Tower Resources Ltd. — Remuneration Information 2021

Apr 6, 2021

TOWER RESOURCES LTD. (the “Corporation”)

STATEMENT OF EXECUTIVE COMPENSATION

FOR THE FINANCIAL YEAR ENDING OCTOBER 31, 2020

In accordance with the requirements of National Instrument 51‐102 Continuous Disclosure Obligations, the Canadian Securities Administrators have issued guidelines on executive compensation disclosure for venture issuers as set out in Form 51‐102F6V. The objective of the disclosure is to communicate the compensation the Corporation paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year, and the decision‐making process relating to compensation. The disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the Corporation and will help Shareholders understand how decisions about executive compensation are made. The Corporation’s approach to executive compensation is set forth below.

Director and Named Executive Officer Compensation

Executive compensation is required to be disclosed for each (i) Chief Executive Officer (or individual who served in a similar capacity during the most recently completed financial year), (ii) each Chief Financial Officer (or individual who served in a similar capacity during the most recently completed financial year), (iii) the most highly compensated executive officer (other than the Chief Executive Officer and the Chief Financial Officer) who were serving as executive officers at the end of the most recently completed fiscal year whose total compensation was, individually, more than $150,000; and (iv) each individual who would meet the definition set forth in (iii) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year (the " Named Executive Officers " or “ NEO’s ”).

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all compensation paid or accrued, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation or any subsidiary thereof, to each Named Executive Officer and director of the Corporation, for each of the two most recently completed financial years ended October 31, 2020 and 2019.

Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position(1)	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($) (2)	Value of all other compensation ($)(3)	Total compensation ($)
AVERILL, Stuart Independent Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
DHAMI, R. Joe(5) President, Chief Executive Officer and Director	2020	90,000	Nil	Nil	Nil	Nil	90,000
	2019	52,500	Nil	Nil	Nil	Nil	52,500
SHIELDS, Gerald(11) Director and Chairman of the Board	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil

Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position(1)	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($) (2)	Value of all other compensation ($)(3)	Total compensation ($)
BURIANYK, Lesia Chief Financial Officer	2020	24,000	Nil	Nil	Nil	Nil	24,000
	2019	24,000	Nil	Nil	Nil	Nil	24,000
NIKOLAKAKIS, Nicholas(6) Former Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
MACDONALD, Garett(4) Former President, Chief Executive Officer and Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	62,692	Nil	Nil	Nil	Nil	62,692
CLARK, James(7) Independent Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

1. If an individual is an NEO and a director, both positions have been listed. Directors do not receive compensation for acting as directors other than compensation securities; all compensation noted is for serving as an NEO.

2. Includes perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are greater than (a) $15,000, if the NEO or director’s total compensation for the financial year is $150,000 or less; (b) 10% of the NEO or director’s salary for the financial year, if the NEO or director’s total compensation for the financial year is greater than $150,000 but less than $500,000; (c) $50,000, if the NEO or director’s total for the financial year is $500,000 or greater.

3. No form of other compensation paid or payable equals or exceeds 25% of the total value of other compensation paid or payable to the director or Named Executive Officer other than compensation securities.

4. Mr. Macdonald resigned as a director, President and CEO of the Corporation on February 29, 2019

5. Mr. Dhami was appointed President and CEO as well as to the Board of Directors of the Corporation on April 4, 2019.

6. Mr. Nikolakakis resigned as a director of the Corporation on May 31, 2019.

7. Mr. Clark resigned as a director of the Corporation on November 13, 2020.

External Management Companies

Please refer to “Employment, Consulting and Management Agreements” below for disclosure relating to any external management company employing, or retaining individuals, acting as Named Executive Officers of the Corporation, or that provide the Corporation’s executive management services and allocate compensation paid to any Name Executive Officer or director.

Stock Options and Other Compensation Securities

The following table sets forth all compensation securities granted or issued by the Corporation, or any subsidiary thereof, to each director and Named Executive Officer for the most recently completed financial year ended October 31, 2020 for services provided or to be provided, directly or indirectly, to the Corporation or any subsidiary thereof.

Compensation Securities

Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of Compensation security	Number of compensation securities, number of underlying securities(1), and percentage of class	Date of issue or grant(4)	Issue, conversion or exercise price ($)(2)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
DHAMI, R. Joe	Stock Options	850,0003)	July 22, 2020	0.115	0.12	0.095	July 22, 2025
AVERILL, Stuart Director	Stock Options	650,000(3)	July 22, 2020	0.115	0.12	0.095	July 22, 2025
SHIELDS, Gerald Director	Stock Options	150,000(3)	July 22, 2020	0.115	0.12	0.095	July 22, 2025
CLARK, James(5) Director	Stock Options	150,000(3)	July 22, 2020	0.115	0.12	0.095	July 22, 2025
BURIANYK, Lesia Chief Financial Officer	Stock Options	100,000(3)	July 22, 2020	0.115	0.12	0.095	July 22, 2025

Notes:

1. Each compensation security is exercisable into one common share in the capital of the Corporation (a “ Common Share ”).

2. No compensation security has been re‐priced, cancelled, replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year.

3. The compensation securities are subject to vesting provisions with 1/3 vesting on the date of grant and 1/3 vesting every year thereafter for a total of 2 years.

4. All compensation securities issued to directors and NEO’s are subject to a four‐month resale restriction expiring four months and one day from the date of issuance.

5. Mr. Clark resigned as a director of the Corporation on November 13, 2020 and therefore his eligible vested stock options terminated 90 days later on February 11, 2021.

