Roxmore Resources Inc. — Remuneration Information 2025

Jun 17, 2025

AXCAP VENTURES INC.

FORM 51-102F6V
STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUER

GENERAL

The following information, dated June 16, 2025, is provided as required under Form 51-102F6V - Statement of Executive Compensation (the “Form”), as such form is defined in National Instrument 51-102 Continuous Disclosure Obligations.

All currency references in this Form section are expressed in Canadian dollars unless otherwise specified. References to “C$” are to Canadian dollars.

For the purposes of this Form:

“Company” means Axcap Ventures Inc.

“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

“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 (“CEO”), 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 (“CFO”), 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 C$150,000 for that financial year; and

(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 or any of its subsidiaries, 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, 2024, based on the definition above, the NEOs of the Company were: Robert Dubeau (President, CEO and director), Kevin Ma, (CFO), Jonathan Yan (former CFO) and Luis Zapata (President and Director).

The Board members who were not also NEOs during the financial year ended December 31, 2024 were: Desmond Balakrishnan, Tyron Breytenbach, Kenneth Cotiamco, Carson Seabolt and Mario Vetro.

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Director and NEO compensation, excluding compensation securities

The following table sets forth all annual and long-term compensation, excluding compensation securities, for services paid to or earned by each of the NEOs and directors of the Company during the two most recently completed financial years ended December 31, 2024 and December 31, 2023.

Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)^{1}	Total compensation ($)
Kenneth Cotiamco^{(2)}	2024	32,000	Nil	Nil	Nil	15,003	47,003
Director and former CEO	2023	Nil	Nil	Nil	Nil	Nil	Nil
Robert Dubeau^{(3)}	2024	52,500	Nil	Nil	Nil	10,002	62,502
President, CEO and Director	2023	7,750	Nil	Nil	Nil	Nil	7,750
Kevin Ma^{(4)}	2024	169,625	Nil	Nil	Nil	38,498	208,123
CFO	2023	Nil	Nil	Nil	Nil	Nil	Nil
Jonathan Yan^{(5)}	2024	12,500	Nil	Nil	Nil	Nil	12,500
Former CFO	2023	24,871	Nil	Nil	Nil	Nil	24,871
Desmond Balakrishnan^{(6)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Tyron Breytenbach^{(7)}	2024	235,000	Nil	Nil	7,600	39,183	281,783
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Carson Seabolt^{(8)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
Former Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Mario Vetro^{(9)}	2024	307,500	Nil	Nil	7,600	39,183	354,283
Director	2023	120,000	Nil	Nil	Nil	Nil	120,000
Luis Zapata^{(10)}	2024	210,000	Nil	Nil	Nil	38,597	248,597
President and Director	2023	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
1) Fair value of incentive stock option grants calculated using Black-Scholes model.
2) Mr. Cotiamco has been a director of the Company since July 23, 2021 and was CEO from August 31, 2021 to August 21, 2023.
3) Mr. Dubeau has been a director and the President of the Company since July 23, 2021 and CEO since August 21, 2023.
4) Mr. Ma was CFO from March 8, 2018 to May 17, 2022 and re-appointed as CFO on May 9, 2024.
5) Mr. Yan was the CFO from March 23, 2023 to May 9, 2024.
6) Mr. Balakrishnan has been a director of the Company since August 31, 2018.
7) Mr. Breytenbach has been a director of the Company since August 9, 2024.
8) Mr. Seabolt was a director from July 23, 2021 to August 9, 2024.
9) Mr. Vetro has been director of the Company since July 23, 2021.
10) Mr. Zapata has been President and a director of the Company since September 25, 2024

Stock Option Plans and Other Compensation Plans

10% Rolling Stock Option Plan (Option-Based Awards)

