StrikePoint Gold Inc.

(the “Company”)

FORM 51-102F6V STATEMENT OF EXECUTIVE COMPENSATION

(for the year ended December 31, 2023)

Definitions for the purpose of this Statement of Executive Compensation

" Chief Executive Officer " or " CEO " of the Company means an individual who served as Chief Executive Officer of the Company or performed functions similar to a Chief Executive Officer for any part of the fiscal period ended December 31, 2023.

" Chief Financial Officer " or " CFO " of the Company means an individual who served as Chief Financial Officer of the Company or performed functions similar to a Chief Financial Officer for any part of the fiscal period ended December 31, 2023.

" company " includes other types of business organizations such as partnerships, trusts and other unincorporated business entities.

" compensation securities " includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

" external management company " includes a subsidiary, affiliate or associate of the external management company.

" Named Executive Officers " or " NEOs " means each of the following individuals:

(a) each CEO;
(b) each CFO;
(c) the most highly compensated executive officer, other than the CEO and CFO, at the end of the fiscal period ended December 31, 2023 whose total compensation was more than $150,000 for that fiscal period; and
(d) each individual who would be a NEO under (c) above, but for the fact that the individual was not an executive officer of the Company, nor acting in a similar capacity, at the end of the fiscal period ended December 31, 2023.

" plan " includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons.

" underlying securities " means any securities issuable on conversion, exchange or exercise of compensation securities.

Director and Named Executive Officer Compensation

The following information is presented in accordance with Form 51-102F6V: Statement of Executive Compensation – Venture Issuers, and provides details of all compensation for each of the directors and named executive officers of the Company for the fiscal year ended December 31, 2023.

During the fiscal period ended December 31, 2023, the Company had three (3) Named Executive Officers, namely Michael G. Allen, (CEO), Paulo Santos (CFO) and Mark Gelmon (Former CFO). There were five (5) individuals who served as a director of the Company for all or part of the fiscal year, one of which was also a Named Executive Officer of the Company, Michael G. Allen.

Oversight and Description of Director and Executive Officer Compensation

Compensation Objectives and Principles

The compensation of the Company's NEOs and directors has been established with a view of attracting and retaining executives critical to the Company's short and long-term success and to continue providing executives with compensation that is in accordance with existing market standards. Compensation provided to the Company’s NEOs and directors is determined and reviewed by the Company’s board of directors (the " Board of Directors " or the " Board ").

Compensation Elements

Compensation of the Company's NEOs and directors may be comprised of a base salary (or director fees) and the granting of options to purchase common shares under the Company's stock option plan (as more particularly described below under the heading Stock Option Plans and Other Incentive Plans ). Through its executive compensation practices, the Company seeks to provide value to its shareholders by employing a strong executive leadership team. Specifically, the Company's executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve the Company's strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to the Company's success, and align the interests of the Company's executives and shareholders by motivating executives to increase shareholder value.

a) Base Salary

The Company believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Company also believes that attractive base salaries can motivate and reward executives for their overall performance.

The Company paid base salaries and/or fees to its executives or directors in the fiscal period ended December 31, 2023. Going forward the Company may determine that payment of a base salary is appropriate for its executives or Directors and may enter into additional management or employment agreements providing for payment of a base salary or other compensation.

b) Stock Options

The Company grants stock options to NEOs and directors from time to time to help enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company’s Shareholders. In determining option grants, the Board together with management takes into consideration factors that include the amount and exercise price of previous option grants, the individual's experience, level of expertise and responsibilities, and the contributions of each individual towards the completion of corporate transactions in any given fiscal year.

The Company granted 7,250,000 stock options to its executives and directors in the fiscal period ended December 31, 2023.

Director and Named Executive Officer Compensation – Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO and director, in any capacity, for all or portion of the fiscal periods ended December 31, 2023 and December 31, 2022.

Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	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 ($)	Total compensation ($)
Michael G. Allen(1) President, CEO and Director	2023	250,000	Nil	Nil	Nil	Nil	250,000
	2022	41,667	25,000	Nil	Nil	Nil	66,667
Shawn Khunkhun(2) Director, Former President &CEO	2023	180,000	Nil	Nil	Nil	Nil	180,000
	2022	180,000	Nil	Nil	Nil	Nil	180,000
Paulo Santos(3) CFO	2023	107,292	Nil	Nil	Nil	Nil	107,292
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Mark Gelmon(4) Former CFO	2023	40,000	Nil	Nil	Nil	Nil	40,000
	2022	120,000	Nil	Nil	Nil	Nil	120,000
Adrian Fleming(5) Director	2023	36,000	Nil	Nil	Nil	Nil	36,000
	2022	36,000	Nil	Nil	Nil	Nil	36,000
Ian Harris(6) Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Darryl Jones(7) Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Michael G. Allen has served as Chief Executive Officer and director since November 1, 2022.

