Stans Energy Corp. — Remuneration Information 2021

Feb 5, 2021

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

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table contains information about the compensation paid to, or earned by, the Corporation's Chief Executive Officer, Chief Financial Officer and each of the other three (3) most highly compensated executive officers of the Corporation whose salaries for services in all capacities to the Corporation exceeded $150,000 for each of the last three (3) financial years (the “ NEOs ”). Specific aspects of the compensation of the Named Executive Officers are dealt with in further detail in the subsequent tables.

Rodney Irwin (President and Interim Chief Executive Officer), Boris Aryev (Chief Operating Officer), Olga Stevens (Chief Financial Officer), are the Corporation’s only NEOs for the purposes of the following disclosure. The compensation paid to the NEOs for the fiscal years indicated is as set out below.

The following tables summarize the total compensation received by each of the Corporation’s NEOs for the fiscal years indicated.

Summary Compensation Table

Name and Principal Position	Year	Salary or Fees ($)	Share- Based Awards ($)	Option- Based Awards **($)(1) **	Annual Incentive Plans	Long- Term Incentive Plans	Pension Value ($)	All Other Compen- sation ($)	Total Compen- sation ($)
Rodney Irwin, Chairman of the Board, President and Interim Chief Executive Officer	2019 2018 2017	14,400	Nil	42,384	Nil	Nil	Nil	Nil	56,784
		13,500	Nil	7,346	Nil	Nil	Nil	Nil	20,846
		5,000	Nil	37,899	Nil	Nil	Nil	Nil	42,899
Boris Aryev, Chief Operating Officer	2019 2018 2017	186,000	Nil	42,384	Nil	Nil	Nil	Nil	228,384
		186,000	Nil	7,346	Nil	Nil	Nil	Nil	193,346
		186,000	Nil	37,899	Nil	Nil	Nil	Nil	223,899
Olga Stevens, Chief Financial Officer	2019 2018 2017	110,000	Nil	14,504	Nil	Nil	Nil	Nil	124,504
		84,667	Nil	3,673	Nil	Nil	Nil	Nil	88,340
		70,000	Nil	18,950	Nil	Nil	Nil	Nil	88,950

(1) The fair value of the options was estimated using the Black-Scholes Option pricing model with the following assumptions: expected dividend yield of Nil; risk free interest rate from 1.51 to1.75%; estimated life of 5 years and average expected volatility from 251 to 252.17%.

Long-Term Incentive Plan Awards

Long term incentive plan awards (“LTIP”) means “a plan providing compensation intended to motivate performance over a period greater than one financial year”. LTIP awards do not include option or SAR plans or plans for compensation through shares or units that are subject to restrictions on resale. No LTIP awards were made to the NEOs during the most recently completed financial year.

Pension Plan Benefits

The Corporation provides no pension plan benefits to its NEOs.

Options and Stock Appreciation Rights (SARs)

The Corporation has no outstanding stock appreciation rights. The Corporation has a stock option plan (the “Plan”). Under the Plan, the board of directors is authorized to grant incentive stock options to certain directors, senior officers, employees and consultants of the Corporation entitling them to purchase common shares. The purpose of the Plan is to advance the interests of the Corporation encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

No stock options were exercised during the Corporation’s most recently completed financial year and to the date of this Circular by the Named Executive Officers.

During the last completed financial year of the Corporation (ending December 31, 2019), the Corporation granted – 3,700,000 (2018 - nil) stock options to the Named Executive Officers, and – 4,200,000 (2018 - nil) to directors of the Corporation.

