Stallion Uranium Corp. — Remuneration Information 2025

Jun 27, 2025

STATEMENT OF EXECUTIVE COMPENSATION

The following compensation information is provided as required under Form 51-102F6V – Statement of Executive Compensation – Venture Issuers as such term is defined in NI 51-102 – Continuous Disclosure Obligations, for Stallion Uranium Corp. (the “Company”) during its financial year ending December 31, 2024.

For the purposes of this Statement of Executive Compensation:

“NEO” or “named executive officer” 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 CEO;

(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 CFO;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer(s) 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, as determined in accordance with subsection 1.3(5), for that financial year;

(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.

During the financial year ended December 31, 2024, based on the definition above, the NEOs of the Company were Matthew Schwab, CEO, Drew Zimmerman, Former CEO; and Dong Shim, CFO.

Director and Named Executive Officer Compensation

The following compensation table, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and directors of the Company for the financial years ended December 31, 2024 and 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 ($)	Total compensation ($)
Matthew Schwab^{(1)}	2024	14,583	Nil	Nil	Nil	Nil	14,583
CEO and Director	2023	N/A	N/A	N/A	N/A	N/A	N/A
Dong Shim	2024	36,000^{(2)}	Nil	Nil	Nil	35,110^{(3)}	71,110
CFO	2023	36,000^{(2)}	N/A	N/A	N/A	26,500^{(3)}	62,500
Drew Zimmerman^{(4)}	2024	270,000^{(5)}	Nil	Nil	Nil	Nil	270,000
Director; Former CEO	2023	175,500^{(5)}	Nil	Nil	Nil	Nil	175,500
Terri Anne Welyki	2024	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Jay Martin	2024	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Terence Wells^{(6)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
Former Director	2023	Nil	Nil	Nil	Nil	Nil	Nil

Notes

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1. Mr. Schwab was appointed a director on March 27, 2024 and CEO on November 29, 2024.
2. Paid to Golden Tree Capital Corp., a company controlled by Mr. Shim, for consulting services.
3. Paid to Shim & Associates LLP, a company controlled by Mr. Shim, for accounting services.
4. Mr. Zimmerman resigned as CEO on November 29, 2024.
5. Paid to Zimco Capital Inc., a company controlled by Mr. Zimmerman, for management fees.
6. Mr. Wells ceased to be a director on March 27, 2024.

Stock Options and Other Compensation Securities

During the financial year ended December 31, 2024, the following NEOs or directors of the Company were issued compensation securities:

Compensation Securities
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	Issue, conversion or exercise price(1)	Closing price of security or underlying security on date of grant(1)	Closing price of security or underlying security at year end(1)	Expiry date
Matthew Schwab
CEO and Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Dong Shim
CFO	Options	10,000	09Jan2024	$1.25	$1.10	$0.15	09Jan2029
Drew Zimmerman
Director; Former CEO	Options	40,000	09Jan2024	$1.25	$1.10	$0.15	09Jan2029
Terri Anne Welyki
Director	Options	20,000	09Jan2024	$1.25	$1.10	$0.15	09Jan2029
Jay Martin
Director	Options	20,000	09Jan2024	$1.25	$1.10	$0.15	09Jan2029
Terence Wells
Former Director	Options	20,000	09Jan2024	$1.25	$1.10	$0.15	09Jan2029

(1) On February 28, 2025, the Company consolidated its shares on a basis of 5:1. The numbers shown are on a post-consolidated basis.

Exercise of Compensation Securities by NEOs and Directors

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

Stock Option Plan and Other Incentive Plans

The Company has adopted a "rolling" stock option plan (the "Plan") pursuant to which the Board may grant options (the "Options") to purchase Common Shares to NEOs, directors and employees of the Company or affiliated corporations and to consultants retained by the Company.

The purpose of the Plan is to attract, retain, and motivate NEOs, directors, employees and other service providers by providing them with the opportunity, through options, to acquire an interest in the Company and benefit from the Company's growth. Under the Plan, the maximum number of Common Shares reserved for issuance, including Options currently outstanding, is equal to 10% of the Common Shares outstanding.

The number of Common Shares which may be the subject of Options on a yearly basis to any one person cannot exceed 5% of the number of issued and outstanding Common Shares at the time of the grant. Options may be granted to any employee, officer, director, consultant, affiliate or subsidiary of the Company exercisable at a price which is

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not less than the discounted market price of Common Shares on the date of the grant. The directors of the Company may, by resolution, determine the time period during which any option may be exercised (the "Exercise Period"), provided that the Exercise Period does not contravene any rule or regulation of such exchange on which the Common Shares may be listed. All Options will terminate on the earliest to occur of (a) the expiry of their term; (b) the date of termination of an optionee's employment, office or position as director, if terminated for just cause; (c) 90 days (or such other period of time as permitted by any rule or regulation of such exchange on which the Common Shares may be listed) following the date of termination of an optionee's position as a director or NEO, if terminated for any reason other than the optionee's disability or death; (d) 30 days following the date of termination of an optionee's position as a consultant engaged in investor relations activities, if terminated for any reason other than the optionee's disability, death, or just cause; and (e) the date of any sale, transfer or assignment of the Option.

