Three Sixty Solar Ltd.

STATEMENT OF EXECUTIVE COMPENSATION

For the financial year ended September 30, 2023

This statement of executive compensation for Three Sixty Solar Ltd. (the “ Corporation ”, “ Three Sixty ”, “ we ”, “ us ” and “ our ”), dated as of February 16. 2024, is presented in accordance with National Instrument 51-102 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 2024. 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, 2023.

The following table sets forth all compensation received by individuals who served as an NEO of the Corporation during the most recently completed financial year ended September 30, 2023. 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.

Scott McLeod, Peter G. Sherba, Manavdeep Singh Mukhija, Benjamin Parsons, and former directors, Kyle Stephenson and Robert Laird Birmingham, were directors of the Corporation who were not NEOs during the most recently completed financial year ended September 30, 2023.

Benjamin Parsons was appointed a director of the Corporation on April 19, 2023. Manavdeep Singh Mukhija was appointed a director of the Corporation on July 12, 2023.

Kyle Stephenson served as a director of the Corporation from June 22, 2017 to January 28, 2023. Robert Laird Birmingham served as a director of the Corporation from November 8, 2019 to July 12, 2023.

Compensation Discussion and Analysis

Our Corporation’s Board of Directors (the “ Board ”) 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.

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 employs base compensation and equity participation through its 10% “rolling” stock option plan dated for reference June 14, 2022 (the “ 2022 Option Plan ”) which was adopted by the Corporation’s Board on June 14, 2022, and which became effective concurrently with the listing of the Corporation’s common shares on the NEO Exchange (now operating as the Cboe Canada) (the “ Exchange ”) on June 29, 2022. The 2022 Option Plan was approved by the Corporation’s Shareholders at the Corporation’s November 15, 2022 annual general and special meeting.

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 at the Corporation’s November 15, 2022 annual general and special meeting.

The Corporation’s 2022 Option Plan and the 2022 RSU Plan are the only equity compensation plans that the Corporation had in place at the beginning of the financial year ended September 30, 2023.

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. Equity participation is accomplished through the Corporation’s 2022 Option Plan and 2022 RSU Plan.

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 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 emphasizes 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 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;
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(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.

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, 2023 with the cumulative total return of the S&P/TSX Composite Index. The Common Shares began trading on the 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
$160
$140
$120
$100
$80
$60
$40
$20
$0
Sept 30/17 Sept 30/18 Sept 30/19 Sept 30/20 Sept 30/21 Sept 30/22 Sept 30/23
S&P Three Sixty
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Securities Authorized for Issuance under Equity Compensation Plans

2022 Option Plan (Option-Based Awards)

In connection with the business combination transaction with Liberty One Lithium Corp. and the listing of our Corporation’s Common Shares on the Exchange, we terminated our then-existing 2012 Option Plan dated for reference January 23, 2012, as amended, 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 Exchange. The 2022 Option Plan dated for reference June 14, 2022 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 Exchange. The 2022 Option Plan was adopted by Shareholders at the Corporation’s November 15, 2022 annual general and special meeting. The 2022 Option Plan was filed on SEDAR+ under the Corporation’s corporate profile on November 16, 2022 at www.sedarplus.ca.

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 at September 30, 2023, there were 1,955,000 Options outstanding under the 2022 Option Plan.

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 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 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 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 an Option, subject to prior written approval of the Exchange, if applicable;
changes to the termination provision of an 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 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
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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 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.

2022 RSU Plan (Share-Based Awards)

On October 13, 2022, the Board adopted a new restricted share unit plan (the “ 2022 RSU Plan ”), reserving for issuance, combined with any equity securities granted under all other compensation arrangements adopted by the Corporation, a maximum of 20% of the issued and outstanding Common Shares at the time of grant.

The 2022 RSU Plan dated for reference October 13, 2022 was approved by Shareholders at the Corporation’s November 15, 2022 annual general and special meeting. The 2022 RSU Plan authorizes the Board to grant restricted share units (“ RSUs ”). The 2022 RSU Plan was filed on SEDAR+ under the Corporation’s corporate profile on November 16, 2022 at www.sedarplus.ca .