NEOs - Outstanding share-based awards and option-based awards

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)
Rodney Irwin(2)	500,000 1,000,000 1,500,000(2) 300,000(2)	0.07 0.06 0.05 0.05	May 11, 2020 March 6, 2022 March 22,2024 July 15, 2024	Nil	Nil	Nil
Boris Aryev(3)	500,000 1,000,000 1,500,000(3) 300,000(3)	0.07 0.06 0.05 0.05	May 11, 2020 March 6, 2022 March 22,2024 July 15, 2024	Nil	Nil	Nil
Olga Stevens(4)	500,000 300,000(4) 300,000(4)	0.06 0.05 0.05	March 6, 2022 March 22,2024 July 15, 2024	Nil	Nil	Nil

Notes:

(1) The value of unexercised in-the-money stock options has been determined by subtracting the exercise price at which Common Shares may be acquired pursuant to the exercise of the option from the closing price of the Common Shares on the TSX Venture Exchange on December 31, 2019. As at December 31, 2019 the last trading price was $ 0.02 per share. (2) 1,500,000 were granted to Rodney Irwin on March 22, 2019. 750,000 of which had vested and were exercisable as at December 31, 2019. 300,000 were granted on July 15, 2019. 50,000 of which had vested and were exercisable as at December 31, 2019.

(3) 1,500,000 were granted to Boris Aryev on March 22, 2019. 750,000 had vested and were exercisable as at December 31, 2019. 300,000 were granted on July 15, 2019. 50,000 of which had vested and were exercisable as at December 31, 2019.

(4) 300,000 were granted to Olga Stevens on March 22, 2019. 150,000 had vested and were exercisable as at December 31, 2019. 300,000 were granted on July 15, 2019. 50,000 of which had vested and were exercisable as at December 31, 2019.

NEOs - Incentive plan awards – value vested or earned during the year ended Dec 31, 2019

Name	Option-based awards – Value vested during the year ($)(1)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Rodney Irwin	Nil(2)	Nil	Nil
Boris Aryev	Nil(3)	Nil	Nil
Olga Stevens	Nil(4)	Nil	Nil

• (1) Calculated based on the difference between the market value of the Common Shares underlying the options at the end of the most recently completed financial year and the exercise price of the options. The last trading price of the Common Shares on the TSXV as at December 31, 2019 was $0.02 per Common Share (which is the last day a trade in the Common Shares occurred prior to the end of the most recently completed financial year).

(2) 800,000 (exercise price $0.05/share) vested during the year.

(3) 800,000 (exercise price $0.05/share) vested during the year.

(4) 200,000 (exercise price $0.05/share) vested during the year.

Termination of Employment, Change in Responsibilities and Employment Contracts

• (1) The Corporation has an employment agreement dated July 11, 2012, with Mr. Boris Aryev, the Chief Operating Officer of the Corporation, for a 5 year term expiring July 11, 2017, and may be renewed by mutual agreement (the “Aryev Agreement”). The Aryev Agreement provides, inter alia, that Mr. Aryev shall receive a base salary of $155,000 per annum (which was increased to $186,000 per annum from January 2013), reimbursement of all expenses incurred in the execution of his duties, and participation in benefits and stock option plans of the Corporation. Mr. Aryev may also be paid a discretionary bonus (at the discretion of the Board of Directors), cash or otherwise, as additional remuneration for the services provided with the discretionary bonus entitlement to be determined consistent with company policy. If Mr. Aryev’s employment is terminated for Disability or Termination by the Corporation for Just Cause and Termination by Mr. Aryev Without Constructive Dismissal (as defined in the Aryev Agreement) he will be entitled to a prorated severance payment in the amount of four (4) month's pay for each year of the service with service being counted from September 2005 to a maximum of thirty six (36) months pay, plus the sum of $6,000, representing compensation for the loss of benefits. In the event of termination of Mr. Aryev's employment for any reason by the Corporation or by Mr. Aryev in the twelve (12) months following a Change of Control (as defined in the Aryev Agreement), Mr. Aryev is entitled to a severance payment equal to his then current salary for thirty-six (36) months, including bonus plan, plus the sum of $6,000, representing compensation for the loss of benefits. From January 1, 2019 Boris Aryev is working under consulting agreement. As of December 31, 2019, $385,658 is recorded as payroll liability due to Boris Aryev for salary owing for prior periods and $22,703 for compensation due to consulting agreement.

• (2) The Corporation has no employment agreements with Mr. Rodney Irwin, the President and interim Chief Executive Officer. As of December 31, 2019, $3,390 is recorded as a liability due to interim CEO.

