Three Sixty Solar Ltd.

STATEMENT OF EXECUTIVE COMPENSATION

For the financial year ended September 30, 2022

This statement of executive compensation for Three Sixty Solar Ltd. (the “ Corporation ”, “ Three Sixty ”, “ we ”, “ us ” and “ our ”), dated as of June 2, 2023, is presented in accordance with National Instrument 51102 Continuous Disclosure Obligations and Form 51-102F6 – Statement of Executive Compensation .

This statement of executive compensation will be included in Three Sixty’s information circular to be mailed to its shareholders in connection with its annual meeting of shareholders to be held in 2023. Unless otherwise indicated, all references to “$” or “dollars” in this statement of executive compensation refer to Canadian dollars.

Named Executive Officers

In this section, “Named Executive Officer” (or “ NEO ”) means each of the following individuals:

(a) the Chief Executive Officer (“ CEO ”);
(b) the Chief Financial Officer (“ CFO ”);
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at September 30, 2022.

The following table sets forth all compensation received by individuals who served as a NEO of the Corporation during the most recently completed financial year ended September 30, 2022. NEOs are executive officers of the Corporation including: the CEO or CFO of the Corporation at any time during the financial year, and the three most highly compensated executive officers or senior management, other than the CEO and CFO, of the Corporation who received salary and or bonuses from the Corporation in excess of, in aggregate, $150,000. Brian Roth, CEO; Brad Nichol, the former President and CEO, Austin Thornberry, CFO and Nathan Steinke, Former CFO and Corporate Secretary, are each a NEO of the Corporation for purposes of the following disclosure.

Compensation Discussion and Analysis

Our Corporation’s Board of Directors has not appointed 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, employees, and consultants and evaluating the performance of officers generally and in light of annual goals and objectives, is performed by the Board as a whole.

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

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The Board has not considered the implications of the risks associated with the Corporation’s compensation program. The Corporation intends to continue to formalize its compensation policies and practices and take into consideration the implications of the risks associated with the Corporation’s compensation program and how it might mitigate those risks.

Philosophy and Objectives

The Corporation is a small, solar energy company 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 historically employed a combination of base compensation and equity participation through its share option plans, the most recent of which (the “ 2022 Option Plan ”) was adopted by the Board on June 14, 2022, and became effective concurrently with the listing of the Corporation’s common shares on the NEO Exchange on June 29, 2022. The 2022 Option Plan, which replaced the Corporation’s then-existing stock option plan dated for reference January 23, 2012, as amended (the “ 2012 Option Plan ”), was approved by the Corporation’s Shareholders at the Annual General and Special Meeting of Shareholders held on November 15, 2022.

The 2012 Option Plan was the only equity compensation plan that the Corporation had in place at the beginning of the financial year ended September 30, 2022.

Base Compensation

In the Board’s view, paying base compensation 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 CEO. Such recommendations are generally based on information provided by issuers that are similar in size and scope to the Corporation’s operations.

Equity Participation

The Board believes that encouraging its executives, employees, and consultants to become Shareholders is the best way of aligning their interests with those of its Shareholders. Historically, equity participation is accomplished through the Corporation’s 2022 Option Plan and its predecessor stock option plans. On October 13, 2022, the Board adopted a new restricted share unit plan (the “ 2022 RSU Plan ”), which became effective upon receipt of Shareholder approval of the 2022 RSU Plan at the Annual General and Special Meeting of Shareholders held on November 15, 2022.

Equity awards are granted to executives and employees taking into account a number of factors, including the amount and term of awards previously granted, base salary and bonuses and competitive factors. The

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amounts and terms of awards granted are determined by the Board based on recommendations put forward by the CEO. Due to the Corporation’s limited financial resources, the Board emphasises the provision equity award grants to maintain executive motivation.

Compensation Review Process

Risks Associated with the Corporation’s Compensation Practices

The Board has not proceeded to a formal evaluation of the implications of risks associated with the Corporation’s compensation policies and practices. The Board reviews the risks at least once annually, if any, associated with the Corporation’s compensation policies and practices at such time.

