Silver Sands Resources Corp. — Remuneration Information 2026

Feb 14, 2026

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ZOOMAWAY TECHNOLOGIES INC.

STATEMENT OF EXECUTIVE COMPENSATION

(For the fiscal year ended December 31, 2020)

ZoomAway Technologies Inc. (the "Corporation") is a "venture issuer" as defined under National Instrument 51- 102 – Continuous Disclosure Obligations and is disclosing its director and executive compensation in accordance with Form 51-102F6V – Statement of Executive Compensation - Venture Issuers.

Compensation Discussion and Analysis

Interpretation

For the purposes of this Statement of Executive Compensation:

"CEO" means an individual who acted as Chief Executive Officer of the Corporation, 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 Corporation, 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:

• (a) a CEO;
• (b) a CFO;
• (c) each of the 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 whose total compensation was, individually, more than \$150,000 for that financial year; 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 Corporation, nor acting in a similar capacity, at the end of that financial year.

For the fiscal year ended December 31, 2020, the Corporation had two NEOs, namely: (i) Sean Schaffer, the Corporation's President and CEO; and (ii) Steve Rosenthal, the Corporation's CFO.

The following is a description of the Corporation's executive compensation philosophy, objectives and process for the fiscal year ended December 31, 2020.

Effective April 16, 2021, the Corporation consolidated its common shares on the basis one post-consolidated common share for every nine pre-consolidated common share. All references to number of common shares and per share amounts in this Statement of Executive Compensation have been retroactively adjusted to reflect the consolidation.

Compensation Philosophy, Objectives and Process

The purpose of the Corporation's compensation strategy is to reward executive officers and directors of the

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Corporation for meeting the Corporation's principal objectives. During the fiscal year ended December 31, 2020, the Corporation did not have a compensation committee. The Board of Directors carried out the responsibilities relating to executive and director compensation, including reviewing and recommending director and officer compensation, overseeing the Corporation's compensation structure and evaluating the performance of executive officers. The Corporation does not have any set milestones or performance criteria upon which to set compensation levels. There are no performance goals that the Named Executive Officers must achieve in order to maintain their respective positions within the Corporation, but the Named Executive Officers are expected to carry out their duties in an effective and efficient manner and to advance the interests of the Corporation. On June 30, 2021, the Board of Directors established a compensation committee that will be responsible for reviewing and making recommendations to the Board of Directors regarding executive compensation, approving goals and objectives related to executive compensation and overseeing the Corporation's securities-based compensation plans. The members of the compensation committee are Mason Shan (chairperson), Alex Kanayev and Josh Almario. Messrs Shan and Almario are independent members of the committee.

The Board of Directors has not considered the implications of the risks associated with the Corporation's compensation program.

During the fiscal years ended December 31, 2020 and December 31, 2019, the Corporation did not retain the services of executive compensation consultants to assist the Board of Directors in determining compensation for any of the Corporation's Named Executive Officers or directors.

The Corporation has not adopted a policy restricting its NEOs or directors from purchasing financial instruments that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by its NEOs or directors. To the knowledge of the Corporation, none of the NEOs or directors has purchased such financial instruments.

Share-Based and Option-Based Incentives

The Corporation believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Corporation's Share Option Plan and Share Incentive Plan (as defined below).

Share options are granted to executives and employees taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. The amounts and terms of options granted are determined by the Board of Directors.

The Corporation's share option plan (the "Share Option Plan") was first approved by the Corporation's shareholders on June 29, 2012. The Share Option Plan is a rolling plan. Under the Share Option Plan, options totaling a maximum of 10% of the number of Shares issued and outstanding from time to time are available for grant. As at the date hereof, there were 17,040,032 common shares issued and outstanding. Accordingly, under the Share Option Plan the Corporation has the authority to grant options to purchase up to a total of 1,704,003 common shares. At the date hereof, options to purchase an aggregate of 428,333 common shares are outstanding under the Stock Option Plan, representing approximately 2.51% of the Corporation's issued and outstanding common shares.

The Share Option Plan is subject to the following restrictions:

(a) The Corporation must not grant an option to a director, employee, consultant, or consultant company (the "Service Provider") in any 12 month period that exceeds 5% of the outstanding shares, unless the Corporation has obtained by a majority of the votes cast by the shareholders of the Corporation eligible to vote at a shareholders' meeting, excluding votes attaching to shares beneficially owned by Insiders and their Associates ("Disinterested Shareholder Approval");

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• (b) The aggregate number of options granted to a Service Provider conducting Investor Relations Activities in any 12 month period must not exceed 2% of the outstanding shares calculated at the date of the grant, without the prior consent of the TSXV;
• (c) The Corporation must not grant an option to a Consultant in any 12 month period that exceeds 2% of the outstanding shares calculated at the date of the grant of the option;
• (d) The number of optioned shares issued to insiders in any 12 month period must not exceed 10% of the outstanding shares (in the event that the New Plan is amended to reserve for issuance more than 10% of the outstanding shares) unless the Corporation has obtained Disinterested Shareholder Approval to do so; and
• (e) The exercise price of an option previously granted to an insider must not be reduced, unless the Corporation has obtained Disinterested Shareholder Approval to do so.

