Stinger Resources Inc.

SHARE OPTION PLAN

(Dated for reference: December 1, 2020)

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

STINGER RESOURCES INC.

SHARE OPTION PLAN

(the “Plan”)

Dated for reference: December 1, 2020

ARTICLE 1

PURPOSE AND INTERPRETATION

Statement of Purpose

1.1 The principal purposes of this Plan are to:
(a) advance the interests of Stinger Resources Inc. (the “ Company ”) by encouraging equity participation in the Company by Service Providers (defined below) through the acquisition of Shares (defined below);
(b) retain and attract the qualified Service Providers the Company and its Affiliates require; and
(c) provide a long-term incentive element in overall compensation paid by the Company to Service Providers.
1.2 It is the intention of the Company that this Plan will at all times be in compliance with the TSX-V Policies (defined below) during such time as the Company’s common shares are listed on the TSX-V, and any inconsistencies between this Plan and the TSX-V Policies, whether due to inadvertence or changes in TSX-V Policies, will be resolved in favour of the TSX-V Policies. In the event that the Company’s common shares cease to be listed on the TSX-V and are listed on another stock exchange, then it is the intention of the Company that this Plan will at all times be in compliance with the rules and policies of such other stock exchange.

Definitions

1.3 In this Plan, the following terms have the following meanings:
(a) “ Affiliate ” means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company.
(b) “ Associate ” has the meaning assigned by the Securities Act.
(c) “ Blackout Period ” means a period of time during which the Company prohibits Optionees from exercising their Options, which Blackout Period must be formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information.
(d) “ Board ” means the board of Directors of the Company or any committee thereof duly empowered or authorized to grant options under this Plan.
(e)
“ Broker ” has the meaning ascribed to it in section 5.5.
(f) “ Change of Control ” includes situations where, after giving effect to the contemplated transaction, as a result of such transaction:

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

(i) any one person holds a sufficient number of voting shares of the Company or resulting company to affect materially the control of the Company or its successor; or
(ii) any combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of voting shares of the Company or its successor to affect materially the control of the Company or its successor,

where such person or combination of persons did not previously hold a sufficient number of voting shares to affect materially control of the Company or its successor. In the absence of evidence to the contrary, any person or combination of persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the voting shares of the Company or its successor, is deemed to materially affect the control of the Company or its successor.

(g) “ company ” means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.
(h) “ Company ” means Stinger Resources Inc. and includes, unless the context otherwise requires, all of its subsidiaries or Affiliates and successors according to law.
(i) “ Consultant ” means an individual or Consultant Company, other than an Employee, Officer or Director that:
(i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, managerial or other services to the Company, other than services provided in relation to a Distribution;
(ii) provides the services under a written contract between the Company and the individual/Consultant Company, as the case may be;
(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company; and
(iv) has a relationship with the Company that enables the individual/Consultant Company to be knowledgeable about the business and affairs of the Company.
(j)
“ Consultant Company ” means a Consultant that is a company.
(k) “ Directors ” means the directors of the Company as may be elected or duly appointed from time to time and “ Director ” means any one of them.
(l) “ Discounted Market Price ” has the meaning assigned to it in Policy 1.1 - Interpretation of the TSX-V Policies; except that, if the Shares are not listed on the TSX-V at such time as an Option is granted then Discounted Market Price for such Option grant will mean the price at which Shares were last issued from treasury of the Company less: 25% if the last issue price was $0.50 or below, 20% if the last issue price was $0.51 to $2.00 and 10% if the last issue price was above $2.00.

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

(m) “ Disinterested Shareholder Approval ” means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to shares beneficially owned by Service Providers or their Associates.
(n) “ Distribution ” has the meaning assigned to it in subsection 1(1) of the Securities Act, and generally refers to a distribution of securities by the Company from treasury.
(o) “ Effective Date ” for an Option means the date of grant of the Option by the Board.
(p) “ Employee ” means:
(i) an individual who is considered an employee of the Company under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source);
(ii) an individual who works full-time for the Company providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or
(iii) an individual who works for the Company on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source.
(q) “ Exchange Hold Period ” means the day that is four months and one day after the date of grant of an Option.
(r) “ Exercise Price ” means the amount payable per Optioned Share on the exercise of an Option, as specified in the Option Commitment relating to such Option.
(s) “ Expiry Date ” means the day on which an Option lapses as specified in the Option Commitment relating to such Option or in accordance with the terms of this Plan.
(t)
“ Insider ” means:
(i) a Director or Officer of the Company;
(ii) a director or senior officer of a company that is an Insider or subsidiary of the Company;
(iii) a person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Company;
(iv) the Company itself if it holds any of its own securities; and
(v) an Associate of any person who is an Insider by virtue of any of subsections (i) – (iv) above.
(u) “ Investor Relations Activities ” has the meaning assigned to it in Policy 1.1 - Interpretation of the TSX-V Policies, and means, generally, any activities or

