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POCML 7 Inc. Remuneration Information 2026

Jan 15, 2026

48422_rns_2026-01-14_5ef65069-5af4-42ed-bf72-203a83dd5c7d.pdf

Remuneration Information

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OCEAN SHORE CAPITAL CORP.

FORM 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION

(for the fiscal year ended June 30, 2025)

This statement of executive compensation for Ocean Shore Capital Corp. ("Ocean Shore", the "Company", "we" or "our") dated as of January 14, 2026, is presented in accordance with National Instrument 51-102 – Continuous Disclosure Obligations and Form 51-102F6V – Statement of Executive Compensation – Venture Issuers.

For the purposes 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.

"Named Executive Officer" or "NEO" means each of the following individuals:

(a) a CEO;
(b) a CFO;
(c) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, 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) each 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.

For the purposes of the following disclosure, the Company’s NEOs for the financial year ended June 30, 2025 were: Geoff Reed - Interim CEO, Ron Schmitz – CFO and Corporate Secretary and Michael Walsh – former President and CEO.

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table is a summary of compensation (excluding compensation securities) paid, awarded to or earned by the Named Executive Officers and any director who is not a Named Executive Officer for the fiscal years ended June 30, 2025 and June 30, 2024.


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Table of Compensation Excluding Compensation Securities
Name and Position Year Salary, consulting fee, retainer or commission ($) Bonus ($) Committee or Meeting Fees ($) Value of Perquisites ($)(1) Value of all other compensation ($) Total compensation ($)
Geoff Reed
Interim CEO and Director(2) 2025 Nil Nil Nil Nil Nil Nil
2024 Nil Nil Nil Nil Nil Nil
Ron Schmitz
CFO, Secretary and Director 2025 12,347(3) Nil Nil Nil Nil 12,347(3)
2024 12,379(3) Nil Nil Nil Nil 12,379(3)
Douglas Frederick Besse
Director 2025 Nil Nil Nil Nil Nil Nil
2024 Nil Nil Nil Nil Nil Nil
Dan Barraclough
Director(4) 2025 Nil Nil Nil Nil Nil Nil
2024 N/A N/A N/A N/A N/A N/A
Michael Walsh
Former President, CEO and Director(5) 2025 Nil Nil Nil Nil Nil Nil
2024 Nil Nil Nil Nil Nil Nil

Notes:
1. The value of perquisites, if any, was less than $15,000.
2. Geoff Reed was appointed interim CEO on March 28, 2025.
3. Paid to ASI Accounting Services Inc., which Ron Schmitz is President, for accounting and administrative services provided.
4. Dan Barraclough was appointed a director on May 2, 2025.
5. Michael Walsh resigned as President, CEO and a director on March 28, 2025.

Stock Options and Other Compensation Securities

The following table provides a summary of all compensation securities granted or issued to each Named Executive Officer and to each director of the Company during the year ended June 30, 2025:

Stock Options and Other Compensation Securities
Name and Position Type of compensation security Number of compensation securities, number of underlying securities and % of class Date of grant 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
Geoff Reed
Interim CEO and Director(1) Stock Options 100,000 options
100,000 shares (1.3%) May 2, 2025 $0.10 $0.055 $0.055 May 2, 2027
Douglas Frederick Besse
Director(2) Stock Options 50,000 options
50,000 shares (0.66%) May 2, 2025 $0.10 $0.055 $0.055 May 2, 2027
Ron Schmitz
CFO, Secretary and Director(5) Stock Options 50,000 options
50,000 shares (0.66%) May 2, 2025 $0.10 $0.055 $0.055 May 2, 2027
Dan Barraclough
Director Stock Options 50,000 options
50,000 shares (0.66%) May 2, 2025 $0.10 $0.055 $0.055 May 2, 2027
Michael Walsh
Former President, CEO and Director(4) N/A N/A N/A N/A N/A N/A N/A

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Notes:
(1) As of June 30, 2025, Geoff Reed also held 115,000 stock options exercisable at $0.10 per share previously granted on April 6, 2022 and expiring on April 6, 2027.
(2) As of June 30, 2025, Douglas Besse also held 115,000 stock options exercisable at $0.10 per share previously granted on April 6, 2022 and expiring on April 6, 2027.
(3) As of June 30, 2025, Ron Schmitz also held 115,000 stock options exercisable at $0.10 per share previously granted on April 6, 2022 and expiring on April 6, 2027.
(4) Michael Walsh resigned as President, CEO and a director on March 28, 2025. As of June 30, 2025, Michael Walsh held 155,000 stock options exercisable at $0.10 per share previously granted on April 6, 2022 and expiring on April 6, 2027.

Stock Option Plans and Other Incentive Plans

The Company's 10% rolling stock option plan (the "Option Plan") provides eligible directors, officers, employees and consultants with the opportunity to acquire an ownership interest in the Company and is the basis for the Company's long-term incentive scheme.

The Option Plan was last re-approved by the shareholders of the Company on February 12, 2025 and the Option Plan is available under the Company's profile on SEDAR+ at www.sedarplus.ca. Under TSX Venture Exchange ("TSXV") policies, all "rolling" stock option plans must be approved and ratified by the shareholders on an annual basis. The key features of the Option Plan are as follows:

  • The maximum number of common shares issuable under the Option Plan may not exceed in aggregate such number of common shares as is equal to 10% of the common shares issued and outstanding at the time of such grant; provided that, if the Company is a capital pool company ("CPC"), such number cannot exceed 10% of the aggregate number of common shares issued and outstanding as at the closing of the Company's initial public offering.
  • The options have a maximum term of ten years from the date of issue.
  • Options vest as the board of directors of the Company may determine upon the award of the options.
  • The exercise price of options granted under the Option Plan shall be determined by the board of directors but shall not be lower than the last closing price for common shares of the Company as quoted on the TSX Venture Exchange, less any discount permitted by the TSXV, on the date of grant of the option, and provided that, if the Company is a CPC, the exercise price shall not be lower than $0.10.
  • The expiry date of an option shall be the earlier of the date fixed by the Company's board of directors on the award date, and: (a) in the event of the death or disability of the option holder while he or she is a director, officer, employee or consultant, 12 months from the date of death or disability of the option holder; (b) in the event that the option holder ceases to be a director, employee or consultant other than by reason of death or disability, 90 days following the date the option holder ceases to be a director, employee or consultant; and (c) the date on which the optionee ceases to be a director, officer, consultant or employee by reason or termination of the optionee as an employee or consultant of the Company for cause (which, in the case of a consultant, includes any breach of an agreement between the Company and the consultant).

Oversight and description of director and Named Executive Officer compensation

Director Compensation

The Board determines director compensation from time to time. Directors are not generally compensated in their capacities as such but the Company may, from time to time, grant to its directors incentive stock options to


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purchase common shares in the capital of the Company pursuant to the terms of the Option Plan and in accordance with the TSXV policies.

Named Executive Officer Compensation

The Board as a whole determines executive compensation from time to time. The Company does not have a formal compensation policy. The main objectives the Company hopes to achieve through its compensation are to attract and retain executives critical to the Company's success, who will be key in helping the Company achieve its corporate objectives and increase shareholder value. The Company looks at industry standards when compensating its executive officers.