Oracle Energy Corp. — Remuneration Information 2023

Jun 30, 2023

ORACLE ENERGY CORP.

(the “Company”)

FORM 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION

The following information, dated as of June 29, 2023, is provided as required under Form 51-102F6V Statement of Executive Compensation (Venture Issuers) and is prepared as at and for the year ended December 31, 2022 (except as otherwise indicated).

STATEMENT OF EXECUTIVE COMPENSATION

General

“CEO” of the Company means each 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” of the Company means each 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; and

“Named Executive Officers” or “NEO” means:

• (a) the Company’s CEO;

• (b) the Company’s CFO;

• (c) each of the Company’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 as determined in accordance with applicable securities laws; and

• (d) any individual who would be a 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 the most recently completed financial year.

Compensation Discussion and Analysis

The overall objective of the Company’s compensation strategy is to offer medium-term and long-term compensation components to ensure that the Company has in place programs to attract, retain and develop management of the highest caliber and has in place a process to provide for the orderly succession of management, including receipt on an annual basis of any recommendations of the chief executive officer, if any, in this regard. The Company currently has medium-term and long-term compensation components in place, such as the Companies stock options plan. The Company intends to further develop these compensation components. The objectives of the Company’s compensation policies and procedures are to align the interests of the Company’s employees with the interests of the Company’s shareholders. Therefore, a significant portion of the total compensation is based upon overall corporate performance. There are no formal performance goals or similar conditions that must be satisfied in connection with the payment of executive compensation.

The Company has a Compensation and Nominating Committee in place. All tasks related to developing and monitoring the Company’s approach to the compensation of officers of the Company and to developing and monitoring the Company’s approach to the nomination of directors to the Board are performed

by the members of this Committee and then put to the Board for approval. Subsequent to the year ended, the Company directly, or indirectly through companies managed by NEOs, pays management fees to NEOs. The Company also chooses to grant stock options to NEOs and directors to satisfy the long-term compensation component. The Board may consider, on an annual basis, an award of bonuses to key executives and senior management. The amount and award of such bonuses is discretionary, depending on, among other factors, the financial performance of the Company and the position of a participant. The Board considers that the payment of such discretionary annual cash bonuses satisfies the medium term compensation component. In the future, the Board may also consider the grant of options to purchase common shares of the Company with longer future vesting dates to satisfy the long term compensation component.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITES

Name and Principal Position	Year	Management Fees and Consulting Fees1 ($)	Bonus ($)	Share- Based Awards ($)	Option- Based Awards ($)	Pension Value ($)	All Other Compensation ($)
Loren Currie CEO and Director (appointed July 26, 2019)	2022 2021 2020	11,500 4,000 15,000	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL
Mark Forster CFO	2022 2021 2020	48,000 48.000 NIL	2,000 4,000 NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL

1 Includes Director fees paid to the CEO (2022: $2,000, 2021: $4,000.)

Long Term Incentive Plan (LTIP) Awards

The Company does not have any long-term incentive plans and, save as disclosed above, no remuneration payments were made, directly or indirectly, by the Company to its Chief Financial Officer, and Chief Executive Officer during the fiscal year ended December 31, 2022 other than those payments disclosed in the above table.

An LTIP means “any plan providing compensation intended to serve as an incentive for performance to occur over a period longer than one fiscal year whether performance is measured by reference to financial performance of the Company or an affiliate or the price of the Company’s shares but does not include option or stock appreciation rights plans or plans for compensation through restricted shares or units”.

Option and Stock Appreciation Rights (SARs)

The Company has in place a stock option plan for the purpose of attracting and motivating directors, officers, employees and consultants of the Company and advancing the interests of the Company by affording such person with the opportunity to acquire an equity interest in the Company through rights granted under the plan to purchase shares of the Company. There have been no changes to the stock option plan since the last annual general meeting.

DIRECTOR COMPENSATION TABLE

Name	Year	Fees earned1 ($)	Share based swards ($)	Options based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)
James Ladner Director	2022 2021 2020	2,000 4,000 NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL
Pieter Bakker Director	2022 2021 2020	2,000 4,000 NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL
Jeff Calvert Director	2022 2021 2020	2,000 4,000 NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL	NIL NIL NIL

1 Refer to the Table of Compensation Excluding Compensation Securities for Director fees paid to the CEO who is also a director.

INCENTIVE PLAN AWARDS

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

There were no Stock options issued and outstanding as at the Year ended December 31, 2022. All outstanding options previously issued were cancelled via an Irrevocable Offer to Cancel provided to the Company by each option holder. There were no options exercised during the year ended December 31, 2022.

INCENTIVE PLAN AWARDS VALUE VESTED OR EARNED

There were no incentive stock options granted during the year ended December 31, 2022. All options granted to directors, officers, and NEO during the year ended December 31, 2018 were cancelled in 2020 with none being exercised.

PENSION PLAN BENEFITS

The Company does not have a pension plan or provide any benefits following or in connection with retirement.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Neither the Company or any of its subsidiaries has any plan or arrangement with respect to compensation to its executive officers which would result from the resignation, retirement or any other termination of employment of the executive officers' employment with the Company and its subsidiaries or from a change of control of the Company or any subsidiary of the Company or a change in the executive officers' responsibilities following a change in control.