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

communications that can reasonably be seen to be intended to or be primarily intended to promote the merits or awareness of or the purchase or sale of securities of the Company.

(v) “ Management Company Employee ” means an individual employed by a person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a person engaged primarily in Investor Relations Activities.
(w) “ Material Information ” has the meaning assigned to it in Policy 1.1 - Interpretation of the TSX-V Policies.
(x) “ Officer ” means a duly appointed officer as such term is defined in subsection 1(1) of the Securities Act, and means, generally:
(i) a chair or vice chair of the board of directors, or a chief executive officer, chief operating officer, chief financial officer, president, vice president, secretary, assistant secretary, treasurer, assistant treasurer or general manager of a company;
(ii) an individual who is designated as an officer under a bylaw or similar authority of a company; or
(iii) an individual who performs functions similar to those normally performed by an individual referred to in subsection (i) or (ii) above.
(y) “ Option ” means an option to purchase Shares granted to a Service Provider pursuant to the terms of this Plan.
(z) “ Option Commitment ” means the notice of grant of an Option delivered by the Company to a Service Provider, substantially in the form of Schedule “A” (as to an Option without vesting provisions) or Schedule “B” (as to an Option with vesting provisions) attached hereto.
(aa) “ Optioned Shares ” means Shares that may be issued in the future to a Service Provider upon the exercise of an Option.
(bb)
“ Optionee ” means the recipient of an Option granted under this Plan.
(cc) “ Outstanding Shares ” means at the relevant time, the number of issued and outstanding Shares, from time to time.
(dd)
“ person ” means a company or an individual.
(ee) “ Plan ” means this Share Option Plan of the Company, as such may be amended from time to time.
(ff) “ Regulatory Approval ” means the approval of the TSX-V and any other securities regulatory authority that may have lawful jurisdiction over this Plan and any Options granted under this Plan, if and as applicable.
(gg) “ Securities Act ” means the Securities Act , R.S.B.C. 1996, c.418, as amended from time to time.

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

(hh) “ Service Provider ” means a person who is a bona fide Director, Officer, Employee, Management Company Employee or Consultant and also includes a company, of which 100% of the share capital is beneficially owned by one or more Service Provider.
(ii) “ Share Compensation Arrangement ” means any Option under this Plan but also includes any other share option, share option plan, employee share purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to a Service Provider.
(jj) “ Shareholder Approval ” means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders’ meeting.
(kk) “ Shares ” means the common shares of the Company as presently constituted and “ Share ” means any one of them.
(ll) “ TSX-V ” means the TSX Venture Exchange.
(mm) “ TSX-V Policies ” means the rules and policies of the TSX-V, as such may be amended from time to time.
(nn) “ Withholding Obligations ” has the meaning ascribed to it in section 5.4.

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

2.1 There is hereby established this Plan to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

Shares Issuable under the Plan

2.2 The aggregate number of Optioned Shares that may be issuable pursuant to Options granted under this Plan will not exceed 10% of the number of Outstanding Shares at the time of the granting of Options under the Plan.
2.3 In the event an Option granted under this Plan is exercised, expires unexercised, is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the number of Optioned Shares that were set aside for issue pursuant to that Option will become available for the issuance of Options hereunder, subject to the maximum number set forth in section 2.2.

Eligibility

2.4 Options to purchase Optioned Shares may be granted under this Plan to Service Providers from time to time by the Board.
2.5 If the Shares are listed on the TSX-V at the time of such Option grant, a Service Provider that is a company will be required to provide to the TSX-V a completed Form 4F – Certification and Undertaking Required from a Company Granted an Incentive Stock Option, or such other form of

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

written undertaking as is or may be required and acceptable to the TSX-V, pursuant to which the Service Provider undertakes not to effect or permit any transfer of ownership or option of any of its shares, nor to allot and issue further securities of any class of shares of its authorized capital to any other individual or entity (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX-V and the Company is first obtained.

