Route 109 Resources Inc. — Remuneration Information 2021

Mar 2, 2021

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National Instrument 51-102F6V STATEMENT OF EXECUTIVE COMPENSATION

as at August 31, 2020

This Statement of Executive Compensation (the “Statement”) should be read in conjunction with the Annual Financial Statements of BMEX Gold Inc. (the “Company”) for the Company’s financial year ended August 31, 2020 which is available on SEDAR at www.sedar.com.

In this Statement, references to “the Company”, “BMEX Gold”, “we” and “our” refer to BMEX Gold Inc. “Common Shares” mean common shares without par value in the capital of the Company.

All monetary amounts herein are expressed in Canadian Dollars (“$”) unless otherwise stated.

In this Statement:

" 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;

“ 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;

“ Named Executive Officer ” or “ NEO ”, 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, including an individual performing functions similar to a chief executive officer;

• (b) each individual who, in respect of the company, 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 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;

• (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 NEO Compensation, Excluding Options and Compensation Securities

The Company had the following NEOs for the financial year ended August 31, 2020:

• Amrik Virk, President, CEO & Director;

• Mr. Leon Ho, former CFO & Director;

• Mr. Peter Espig, former President, CEO & Director; and

• Dylan Sidoo, former President, CEO & Director

The directors of the Company who were not NEOs during the financial year ended August 31, 2020 were Marc Bustin and Verlee Webb.

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to each NEO and director of the Company for the two most recently completed financial years ended August 31, 2020 and August 31, 2019.

All amounts shown were paid in Canadian currency, the reporting currency of the Company.

Table of Compensation, Excluding Compensation Securities (in Canadian Dollars)
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Amrik Virk CEO, President & Director	2020 2019	10,000 Nil	Nil Nil	Nil Nil	Nil Nil	39,994 10,733	49,994 10,733
Peter Espig Director	2020 2019	4,667 Nil	Nil Nil	Nil Nil	Nil Nil	29,995 Nil	34,662 Nil
Marc Bustin Director	2020 2019	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A
Verlee Webb Director	2020 2019	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A
Leon Ho Former CFO and Former Director	2020 2019	24,000 Nil	Nil Nil	Nil Nil	Nil Nil	Nil 5,367	24,000 5,367
Dylan Sidoo Former CEO, former President, former Director	2020 2019	30,500 22,000	Nil Nil	Nil Nil	Nil Nil	29,995 Nil	60,495 22,000
Jordan Sidoo Former Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
David Sidoo Former Director	2020 2019	36,000 46,139(5)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	36,000 46,139
Douglas Leishman Former Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1) Mr. Virk was appointed as CEO and President of the Company on August 18, 2020. Mr. Virk has been a director of the Company since April 22, 2019.

(2) Mr. Espig was the CEO and President of the Company from January 15, 2020 to August 18, 2020

(3) Mr. Ho resigned as a director of the Company on August 18, 2020 and as CFO of the Company on September 4, 2020

(4) Mr. Dylan Sidoo resigned as a director, President and CEO of the Company on January 15, 2020.

(5) Mr. Jordan Sidoo resigned as a director of the Company on January 15, 2020.

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• (6) Mr. David Sidoo resigned as a director of the Company on January 15, 2020.

• (7) Mr. Leishman resigned as a director of the Company on April 19, 2019.

• (8) The Company paid management and administrative fees to Makena Management Group Ltd. (“Makena”), a private company owned by Mr. Sidoo. During the year ended August 31, 2020, the Company paid Makena $34,000 in accounting and administrative fees, $14,500 in consulting fees, $17,000 for professional fees, $32,500 for executive compensation, $6,800 for office costs and $24,000 in rent.

External Management Companies

As of August 31, 2020, none of the named executive officers are employees of the Company. Pursuant to an Administrative Services and Management Services Agreement dated July 1, 2020 (the “ Makena Agreement ”), Makena provides the services of the Company CEO to the Company. During the financial year ended August 31, 2020 the Company paid fees directly to the CEO of $5,000 and Makena paid an additional $5,000 to the CEO for his services provided to the Company.