The Company has a 10% “rolling” stock option plan dated for reference October 29, 2013 (the “Stock Option Plan”). Under the Stock Option Plan the Company may grant to directors, officers, employees and consultants options to purchase common shares in the Company. The aggregate number of shares reserved for issuance under the Stock Option Plan shall not exceed 10% of the total number of issued and outstanding shares at the time of the grant. The Stock Option Plan provides that the exercise price for any option granted shall be determined by the Board, provided that such price shall not be lower than the Fair Market Value

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of the option shares on the date of grant of the option. "Fair Market Value" means, as of any date, the value of the Common Shares, determined as follows:

(i) if the Common Shares are listed on the TSX Venture Exchange, the Fair Market Value shall be the last closing sales price for such shares as quoted on such Exchange for the market trading day immediately prior to the date of grant of the Option, less any discount permitted by the Exchange;

(ii) if the Common Shares are listed on an Exchange other than the TSX Venture Exchange, the fair market value shall be the closing sales price of such shares (or the closing bid, if no sales were reported) as quoted on such Exchange for the market trading day immediately prior to the time of determination less any discount permitted by such Exchange; and

(iii) if the Common Shares are not listed on an exchange, the Fair Market Value shall be determined in good faith by the Board.

Options granted shall be exercisable for a period, to be determined in each instance by the Board, not exceeding ten (10) years from the date of the grant of the option. The options must be exercised in accordance with the Stock Option Plan and the Option Agreement.

There are no stock appreciation rights associated with the stock options granted under the Stock Option Plan and there are no provisions under the Stock Option Plan to transform stock options into stock appreciation rights.

The Board may amend, suspend or terminate the Stock Option Plan or any portion thereof at any time, but an amendment may not be made without shareholder approval and Exchange approval if such approval is necessary to comply with any applicable regulatory requirement.

The Company does not provide financial assistance to participants under the Stock Option Plan. The Company's compensation policies and programs are designed to recognize and reward executive performance consistent with the success of the Company's business.

The granting of options to the Named Executive Officers under the Company's Stock Option Plan provides an appropriate long-term incentive to management to create shareholder value. The number of options the Company grants to each Named Executive Officer reasonably reflects the Named Executive Officer's specific contribution to the Company in the execution of such person's responsibilities. However, the number of options granted does not depend upon nor does it reflect the fulfillment of any specific performance goals or similar conditions. Previous grants of options to Named Executive Officers are taken into consideration by the Board of Directors in developing its recommendations with respect to the granting of new options.

The granting of options to the non-management Directors of the Company under the Company's Stock Option Plan provides an appropriate long-term incentive to these Directors to provide proper independent oversight to the Company with a view to maximizing shareholder value. The number of options the Company grants to each of these Directors reasonably reflects each Director's contributions to the Company in his capacity as a Director and as a member of one or more committees of the Board (if applicable), including without limitation the Audit Committee. Previous grants of options awarded to the independent Directors of the Company are taken into consideration when the Company considers the granting of new options to the independent Directors.

Fixed Restricted Share Unit Plan (Share-based Awards)

The Company has a restricted share unit plan dated effective July 12, 2018 (the "RSU Plan"). The RSU Plan was designed to provide certain directors, officers and other key employees of the Company and its related entities with the opportunity to acquire restricted share units ("RSUs") of the Company in order to enable them to participate in the long-term success of the Company and to promote a greater alignment of their interests with the interests of the Shareholders. The Board (or such other committee the Board may appoint) is responsible for administering the RSU Plan.

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The RSU Plan allows the Company to grant RSUs, under and subject to the terms and conditions of the RSU Plan, which may be exercised to purchase up to a maximum of 5,234,698 Shares.

The following is a summary of the RSU Plan. Capitalized terms used but not defined in this section of the Circular shall have the meanings ascribed thereto in the provisions of the RSU Plan.

Benefits of the RSU Plan

The RSU Plan is designed to be a long term incentive for the directors, officers, consultants and other key employees of the Company. RSUs provide the Company with an additional compensation tool to help retain and attract highly qualified directors, officers, consultants and employees.