• (3) The Corporation had no employment agreements with Olga Stevens, Chief Financial Officer. The consulting agreement with the Chief Financial Officer provides for payment based on the amount of $110,000 per year and may be terminated on fourteen days’ notice. As of December 31, 2019, $28,803 is recorded as a liability due to CFO for compensation owing for prior periods.

Termination after the Change of Control Benefit

If a severance payment triggering event had occurred after a Change of Control and on or before of the date of this Circular, the severance payment that would be payable to the Named Executive Officer would be approximately as follows as at December 31, 2019.

Name	Termination by the Corporation after a “change of control” of the Corporation ($)
Boris Aryev	564,000

Compensation discussion and analysis

The compensation of the NEOs of the Corporation consists of a salary portion, discretionary bonus and an incentive stock option component. The Corporation’s compensation decisions are based on (a) value of the particular services that the individual NEO contributes to advancing objectives of the corporation and (b) what the corporation can reasonably afford to pay, given its higher priority operating commitments to ensure its ability to continue as a going concern. The value of the particular services are determined in the context of the prevailing market rates (e.g. the Board of Directors reviews compensation of the NEO’s within a selected sample of junior mining companies of a similar size and characteristics to the Corporation), whereas any particular constraints on the amounts that the Corporation can reasonably afford to pay are determined in the context of the operating budget of the Corporation. The specific salary compensation rates are set by the Board and are periodically reviewed, as deemed appropriate. The Corporation is therefore relying on its stock option plan and bonus component to provide sufficient incentive to its NEOs to provide their services to the Corporation and bring the compensation level in line with the actual value of the services.

Compensation Committee

The role of the Compensation Committee is to review and provide recommendations to the Board in respect of compensation matters. It met numerous times during the year ended December 31, 2019, principally as an adjunct to board meetings, but also privately, to discuss specific compensation to the NEOs who are also directors. Individual committee members also met privately with management to review the Corporation’s approach to executive compensation.

The Compensation Committee’s reviews are conducted no less frequently than annually, and include a competitive market analysis of compensation paid for executive officers of companies of similar business, size and stage of development. The Committee then recommends an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Corporation. In making recommendations as to incentives, including discretionary bonuses, the Compensation Committee considers both individual and corporate performance.

During each annual review and assessment by the Compensation Committee of the Corporation's executive compensation program, the Compensation Committee also explicitly and implicitly takes into consideration any risks associated with such program. At the present time, the Compensation Committee has not identified any risks associated with the Corporation's compensation policies and practices that are reasonably likely to have a material adverse effect on the Corporation. In the assessment of senior management and the Board, the risks and uncertainties facing the Corporation that are likely to have a material adverse effect on the Corporation are disclosed quarterly in the Corporation's management discussion and analysis of the Corporation's financial condition and results of operations for the most recently completed quarter. No such risks relate to the Corporation's compensation policies and practices.

The Compensation Committee will continue to review with management the approach to executive compensation and, if it becomes appropriate, will consider alternative or supplemental compensation arrangements.

Compensation Plan and Policies

The Corporation's compensation policies are designed to recognize and reward individual performance as well as to provide a competitive level of compensation. The Corporation's current compensation plan consists of the following elements:

• base salaries;

• annual incentive bonuses;

• option-based awards; and

• benefits and perquisites.

A description of each element and its purpose is described below.

Base Salaries

The purpose of the base salary is to attract and retain executives by providing a competitive base compensation. The level of base salary for each NEO is determined by the level of responsibility and the importance of the position to the Corporation, within competitive industry ranges. The Compensation Committee makes recommendations to the Board regarding base salaries of the NEOs. Adjustment has been made from time to time to reflect budgetary constraints on the Corporation.