The following is a summary of the other material terms of the Share Option Plan:

• (a) Persons who are a director, employee, consultant, or consultant company to the Corporation or its affiliates, or who are providing new services to the Corporation or its affiliates, are eligible to receive grants of options under the Share Option Plan;
• (b) Options granted under the Share Option Plan are non-assignable and non-transferable and are issuable for a period of up to 10 years;
• (c) For options granted to a director, employee, consultant, or consultant company, the Corporation must ensure that the proposed optionee is a bona fide director, employee, consultant, or consultant company;
• (d) Options expire within one year (or such other time not to exceed one year, as shall be determined by the Board of Directors as at the date of grant or agreed to by the Board of Directors and the optionee at any time prior to the expiry of the option), after the date the optionee ceases to be employed by or provides services to the Corporation, but only to the extent that such option was vested at the date the optionee ceased to be so employed by or to provide services to the Corporation;
• (e) If an optionee dies, any vested option held by him or her at the date of death will become exercisable by the optionee's lawful representatives, heirs or executors until the earlier of one year after the date of death of such optionee and the date of expiration of the term otherwise applicable to such option;
• (f) In the case of an optionee being dismissed from employment or service for cause, such optionee's option, whether or not vested at the date of dismissal, will immediately terminated without right to exercise same;
• (g) The exercise price of each option will be set by the Board of Directors on the effective date of the option and will not be less than the Discounted Market Price, as defined in the Share Option Plan and the policies of the TSX Venture Exchange (the "TSXV");
• (h) Vesting of options shall be at the discretion of the Board of Directors, and will generally be subject to (i) the director, employee, consultant, or consultant company remaining employed by or continuing to provide services to the Corporation or its affiliates, as well as, at the discretion of the Board of Directors, achieving certain milestones which may be defined by the Board of Directors from time to time or receiving a satisfactory performance review by the Corporation or its affiliates during the

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• vesting period; or (ii) a director of the Corporation or its affiliates remaining as a director of the Corporation or its affiliates during the vesting period; and
• (i) The Board of Directors reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the Share Option Plan with respect to all Share Option Plan shares in respect of options which have not yet been granted under the Share Option Plan.

The Board of Directors has determined that, in order to reasonably protect the rights of participants, as a matter of administration, it is necessary to clarify when amendments to the Share Option Plan may be made by the Board of Directors without further shareholder approval. Accordingly, the Share Option Plan also provides that the Board of Directors may, without shareholder approval:

• (a) Amend the Share Option Plan;
• (b) Change the vesting provisions of an option granted under the Share Option Plan, subject to prior written approval of the TSXV, if applicable;
• (c) Change the termination provision of an option granted under the Share Option Plan if it does not entail an extension beyond the original expiry date of such option;
• (d) Make such amendments to the Share Option Plan as are necessary or desirable to reflect changes to securities laws applicable to the Corporation;
• (e) Make such amendments as may otherwise be permitted by the policies of the TSXV;
• (f) If the Corporation becomes listed or quoted on a stock exchange or stock market senior to the TSXV, make such amendments as may be required by the policies of such senior stock exchange or stock market; and
• (g) Amend the Share Option Plan to reduce the benefits that may be granted to participants.

The Corporation also had a share incentive plan (the "Share Incentive Plan") that was approved in connection with the September 30, 2016 transaction of the Plan of Exchange with Multivision Communications Corp and ZoomAway, Inc. Pursuant to the Share Incentive Plan, the Corporation had allocated Incentive Shares to directors, senior officers, employees and consultants of the Corporation, subject to the Corporation meeting the following revenue and operating income targets:

Annual Consolidated Gross Billing Targets:

• (i) 12.5% of the Incentive Shares will be issuable upon the annual consolidated gross billing of the Resulting Issuer exceeding US\$5,000,000 in a financial year; and
• (ii) thereafter, 0.25% of the Incentive Shares will be issuable for each US\$100,000 by which the annual consolidated gross billing of the Resulting Issuer exceeds US\$5,000,000 in a financial year until the Resulting Issuer reaches consolidated gross billing of US\$20,000,000.