The Board may engage such consultants and advisors as it considers appropriate, including compensation or human resources consultants or advisors, to provide advice and assistance in determining the amounts to be paid under the RSU Plan and other amounts and values to be determined hereunder or in respect of the RSU Plan including, without limitation, those related to a particular fair market value.

Nature and Administration of the RSU Plan

All Directors, Officers, Consultants and Employees (as defined in the RSU Plan) of the Company and its related entities ("Eligible Persons") are eligible to participate in the RSU Plan (as "Recipients"), and the Company reserves the right to restrict eligibility or otherwise limit the number of persons eligible for participation as Recipients in the RSU Plan. Eligibility to participate as a Recipient in the RSU Plan does not confer upon any person a right to receive an award of RSUs.

Subject to certain restrictions, the Board or its appointed committee, can, from time to time, award RSUs to Eligible Persons. RSUs will be credited to an account maintained for each Recipient on the books of the Company as of the award date. The number of RSUs to be credited to each Recipient's account shall be determined at the discretion of the Board and pursuant to the terms of the RSU Plan.

Each award of RSUs vests on the date (each a "Vesting Date") that is the later of the Trigger Date (as defined in the RSU Plan) and the date upon which the relevant performance condition or other vesting condition set out in the award has been satisfied, subject to the requirements of the RSU Plan.

RSUs and all other rights, benefits or interests in the RSU Plan are non-transferable and may not be pledged or assigned or encumbered in any way and are not subject to attachment or garnishment, except that if a Recipient dies the legal representatives of the Recipient will be entitled to receive the amount of any payment otherwise payable to the Recipient hereunder in accordance with the provisions thereof.

Credit for Dividends

A Recipient's account will be credited with additional RSUs as of each dividend payment date in respect of which cash dividends are paid on Shares. The number of additional RSUs to be credited to a Recipient's account is computed by multiplying the amount of the dividend per Share by the aggregate number of RSUs that were credited to the Recipient's account as of the record date for payment of the dividend, and dividing that number by the Fair Market Value. Note that the Company is not obligated to pay dividends on Shares.

Resignation, Termination, Leave of Absence or Death

Generally, if a Recipient's employment or service is terminated, or if the Recipient resigns from employment with the Company, then any RSUs credited to him or her under the RSU Plan which have not vested on or before the separation date for the Recipient are forfeited, cancelled and terminated without payment.

In the event a Recipient is terminated without cause, unvested RSUs will immediately vest on the date of termination. If a Recipient's employment or service is terminated (otherwise than without cause), or the Recipient enters Retirement (as defined in the RSU Plan), dies, or suffers Total Disability (as defined in the RSU Plan), all unvested RSUs are automatically cancelled without compensation.

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Control Change

In the event of a Change of Control, all RSUs credited to an account of a Recipient that have not otherwise previously been cancelled pursuant to the terms of the RSU Plan shall vest on the date on which the Change of Control occurs (the “Change of Control Date”). Within thirty (30) days after the Change of Control Date, but in no event later than the Expiry Date, the participant shall receive a cash payment equal in amount to: (a) the number of RSUs that vested on the Change of Control Date; multiplied by (b) the Fair Market Value on the Change of Control Date, net of any withholding taxes and other source deductions required by law to be withheld by the Company.

Adjustments

In the event of any dividend paid in shares, share subdivision, combination or exchange of shares, merger, consolidation, spin-off or other distribution of Company assets to shareholders, or any other change in the capital of the Company affecting Shares, the Board will make adjustments with respect to the number of RSUs outstanding and any proportional adjustments as it, in its discretion, considers appropriate to reflect the change.

Vesting

The Board has discretion to grant RSUs to Eligible Persons as it determines is appropriate, and can impose conditions on vesting as it sees fit in addition to the performance conditions if any. Vesting occurs on the date set by the Board at the time of the grant or if no date is set then December 31 of the third calendar year following the date of the grant (the “Trigger Date”), and the date upon which the relevant Performance Condition or other vesting condition has been satisfied, subject to the limitations of the RSU Plan.