Executive compensation is comprised of short-term compensation in the form of a base compensation and long-term ownership through the Corporation’s 2022 Option Plan and the 2022 RSU Plan. This structure ensures that a significant portion of executive compensation (equity awards) is both long-term and “at risk” and, accordingly, is directly linked to the achievement of business results and the creation of long-term Shareholder value. As the benefits of such compensation, if any, are not realized by officers until a significant period of time has passed, the ability of officers to take inappropriate or excessive risks that are beneficial to their compensation at the expense of the Corporation and the Shareholders is extremely limited. Furthermore, the short-term component of the executive compensation represents a relatively small part of the total compensation. As a result, it is unlikely that an officer would take inappropriate or excessive risks at the expense of the Corporation or the Shareholders that would be beneficial to their short-term compensation when their long-term compensation might be put at risk from their actions.

Due to the small size of the Corporation and the current level of the Corporation’s activity, the Board is able to closely monitor and consider any risks which may be associated with the Corporation’s compensation policies and practices. Risks, if any, may be identified and mitigated through regular meetings of the Board during which financial and other information of the Corporation are reviewed. No risks have been identified arising from the Corporation’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Corporation.

Base Salary or Consulting Fees

Base salary ranges for the executive officers were initially determined upon a review of companies within the solar energy industry, which were of the same size as the Corporation, at the same stage of development as the Corporation and considered comparable to the Corporation.

In determining the base salary of an executive officer, the Board considers the following factors:

(a) the particular responsibilities related to the position;
(b) salaries paid by other companies in the solar energy industry which were similar in size as the Corporation;
(c) the experience level of the executive officer;
(d) the amount of time and commitment which the executive officer devotes to the Corporation; and
(e) the executive officer’s overall performance and performance in relation to the achievement of corporate milestones and objectives.

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Performance Graph

The following graph compares the total cumulative return to a Shareholder who invested $100 in Common Shares of the Corporation on September 30, 2017 to the year end of September 30, 2022 with the cumulative total return of the S&P/TSX Composite Index. The Common Shares began trading on the NEO Exchange on August 15, 2022 and prior to that traded on the TSX Venture Exchange.

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S&P vs Three Sixty stock price
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Securities Authorized for Issuance under Equity Compensation Plans

In connection with the business combination transaction with Liberty One Lithium Corp. and the listing of our Corporation’s Common Shares on the NEO Exchange, we terminated our then-existing 2012 Option Plan and adopted a new form of 10% “rolling” stock option plan, the 2022 Option Plan, effective as of June 29, 2022 (being the date on which the Common Shares were listed for trading on the NEO Exchange. The 2022 Option Plan was adopted to comply with Canadian regulatory standards prescribed for issuers listed on senior stock exchanges in Canada (being the Toronto Stock Exchange and the NEO Exchange).

The purpose of the 2022 Option Plan is to encourage and enable certain eligible persons to participate in the success of the Corporation, thereby advancing the interests of the Corporation and its affiliates by, among other things, attracting, rewarding and retaining highly competent persons as directors, officers, employees and consultants of the Corporation, that will contribute to the Corporation’s long-range success, and providing additional incentives to such persons by aligning their interests with those of the Shareholders of the Corporation.

The 2022 Option Plan provides for the grant of options to acquire common shares (each, an “ Option ”). All Options will be evidenced by an agreement or other instrument or document evidencing the Options granted under the 2022 Option Plan. The date of grant, the number of Common Shares, the vesting period and any other terms and conditions of Options granted pursuant to the 2022 Option Plan are to be determined by Board, subject to the express provisions of the 2022 Option Plan and the applicable option agreement.

As of the date of this statement of executive compensation, there are 2,130,000 Options outstanding under the 2022 Option Plan.

