at the time immediately preceding such election; or

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• (iii) the consummation of a sale of all or substantially all of the assets (greater than 90%) of the Company, or the consummation of a reorganization, merger or other transaction which has substantially the same effect; or

• (iv) a merger, consolidation, plan of arrangement or reorganization of the Company that results in the beneficial, direct or indirect transfer of more than 50% of the total voting power of the Company’s outstanding securities to a person, or group of persons acting jointly and in concert, who are different from the person that have, beneficially, directly or indirectly, more than 50% of the total voting power prior to such transaction.

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