THEMAC Resources Group Limited

1500 - 409 Granville Street Vancouver, B.C. V6C 1T2 Telephone: 505 382-5770 Fax: 604-608-9023

Form 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUERS (for financial year ended June 30, 2021)

GENERAL

The following information, dated December 15, 2021 is provided as required under Form 51-102F6V – Statement of Executive Compensation , for Venture Issuers (the “ Form ”), as such term is defined in National Instrument 51-102.

For the purposes of this Form:

“ Corporation ” means THEMAC Resources Group Limited;

“ 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 Corporation or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries;

“ named executive officer ” or “ NEO ” means each of the following individuals:

(a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;
(b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;
(c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000;
(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

During financial years ended June 30, 2021, based on the definition above, the NEOs of the Corporation were: Andrew Maloney, Chief Executive Officer and Director, Mark McIntosh, Chief Financial Officer and Jeffrey Smith, Chief Operating Officer. The Directors of the Corporation who were not NEOs during the financial year ended June 30, 2021 were Kevin William Maloney, Barrett Sleeman, Joel D. Schneyer and Deborah Peacock.

During financial years ended June 30, 2020 and 2019, based on the definition above, the NEOs of the Corporation were: Andrew Maloney, Chief Executive Officer and Director, Mark McIntosh, Chief Financial Officer and Jeffrey Smith, Chief Operating Officer. The Directors of the Corporation who were not NEOs during the financial year ended June 30, 2020 and 2019 were Kevin William Maloney, Barrett Sleeman, Joel D. Schneyer and Deborah Peacock.

Director and NEO Compensation, Excluding Options and Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Corporation to NEOs and directors of the Corporation who were not NEOs for

the three completed financial years ended June 30, 2021, 2020 and 2019. Options and compensation securities are disclosed under the heading “ Stock Options and Other Compensation Plans ” in this Form.

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Table of compensation excluding compensation securities
Name and position Year Salary, Bonus [1] Committee Value of Value of all Total
consulting fee, ($) or perquisites other Compensation
retainer or meeting fees ($) compensation [2] ($)
commission ($) ($)
($)
2021 Nil Nil Nil Nil 55,000 55,000
Andrew Maloney
CEO and Director 2020 Nil Nil Nil Nil 55,000 55,000
2019 178,464 Nil Nil Nil 55,000 233,464
2021 Nil Nil Nil Nil Nil Nil
Mark McIntosh
2020 Nil Nil Nil Nil Nil Nil
CFO
2019 Nil Nil Nil Nil Nil Nil
2021 330,313 Nil Nil Nil Nil 330,313
Jeffrey Smith
COO 2020 345,609 Nil Nil Nil Nil 345,609
2019 340,880 Nil Nil Nil Nil 340,880
Kevin William 2021 Nil Nil Nil Nil 80,000 80,000
2020 Nil Nil Nil Nil 80,000 80,000
Maloney
Director 2019 Nil Nil Nil Nil 80,000 80,000
Barrett Sleeman 2021 Nil Nil Nil Nil 50,000 50,000
Director 2020 Nil Nil Nil Nil 50,000 50,000
2019 Nil Nil Nil Nil 50,000 50,000
2021 Nil Nil Nil Nil 70,000 70,000
Joel D. Schneyer
Director 2020 Nil Nil Nil Nil 70,000 70,000
2019 Nil Nil Nil Nil 70,000 70,000
Deborah Peacock 2021 Nil Nil Nil Nil 60,000 60,000
Director 2020 Nil Nil Nil Nil 60,000 60,000
2019 Nil Nil Nil Nil 60,000 60,000
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Notes:

(1) Bonus payments are made at the discretion of the Board of Directors. Timing and form of the payment of these bonuses is subject to the board’s discretion. The form and timing is being designed to reflect the Company’s financial capacity and longterm incentive nature of the compensation.

(2) Includes directors’ fees paid or accrued to the members of the Board of Directors.

Stock Options and Oher Compensation Plans

Stock Option Plan (Option-Based Awards)

The Corporation has in place a fixed option plan (the “Option Plan”) dated for reference December 3, 2014 and previously approved by Shareholders. The Option Plan is a “fixed” plan pursuant to which the Corporation reserves up to 15,880,024 Shares for issuance upon exercise of options. Options can be granted for a term not to exceed ten years.

The process by which the Board grants option-based awards to executive officers is:

(a) The Compensation Committee recommends base salaries and stock option grants to the Board based on such criteria as performance, previous grants and hiring incentives. The Board approves base salaries and stock options at the same time to facilitate consideration of target direct compensation to executive officers. Additional options may be granted as options are replenished within the Option Plan.

(b) Options are granted at other times of the year to individuals commencing employment with the Corporation.

The foregoing summary of the Option Plan is not complete and is qualified in its entirety by reference to the Option Plan, which is available on the Corporation’s SEDAR profile page at www.sedar.com.

Stock Options and other Compensation Securities

The Following table sets forth incentive stock options (option-based awards) granted to the NEOs, and Directors pursuant to the Option Plan during the financial year ended June 30, 2021.