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Material Terms of the 2022 Option Plan

Administration of the 2022 Option Plan

The Board is responsible for the general administration of the 2022 Option Plan and the proper execution of its provisions, the interpretation of the 2022 Option Plan, and the determination of all questions arising hereunder.

Without limiting the generality of the foregoing, the Board has the power to:

(a) allot Common Shares for issuance in connection with the exercise of Options;
(b) grant Options;
(c) subject to any necessary Regulatory Approval (as defined in the 2022 Option Plan), amend, suspend, terminate or discontinue the 2022 Option Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the 2022 Option Plan will, without the prior written consent of all optionees, alter or impair any Option previously granted under the 2022 Option Plan unless the alteration or impairment occurred as a result of a change in the NEO Exchange Listing Manual; and
(d) delegate all or such portion of its powers under the 2022 Option 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 the 2022 Option Plan so delegated to the same extent as the Board is hereby authorized so to do.

Eligibility

The 2022 Option Plan authorizes the Board to grant Options to directors, officers and employees of, and certain consultants engaged by, the Corporation or any its affiliated entities (collectively, “ Service Providers ”), and to companies that are wholly-owned by one or more Service Providers or their respective affiliates. Options may also be granted to employees of any entity providing management services to the Corporation which are required for the ongoing successful operation of the business enterprise of the Corporation.

Common Shares Available for Issuance

The maximum aggregate number of Common Shares that may be reserved for issuance under the 2022 Option Plan at any point in time is 10% of the outstanding Common Shares at the time such Common Shares are reserved for issuance as a result of the grant of a Option, less any Common Shares reserved for issuance under share options granted under Share Compensation Arrangements (as defined in the 2022 Option Plan) other than the 2022 Option Plan, unless the 2022 Option Plan is amended pursuant to the requirements of the NEO Exchange. If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Common Shares in respect of such expired or terminated Option will again be available for the purposes of granting Options pursuant to the 2022 Option Plan. The Board may at any time increase the number of Common Shares available for issue under the 2022 Option Plan, subject to compliance with any applicable regulatory rules.

Change of Control

In the event of a change of control, the Board will have the authority to undertake the following (i) to the extent that such Options are subject to vesting, to cause such Options to be deemed to have immediately

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vested upon the occurrence of the change of control, (ii) to cause such Options to terminate upon the occurrence of the change of control, provided that the Corporation has given holders of the Options at least ten days advance written notice of such change of control during which period the holder will have the opportunity to exercise the Options, or (iii) to cause the Options to be exchanged for incentive stock options of such resulting issuer upon the occurrence of the change of control at such ratio and adjusted exercise price as the Board considers appropriate, acting reasonably.

Non-Transferability

Except as set out in the 2022 Option Plan, Options are not transferrable or assignable and Options may be exercised only by the person to whom the Options were granted. In the case of the death of a holder of Options, any vested Options will become exercisable by such holder’s lawful representatives, heirs or executors until the earlier of one year after the date of such holder’s death and the date of expiration of the term otherwise applicable to such Options.

Amendment

The 2022 Option Plan contains a formal amendment procedure. The Board may amend certain terms of the 2022 Option Plan without requiring the approval of the Shareholders of the Corporation, unless specifically required by any exchange. Amendments not requiring Shareholder approval include:

amendments which are of a typographical, grammatical or clerical nature only;
amendments of a housekeeping nature;
changes to the vesting provisions of a Option, subject to prior written approval of the NEO Exchange, if applicable;
changes to the termination provision of a Option which does not entail an extension beyond the lesser of the original expiry date of such Option, or 12 months from termination;
amendments necessary as a result in changes in securities laws or any requested changes by the NEO Exchange;
if the Corporation becomes listed or quoted on another stock exchange, it may make such amendments as may be required by the policies of such stock exchange or stock market; and
amendments which reduce, and do not increase, the benefits of the 2022 Option Plan to Service Providers.
Shareholder approval will be required prior to any of the following actions becoming effective:
the 2022 Option Plan, together with all of the Corporation’s other previous Share Compensation Arrangements, could result at any time in:
the aggregate number of Common Shares reserved for issuance under Options granted to Insiders exceeding 10% of the outstanding Common Shares in the event that the 2022 Option Plan is amended to reserve for issuance more than 10% of the outstanding Common Shares;
the number of Common Shares issued under the 2022 Option Plan issued to Insiders within a one-year period exceeding 10% of the outstanding Issuer Option Shares (as defined in the 2022 Option Plan) in the event that the 2022 Option Plan