Options Granted Under this Plan

2.6 All Options granted under this Plan will be evidenced by an Option Commitment substantially in the forms attached hereto as Schedule “A” or Schedule “B”, showing the number of Optioned Shares, the term of the Option, the Exercise Price and a reference to vesting terms, if any.
2.7 Subject to specific variations approved by the Board, all terms and conditions set out in this Plan will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

Limitations on Issue

2.8 Subject to sections 2.10 and 2.11 below, the following restrictions on issuance of Options are applicable under this Plan:
(a) the aggregate number of Options that may be granted to any one Optionee in a 12 month period must not exceed 5% of the Outstanding Shares, calculated at the date the Option is granted to the Optionee, unless the Company has obtained Disinterested Shareholder Approval;
(b) the aggregate number of Options that may be granted to all Insiders, as a group, must not exceed 10% of the Outstanding Shares in any 12 month period, calculated at the date the Option is granted to the Insider, unless the Company has obtained Disinterested Shareholder Approval;
(c) the aggregate number of Options that may be granted to any one Consultant in a 12 month period must not exceed 2% of the Outstanding Shares, calculated at the date the Option is granted to the Consultant;
(d) the aggregate number of Options that may be granted to all persons retained to provide Investor Relations Activities must not exceed 2% of the Outstanding Shares in any 12 month period, calculated at the date the Option is granted to any such Optionee; and
(e) no Options can be granted under this Plan while there is any undisclosed Material Information relating to the Company (for these purposes, and without limitation, if the Company is on notice to have its listing transferred to NEX it is not permitted to grant Options under this Plan unless it has publicly disclosed that it is on notice to have its listing transferred to NEX).

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

Powers of the Board

2.9 The Board will be responsible for the general administration of this Plan and the proper execution of its provisions, the interpretation of this Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to:
(a) allot Optioned Shares for issuance in connection with the exercise of Options;
(b) grant Options under this Plan;
(c) subject to Regulatory Approval if required, suspend, terminate or discontinue this Plan, or revoke or alter any action taken in connection therewith, except that no general suspension of this Plan will, without the written consent of all Optionees, alter or impair any Option previously granted under this Plan unless as a result of a change in TSX-V Policies;
(d) subject to Regulatory Approval and to sections 2.10 and 2.11 below, amend this Plan, except that no general amendment will, without the written consent of all Optionees, alter or impair any Option previously granted under this Plan unless as a result of a change in TSX-V Policies;
(e) delegate all or such portion of its powers under this Plan as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of this Plan so delegated to the same extent as the Board is hereby authorized so to do; and
(f) may in its sole discretion amend this Plan (except for previously granted and outstanding Options) to reduce the benefits that may be granted to Service Providers (before a particular Option is granted) subject to the other terms of this Plan.

Terms or Amendments Requiring Shareholder and Disinterested Shareholder Approval

2.10 The Company will be required to obtain shareholder approval (by way of simple majority) in order to amend any of the following terms of this Plan:
(a)
persons eligible to be granted Options under this Plan;
(b) the maximum number or percentage, as the case may be, of Optioned Shares that may be reserved under this Plan for issuance pursuant to the exercise of Options;
(c) the limitations under this Plan on the number of Options that may be granted to any one person or any category of persons (subject to section 2.11 below);
(d) the method for determining the Exercise Price of Options;
(e) the maximum term of Options; and
(f) the expiry and termination provisions applicable to Options.

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

Notwithstanding the above, amendments to fix typographical errors and amendments to clarify existing provisions of this Plan that do not have the effect of altering the scope, nature and intent of such provisions will not require shareholder approval.

2.11
The Company will be required to obtain Disinterested Shareholder Approval:
(a) if the aggregate number of Options held by Insiders (as a group) at any point in time would exceed 10% of the Outstanding Shares;
(b) if the aggregate number of Options granted to Insiders (as a group) within a 12 month period would exceed 10% of the Outstanding Shares;
(c) if the aggregate number of Options granted to any person (including a company whollyowned by that person) within a 12 month period would exceed 5% of the Outstanding Shares, calculated at the date the Option is granted; and
(d) prior to any amendment to Options held by Insiders that would have the effect of decreasing the Exercise Price of such Options.