Stock Options and Other Compensation Securities

The following table of compensation securities provides a summary of all compensation securities granted or issued by the Company to each NEO and director of the Company, current and former, for the financial year ended August 31, 2020 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries:

		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	Issue, conversation 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
Amrik Virk Director	Options	200,000 Options; 200,000 underlying Common shares (0.8%)(1)	08/21/20	0.30	0.32	0.41	08/21/24
Peter Espig Director	Options	150,000 Options; 150,000 underlying Common shares (0.6%)(2)	08/21/20	0.30	0.32	0.41	08/21/24
R. Marc Bustin Director	Options	100,000 Options; 100,000 underlying Common shares (0.3%)(3)	08/21/20	0.30	0.32	0.41	08/21/24
Verlee Webb Director	Options	100,000 Options; 100,000 underlying Common shares (0.3%)(4)	08/21/20	0.30	0.32	0.41	08/21/24

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		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	Issue, conversation 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
Leon Ho Former CFO and former Director	Options	Nil(5)	-	-	-	-	-
Dylan Sidoo Former President, CEO & former Director	N/A	300,000 Options; 300,000 underlying Common shares (0.8%)(6)	08/21/20	0.30	0.32	0.41	08/21/24
Jordan Sidoo Former Director and former CFO	N/A	Nil(7)	-	-	-	-	-
David Sidoo Former Director	N/A	Nil(8)	-	-	-	-	-
Douglas Leishman Former Director	N/A	Nil(9)	-	-	-	-	-

• (1) As at the year ended August 31, 2020, Mr. Virk had a total of 300,000 stock options of the Company, of which 100,000 options are exercisable into 100,000 common shares at a price of $0.15 per share until February 23, 2023 and 200,000 options are exercisable into 200,000 common shares at a price of $0.30 per share until August 21, 2024.

• (2) As at the year ended August 31, 2020, Mr. Espig had a total of 225,000 stock options of the Company, of which 75,000 options are exercisable into 75,000 common shares at a price of $0.10 per share until February 23, 2023 and 150,000 options are exercisable into 150,000 common shares at a price of $0.30 per share until August 21, 2024.

• (3) As at the year ended August 31, 2020, Dr. Bustin had a total of 100,000 stock options of the Company, exercisable into 100,000 common shares at a price of $0.30 per share until August 21, 2024.

• (4) As at the year ended August 31, 2020, Ms. Webb had a total of 100,000 stock options of the Company, exercisable into 100,000 common shares at a price of $0.30 per share until August 21, 2024.

• (5) As at the year ended August 31, 2020, Mr. Ho had a total of 50,000 stock options of the Company, exercisable into 50,000 common shares at a price of $0.15 per share until February 23, 2023.

• (6) As at the year ended August 31, 2020, Mr. Dylan Sidoo had a total of 650,000 stock options of the Company, of which 350,000 options are exercisable into 350,000 common shares at a price of $0.10 per share until February 23, 2023 and 300,000 options are exercisable into 300,000 common shares at a price of $0.30 per share until August 21, 2024

• (7) As at the year ended August 31, 2020, Mr. Jordan Sidoo had a total of 350,000 stock options of the Company, exercisable into 350,000 common shares at a price of $0.15 per share until February 23, 2023.

• (8) As at the year ended August 31, 2020, Mr. David Sidoo had a total of 200,000 stock options of the Company, exercisable into 200,000 common shares at a price of $0.15 per share until February 23, 2023.

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• (9) As at the year ended August 31, 2020, Mr. David Sidoo had a total of 200,000 stock options of the Company, exercisable into 200,000 common shares at a price of $0.15 per share until February 23, 2023.

• (10) As at the year ended August 31, 2020, Mr. Leishman did not have any outstanding stock options.

Exercise of Compensation Securities by NEOs and Directors

No compensation securities were exercised by the NEOs and directors of the Company, current and former, during the financial year ended August 31, 2020.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION

Compensation, Philosophy and Objectives

The primary goal of our executive compensation program is to attract and retain the key executives necessary for the Company’s long-term success, to encourage executives to further the development of the Company and our operations, to motivate skilled and experienced executives, and to reward management for their contributions to the Company’s achievements on both an annual and long-term basis. The key elements of the executive compensation program are base salary or management fees and incentive stock options, and the Company may, from time to time, make cash bonuses a component of compensation, taking into consideration performance by both the Company and the respective personnel. Though the Company has not, as yet, adopted a formal bonus plan or non-equity incentive plan, all personnel, including executive officers, are eligible to receive bonuses. Our directors are of the view that all elements of the total compensation program should be considered, rather than any single element.