As at September 30, 2023, there were 280,000 RSUs outstanding under the 2022 RSU Plan.

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.

RSUs are granted by the Board. 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 options 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 proposes to review and approve 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:

Eligibility

RSUs may be granted to any person who is an employee, officer, director, certain consultants 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, 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 excluding security holders that 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.
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Non-Transferability

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

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:

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 employees, management, or consultants.

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.

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Equity Compensation Plan Information

The following table sets forth, as of September 30, 2023, the number of Common Shares underlying Options and Restricted Share Units 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 remaining
Number of securities to be available for future issuance
issued upon exercise of Weighted-average exercise under equity compensation plans
outstanding Options and price of outstanding (excluding securities reflected in
RSUs Options and RSUs column (a))
(a) (b) (c)
Equity compensation plans
approved by securityholders –
1,955,000 Options $0.93 Options 2,523,187 Options
2022 Option Plan
280,000 RSUs N/A RSUs 4,198,187 RSUs
and 2022 Restricted Share Unit
Plan
Equity compensation plans not
N/A N/A N/A
approved by securityholders
Total 1,955,000 Options 2,523,187 Options
280,000 RSUs 4,198,187 RSUs
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Summary Compensation Table

The compensation paid to the NEOs during the Corporation’s three most recently completed financial years ended September 30, 2023, 2022 and 2021, is set out below:

Name			Share-	Option-	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)
and Principal Position	Year1	Salary ($)	based awards ($)	based awards ($)2	Annual incentive plans	Long term incentive plans	All other compensation ($)	Total compensation ($)
Brian P. Roth3 CEO	2023 2022 2021	182,769 193,070 -	- - -	- 82,688 -	- - -	- - -	- - -	182,769 275,758 -
Austin Thornberry4 CFO	2023 2022 2021	35,000 9,000 -	31,000 - -	24,860 41,344 -	- - -	- - -	- - -	90,860 50,344 -
Brad Nichol5 Former President and Former CEO	2023 2022 2021	- 90,000 120,000	- - -	- - -	- - -	- - -	- 152,250 -	- 242,250 120,000
Nathan Steinke6 Former CFO and Former Corporate Secretary	2023 2022 2021	- 108,000 36,000	- - -	- - -	- - -	- - -	- 132,000 -	- 240,000 36,0000

Notes :

Covers the fiscal year December 31, 2021, 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, and the fiscal year ended September 30, 2023.
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
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pricing model, as described in the notes to the Corporation’s audited consolidated financial statement for the year ended September 30, 2023.
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.

Incentive Plan Awards

The outstanding option-based awards (Options) and share-based awards (RSUs) for the NEOs as at September 30, 2023 are presented in the table below.

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Name Option-based Awards Share-based Awards
Number of Option Option Value of Number Market or Market or
securities exercise expiry date unexercised of shares payout payout
underlying price in-the- or units of value of value of
unexercised ($) money shares share- vested
options Options [1] that have based share-
(#) ($) not vested awards based
(#) that have awards
not vested not paid
($) out or
distributed
($)
Brian P. Roth 200,000 1.00 Aug. 9, 2024 Nil - - -
CEO
Austin 100,000 1.00 Aug. 9, 2024 Nil - - -
Thornberry 70,000 0.62 Oct 25, 2024 Nil
CFO
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Note :

The value is the difference between closing price of the Corporation’s Common Shares on the Exchange of $0.205 on September 29, 2023 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 and restricted share unit awards for the NEOs as at September 30, 2023 are presented in the table below.

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Option-based awards – Non-equity incentive
Value vested during the Share-based awards – plan compensation —
year [1] Value vested during the Value earned during the
($) year year
Name ($) ($)
Brian P. Roth, CEO - - -
Austin Thornberry, CFO 24,860 31,000 -
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Note :

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 Company’s audited consolidated financial statements for the year ended September 30, 2023.
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Pension Plan Benefits

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

Benefits and Perquisites

The Corporation does not, as of the date of this Form, 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 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 to any benefit upon a change of control of the Corporation.