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Compensation Securities
Closing
Number of price of Closing
compensation security or price of
securities, Issue, underlying security or
number of conversion or security on underlying
Name Type of underlying Date of exercise date of security at
and compensation securities, and Issue or price grant year end Expiry
Position security percentage of class Grant ($) ($) ($) date
N/A Nil N/A N/A N/A N/A N/A
Andrew Maloney [1]
CEO and Director
N/A Nil N/A N/A N/A N/A N/A
Mark McIntosh [2]
CFO
N/A Nil N/A N/A N/A N/A N/A
Jeffrey Smith [3]
COO
N/A Nil N/A N/A N/A N/A N/A
Kevin William
Maloney [4]
Director
N/A Nil N/A N/A N/A N/A N/A
Barrett Sleeman [5]
Director
N/A Nil N/A N/A N/A N/A N/A
Joel D. Schneyer [6]
Director
N/A Nil N/A N/A N/A N/A N/A
Deborah Peacock [7]
Director
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Notes:

(1) Andrew Maloney holds options to purchase 4,053,514 Shares at an exercise price of $0.05 per Share expiring August 22, 2022 and options to purchase 500,000 Shares at an exercise price of $0.05 per Share expiring September 12, 2022.
(2) Mark McIntosh holds options to purchase 500,000 Shares at an exercise price of $0.05 per Share expiring September 12, 2022.

(3) Jeffrey Smith holds options to purchase 4,520,441 Shares at an exercise price of $0.05 per Share expiring August 22, 2022.

(4) Kevin Maloney holds options to purchase 500,000 Shares at an exercise price of $0.05 per Share expiring September 12, 2022.
(5) Barrett Sleeman holds options to purchase 500,000 Shares at an exercise price of $0.05 per Share expiring September 12, 2022.

(6) Joel Schneyer holds options to purchase 500,000 Shares at an exercise price of $0.05 per Share expiring September 12, 2022.

(7) Deborah Peacock holds options to purchase 500,000 Shares at an exercise price of $0.05 per Share expiring September 12, 2022.

Exercise of Compensation Securities by Directors and NEOs

There were no options exercised by an NEO or a director of the Corporation who was not an NEO of the Corporation during the financial year ended June 30, 2021.

Employment, consulting and management agreements

The Corporation had no agreements with its NEOs concerning severance payments of cash or equity compensation as a result of termination of their arrangement with the Corporation or as a result of a change of control of the Corporation.

Oversight and Description of Director and NEO Compensation

The Board has a Compensation Committee and the responsibilities relating to executive and director compensation, including reviewing and recommending director compensation, overseeing the Corporation’s base compensation structure and equity-based compensation program, recommending compensation of the Corporation’s officers and employees, and evaluating the performance of officers generally and in light of annual goals and objectives, are performed by the Compensation Committee.

The Compensation Committee also assumes responsibility for reviewing and monitoring the long-range compensation strategy for the Corporation’s senior management. The Compensation Committee reviews the compensation of senior management on an annual basis taking into account compensation paid by other issuers of similar size and activity.

Philosophy and Objectives

The Corporation is a small, junior resource Corporation with limited resources. The compensation program for the senior management of the Corporation is designed within this context with a view that the level and form of compensation achieves certain objectives, including:

(a) attracting and retaining qualified executives;
(b) motivating the short and long-term performance of these executives; and
(c) better aligning their interests with those of the Corporation’s shareholders.

In compensating its senior management, the Corporation has employed a combination of base salary and equity participation through its share option plan. Recommendations for senior management compensation are presented to the Board for review.

Base Salary

In the Board’s view, paying base salaries which are reasonable in relation to the level of service expected while remaining competitive in the markets in which the Corporation operates is a first step to attracting and retaining qualified and effective executives.

Bonus Incentive Compensation

The Corporation’s objective is to achieve certain strategic objectives and milestones. The Board will consider executive bonus compensation dependent upon the Corporation meeting those strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses. The Board approves executive bonus compensation dependent upon compensation levels based on recommendations of the Compensation Committee. Such recommendations are generally based information provided by issuers that are similar in size and scope to the Corporation’s operations.

Equity Participation

The Corporation believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Corporation’s share option plan. Options are granted to executives and employees taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. The amounts and terms of options granted are determined by the Board based on recommendations put forward by the Compensation Committee. Due to the Corporation’s limited financial resources, the Corporation emphasises the provisions of option grants to maintain executive motivation.

Compensation Review Process

Compensation for each of the Board members and each of the NEOs is approved by the Board as a whole. Base cash compensation and variable cash compensation levels are based, in part, on market survey data provided to the Board by independent consultants.

Benefits and Perquisites

The Corporation’s NEOs are not generally entitled to significant perquisites or other personal benefits not offered to the Corporation’s other employees.

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

Pension Disclosure

The Corporation does not have a pension plan and does not pay pension benefits to any of its NEOs.

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THEMAC Resources Group Limited Remuneration Information 2021

44400_rns_2021-12-16_a57c55ca-f50c-4e6b-8121-93db1a2bc665.pdf