The Board may accelerate the Trigger Date of any RSU at its election.

Limitations under the RSU Plan

Unless Shareholder Approval is obtained, or unless permitted otherwise by the rules of the Exchange:

a. the maximum number of Shares which may be reserved for issuance to Related (as defined in the RSU Plan) (as a group) under the RSU Plan, together with any other Share Compensation Arrangement (as defined in the RSU Plan), may not exceed 10% of the issued Shares;

b. the maximum number of RSUs that may be granted to Related Persons (as a group) under the RSU Plan, together with any other Share Compensation Arrangement, within a 12-month period, may not exceed 10% of the issued Shares calculated on the Grant Date (as defined in the RSU Plan);

c. the maximum number of RSUs that may be granted to any one Eligible Person under the RSU Plan, together with any other Share Compensation Arrangement, within a 12-month period, may not exceed 5% of the issued Shares calculated on the Grant Date;

d. the maximum number of RSUs that may be granted to a Consultant (as defined in the RSU Plan), within a 12-month period, may not result in a number of RSUs exceeding 2% of the number of Shares outstanding at the Grant Date, together with any other Share Compensation Arrangement, without the prior consent of the CSE; and

e. grants of RSUs under the RSU Plan to any one Eligible Person may not exceed 1% of the issued Shares at the Grant Date and may not, in aggregate, exceed 2% of the issued Shares, within a 12-month period.

Outstanding Compensation Securities

The following table provides a summary of all compensation securities granted or issued to NEOs or directors who were not NEOs of the Company during the financial year ended December 31, 2024.

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Name and Position	Type of Compensation Security	Number of compensation securities, number of underlying securities and percentage of class # / % (1)	Date of issue or grant (mm/dd/yyyy)	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
Tyron Breytenbach Director	Options	688,941 (0.36%)	11/12/24	0.21	0.21	0.195	11/12/29
	RSUs	1,201,405 (0.63%)	11/12/24	N/A	0.21	0.195	11/12/29
Ken Cotiamco Director	Options	750,000 (0.39%)	11/12/24	0.21	0.21	0.195	11/12/29
Robert Dubeau CEO and Director	Options	500,000 (0.26%)	11/12/24	0.21	0.21	0.195	11/12/29
Kevin Ma CFO	Options	1,289,644 (0.67%)	11/12/24	0.21	0.21	0.195	11/12/29
	RSUs	600,702 (0.31%)	11/12/24	N/A	0.21	0.195	11/12/29
Mario Vetro Director	Options	688,941 (0.36%)	11/12/24	0.21	0.21	0.195	11/12/29
	RSUs	1,201,405 (0.63%)	11/12/24	N/A	0.21	0.195	11/12/29
Luis Zapata President and Director	Options	1,203,829 (0.63%)	11/12/24	0.21	0.21	0.195	11/12/29
	RSUs	686,517 (0.36%)	11/12/24	N/A	0.21	0.195	11/12/29

Notes:
1) The percentage of class is based on the total number common shares outstanding as at December 31, 2024, being 192,095,698.

Exercise of Compensation Securities by NEOs and Directors

There were no compensation securities exercised by any of the NEOs or directors of the Company during the financial year ended December 31, 2024.

Employment, consulting and management agreements

Management of the Company is performed by the directors and officers of the Company and not by any other person.

There are no plans in place with respect to compensation of the Named Executive Officers in the event of a termination of employment without cause or upon the occurrence of a change of control.

Oversight and Description of Director and NEO Compensation

Given the Company’s size and stage of operations, it has not appointed a compensation committee or formalized any guidelines with respect to compensation at this time. The amounts paid to the Named Executive Officers are determined by the independent Board members. The Board determines the appropriate level of compensation reflecting the need to provide incentive and compensation for the time and effort expended by the executives, while taking into account the financial and other resources of the Company.

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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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