ARTICLE 3

TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 The Exercise Price of an Option will be set by the Board at the time such Option is granted under this Plan, and cannot be less than the Discounted Market Price.

Term of Option

3.2 Subject to section 3.4 below, an Option can be exercisable for a maximum of ten (10) years from the Effective Date.
3.3 Subject to section 3.2 above, the term of an Option will be set by the Board at the time such Option is granted under this Plan.
3.4 Notwithstanding section 3.2 above, if the Expiry Date of an Option occurs within a Blackout Period, and neither the Optionee nor the Company is subject to a cease trade order in respect of the Company’s securities, then the Expiry Date of the Option will automatically be extended to the date which is ten (10) business days after expiry of the Blackout Period.

Exchange Hold Period

3.5 In addition to any resale restrictions required under applicable securities laws, if the Shares are listed on the TSX-V, all Options issued to Insiders and all Options issued at an Exercise Price which is at a discount to the Market Price (as such term is defined in TSX-V Policies) as permitted by the TSX-V, and, in each case, any Optioned Shares issued upon the exercise of such Options prior to the expiry of the Exchange Hold Period, will be subject to the Exchange Hold Period and must be legended as prescribed under the TSX-V Policies, with the Exchange Hold Period commencing on the date the Options were granted.

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

Option Amendment

3.6 Subject to subsection 2.11(d) above, the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the Effective Date or the date of the last amendment of the Exercise Price. If the Shares are listed on the TSX-V and the Exercise Price is amended to the Discounted Market Price, the Exchange Hold Period will be applied to the Option and the Optioned Shares issuable on exercise of the Option from the date of the amendment.
3.7 An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in section 3.2 above. In compliance with TSX-V Policies, unless and until such policies are otherwise amended, if the Shares are listed on the TSX-V then any extension of the length of the term of an Option will be treated by the TSX-V as a grant of a new Option and therefore the amended Option must comply with the TSX-V’s pricing and other requirements as if it were a newly granted Option.
3.8 If the Shares are listed on the TSX-V then any proposed amendment to the terms of an Option must be approved by the TSX-V prior to the exercise of such Option.

Vesting of Options

3.9 Subject to section 3.10 below, vesting of Options is at the discretion of the Board and will generally be subject to:
(a) the Service Provider, if a Director, remaining as a Director of the Company during the vesting period; or
(b) if the Service Provider is other than a Director, the Service Provider remaining employed by or continuing to provide services to the Company, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company during the vesting period.
3.10 Options granted to persons retained to provide Investor Relations Activities will vest:
(a) over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting; or
(b) such longer vesting period as the Board may determine.

Optionee Ceasing to be Director, Employee or Other Service Provider

3.11 All Options granted to an Optionee will expire immediately upon such Optionee ceasing to be a Service Provider, and the Optionee may not exercise any Options after such Optionee ceases to be a Service Provider, except that:
(a) in the case of the death of an Optionee, any vested Option held such Optionee at the date of death may be exercised by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the Expiry Date otherwise applicable to such Option;

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

(b) subject to subsection 3.11(c) below, in the case of an Optionee that is not described in subsection 3.11(a), any vested Option held by such Optionee at the date the Optionee ceases to be a Service Provider may be exercised by such Optionee until the earlier of (i) the Expiry Date otherwise applicable to such Option; and (ii) 4:30 p.m. (Vancouver time) on the date that is 90 days after the date such Optionee ceases to be a Service Provider; and
(c) in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same.

Non-Assignable

3.12 Subject to subsection 3.11(a) above, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.13 The number of Optioned Shares issuable on exercise of an Option will be subject to adjustment in the events of and in the manner following:
(a) in the event of a subdivision of Shares as constituted on the date of this Plan, at any time while an Option is in effect, into a greater number of Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefore;
(b) in the event of a consolidation of the Shares as constituted on the date of this Plan, at any time while an Option is in effect, into a lesser number of Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Shares as result from the consolidation;
(c) in the event of any change of the Shares as constituted on the date of this Plan, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Shares so purchased had the right to purchase been exercised before such change;
(d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Shares equal to the number of

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this subsection 3.13(d);

(e) an adjustment will take effect at the time of the event giving rise to the adjustment and the adjustments provided for in this section 3.13 are cumulative;
(f) the Company will not be required to issue fractional shares in satisfaction of its obligations under this Plan. Any fractional interest in a Share that would, except for the provisions of this subsection 3.13(f), be deliverable upon the exercise of an Option will be cancelled and will not be deliverable by the Company; and
(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this section 3.13, such questions will be conclusively determined by the Company’s auditors, or, if they decline to so act, any other firm of Chartered Accountants in Vancouver, British Columbia (or in the city of the Company’s principal executive office) that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and all Optionees.