(2) Shawn Khunkhun has served as a director since December 5, 2011. Mr. Khunkhun served as Chief Executive Officer from May 13, 2013 until November 1, 2022.

(3) Paulo Santos has served as Chief Financial Officer since February 27, 2023.

(4) Mark Gelmon served as Chief Financial Officer from December 1, 2015 until February 27, 2023. Mr. Gelmon did not receive any compensation directly from the Company. All compensation paid by the Company in connection with the services of Mr. Gelmon are paid to iO Corporate Services Ltd., a Company which provides secretarial and accounting services.

(5) Adrian Fleming has served as a director since May 16, 2017.

(6) Ian Harris has served as a director since May 14, 2013.

(7) Darryl Jones has served as a director since February 17, 2015.

External Management Companies.

None of the NEOs or directors of the Company have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Company to provide executive management services to the Company, directly or indirectly, other than Mark Gelmon, Former Chief Financial Officer (for further information, refer to “Employment, Consulting and Management Agreements” below .

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each NEO and director by the Company during the fiscal year ended December 31, 2023 for services provided or to be provided, directly or indirectly, to the Company.

The following table sets out all compensation securities granted or issued to each NEO and director by the Company during the fiscal year ended December 31, 2023 for services provided or to be provided, directly or indirectly, to the Company.	The following table sets out all compensation securities granted or issued to each NEO and director by the Company during the fiscal year ended December 31, 2023 for services provided or to be provided, directly or indirectly, to the Company.	The following table sets out all compensation securities granted or issued to each NEO and director by the Company during the fiscal year ended December 31, 2023 for services provided or to be provided, directly or indirectly, to the Company.	The following table sets out all compensation securities granted or issued to each NEO and director by the Company during the fiscal year ended December 31, 2023 for services provided or to be provided, directly or indirectly, to the Company.	The following table sets out all compensation securities granted or issued to each NEO and director by the Company during the fiscal year ended December 31, 2023 for services provided or to be provided, directly or indirectly, to the Company.	The following table sets out all compensation securities granted or issued to each NEO and director by the Company during the fiscal year ended December 31, 2023 for services provided or to be provided, directly or indirectly, to the Company.	The following table sets out all compensation securities granted or issued to each NEO and director by the Company during the fiscal year ended December 31, 2023 for services provided or to be provided, directly or indirectly, to the Company.	The following table sets out all compensation securities granted or issued to each NEO and director by the Company during the fiscal year ended December 31, 2023 for services provided or to be provided, directly or indirectly, to the Company.

		Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	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
Michael G. Allen(1) President, CEO and Director	StockOptions	3,000,000	January 9, 2023	$0.08	$0.08	$0.045	January 9, 2028
		750,000	September 26,2023	$0.05	$0.045	$0.045	September 26,2028
Shawn Khunkhun(2) Director, Former President & CEO	Stock Options	600,0000	September 26, 2023	$0.05	$0.045	$0.045	September 26, 2028
Paulo Santos(3) CFO	Stock Options	1,500,000	March 1, 2023	$0.055	$0.05	$0.045	March 1, 2028
		500,000	September 26,2023	$0.05	$0.045	$0.045	September 26,2028
Mark Gelmon (4) Former CFO	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Adrian Fleming(5) Director	Stock Options	400,000	September 26,2023	$0.05	$0.045	$0.045	September 26,2028
Ian Harris(6) Director	Stock Options	250,000	September 26,2023	$0.05	$0.045	$0.045	September 26,2028
Darryl Jones(7) Director	Stock Options	250,000	September 26,2023	$0.05	$0.045	$0.045	September 26,2028

Notes:

(1) As at December 31, 2023, Michael G. Allen held a total of 3,750,000 stock options to acquire 3,750,000 common shares. The stock options held by Mr. Allen represent 21.01% of the outstanding stock options of the Company. 3,750,000 stock options were granted in the fiscal year ended December 31, 2023.
(2) As at December 31, 2023, Shawn Khunkhun held a total of 4,700,000 stock options to acquire 4,700,000 common shares. The stock options held by Mr. Khunkhun represent 26.33% of the outstanding stock options of the Company. 600,000 were granted in the fiscal year ended December 31, 2023, 2,200,000 stock options were granted in the fiscal year ended December 31, 2021, 1,500,000 were granted in the fiscal year ended December 31, 2020, 400,000 were granted in the fiscal year ended December 31, 2019.
(3) As at December 31, 2023, Paulo Santos held a total of 2,000,000 stock options to acquire 2,000,000 common shares. The stock options held by Mr. Santos represent 11.2% of the outstanding stock options of the Company and were granted in the fiscal year ended December 31, 2023.
(4) As at December 31, 2023, Mark Gelmon held no stock options.
(5) As at December 31, 2023, Adrian Fleming held a total of 1,300,000 stock options to acquire 1,300,000 common shares. The stock options held by Mr. Fleming represent 7.28% of the outstanding stock options of the Company. 400,000 were granted in the fiscal year ended December 31, 2023. 300,000 stock options were granted in the fiscal year ended December 31, 2021, 500,000 were granted in the fiscal year ended December 31, 2020, 100,000 were granted in the fiscal year ended December 31, 2019.
(6) As at December 31, 2023, Ian Harris held a total of 875,000 stock options to acquire 875,000 common shares. The stock options held by Mr. Harris represent 4.9% of the outstanding stock options of the Company. 250,000 were granted in the fiscal year ended December 31, 2023. 200,000 stock options were granted in the fiscal year ended December 31, 2021, 325,000 were granted in the fiscal year ended December 31, 2020, 100,000 were granted in the fiscal year ended December 31, 2019.
(7) As at December 31, 2023, Darryl Jones held a total of 875,000 stock options to acquire 875,000 common shares. The stock options held by Mr. Jones represent 4.9% of the outstanding stock options of the Company. 250,000 were granted in the fiscal year ended December 31, 2023, 200,000 stock options were granted in the fiscal year ended December 31, 2021, 325,000 were granted in the fiscal year ended December 31, 2020, 100,000 were granted in the fiscal year ended December 31, 2019.

Exercise of Compensation Securities by NEO’s

No compensation securities were exercised by the NEO’s or directors for the year ended December 31, 2023.

Stock Option Plans and Other Incentive Plans

At the annual general and special meeting held on October 18, 2023 the Shareholders approved the adoption of a new stock option plan of the Company (the “New Stock Option Plan”) to be implemented by the Company following the Meeting. The New Stock Option Plan replaced the existing ten (10%) percent fixed stock option plan which was last approved by the Shareholders at the annual general meeting held on August 8, 2022 (the “Existing Stock Option Plan”).

The New Stock Option Plan is a ten (10%) percent rolling stock option plan. The following is a summary of certain provisions of the New Stock Option Plan and is subject to, and qualified in its entirety by, the full text of the New Stock Option Plan. Under the policies of the Exchange, a rolling stock option plan, such as the Company’s, must be approved by Shareholders on a yearly basis. The Company has no other Security Based Compensation Plan other than Stock Option Plan.

The Stock Option Plan was established to provide incentive to employees, directors, officers, management companies and consultants who provide services to the Company. The intention of management in proposing the Stock Option plans was and is to increase the proprietary interest of such persons in the Company and thereby aid the Company in attracting, retaining and encouraging the continued involvement of such persons with the Company. The plan is administered by the Company’s board who has the authority to grant options to directors, officers, employees and consultants. At the time an option is granted, the board will determine the terms of the option, including the exercise price and any vesting provisions, providing the same are in accordance with the TSXV policies.

A summary of the material provisions of the New Stock Option Plan are as follows:

(a) the Stock Option Plan reserves, for issuance pursuant to the exercise of stock options, Common Shares of the Company equal to up to a maximum of 10% of the issued Common Shares of the Company at the time of any stock option grant;
(b) under the Stock Option Plan, an optionee must either be an Eligible Charitable Organization or a Director, Officer, Employee, Consultant or Management Company Employee of the Company at the time the option is granted in order to be eligible for the grant of a stock option to the optionee;
(c) the aggregate number of options granted to any one Person (and companies wholly owned by that Person) in a 12 month period under this Stock Option Plan and any other Security Based Compensation Plan must not exceed 5% of the issued Common Shares of the Company calculated on the date an option is granted to the Person (unless the Company has obtained the requisite Disinterested Shareholder Approval);
(d) the aggregate number of options granted to any one Consultant in a 12 month period under this New Stock Option Plan and any other Security Based Compensation Plan must not exceed 2% of the issued Common Shares of the Company, calculated at the date an option is granted to the Consultant;
(e) the aggregate number of options granted to all Investor Relations Service Providers must not exceed 2% of the issued shares of the Company in any 12 month period, calculated at the date an option is granted to any such Person;
(f) the aggregate number of outstanding Charitable Stock Options must not exceed 1% of the issued shares of the Company, calculated at the date an option is granted to an Eligible Charitable Organization;
(g) if the Common Shares are listed for trading on the Exchange, then, notwithstanding anything in the Stock Option Plan to the contrary, the aggregate number of Common Shares that may be issued to Insiders (as a group) pursuant to Options granted under the Stock Option Plan and under any other Security Based Compensation Plan, must not exceed 10% of the outstanding Shares at any point in time, unless the Company has obtained the requisite Disinterested Shareholder Approval;
(h) if the Common Shares are listed for trading on the Exchange then, notwithstanding anything in the Stock Option Plan to the contrary, the aggregate number of Common Shares that may be issued to Insiders (as a

group) pursuant to Options granted under the plan and under any other Security Based Compensation Plan in any 12 month period shall not exceed 10% of the outstanding Shares at the time of the grant, unless the Company has obtained the requisite Disinterested Shareholder Approval;

(i) options issued to Investor Relations Service Providers must vest in stages over a period of not less than 12 months with no more than 1/4 of the options vesting in any 3 month period;
(j) the minimum exercise price per Common Share of a stock option must not be less than the Market Price of the Common Shares of the Company, subject to a minimum exercise price of $0.05;
(k) options can be exercisable for a maximum of 10 years from the date of grant (subject to extension where the expiry date falls within a "blackout period" (see (o) below);
(l) a Charitable Stock Option must expire on or before the earlier of: (i) the date that is 10 years from the date of grant; and (ii) the 90th day following the date that the holder of the Charitable Stock Option ceases to be an Eligible Charitable Organization;
(m) stock options (other than options held by Investor Relations Service Providers) will cease to be exercisable 90 days after the optionee ceases to be a Director (which term includes a senior officer), Employee, Consultant, Eligible Charitable Organization or Management Company Employee otherwise than by death, or for a "reasonable period" not exceeding 12 months after the optionee ceases to serve in such capacity, as determined by the Board. Stock options granted to Investor Relations Service Providers will cease to be exercisable 30 days after the optionee ceases to serve in such capacity otherwise than by death, or for a "reasonable period" after the optionee ceases to serve in such capacity, as determined by the Board;
(n) all options are non-assignable and non-transferable;
(o) Disinterested Shareholder Approval will be obtained for any reduction in the exercise price of a stock option, or the extension of the term of a stock option, if the optionee is an Insider of the Company at the time of the proposed amendment;
(p) the Stock Option Plan contains provisions for adjustment in the number of Common Shares or other property issuable on exercise of a stock option, subject to prior acceptance of the Exchange, in the event of an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization, other than in connection with a share consolidation or split;
(q) upon the occurrence of an Accelerated Vesting Event (as defined in the Stock Option Plan), the Board will have the power, at its sole discretion and subject to the prior acceptance of the Exchange, to make such changes to the terms of stock options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of stock options, conditionally or unconditionally, except in the case of stock options held by Investor Relations Service Providers; (b) terminating every stock option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the stock options are proposed to be granted to or exchanged with the holders of stock options, which replacement options treat the holders of stock options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of Common Shares under such transaction; (c) otherwise modifying the terms of any stock option to assist the holder to tender into any take-over bid or other transaction constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any stock option to the extent it has not been exercised prior to successful completion of the Accelerated Vesting Event. The determination of the Board in respect of any such Accelerated Vesting Event shall for the purposes of the Stock Option Plan be final, conclusive and binding;
(r) in connection with the exercise of an option, as a condition to such exercise the Company shall require the optionee to pay to the Company an amount as necessary so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such option; and
(s) a stock option will be automatically extended past its expiry date if such expiry date falls within a blackout period during which the Company prohibits optionees from exercising their options, provided that any extension will not exceed ten business days after the expiry of the applicable blackout period and subject to the following requirements: (a) the blackout period must (i) be formally imposed by the Company pursuant

to its internal trading policies; and (ii) must expire following the general disclosure of undisclosed Material Information; (b) the automatic extension of an optionee's stock option will not be permitted where the optionee or the Company is subject to a cease trade order (or similar order under Securities Laws) in respect of the Company's securities; and (d) the automatic extension is available to all Eligible Persons under the same terms and conditions.