Director Compensation

The Corporation compensates its directors mainly through the issuance of stock options and restricted share units. During the fiscal year ended September 30, 2023, compensation was paid to directors who are not an NEO, is 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 ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)
Peter G. Sherba - - - - - - -
Scott McLeod - 31,000 - - - - 31,000
Benjamin Parsons1 - - 24,007 - - - 24,007
Manavdeep Singh Mukhija2	-	-	17,985	-	-	-	17,985

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Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)	Name Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensa- tion ($) Pension value ($) All other compensa- tion ($) Total ($)
Kyle Stephenson3 former Director - - - - - - -
Robert L. Birmingham4 former Director	-	-	-	-	-	-	-

Notes:

Mr. Parsons was appointed a director of the Corporation on April 19, 2023
Mr. Mukhija was appointed a director of the Corporation on July 12, 2023.
Mr. Stephenson resigned as a director of the Corporation on January 18, 2023.
Mr. Birmingham resigned as a director of the Corporation on July 12, 2023.

Incentive Plan Awards – Directors

During fiscal year ended September 30, 2023, the outstanding option-based awards and restricted share units held by directors who are not an NEO, is set out in the following table:

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Option-based Awards Share-based Awards
Market or
Market or payout
payout value of
Number value of vested
Number of Value of of shares share- share-
securities unexercised or units of based based
underlying Option in-the- shares awards awards not
unexercised exercise money that have that have paid out or
options price Option options [1] not vested not vested distributed
Name (#) ($) expiry date ($) (#) ($) ($)
Peter G. 50,000 1.00 Aug. 9, 2024 - - - -
Sherba
Scott 100,000 1.00 Aug. 9, 2024 - - - -
McLeod
Benjamin 50,000 1.00 Apr 19, 2025 - - - -
Parsons
Manavdeep 50,000 1.00 Jul 12, 2025 - - - -
Singh
Mukhija
Kyle - - - - - - -
Stephenson [2]
former
Director
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					Share-based Awards	Share-based Awards	Share-based Awards
		Option-based Awards
Name	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 ($)	Market or payout value of vested share- based awards not paid out or distributed ($)
Robert L. Birmingham3 former Director	60,000	1.00	Aug.9, 2024	-	-	-	-

Notes:

The value is the difference between closing price of the Corporation’s Common Shares on the Exchange of $0.205 on September 29, 2023 and the exercise price of the applicable options.
Mr. Stephenson resigned as a director of the Corporation on January 18, 2023. Mr. Stephenson’s Options expired 90 days following his resignation on April 18, 2023.
Mr. Birmingham resigned as a director of the Corporation on July 12, 2023. Mr. Birmingham’s Options expired 90 days following his resignation on October 12, 2023.

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

During fiscal year ended September 30, 2023, the value vested or earned from incentive plan awards and restricted share unit awards for directors who are not an NEO, is set out in the following table:

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Non-equity incentive
Option-based awards – Share-based awards – plan compensation —
Value vested during the Value vested during the Value earned during the
year [1] year year
Name ($) ($) ($)
Peter G. Sherba - - -
Scott McLeod - 31,000 -
Benjamin Parsons 24,007 - -
Manavdeep Singh 17,985 - -
Mukhija
Patrick Whibley - - -
former Director
Kyle Stephenson - - -
former Director
Robert L. Birmingham - - -
former Director
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Note:

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 Company’s audited consolidated financial statements for the year ended September 30, 2023.
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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 services including committee participation and/or special assignments.

Except for the stock option and restricted share unit 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 our directors or executive officers.

Indebtedness of Directors and Executive Officers

No directors or executive officers of the Corporation were indebted to the Corporation as at financial year ended September 30, 2023.

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 any associate or affiliate of any informed person had any interest in any transaction which has materially affected or would materially affect the Corporation during the year ended September 30, 2023, 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 executive officers of the Corporation.

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Three Sixty Solar Ltd. — Remuneration Information 2024

42916_rns_2024-02-16_1927dc55-cbda-4d2f-923d-ea5471f95f51.pdf