Annual Incentive Bonuses

Annual incentive bonuses are a short-term variable compensation element, designed to reward NEOs on an annual basis for achieving the Corporation's business objectives. The Corporation's business objectives are generally established by the Board at the start of each year, and may be reviewed during the year. Determination of the amount of bonus awarded to each NEO is based on an assessment by the Compensation Committee of several factors including contribution of the individual to overall progress of the Corporation in achieving its stated business objectives. The purpose of the annual incentive bonus is to pay for performance, align the NEO's economic interest with the Corporation's business objectives and to motivate and retain the executives. The Board has the discretion to alter the conditions of any bonus, if warranted. Discretionary bonuses may be paid to other employees at the discretion of the Board.

Option-Based Awards

Option-based awards are designed to align executive and Shareholder interests, focus executives on long term value creation and also to support the retention of key executives. NEOs may be issued stock options to purchase Common Shares or other option-based awards as recommended by the Compensation Committee and authorized by the Board. NEOs are excluded from the decision-making process regarding option-based compensation to be awarded to them. Previous grants of option-based awards are taken into account when considering new grants to the NEOs. Further information concerning option grants to NEOs and directors, and regarding the terms of the Option Plan of the Corporation are set out in this Circular.

Benefits and Perquisites

NEOs also participate in the Corporation's benefit plans that are available to all employees. The level of other perquisites depends on the employee's position. The purpose of the benefits and perquisites is to attract, retain and motivate the employees.

Compensation of Directors

The following table contains information about the compensation awarded to, earned by, paid to or payable to, directors in their capacity as directors of the Corporation, in their capacity as members of a committee of the board of directors of the Corporation, or as consultants or experts, during the Corporation’s most recently completed financial year (2019).

Name	Fees Earned ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
				Annual Incentive Plans	Long- term Incentive Plans
Albert Grenke(1) (2)	9,000	Nil	26,684(1)	Nil		Nil	Nil	35,684
Gordon Baker(1) (2)	9,000	Nil	30,767(1)	Nil		Nil	Nil	39,767
Doug Underhill(1) (2)	9,000	Nil	30,767(1)	Nil		Nil	Nil	39,767
Vadim Veshchezerov(3)	Nil	Nil	Nil(2)	Nil		Nil	Nil	-

• (1) On March 22, 2019 the Company granted 5,900,000 stock options to directors and officers with the vesting period of 18 months (vesting quarterly in equal proportions). Each option entitles the holder to purchase one common share at $0.05 per share at any time on or before March 22, 2024. The fair value of these stock options of $195,054 was estimated at the grant date based on the Black-Scholes pricing model. Gordon Baker and Doug Underhill and were granted 1,000,000 stock options and Albert Grenke were granted 500,000 stock options.

• (2) On July 15, 2019 the Company granted 2,300,000 stock options to directors and officers with the vesting period of 12 months (vesting quarterly in equal proportions). Each option entitles the holder to purchase one common share at $0.05 per share at any time on or before July 15, 2024. The fair value of these stock options of $141,448 was estimated at the grant date based on the Black-Scholes pricing model. Gordon Baker and Doug Underhill and were granted 300,000 stock options and Albert Grenke were granted 600,000 stock options.

• (3) Vadim Veshchezerov resigned on January 22, 2019.

The compensation of Directors is determined by the full Board with recommendation by the Compensation Committee. The payment of Directors’ fees to the independent Directors recognizes their contributions to the Corporation in their capacities as independent Directors and members of one or more committees of the Board (if applicable), including without limitation the Compensation Committee and Audit Committee. Independent Directors are entitled to receive $1,000 for each meeting attended.

Directors - Outstanding share-based awards and option-based awards (as at Dec 31, 2019)

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)
Gordon Baker(2)	500,000 1,000,000 1,000,000(2) 300,000(2)	0.07 0.06 0.05 0.05	May 11, 2020 March 6, 2022 March 22, 2024 July 15, 2024	Nil	Nil	Nil
Albert Grenke(3)	200,000 1,000,000 500,000(3) 600,000(3)	0.07 0.06 0.05 0.05	May 11, 2020 March 6, 2022 March 22, 2024 July 15, 2024	Nil	Nil	Nil
Doug Underhill(2)	500,000 1,000,000 1,000,000(2) 300,000(2)	0.07 0.06 0.05 0.05	May 11, 2020 March 6, 2022 March 22, 2024 July 15, 2024	Nil	Nil	Nil

Notes:

• (1) The value of unexercised in-the-money stock options has been determined by subtracting the exercise price at which Common Shares may be acquired pursuant to the exercise of the option from the closing price of the Common Shares on the TSX Venture Exchange on December 31, 2019. As at December 31, 2019 the last trading price was $ 0.02 per share.