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is amended to reserve for issuance more than 10% of the outstanding Common Shares; or

the issuance to any one person, within a 12-month period, of a number of Common Shares exceeding 5% of the outstanding Common Shares; or
any reduction in the exercise price of an Option previously granted to an Insider.

For these purposes, an “Insider” (as defined under applicable Canadian securities laws) would generally include directors and officers of the Corporation, as well as any person who has beneficial ownership of, and/or control or direction over, more than 10% of the Common Shares.

2012 Option Plan

The 2012 Option Plan was a “rolling” share option plan that was originally approved for adoption by the Corporation’s Shareholders at the annual general and special meeting of Shareholders held on January 23, 2012.

A number of Common Shares equal to ten (10%) percent of the issued and outstanding Common Shares in the capital stock of the Corporation from time to time were reserved for the issuance of Options pursuant to the 2012 Option Plan.

The 2012 Option Plan was established to provide incentive to qualified parties to increase their proprietary interest in the Corporation and thereby encourage their continuing association with the Corporation.

The 2012 Option Plan provided that Options could be issued to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation (collectively, “ Service Providers ”).

As of the date of this statement of executive compensation, there are no Options outstanding under the 2012 Option Plan, which has been superseded by the 2022 Option Plan.

Material Terms to the Option Plan

The following is a summary of the material terms of the 2012 Option Plan:

Persons who were Service Providers to the Corporation or its affiliates, or who were providing services to the Corporation or its affiliates, were eligible to receive grants of Options under the 2012 Option Plan;
Options granted under the Option Plan were non-assignable and non-transferable and were issuable for a period of up to 10 years;
If an Optionee died, any vested Option held by him or her at the date of death would become exercisable 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 date of expiration of the term otherwise applicable to such Option;
An Option granted to any Service Provider would expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option), after the date the Optionee ceases to be employed by or provide services to the Corporation, but only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Corporation;

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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, would immediately terminate without right to exercise same;
The exercise price of each option was set by the Board on the effective date of the Option and would not be less than the Discounted Market Price (as defined in the 2012 Option Plan);
Vesting of Options were at the discretion of the Board, and generally would be subject to: (i) the Service Provider remaining employed by or continuing to provide services to the Corporation or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which could be defined by the Board from time to time, or receiving a satisfactory performance review by the Corporation or its affiliates during the vesting period; or (ii) the Service Provider remaining as a Director of the Corporation or its affiliates during the vesting period; and
The Board reserved the right in its absolute discretion to amend, suspend, terminate or discontinue the Option Plan with respect to all Options which had not yet been granted under the Option Plan.

2022 RSU Plan

The 2022 RSU Plan authorizes the Board to grant RSUs. In monitoring or adjusting the RSU allotments, the Board takes into account its own observations on individual performance (where possible) and its assessment of individual contribution to Shareholder value, previous Option grants and the objectives set for the Corporation. The scale of grants is generally commensurate to the appropriate level of base compensation for each level of responsibility.

In addition to determining the number of RSUs to be granted pursuant to the methodology outlined above, the Board also makes the following determinations:

parties who are entitled to participate in the 2022 RSU plan;
the date on which each RSU is granted;
the vesting period, if any, for each RSU;
the other material terms and conditions of each RSU grant; and
any re-pricing or amendment to an RSU grant.

The Board makes these determinations subject to and in accordance with the provisions of the 2022 RSU Plan.