Operating Income:

(i) 12.5% of the Incentive Shares will be issuable upon the annual consolidated operating income of the Resulting Issuer exceeding US\$500,000 in a financial year;

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• (iii) thereafter, 0.25% of the Incentive Shares will be issuable for each US\$10,000 by which the annual consolidated operating income of the Resulting Issuer exceeds US\$500,000 in a financial year until the Resulting Issuer reaches annual consolidated operating income of US\$1,000,000 in a financial year; and
• (iv) thereafter, 0.25% of the Incentive Shares will be issuable for each US\$20,000 by which the annual consolidated operating income of the Resulting Issuer exceeds US\$1,000,000 in a financial year until the Resulting Issuer reaches annual consolidated operating income of US\$3,000,000.

The number of Incentive Shares issuable was to be calculated annually on the basis of the company's financial year, commencing with the financial year ending December 31, 2017 and ending the year ending December 31, 2020. The calculations were to be made by the board of directors of the company using IFRS based on the audited annual consolidated financial statements of the company. Any Incentive Shares that had already been issued upon meeting the applicable annual consolidated gross billing or operating income targets were not available to be earned in subsequent years for those same targets.

The Share Incentive Plan also provided that, in the event the Corporation enters into an agreement for a corporate transaction which receives all requisite Board and Shareholder approvals, any Incentive Shares which had not yet vested would be accelerated and issued by the Corporation prior to the completion of any such corporate transaction. For the purposes of the Share Incentive Plan, a "corporate transaction" means any of the any of the following transactions: (i) a proposed merger, amalgamation, arrangement or reorganization of the Corporation with one or more corporations as a result of which, immediately following such event, the Shareholders of the Corporation as a group, as they were immediately prior to such event, are expected to hold less than a majority of the outstanding capital stock of the surviving corporation; (ii) the proposed dissolution, liquidation or wind-up of the Corporation; (iii) the proposed acquisition of all or substantially all of the issued and outstanding shares of the Corporation; or (iv) the proposed sale or other disposition of all or substantially all of the assets of the Corporation.

On October 19, 2020, the Corporation's Board of Directors determined that the Share Incentive Plan would not be extended beyond December 31, 2020 and determined that circumstances under which the Corporation has existed since early 2017 justified certain amendments to the Share Incentive Plan, which the Board of Directors was empowered to do in accordance with the terms of the Share Incentive Plan.

The Share Incentive Plan was amended to alter the vesting and issuing provisions of the plan such that vesting of any entitlements issued pursuant to the Share Incentive Plan in its last year would be immediate for all grants made in 2020 to directors, officers, employees or consultants (each a "Service Provider") of the Corporation who have provided services for not less than six months. For any Service Provider with less than six months service to the Corporation prior to the date of grant of the entitlements, such entitlements shall vest on the date that is six months following the date the Service Provider commenced providing services to the Corporation. The Board of Directors also amended the entitlements that had been granted back in 2016 to be fully-vested entitlements.

GroupBenefits/Perquisites

The officers of the Corporation do not benefit from any life, medical, long-term disability or other insurance. None of the officers benefits from a retirement plan.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table provides information for the fiscal years ended December 31, 2020 and December 31, 2019 regarding compensation paid to or earned by the NEOs and directors, excluding compensation securities:

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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 (\$)	Value of all other compensation (\$)	Total compensation (\$)
Sean Schaeffer	2020	94,000(1)	_	_	_	_	94,000(1)
Director and CEO	2019	94,000(1)	-	_		_	94,000(1)
Steve Rosenthal	2020	72,000(1)	_	_	_	_	72,000(1)
Director and CFO	2018	72,000(1)	_			_	72,000(1)
Christa Jones	2020	_	_	_		_	_
Director (2)	2019	_	_	_	_
Mark Riden	2020	_	_	_	_
Director (2)	2019	_	_	_	_	_
Josh Almario	2020		_	_
Director (3)	2019	N/A	N/A	N/A	N/A	N/A	N/A
Jay Bala	2020	_	_	_	_	_	_
Director (3)	2019	N/A	N/A	N/A	N/A	N/A	N/A
Alex Kanayev	2020	_	_	_	_	_	_
Director (3)	2019	N/A	N/A	N/A	N/A	N/A	N/A
Mason Shan	2020	_	_	_	_	_
Director (3)	2019	N/A	N/A	N/A	N/A	N/A	N/A

Notes:

• (2) Ceased to be a director of the Corporation as of December 16, 2020.
  (3) Elected as a director of the Corporation as of December 16, 2020.