• (2) 1,000,000 were granted on March 22, 2019. These options vest over 18 months. 500,000 had vested and were exercisable as at December 31, 2019. 300,000 were granted on July 15, 2019. 50,000 of which had vested and were exercisable as at December 31, 2019.

• (3) 500,000 were granted on March 22, 2019. 250,000 of which had vested and were exercisable as at December 31, 2019. 600,000 were granted on July 15, 2019. 100,000 of which had vested and were exercisable as at December 31, 2019.

Directors - Incentive plan awards – value vested or earned during the year ended Dec 31, 2019

Name	Option-based awards – Value vested during the year ($)(1)	Option-based awards – Value vested during the year ($)(1)	Share-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Gordon Baker(2)	Nil		Nil		Nil
Albert Grenke(3)	Nil		Nil		Nil
Doug Underhill(2)	Nil		Nil		Nil
(1) Calculated based on the difference between the market value of the Common Shares underlying the options at the end of the most recently completed financial year and the exercise price of the options. The last trading price of the Common Shares on the TSXV as at December 31, 2019 was $0.02 per Common Share (which is the last day a trade in the Common Shares occurred prior to the end of the most recently completed financial year). (2) 550,000 (exercise price $0.05/share) vested during the year. (3) 350,000 (exercise price $0.05/share) vested during the year. Securities Authorized For Issuance Under Equity Compensation Plans The only equity compensation plan which the Corporation has is the Plan described above. The Equity Compensation Plan Information of the Corporation is set forth in the following table (as at December 31, 2019):
		Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Plan Category		(a)		(b)	(c)
Equity compensation plans approved by security holders		18,500,000		0.06	230,858
Equity compensation plans not approved by security holders		Nil		-	Nil
Totals		18,500,000		0.06	230,858

The only equity compensation plan which the Corporation has is the Plan described above. The Equity Compensation Plan Information of the Corporation is set forth in the following table (as at December 31, 2019):

A summary of the Stock Option Plan of the Corporation previously approved by security holders, and for which approval will be sought again at the Meeting is set out in this Circular. This is the only equity compensation plan which has been approved by security holders.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Corporation, the proposed nominees for election to the board of directors of the Corporation, or their respective associates or affiliates, are or have been indebted to the Corporation since the beginning of the last completed financial year of the Corporation.

RELATED PARTY TRANSACTIONS

During the year ended December 31, 2019, the Company expensed $124,400 (2018 - $98,167) in consulting fees to a director and officers of the Company. These transactions are in the normal course of operations and are measured at the exchange amount (the amount of consideration established and agreed to by the related party).

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the persons who were directors or executive officers of the Corporation of the Corporation at any time during the Corporation’s last financial year, the proposed nominees for election to the board of directors of the Corporation, any person or Corporation who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding common shares of the Corporation, nor any associate or affiliate of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation save and except as listed below.

MANAGEMENT CONTRACTS

No management functions of the Corporation are to any substantial degree performed by a person or Corporation other than the directors or executive officers of the Corporation.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Corporation's common shares are listed to trade on the NEX board of the TSX-V, a member of the TSX Group Inc. and Canada's foremost public venture marketplace. Accordingly, the Board of Directors of the Corporation has carefully considered the Corporate Governance Guidelines (the " Guidelines ") adopted by the Toronto Stock Exchange (the " TSX "), as well as those proposed by the TSX but not yet in force, and has deemed it to be in the best interests of shareholders to promote best corporate governance practices. Although there is no requirement for the Corporation to comply with the Guidelines, the Corporation considers the Guidelines to be an important guide for providing effective corporate governance and intends to continue its efforts to implement many of the Guidelines over the current fiscal period.