The Board reviews and approves grants of RSUs on an annual basis and periodically during a financial year.

Material Terms of the 2022 RSU Plan

The following is a summary of the material terms of the 2022 RSU Plan:

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Eligibility

RSUs may be granted to any person who is an employee, officer or director of the Corporation or an entity controlled by the Corporation (a “ Related Entity ”), certain consultants engaged by the Corporation or any Related Entity, and individuals employed by a corporation providing management services to the Corporation which are required for the ongoing successful operation of the business enterprise of the Corporation (but excluding a person engaged in investor relations activities).

Common Shares Available for Issuance

The Corporation has reserved for issuance a maximum of 20% of the issued and outstanding Common Shares at the time of grant, combined with any equity securities granted under all other compensation arrangements adopted by the Corporation, including the 2022 Option Plan.

Required Approvals

Approval by Shareholders (other than Shareholders who would receive, or would be eligible to receive, a material benefit resulting from the following actions), must all be obtained for any grants to a Related Person (as such term is defined in the policies of any applicable exchange) if, after the grant:

the total number of Common Shares (either issued directly or issuable on exercise of RSUs) or the number of securities, calculated on a fully diluted basis, reserved for issuance under RSUs granted to:
Related Persons, exceeds 10% of the outstanding securities of the Corporation; or
a Related Person and the associates of the Related Person, exceeds 5% of the outstanding securities of the Corporation; or
the number of securities, calculated on a fully diluted basis, issued within 12 months to:
Related Persons, exceeds 10% of the outstanding securities of the Corporation; or
a Related Person and the associates of the Related Person, exceeds 5% of the outstanding securities of the Corporation.

Non-Transferability

RSUs may not be assigned or transferred; provided, however, that if the holder of RSUs dies, the legal representatives of the holder will be entitled to receive the amount of any payment otherwise payable to the holder.

Amendment

Subject to any required approvals of any applicable stock exchange, the Board may amend, suspend or terminate the 2022 RSU Plan or any portion thereof at any time, but an amendment may not be made without Shareholder approval if such approval is necessary to comply with any applicable regulatory requirement. Further, subject to any required approvals of any other applicable stock exchange, the Board may not do any of the following without obtaining, within 12 months either before or after the Board’s adoption of a resolution authorizing such action, Shareholder approval, and, where required, approval by disinterested Shareholders, or by the written consent of the holders of a majority of the securities of the Corporation entitled to vote:

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increase the aggregate number of Common Shares which may be issued under the 2022 RSU Plan;
materially modify the requirements as to the eligibility for participation in the 2022 RSU Plan that would have the potential of broadening or increasing insider participation;
add any form of financial assistance or any amendment to a financial assistance provision which is more favourable to participants under the 2022 RSU Plan;
add a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the 2022 RSU Plan reserve; and
materially increase the benefits accruing to participants under the 2022 RSU Plan.

However, the Board may amend the terms of the 2022 RSU Plan to comply with the requirements of any applicable regulatory authority without obtaining Shareholder approval, including:

amendments to the 2022 RSU Plan of a housekeeping nature;
change the vesting provisions of an RSU granted under the 2022 RSU Plan, if applicable;
change to the vesting provisions of a security or the 2022 RSU Plan;
change to the termination provisions of a security or the 2022 RSU Plan that does not entail an extension beyond the original expiry date;
make such amendments to the 2022 RSU Plan as are necessary or desirable to reflect changes to securities laws applicable to the Corporation;
make such amendments as may otherwise be permitted by regulatory authorities; and
amend the 2022 Option Plan to reduce the benefits that may be granted to eligible participants.

Term

A holder of RSUs may elect to have Common Shares issued pursuant at any time and from time to time from and including the date RSUs vest through to the date that is the earlier of (i) five (5) years from the date of vesting, and (ii) ten (10) years from the date the RSUs were granted.