Effect of Take-Over Bid

3.14 If a bona fide offer for Shares is made to an Optionee or to the Company’s shareholders generally or to a class of shareholders of the Company which includes an Optionee, and the offer, if accepted in whole or in part by any person or persons, would result in the offeror exercising control over the Company within the meaning of applicable securities legislation, then the Company will, immediately upon receipt of notice of the offer, notify each Optionee currently holding an Option of the offer, with full particulars thereof; whereupon such Option may be exercised by the Optionee so as to permit the Optionee to tender the Optioned Shares received upon such exercise pursuant to the offer. Notwithstanding the foregoing, no vesting provisions imposed by the TSX-V may be accelerated without the prior written approval of the TSX-V.

ARTICLE 4

COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

4.1 Upon grant of an Option pursuant to this Plan, an authorized Director or Officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Option(s) and upon such delivery the Optionee will be subject to this Plan and will have the right to purchase the Optioned Shares at the Exercise Price set out in such Option Commitment, subject to the terms and conditions of this Plan. Where applicable, the Option Commitment will bear a legend stipulating the resale restrictions required under TSX-V Policies.

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

Manner of Exercise

4.2 An Optionee who wishes to exercise an Option may do so by delivering to the Company:
(a) a written notice specifying the number of Optioned Shares being acquired pursuant to the exercise of Option, substantially in the form as set out in Schedule “C” attached hereto; and
(b) cash or a certified cheque payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired.

Delivery of Certificate or DRS Statement

4.3 As soon as practicable after receipt of the notice of exercise described in subsection 4.2(a) above, and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue a certificate or DRS statement to the Optionee evidencing the issuance of the appropriate number of Optioned Shares. Such certificate or DRS statement will bear a legend stipulating any resale restrictions required under applicable securities laws and under TSX-V Policies, as applicable.

ARTICLE 5 GENERAL

Securities Regulation and Tax Withholding

5.1 Where necessary to enable the Company to use an exemption from requirements to register Optioned Shares or file a prospectus or use a registered dealer to distribute Optioned Shares under applicable securities laws, an Optionee, as a condition to the exercise of any Option, will provide to the Board such evidence, or will execute and deliver such documents, that the Board deems necessary or desirable. The Board may cause a legend or legends to be placed upon any certificates for the Optioned Shares to make appropriate reference to applicable resale restrictions, and the Optionee or recipient will be bound by such restrictions. The Board also may take such other action or require such other action or agreement by such Optionee or proposed recipient as may from time to time be necessary to comply with applicable securities laws.
5.2 No Option will be granted and no Optioned Shares issued under this Plan if that grant or issue would require registration of this Plan or of Shares under the securities laws of any foreign jurisdiction. Any purported grant of any Option or issue of Optioned Shares under this Plan in violation of this subsection 5.2 will be void.
5.3 For all purposes of this Plan, the Company may take all such measures as it deems appropriate or necessary to comply with applicable laws, including income tax laws and regulations and applicable securities laws.
5.4 The Company may withhold from any amount payable to an Optionee such amount as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state or local law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to awards hereunder (“ Withholding Obligations ”). The Company will also have the right in its discretion to satisfy any liability for any Withholding Obligations by selling, or causing a broker to sell, on behalf of any Optionee such number of Optioned Shares issued to the Optionee pursuant to an exercise of

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

Options hereunder as is sufficient to fund the Withholding Obligations (after deducting commissions payable to the broker), or retaining any amount payable which would otherwise be delivered, provided or paid to the Optionee hereunder. The Company may require an Optionee, as a condition to the exercise of an Option, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring the Optionee to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; or (iii) cause a broker who sells Shares acquired by the Optionee on behalf of the Optionee to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company.