Options are non-assignable and are subject to early termination in the event of the death of a participant or in the event a participant ceases to be a NEO, director, employee, consultant, affiliate, or subsidiary of the Company, as the case may be. Subject to the foregoing restrictions, and certain other restrictions set out in the Plan, the Board is authorized to provide for the granting of Options and the exercise and method of exercise of options granted under the Plan.

Employment, Consulting and Management Agreements

Other than as described below, the Company has not entered into any agreement or arrangement under which compensation was provided during the most recently completed financial year ended December 31, 2024 or is payable in respect of services provided to the Company or any of its subsidiaries that were: (a) performed by a director or NEO, or (b) performed by any other party but are services typically provided by a director or a NEO.

Matthew Schwab, CEO & Director

By an agreement dated December 1, 2024, Mr. Schwab provided services as an employee to the Company and, in particular, his services as its CEO, in consideration of $175,000 per annum, payable in bi-monthly installments. For actual amounts paid to Mr. Schwab for the financial year ended December 31, 2024, see "Table of Compensation Excluding Compensation Securities".

The agreement with Mr. Schwab provides for termination as follows:

(a) Resignation: Mr. Schwab may terminate the agreement and the executive's employment by providing thirty (30) days of advance written notice to the Company and the Company shall pay to the executive an amount equal to the base salary, vacation pay and any other accrued unpaid wages fully earned by and payable to the executive up to the date of termination, and to the extent permitted by the Act the executive shall have no entitlement to any further notice of termination, payment in lieu of notice of termination, severance or termination pay, benefits or any damages whatsoever.

(b) Total Disability: The Company may terminate this agreement and the executive's employment as a result of total disability, and the Company shall pay to the executive an amount equal to the base salary, vacation pay and any other accrued unpaid wages earned by and payable to the executive up to the date of termination, and the Company shall provide to the executive only the minimum payment in lieu of notice of termination, severance pay, benefits and other entitlements required by the Act (if any).

(c) Just Cause: "Just Cause" means any circumstance that would permit the Company to terminate the executive's employment without notice of termination, or payment in lieu of notice of termination, severance pay or benefits continuation under the Act, as amended. If the agreement is terminated for Just Cause, then the Company shall pay to the executive an amount equal to the base salary, vacation pay and any other accrued unpaid wages fully earned by and payable to the executive up to the date of termination, and the executive shall have no entitlement to any further notice of termination, payment in lieu of notice of termination, severance or termination pay, benefits or any damages whatsoever, except as may be required by the Act.

(d) Without Just Cause: The Company may terminate the agreement and the executive's employment without Just Cause by providing written notice to the executive specifying the effective date of termination (which may

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be immediate). In such event, the Company shall provide, and the executive shall be entitled to receive the notice, payments, benefits and entitlements set out as follows:

(i) The Company shall pay to the executive an amount equal to the base salary, vacation pay and any other accrued unpaid wages fully earned by and payable to the executive up to the date of termination; and

(ii) The Company shall provide to the executive the greatest of: the minimum notice of termination, or payment in lieu of notice of termination, severance pay, benefits continuation and other minimum entitlements required by the Act; or notice of termination, or base salary and benefits continuation in lieu thereof, equivalent to four (8) weeks (provided however that if any benefit cannot be continued beyond the applicable statutory notice period, due to carrier restrictions, the Company will provide the executive with a sum equal to its portion of the benefit premiums for such benefits).

The agreement with Mr. Schwab provides for the following change of control benefit:

(a) within 12 months after a change of control, then within one pay period following the effective date of the resignation or termination, as the case may be, the Company shall provide the executive, in lieu of notice, a payment equal to the aggregate of (a) 12 months of the executive's base salary, plus (b) the executive's target bonus for the applicable year in which the resignation or termination occurs. In addition, the Company shall continue at its cost, the benefits then in effect for the executive, until the earlier of one year from the effective date of the resignation or termination or the executive obtaining alternate coverage (of which prompt written notice must be given to the Company). In the event the Company is unable to continue any benefit as required above, it shall pay the executive an amount in lieu equal to the cost to the Company of such benefit.