Compensation Process, the Role of the Compensation Committee and Compensation Governance: The Company relies solely on its Board of Directors, through discussion without any formal objectives, criteria or analysis, and based on recommendations made by the Compensation Committee in determining the compensation of its executive officers. The Board of Directors is responsible for determining all forms of compensation, including long-term incentives in the form of incentive stock options that may be granted to directors, officers, employees and consultants, and for reviewing compensation for the Company’s executive officers to ensure such arrangements reflect the responsibilities and risks associated with each position.

When determining the compensation of the Company’s executive officers, the Board of Directors considers: (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 Company’s shareholders; and (iv) rewarding performance, both on an individual basis and with respect to operations in general.

Option-based Awards: Options to purchase common shares of the Company are intended to align the interests of our directors and executive officers with those of our shareholders and to provide a long-term incentive that rewards these individuals for their contribution to the creation of shareholder value. The Company’s stock option incentive plan is administered by the Board of Directors (see “Particulars of Other Matters to be Acted Upon – Ratification of Stock Option Plan”). In establishing the number of the incentive stock options to be granted, the Board of Directors will consider any previous grants of options and the overall number of options that are outstanding relative to the number of outstanding common shares in determining whether to make any new grants of options, and the size and

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terms of any such grants, as well as the level of effort, time, responsibility, ability, experience and level of commitment of the executive officer in determining the level of incentive stock option compensation. Decisions are also made based on the recommendation of the Compensation Committee.

As of the date of hereof, our executive officers do not receive any benefits or perquisites that are not generally available to all of our officers and employees.

Pension Plan Benefits and Deferred Compensation Plans: The Company does not have in place any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Risks Associated with Compensation Practises: Our Board of Directors has not, as yet, specifically considered the implications of any risks to the Company associated with decisions regarding compensation of its executive officers. However, as compensation of executive officers is determined by negotiation of set, monthly amounts between the Board of Directors and the individual, or at the discretion of the Board as relates to any bonus potential or stock option incentive plan awards, and compensation of the Company’s executive officers is not based on quantitative performance criteria, management is of the view that there is no material risk of the Company’s executive officers or directors taking, as a result of compensation process or potential, inappropriate or excessive risks during the performance of their duties that are reasonably likely to have a material adverse effect on the Company or its business and operations.

Hedging by Executive Officers or Directors: The Company has not adopted a policy restricting its executive officers and directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted or awarded as compensation or held, directly or indirectly, by executive officers or directors. As of the date of this Form, entitlement to grants of incentive stock options under the Company’s stock option plan is the only equity security element awarded by the Company to its executive officers and directors.

Termination and Change of Control Benefits: The Company is not a party to any contract, agreement, plan or arrangement with its NEOs that provide for payments to NEOs at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation or retirement, or as a result of a change in control of the Company or a change in a Named Executive Officer’s responsibilities.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information regarding compensation plans under which securities of the Company are authorized for issuance to directors, officers, employees and consultants in effect as of the end of the Company’s most recently completed fiscal year end of August 31, 2020:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options (a)	Weighted-Average Exercise Price of Outstanding Options (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(1) (c)
Equity Compensation Plans Approved By Securityholders – Stock Option Plan	2,375,000	$0.21	198,000

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Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options (a)	Weighted-Average Exercise Price of Outstanding Options (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(1) (c)
Equity Compensation Plans Not Approved By Securityholders – Fixed Restricted Share Unit Plan	N/A	N/A	N/A
Total	2,375,000		198,000

• (1) The Company had 25,730,000 common shares issued and outstanding as at August 31, 2020. The Company currently has in place a "rolling" stock option plan whereby the maximum number of common shares that may be reserved for issuance pursuant to such plan will not exceed 10% of the issued shares of the Company at the time of the stock option grant.

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