5.5 Any Shares of an Optionee that are sold by the Company, or by a broker engaged by the Company (the “ Broker ”), to fund Withholding Obligations will be sold as soon as practicable in transactions effected on the exchange on which the Shares are then listed for trading. In effecting the sale of any such Shares, the Company or the Broker will exercise its sole judgment as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. Neither the Company nor the Broker will be liable for any loss arising out of any sale of such Shares including any loss relating to the manner or timing of such sales, the prices at which the Shares are sold or otherwise. In addition, neither the Company nor the Broker will be liable for any loss arising from a delay in transferring any Shares to an Optionee. The sale price of Shares sold on behalf of Optionees will fluctuate with the market price of the Shares and no assurance can be given that any particular price will be received upon any such sale.
5.6 Issuance, transfer or delivery of certificates for Shares acquired pursuant to this Plan may be delayed, at the discretion of the Board, until it is satisfied that the requirements of applicable laws and regulations, and applicable rules of regulatory authorities, have been met.

Employment and Services

5.7 Nothing contained in this Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in this Plan by an Optionee will be voluntary.

No Representation or Warranty

5.8 The Company is not a public company at the date of implementation of this Plan and the Company makes no representation or warranty as to ever, in future, becoming a public company. Further, the Company makes no representation or warranty as to the future market value of Optioned Shares issued in accordance with the provisions of this Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Optioned Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Optionee is the responsibility of such Optionee and not the Company.

Interpretation

5.9 This Plan will be governed and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

Amendment of this Plan

5.10 The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate this Plan with respect to all Optioned Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of this Plan will be subject to any necessary and applicable Regulatory Approvals unless the effect of such amendment is intended to reduce (but not to increase) the benefits of this Plan to Service Providers.

Stinger Resources Inc. Stock Option Plan dated December 1, 2020

SCHEDULE “A”

[IF APPLICABLE - INCLUDE THIS LEGEND. IF NOT APPLICABLE - DELETE THIS LEGEND] Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [  ], 20[  ].]

STINGER RESOURCES INC. SHARE OPTION PLAN DATED DECEMBER 1, 2020

(the “Share Option Plan”)

OPTION COMMITMENT

[No Vesting Provision]

Notice is hereby given that, effective this ___ day of , 20__ (the “ Effective Date ”), STINGER RESOURCES INC. (the “ Company ”) has granted to [registered name of optionee] (the “ Service Provider ”) an Option to acquire common shares of the Company (the “ Optioned Shares ”) until 4:30 p.m. (Vancouver Time) on the ___ day of , 20__ (the “ Expiry Date ”) at an exercise price (the “ Exercise Price ”) of $ per Optioned Share.

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Share Option Plan, the terms and conditions of which are hereby incorporated.

To exercise your Option, you must deliver to the Company (i) a written notice, similar in form to that set out as Schedule “C” attached to the Share Option Plan specifying the number of Optioned Shares you wish to acquire and providing registration and delivery instructions for such Optioned Shares, together with (ii) cash, a certified cheque, bank draft or money order, or have transmitted good same day funds by wire or other lawful money of Canada payable to or to the order of the Company, in payment of the aggregate Exercise Price. A certificate or DRS statement, as applicable, for the Optioned Shares so acquired will be issued by the Company’s transfer agent as soon as practicable thereafter and will bear any required non-transferability legend from the date of this Option Commitment.

The Company and the Service Provider represent that the Service Provider under the terms and conditions of the Share Option Plan is a bona fide ___[Employee/ Consultant/ Management Company Employee] of the Company, entitled to receive Options under TSX-V Policies.

STINGER RESOURCES INC.

Authorized Signatory

ACKNOWLEDGEMENT OF SERVICE PROVIDER

By signature hereunder, [ Service Provider ]___ hereby acknowledges receipt of this Option Commitment and hereby consents to the Company’s collection, use and disclosure of [his/her] personal information for the purposes of the Company’s grant of the Option evidenced by this Option Commitment. [ Service Provider ] further acknowledges that, from time to time, the Company may be required to disclose such personal information to securities regulatory authorities and stock exchanges and, by providing such personal information to the Company, [ Service Provider ] hereby expressly consents to such disclosure.