Equity Compensation Plan Information

The following table sets forth, as of September 30, 2022, the number of Common Shares underlying Options outstanding, and the number of Common Shares remaining available for future issuance, under equity compensation plans of the Corporation.

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	Number of securities to be issued upon exercise of outstanding Options and RSUs	Weighted-average exercise price of outstanding Options and RSUs	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
	(a)	(b)	(c)
Equity compensation plans approved bysecurityholders	1,730,000	1.087	678,473
Equity compensation plans not approved bysecurityholders	N/A	Nil	Nil
Total	1,730,000		678,473

Summary Compensation Table

The compensation paid to the NEOs during the Corporation’s three most recently completed financial years ended September 30, 2022, 2021 and 2020, is set out below:

Name and Principal Position	Year1	Salary ($)	Share- based awards ($)	Option- based awards ($)2	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	Long term incentive plans
Brian P. Roth3 CEO	2022 2021 2020	193,070 - -	- - -	82,688 - -	- - -	- - -	- - -	275,758 - -
Austin Thornberry4 CFO	2022 2021 2020	9,000 - -	- - -	41,344 - -	- - -	- - -	- - -	50,344 - -
Brad Nichol5 Former President and Former CEO	2022 2021 2020	90,000 120,000 120,000	- - -	- - -	- - -	- - -	152,250 - -	242,250 120,000 120,000
Nathan Steinke6 Former CFO and Former Corporate Secretary	2022 2021 2020	108,000 36,000 144,000	- - -	- - -	- - -	- - -	132,000 - -	240,000 36,0000 144,000

Notes:

Covers the fiscal years ended December 31, 2021 and 2020, and the transitional nine-month period ended September 30, 2022, given the change of fiscal year end from December 31 to September 30 upon completion of a business combination transaction with Liberty One Lithium Corp.
Option-based awards represent the fair value of stock options granted and awarded in the year under our 2022 Option Plan and our 2012 Option Plan. The fair value of options granted is calculated as of the grant date using the Black-Scholes option pricing model, as described in the notes to the Corporation’s audited consolidated financial statement for the year ended September 30, 2022.
Mr. Roth was appointed to the office of CEO, and as a director of the Corporation, on August 4, 2022. Mr. Roth’s 2022 salary of $193,070 includes $165,070 paid to him as the CEO of the Predecessor Company (as defined below).
Mr. Thornberry was appointed to the office of CFO on August 4, 2022.
Mr. Nichol was appointed to the office of CEO on July 25, 2017. He was elected to the Board on March 15, 2018. Mr. Nichol resigned from both positions effective July 5, 2022.
Mr. Steinke was appointed to the office of CFO on August 15, 2018 and he resigned effective July 5, 2022.

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Incentive Plan Awards

The outstanding option-based awards for the NEOs as at September 30, 2022 are presented in the table below:

Name	Option-based Awards	Option-based Awards	Option-based Awards	Option-based Awards	Share-based Awards	Share-based Awards	Share-based Awards

	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiry date	Value of unexercised in-the- money Options1 ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share- based awards not paid out or distributed ($)
Brian P. Roth CEO	200,000	1.00	Aug. 9, 2024	Nil	-	-	-
Austin Thornberry CFO	100,000	1.00	Aug. 9, 2024	Nil	-	-	-

Note:

The value is the difference between closing price of the Corporation’s Common Shares on the NEO Exchange of $0.65 on September 30, 2022 and the exercise price of the applicable options.

Incentive Plan Awards – value vested or earned during the year

The value vested or earned from incentive plan awards during the year for NEOs was as follows:

Option-based awards – Value vested during the year1 ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation — Value earned during the year ($)
-	-	-
-	-	-

Note:

The value is the difference between closing price of the Corporation’s Common Shares on the NEO Exchange on the date the applicable options vested and the exercise price of the applicable options.

Pension Plan Benefits

The Corporation does not have any pension plans for its directors, officers or employees.