There were no exercises of compensation securities by directors or Named Executive Officers during the most recently completed financial year ended October 31, 2020.

Stock Option Plans and Other Incentive Plans

The following is a summary of the Corporation’s stock option plan (the “ Option Plan ”), which is the only incentive plan in place available to the Named Executive Officers and Directors.

• The number of Common Shares to be reserved and authorized for issuance pursuant to options granted under the Option Plan shall not exceed ten percent (10%) of the total number of issued and outstanding shares in the Corporation.

• Under the Option Plan, the aggregate number of optioned Common Shares granted to any one director or Named Executive Officer, together with all other Common Share compensation arrangements, must not exceed 5% of the Corporation's issued and outstanding shares in any 12‐month period, unless the Corporation has obtained disinterested shareholder approval.

• The exercise price for options granted under the Option Plan will be set by the Board of Directors at such time as the option is allocated under the Option Plan and cannot be less than the discounted market price permitted by the policies of the TSX Venture Exchange.

• Options can be exercisable for a maximum of 10 years, subject to earlier termination in the event of the optionee's death or the cessation of the optionee's services to the Corporation.

• Options granted under the Option Plan will not be assignable or transferable, except in the case of the death of an optionee; any vested option held by such individual at the date of death will 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.

Employment, Consulting and Management Agreements

The following is a summary of the Corporation’s employment, consulting and management agreements with its directors and Named Executive Officers during the most recently completed financial year.

Compensation of Mr. R. Joe Dhami, President and CEO

The Corporation has a verbal consulting contact with Mr. R. Joe Dhami (the “ Dhami Agreement ”) pursuant to which Mr. Dhami provides his services to the Corporation as a director, President and CEO. Pursuant to the Dhami Agreement, Mr. Dhami receives $7,500 per month as well as the opportunity to participate in the Option Plan. The Dhami Agreement may be terminated at the election of Mr. Dhami or the Corporation on reasonable notice.

Compensation of Ms. Lesia Burianyk, Chief Financial Officer

The Corporation has a verbal consulting contract with Ms. Lesia Burianyk (the “ Burianyk Agreement ”), pursuant to which Ms. Burianyk provides her services to the Corporation as Chief Financial Officer. Pursuant to the Burianyk Agreement, Ms. Burianyk receives $2,000 per month and participation in the Option Plan. The Burianyk Agreement may be terminated at the election of Ms. Burianyk or the Corporation on reasonable notice.

Oversight and Description of Director and Named Executive Officer Compensation

Director Compensation

The Corporation has no standard arrangement pursuant to which directors are compensated by the Corporation for their services in their capacity as directors, except for the granting from time to time of incentive stock options in accordance with the policies of the TSX Venture Exchange and the Option Plan.

Named Executive Officer Compensation

The Nominating, Compensation and Governance Committee reviews the compensation payable to the Named Executive Officers on an annual basis, or periodically if needed, and makes recommendations to the Board of Directors.

The objective of the Board of Directors in setting compensation levels is to attract and retain individuals of high caliber to serve the Corporation, to motivate their performance in order to achieve the Corporation's strategic

objectives and to align the interests of the Named Executive Officers with the long‐term interests of the Shareholders. These objectives are designed to ensure that the Corporation’s business continues to grow and develop.

The Board of Directors sets the compensation received by the Named Executive Officers so as to be generally competitive with the compensation received by persons with similar qualifications and responsibilities who are engaged by other companies of corresponding size and stage of development having similar assets, number of employees and market capitalization.

The Corporation compensates its Named Executive Officers based on their skill and experience levels and the existing stage of development of the Corporation. Named Executive Officers are rewarded on the basis of the skill and level of responsibility involved in their position, the individual’s experience and qualifications, the Corporation’s resources, industry practice, and regulatory guidelines regarding executive compensation levels.

The Board of Directors has implemented three levels of compensation to align the interests of the executive officers with those of the shareholders: First, Named Executive Officers are paid a monthly consulting fee or salary determined by the Board of Directors, if appropriate; second, the Board of Directors awards Named Executive Officers long term incentives in the form of stock options, if appropriate. Finally and only in special circumstances, the Board of Directors may award cash or share bonuses for exceptional performance that results in a significant increase in shareholder value.

The base compensation of the Named Executive Officers is reviewed and set annually by the Board of Directors. The Chief Executive Officer has substantial input in setting annual compensation levels. The Chief Executive Officer is directly responsible for the financial resources and operations of the Corporation. In addition, the Chief Executive Officer and Board of Directors from time to time determine the stock option grants to be made pursuant to the Option Plan. Previous grants of stock options are taken into account when considering new grants. The Board of Directors awards bonuses at its sole discretion. The Board of Directors has not set any performance criteria or objectives.

The Board of Directors considers the implications of the risks associated with the Corporation's compensation policies and practices when determining rewards for its Named Executive Officers, and ensures that those policies do not encourage management to take inappropriate or excessive risks. The Board of Directors does not believe that there are any risks arising from the compensation programs that would be reasonably likely to have a material adverse effect on the Corporation.

Neither Named Executive Officers nor directors are permitted to take any derivative or speculative positions in the Corporation's securities. This is to prevent the purchase of financial instruments that are designed to hedge or offset any decrease in the market value of the Corporation's securities.

Compensation for the most recently completed financial year should not be considered as an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Corporation’s financial resources and prospects.

Pension Disclosure

The Corporation does not have any defined benefit or defined contribution pension plans in place which provide for payments or benefits at, following, or in connection with retirement of its directors or Named Executive Officers.