Date:

[ Insert Name of Service Provider ]

SCHEDULE “B”

STINGER RESOURCES INC. SHARE OPTION PLAN DATED DECEMBER 1, 2020

(the “Share Option Plan”)

OPTION COMMITMENT

[Vesting Provisions]

Notice is hereby given that, effective this _ day of , 20 (the “ Effective Date ”), STINGER RESOURCES INC. (the “ Company ”) has granted to [registered name of optionee] (the “ Service Provider ”) an Option to acquire common shares of the Company (the “ Optioned Shares ”) until 4:30 p.m. (Vancouver Time) on the _ day of , 20 (the “ Expiry Date ”) at an exercise price (the “ Exercise Price ”) of $_____ per Optioned Share.

Optioned Shares will vest as follows:

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Share Option Plan, the terms and conditions of which are hereby incorporated.

STINGER RESOURCES INC.

Authorized Signatory

ACKNOWLEDGEMENT OF SERVICE PROVIDER

Date:

[ Insert Name of Service Provider ]

SCHEDULE “C”

OPTION EXERCISE FORM

TO: Stinger Resources Inc. (the “Company”) #92 – 2[nd] Avenue West Cardston, Alberta, T0K 0K0

The undersigned hereby irrevocably exercises stock options (the “ Options ”) of the Company previously granted to the undersigned on , and as such subscribes for common shares (the “ Shares ”) of the Company at a price of $ /Share for a total purchase price of $ (the “ Exercise Price ”).

The undersigned encloses herewith a cheque, bank draft or money order or has transmitted good same day funds by wire or other lawful money of Canada payable to or to the order of the Company in payment of the Exercise Price.

The undersigned hereby directs that the Shares subscribed for be registered as follows:

(Name – please print)

(Account Number (if applicable))

(Address, including postal code – please print)

The undersigned hereby further directs that the Shares subscribed for be issued and delivered as follows (check one (1) box; if no box is checked then the Shares will be issued via DRS statement and delivered to the email address noted below and if none is noted, then to the physical address noted above ):

issued via book entry through the Direct Registration System (DRS) delivered to the following email address ( please print ):

issued in certificate form (check one (1) box, if no box is checked then the Shares will be delivered to the address noted above ):
delivered to the address noted above; OR
delivered to the following address ( please print ):

The undersigned represents, warrants and certifies that the undersigned: (i) at the time of exercise of these Options is not in the United States or the District of Columbia (the “ United States ”) and is not exercising these Options on behalf of a person in the United States; (ii) is not a “U.S. person” (a “ U.S. Person ”), as defined in Regulation S under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), and is not exercising these Options on behalf of a U.S. Person; and (iii) did not execute or deliver this option exercise form in the United States.

DATED:

Name: Signature: Address:

AI assistant

Stinger Resources Inc. — Governance Information 2021

48042_rns_2021-02-25_cec27ab8-d9b1-45bd-b71d-859bbcdcd0ef.pdf

STINGER RESOURCES INC.

SHARE OPTION PLAN

STINGER RESOURCES INC.

SHARE OPTION PLAN

Dated for reference: December 1, 2020

ARTICLE 1

PURPOSE AND INTERPRETATION

Statement of Purpose

Definitions

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

Shares Issuable under the Plan

Eligibility

Options Granted Under this Plan

Limitations on Issue

Powers of the Board

Terms or Amendments Requiring Shareholder and Disinterested Shareholder Approval

ARTICLE 3

TERMS AND CONDITIONS OF OPTIONS

Exercise Price

Term of Option

Exchange Hold Period

Option Amendment

Vesting of Options

Optionee Ceasing to be Director, Employee or Other Service Provider

Non-Assignable

Adjustment of the Number of Optioned Shares

Effect of Take-Over Bid

ARTICLE 4

COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

Manner of Exercise

Delivery of Certificate or DRS Statement

ARTICLE 5 GENERAL

Securities Regulation and Tax Withholding

Employment and Services

No Representation or Warranty

Interpretation

Amendment of this Plan

STINGER RESOURCES INC. SHARE OPTION PLAN DATED DECEMBER 1, 2020

OPTION COMMITMENT

STINGER RESOURCES INC.

ACKNOWLEDGEMENT OF SERVICE PROVIDER

STINGER RESOURCES INC. SHARE OPTION PLAN DATED DECEMBER 1, 2020

OPTION COMMITMENT

STINGER RESOURCES INC.

ACKNOWLEDGEMENT OF SERVICE PROVIDER

OPTION EXERCISE FORM

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Stinger Resources Inc. Governance Information 2021