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Benefits and Perquisites

The Corporation does not, as of the date of this prospectus, offer any material benefits or perquisites to its NEOs other than potential grants of Options and RSUs, and as otherwise disclosed and discussed herein

Termination of Employment, Change of Control Benefits and Employment Contracts

Three Sixty Solar Ltd. (the “ Predecessor Company ”), the private company which amalgamated with 1345100 B.C. Ltd. to form the Corporation’s wholly-owned subsidiary, Three Sixty Solar Operations Ltd., entered into an Executive Employment Agreement dated effective July 1, 2021 with Brian Roth, pursuant to which Mr. Roth was retained as the CEO of that company. The agreement sets forth the terms and conditions of Mr. Roth’s employment including a base salary of $180,000 per year plus $35,000 signing bonus, initial equity package and benefits. The agreement includes obligations of Mr. Roth with respect to confidentiality, non-competition and non-solicitation. In the case of termination of Mr. Roth’s employment without just cause, Mr. Roth is entitled to a six month notice period or a payment equal to six months of base salary, in the Predecessor Company’s discretion.

The Corporation has entered into a CFO Consulting Agreement dated August 4, 2022 with Austin Thornberry, pursuant to which Mr. Thornberry has been engaged to provide consulting services as the CFO of the Corporation. The agreement sets forth the terms and conditions of Mr. Thornberry’s engagement including a base fee of $250/hour. The agreement includes obligations of Mr. Thornberry with respect to confidentiality, conflicts of interest and the ownership of intellectual property. In the case of termination of Mr. Thornberry’s engagement without just cause, Mr. Thornberry is entitled to a 30-day notice period or a payment equal to one month of consulting fees, in the Corporation’s discretion.

None of the NEOs is entitled so any benefit upon a change of control of the Corporation.

Director Compensation

The Corporation compensates its directors mainly through the issuance of stock options. During the fiscal year ended September 30 2022, compensation was paid to directors, who are not also a NEO, as set out in the following table:

Name	Fees earned ($)	Share- based awards ($)	Option- based awards ($)	Non- equity incentive plan compensa- tion ($)	Pension value ($)	All other compensa- tion ($)	Total ($)
Kyle Stevenson1	22,000	-	31,008	-	-	-	53,008
Robert L. Birmingham	11,000	-	24,806	-	-	-	35,806
Peter G. Sherba2	-	-	20,672	-	-	-	20,672
Scott McLeod3	-	-	41,344	-	-	-	41,344
Patrick Whibley4	60,000	-	62,016	-	-	-	122,016

Notes:

Mr. Stevenson resigned as a director of the Corporation on January 18, 2023.

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Mr. Sherba was appointed as a director of the Corporation on August 4, 2022.
Mr. McLeod was appointed as a director of the Corporation on August 4, 2022.
Mr. Whibley resigned as a director of the Corporation on August 4, 2022.

Incentive Plan Awards – Directors

The outstanding option-based awards held by directors, who were not also a NEO, as at September 30, 2022 were as follows:

Name					Share-based Awards	Share-based Awards	Share-based Awards
		Option-based Awards
	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiry date	Value of unexercised in-the- money options1 ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share- based awards not paid out or distributed ($)
Kyle Stevenson2	75,000	1.00	Aug. 9, 2024	-	-	-	-
Robert L. Birmingham	60,000	1.00	Aug. 9, 2024	-	-	-	-
Peter G. Sherba3	50,000	1.00	Aug. 9, 2024	-	-	-	-
Scott McLeod4	100,000	1.00	Aug. 9, 2024	-	-	-	-
Patrick Whibley5	150,000	1.00	Aug. 9, 2024	-	-	-	-

Notes:

The value is the difference between closing price of the Corporation’s Common Shares on the NEO Exchange of $0.65 on September 30, 2022 and the exercise price of the applicable options.
Mr. Stevenson resigned as a director of the Corporation on January 18, 2023.
Mr. Sherba was appointed as a director of the Corporation on August 4, 2022.
Mr. McLeod was appointed as a director of the Corporation on August 4, 2022.
Mr. Whibley resigned as a director of the Corporation on August 4, 2022.