“Consultant”, “Charitable Stock Option”, “Director”, “Disinterested Shareholder Approval”, “Eligible Charitable Organization”, “Employee”, “Investor Relations Activities", “Investor Relations Service Provider”, “Management Company Employee”, “Market Price”, “Material Information”, “Person”, “Securities Laws” and “Security Based Compensation Plan” all have the same definition as in the policies of the Exchange.

Pursuant to the Board’s authority to govern the implementation and administration of the Stock Option Plan, all previously granted and outstanding stock options shall be governed by the provisions of the Stock Option Plan.

Employment, Consulting and Management Agreements

Except as described below, the Company does not have any contracts, agreements, plans or arrangements that provides for payments to a director or NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in an NEO’s responsibilities:

iO Corporate Services Ltd.

The Company had an arrangement with iO Corporate Services Ltd. (“iO Corporate”) whereby iO Corporate performs management and administrative services at a rate of $10,000 per month. The services provided by iO Corporate include those services performed by Mark Gelmon, Chief Financial Officer of the Company, and Marion McGrath, Corporate Secretary of the Company. Mark Gelmon and Marion McGrath are both employees of iO Corporate and iO Corporate is owned and controlled by Marion McGrath. The arrangement with iO Corporate was terminated effective April 30, 2023.

Mr. Michael G. Allen

The Company entered into an executive employment agreement with Mr. Allen effective November 1, 2022. The agreement is for an indefinite term until terminated in accordance with the terms of the agreement. The agreement provides for an annual base salary of $250,000 and benefits such as vacation, health and insurance, directors’ and officers’ liability insurance and reimbursement of business expenses. Additional compensation is awarded at the discretion of the Board. If Mr. Allen wishes to resign, he is required to provide at least 30 days notice, unless waived by the Company. The Company may at any time, without notice or payment in lieu thereof or termination or severance pay of any kind, terminate Mr. Allen’s employment for cause. In addition, the Company may, at any time and for any reason, terminate Mr. Allen’s employment without cause by paying a lump sum payment equal to six (6) months base salary. In the event of a change of control (as defined in Mr. Allen’s employment agreement) and within twelve (12) months of such change of control a triggering event (as defined in Mr. Allen’s employment agreement) occurs, including an adverse change in his duties, a diminution of title, or other similar events, Mr. Allen will be entitled to a lump sum payment equal to two (2) years base salary from the Company.

Mr. Paulo Santos

The Company entered into an executive employment agreement with Mr. Santos effective February 28, 2023. The agreement is for an indefinite term until terminated in accordance with the terms of the agreement. The agreement provides for an annual base salary of $125,000 and benefits such as vacation, health and insurance, directors’ and officers’ liability insurance and reimbursement of business expenses. Additional compensation is awarded at the discretion of the Board. If Mr. Santos wishes to resign, he is required to provide at least 30 days notice, unless waived by the Company. The Company may at any time, without notice or payment in lieu thereof or termination or severance pay of any kind, terminate Mr. Santos’ employment for cause. In addition, the Company may, at any time and for any reason, terminate Mr. Santos’ employment without cause by paying a lump sum payment equal to six (6) months base salary. In the event of a change of control (as defined in Mr. Santos’ employment agreement) and within twelve (12) months of such change of control a triggering event (as defined in Mr. Santos’ employment agreement) occurs, including an adverse change in his duties, a diminution of title, or other similar events, Mr. Santos will be entitled to a lump sum payment equal to eighteen (18) months of the annual base salary from the Company.

Pension Disclosure

The Company does not have any pension or retirement plan which is applicable to the NEOs or directors. The Company has not provided compensation, monetary or otherwise, to any person who now or previously has acted as an NEO of the Company, in connection with or related to the retirement, termination or resignation of such person, and the Company has provided no compensation to any such person as a result of a change of control of the Company.

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StrikePoint Gold Inc. Remuneration Information 2024

42754_rns_2024-05-06_04e470a2-6571-4d33-be33-d298b10cc078.pdf