Stock Options and Other Compensation Securities

The following table sets out the details of all compensation securities granted or issued to the Named Executive Officers and directors during the year ended December 31, 2020, the Corporation's most recently-completed financial year:

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities and number of underlying securities	Date of issue or grant	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
Sean Schaeffer Director and CEO	Incentive Shares	444,444	October 1, 2016 (1)	0.18(2)	0.18	0.405	December 31, 2020
Steve Rosenthal Director and CFO	Incentive Shares	444,444	October 1, 2016 (1)	0.18(2)	0.18	0.405	December 31, 2020
Christa Jones Director (2)	Incentive Shares	111,111	October 19, 2020	0.18(2)	0.18	0.405	December 31, 2020
Mark Riden	Incentive Shares	111,111	October 19, 2020	0.18(2)	0.18	0.405	December 31, 2020

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Director (2)
Josh Almario Director (3)	_	_			_
Jay Bala Director (3)	_				_
Alex Kanayev Director (3)	_				_
Mason Shan Director (3)	_	_			_

Notes:

• (1) These entitlements were initially granted on October 1, 2016; however, on October 19, 2020, the entitlements were amended to be fully-vested.
• (2) Deemed value of each entitlement.
• (3) Ceased to be a director of the Corporation as of December 16, 2020.
• (4) Elected as a director of the Corporation as of December 16, 2020.

The following table sets out, for each Named Executive Officer and director, the exercise of compensation securities during the fiscal year ended December 31, 2020:

Exercise of Compensation Securities by Directors and NEOs
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 (\$)	Difference between exercise price and closing price on date of exercise (\$)	Total value on exercise date (\$)
Sean Schaeffer Director and CEO	Incentive Shares	444,444	N/A	December 31, 2020	0.405	N/A	180,000
Steve Rosenthal Director and CFO	Incentive Shares	444,444	N/A	December 31, 2020	0.405	N/A	180,000
Christa Jones Director (2)	Incentive Shares	111,111	N/A	December 31, 2020	0.405	N/A	45,000
Mark Riden Director (2)	Incentive Shares	111,111	N/A	December 31, 2020	0.405	N/A	45,000
Josh Almario Director (3)	_	_	_	_	_	_	_
Jay Bala Director (3)	_	_	_	_	_	_	_
Alex Kanayev Director (3)	_	_	_	_	_	_	_
Mason Shan Director (3)	_	_	_	_	_	_	_

Notes:

• (1) Ceased to be a director of the Corporation as of December 16, 2020.
• (2) Elected as a director of the Corporation as of December 16, 2020.

Employment, Consulting and Management Contracts

Management functions of the Corporation are not, to any substantial degree, performed other than by the directors

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or the Named Executive Officers of the Corporation.

There are no current written employment, consulting or management contracts between the Corporation and its Named Executive Officers or directors.

The Corporation has no plan or arrangement whereby any NEO may be compensated in the event of the NEO's resignation, retirement or other termination of employment, or in the event of a change of control of the Corporation or a change in the NEO's responsibilities following such a change of control.

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of directors and of the Corporation is reviewed annually and determined by the Board of Directors. During the fiscal year ended December 31, 2020, the Corporation did not have a compensation committee. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. On June 30, 2021, the Board of Directors established a compensation committee to assist the Board of Directors with its review and determination of executive compensation for the current and subsequent years.

The Corporation had no arrangements, standard or otherwise, pursuant to which directors were compensated by the Corporation for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as a consultant or expert during the financial year ended December 31, 2020, or subsequently, up to and including the date hereof with the exception of stock-based compensation as detailed in this Circular.

In the Board of Director's view, there is, and has been, no need for the Corporation to design or implement a formal compensation program for directors.

Compensation of NEOs is reviewed annually and determined by the Board. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. In the Board's view, there is, and has been, no need for the Corporation to design or implement a formal compensation program for NEOs.

Pension Disclosure

The Corporation does not have any pension, defined benefit, defined contribution or deferred compensation plans currently in place or proposed at this time.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out certain details as at December 31, 2020, the end of the Corporation's last fiscal year, with respect to compensation plans pursuant to which equity securities of the Corporation are authorized for issuance:

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Plan Category	Number of Shares to be Issued upon Exercise of Outstanding Options, Rights and Warrants (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Shares Remaining for further Issuance under the Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plans Previously Approved by Shareholders (Share Option Plan)	443,555	\$0.91	530,263
Equity Compensation Plans Previously Approved by Shareholders (Share Incentive Plan(1))	—	N/A	—
Equity Compensation Plans not Previously Approved by Shareholders	N/A	N/A	N/A

Note:

⁽¹⁾ The Share Incentive Plan expired December 31, 2020.