Incentive plan awards – value vested or earned during the year – Directors

The value vested or earned from incentive plan awards during the Corporation’s fiscal year ended September 30, 2022 for directors, who were not also a NEO, was as follows:

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Name	Option-based awards – Value vested during the year1 ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation — Value earned during the year ($)
Kyle Stevenson2	-	-	-
Robert L. Birmingham	-	-	-
Peter G. Sherba3	-	-	-
Scott McLeod4	-	-	-
Patrick Whibley5	-	-	-

Notes:

The value is the difference between closing price of the Corporation’s Common Shares on the NEO Exchange on the date the applicable options vested and the exercise price of the applicable options.
Mr. Stevenson resigned as a director of the Corporation on January 18, 2023.
Mr. Sherba was appointed as a director of the Corporation on August 4, 2022.
Mr. McLeod was appointed as a director of the Corporation on August 4, 2022.
Mr. Whibley resigned as a director of the Corporation on August 4, 2022.

Our Board may award special remuneration to any Director undertaking any special services on our behalf other than services ordinarily required of a Director. Other than indicated above no Director received any additional compensation for his or her services including committee participation and/or special assignments.

Except for the stock option and RSU programs discussed above, we have no bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the our directors or Executive Officers.

Indebtedness of Directors and Executive Officers

Other than as set out below, no directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Corporation were indebted to the Corporation as of the end most recently completed financial year or as at the date hereof.

As at September 30, 2022, included in accounts payable and accrued liabilities are: (a) $11,845 (2021 - $45,592) due to Brian Roth, the Chief Executive Officer of the Corporation, which consisted of vacation and expense reimbursement payables; and (b)(i) $2,639 (2021 - $Nil) due to Peter Sherba, a director of the Corporation, and (ii) $Nil (2021 - $45,145) due to a company controlled by Mr. Sherba for expense reimbursements. During year ended September 30, 2021, the company controlled by Mr. Sherba agreed to forgive amounts owing of $188,255.

As at September 30, 2022 included in loans payable is $12,700 (2021 - $12,700) due to Mr. Sherba. The amount is non-interest bearing, unsecured and payable on demand.

As at March 31, 2022, included in accounts payable and accrued liabilities is $9,692 in vacation payable to Mr. Roth. As at March 31, 2023, included in accounts payable and accrued liabilities are: (a) $2,652 in salaries and wages expense payable to Robert Birmingham, a director of the Corporation; (b) $5,345 in salaries and wages expense payable to Kyle Stevenson, a previous director of the Corporation who resigned from the Board of Directors on January 18, 2023; and (c) $Nil (September 30, 2022 - $2,639) in expenses to be reimbursed to Peter Sherba.

As at March 31, 2022 and as at March 31, 2023, the loans payable balance of $12,700 consists solely of a loan due to Peter Sherba. The amount is non-interest bearing, unsecured and payable on demand.

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Interest of Informed Persons in Material Transactions

An informed person is one who, generally speaking, is a director or executive officer or a 10% Shareholder of the Corporation. To the knowledge of management of the Corporation, no informed person or nominee for election as a director of the Corporation or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Corporation during the year ended September 30, 2022, or has any interest in any material transaction in the current year other than as set out herein or as disclosed in other than the payment of compensation to key management personnel of the Corporation in the ordinary course of business. Refer to Note 10 – Related Party Transactions and Balances in our audited annual consolidated financial statements for further information.

Management Contracts

There are no management functions of the Corporation, which are to any substantial degree performed by a person, or Corporation other than the directors or senior officers of the Corporation.

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AI assistant

Three Sixty Solar Ltd. — Remuneration Information 2023

42916_rns_2023-06-02_76cc704a-d096-46c5-859b-17322a6fc23a.pdf