(b) For the purposes of the Agreement, a "Change of Control" means (1) any transaction (other than a financing transaction) in which securities of the Company representing more than 50% of the total combined voting power of the Company are issued by the Company, or sold or transferred by the stockholders of the Company, in either case resulting in those persons and entities who beneficially owned more than 50% of the total combined voting power of the Company immediately prior to such transaction ceasing to beneficially own such voting securities immediately after such transaction; (2) the merger or consolidation of the Company with or into another entity resulting in those persons and entities who beneficially owned securities of the Company representing more than 50% of the total combined voting power of the Company immediately prior to such merger or consolidation ceasing to beneficially own such voting securities of the surviving corporation or resulting entity immediately after such merger of consolidation; or (3) the sale of all or substantially all of the Company's assets unless those persons and entities who beneficially owned securities of the Company representing more than 50% of the total combined voting power of the Company immediately prior to such asset sale beneficially own more than 50% of all outstanding voting securities of the purchasing entity immediately after such asset sale.

The agreement was Mr. Schwab is in good standing.

Dong Shim, CFO

By an agreement dated November 18, 2020, Golden Tree Capital Corp. ("Golden Tree"), a company controlled by Mr. Shim, provides consulting services to the Company and, in particular, his services as its CFO, in consideration of consulting fees payable in equal monthly installments of $3,000. By an agreement dated November 18, 2020, Shim & Associates LLP ("Shim & Associates"), a company controlled by Mr. Shim, provides accounting and bookkeeping services to the Company, in consideration of consulting fees payable in equal monthly installments of $2,000. For actual amounts paid to Mr. Shim for the financial year ended December 31, 2024, see "Table of Compensation Excluding Compensation Securities".

The agreements with each of Golden Tree and Shim & Associates provide for termination:

(a) by Golden Tree or Shim & Associates on 60 days' notice to the Company;

(b) by the Company without prior notice to the consultant for just cause or any breach of the agreement; or

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(c) by the Company at any time at its sole discretion upon 60 days' notice or payment of fees in lieu thereof.

The agreements with Golden Tree and Shim & Associates do not provide for any change of control benefit. The agreements are in good standing.

Drew Zimmerman, Director and Former CEO

By an agreement dated January 15, 2021, as amended February 15, 2023, Zimco Capital Inc. ("Zimco"), a company controlled by Mr. Zimmerman, provided consulting services to the Company and, in particular, his services as its CEO, in consideration of consulting fees payable in equal monthly installments of $15,000. For actual amounts paid to Mr. Zimmerman for the financial year ended December 31, 2024, see "Table of Compensation Excluding Compensation Securities".

The agreement with Zimco provides for termination:

(a) at any time with the mutual written consent of both parties, or
(b) at any time by the Company, without prior notice to Zimco, if at any time there has been a material breach of the terms of the agreement by Zimco or if Zimco is unable to perform the services set out in the agreement, on providing written notice, or
(c) at any time by either party, on providing 90 days written notice or payment in lieu of.

The agreement with Zimco does not provide for any change of control benefit. The agreement was terminated upon Mr. Zimmerman's resignation as CEO on November 29, 2024. In accordance with the termination and mutual release agreement, Zimco received $105,000 in seven equal monthly installments of $15,000.

Oversight and Description of Director and Named Executive Officer Compensation

Elements of the Compensation Program

The responsibilities relating to executive and director compensation, including reviewing and recommending compensation of the Company's officers and employees and overseeing the Company's base compensation structure and equity-based compensation program is performed by the Board as a whole. The Board also assumes responsibility for reviewing and monitoring the long-range compensation strategy for the Company's senior management. The Board generally reviews the compensation of senior management on an annual basis taking into account compensation paid by other issuers of similar size and activity and the performance of officers generally and in light of the Company's goals and objectives.

The compensation for senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including: (a) attracting and retaining talented, qualified and effective executives; (b) motivating the short and long-term performance of executives; and (c) better aligning the interests of executive officers with those of the Company's shareholders. In the Board's view, paying salaries which are competitive in the markets in which the Company operates is a first step to attracting and retaining talented, qualified and effective executives. Competitive salary information on comparable companies is compiled from a variety of sources, including national and international publications.

The Board determines the compensation for the CEO. The compensation of the Company's executives is determined by the Board after the recommendation of the CEO. In each case, the Board takes into consideration the prior experience of the executive, industry standards, competitive salary information on comparable companies of similar size and stage of development, the degree of responsibility and participation of the executive in the day-to-day affairs of the Company, and the Company's available cash resources.

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In the Board’s view, to attract and retain qualified and effective executives, the Company must pay base salaries which are reasonable in relation to the level of service expected while remaining competitive in the markets in which the Company operates.

The Board has assessed the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Board has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

The Company has not adopted a policy restricting its executive officers 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 executive officers or directors. To the knowledge of the Company, none of the executive officers or directors has purchased such financial instruments.

Director Compensation

During the most recently completed financial year, the directors received no cash compensation for acting in their capacity as directors of the Company.

Except for the potential grant to directors of stock options, there were no arrangements under which directors were compensated by the Company during the three most recently completed financial years for their services in their capacity as directors.

Pension Disclosure

The Company does not have a pension plan for any of its Directors or NEOs.