Tower Resources Ltd. — Remuneration Information 2026

Apr 28, 2026

TOWER RESOURCES LTD.
(the "Company")

STATEMENT OF EXECUTIVE COMPENSATION FOR THE FINANCIAL YEAR ENDED OCTOBER 31, 2025

Unless otherwise stated, information contained herein is given as of April 24, 2026. All references to dollar amounts herein are references to Canadian dollars unless otherwise indicated.

Compensation Discussion and Analysis

The Company operates in a dynamic and rapidly evolving market. To succeed in this environment and to achieve its business and financial objectives, the Company must attract, retain, and motivate a highly talented team of executive officers. The Company expects its team of executive officers to possess and demonstrate strong leadership and management capabilities, as well as foster a pioneering culture, which is at the foundation of the Company's success and remains a pivotal part of everyday operations. The Board is responsible for assisting the Company in fulfilling its governance and supervisory responsibilities, and overseeing the human resources, succession planning, and compensation policies, processes, and practices. The Board is also responsible for ensuring that the compensation policies and practices provide an appropriate balance of risk and reward consistent with the risk profile. The Company has adopted a written charter for the Board setting out its responsibilities for administering the compensation programs and reviewing and making recommendations to the Board concerning the level and nature of the compensation payable to the directors and officers. The Board's oversight includes reviewing objectives, evaluating performance, and ensuring that total compensation paid to the executive officers and various other key employees is fair, reasonable, and consistent with the objectives of the philosophy and compensation program.

The Board is required to evaluate the Company's compensation programs as circumstances require and on an annual basis. As part of this evaluation process, the Board is guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, such as the cost to the Company if it were required to find a replacement for a key employee.

The Company's compensation practices are designed to retain, motivate, and reward its executive officers for their performance and contribution to the Company's long-term success, while recognizing that a focus on non-cash incentives is appropriate, given the Company's current stage of development. The Nominating, Compensation, and Governance Committee seeks to reward the achievement of corporate and individual performance objectives and to align executive officers' incentives with the Company's performance. Although as of the date of this Information Circular, the Company's directors have not tied the compensation of its Named Executive Officers (as that term is defined below) to the achievement of specific performance goals, they regularly discuss milestones in relation to the Company's project development activities and intend to incorporate performance-based incentives using the Option Plan.

In order for the Company to achieve its growth objectives, attracting and retaining the right team members is critical. Having a considered compensation plan that attracts high performers and compensates them for continued achievements is a key component of this strategy. The Company's Named Executive Officers (as that term is defined below) will be invited to participate in the Option Plan, driving retention and ownership. Communicating clear and concrete criteria for merit-based increases and bonuses will also motivate the entire team to achieve individual and corporate goals.

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No risks arising from the Company's compensation policies and practices have been identified that are reasonably likely to have a material adverse effect on the Company. No NEOs (as that term is defined below) or directors are permitted to purchase financial instruments that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by a NEO or director.

Elements of Compensation

The Company's executive compensation consists primarily of two elements: (a) base salary; and (b) short-term, long-term and bonus incentives. The Company believes that providing competitive overall compensation enables the Company to attract and retain qualified executives. The compensation is set so as to be generally competitive with the compensation received by persons with similar qualifications and responsibilities who are engaged by other companies, with sufficient reporting history, of corresponding size and stage of business development, having similar number of employees and market capitalization. Currently the peer group the Company uses to determine compensation would consist of companies such as Oroco Resources Corp., Bolt Metals Corp. and Wedgemount Resources Corp.

Stock Option Plans and Other Incentive Plans

Option Plan

The following is a summary of the Company's Option Plan, qualified in its entirety by the full text of which is attached hereto as Appendix "A", which is the only incentive plan in place by the Company.

The Company currently has a rolling 10% option plan. As of April 24, 2026, there were 17,328,110 Shares reserved for issuance under the Option Plan and 13,784,667 options outstanding under the Option Plan. The Board is responsible for administering the Option Plan.

The purpose of the Option Plan is to: (a) provide directors, officers, consultants, and employees of the Company with additional incentive; (b) encourage stock ownership by such persons; (c) encourage such persons to remain with the Company; and (d) attract new directors, officers, consultants, and employees, among other purposes.

The Option Plan provides that the aggregate number of Common Shares in the capital of the Company pursuant to all share compensation arrangements that are at any one time reserved and set aside for issuance cannot exceed 10% of the number of Common Shares issued and outstanding from time to time. As a result, any increase in the issued and outstanding Common Shares will result in an increase in the number of Common Shares that may be reserved and set aside for issuance.

The number of Common Shares reserved for issue to any one optionee pursuant to all share compensation arrangements granted or issued may not exceed 5% of the issued and outstanding Common Shares within a 12-month period, unless the Company has obtained disinterested shareholder approval, being approval by a majority of the votes cast by the shareholders eligible to vote at a shareholders' meeting, excluding votes attaching to Common Shares beneficially owned by insiders and their associates. The number of Common Shares reserved for issue to any one consultant (other than a director, officer or employee) pursuant to all share compensation arrangements granted or issued may not exceed 2% of the issued and outstanding Common Shares within a 12-month period, unless the Company has obtained the consent of the TSX Venture Exchange.

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Options granted under the Option Plan will have an exercise price set by the Board and be in accordance with TSX Venture Exchange Policy 4.4 Security Based Compensation.

Vesting provisions and the expiry date for options granted under the Option Plan will be determined by the Board at the time of grant and be in accordance with TSX Venture Exchange Policy 4.4 Security Based Compensation.

Director and Named Executive Officer Compensation

Executive compensation is required to be disclosed for (i) each 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) at the end of the most recently completed fiscal year whose total compensation was 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 Company, nor acting in a similar capacity, at the end of that financial year (the "Named Executive Officers" or "NEOs").

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 Company or any subsidiary thereof, to each Named Executive Officer and director of the Company, for each of the two most recently completed financial years ended October 31, 2025 and 2024.

Table of compensation excluding compensation securities
Name and position (1)	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($) (2)	Value of perquisites ($) (3)	Value of all other compensation ($) (4)	Total compensation ($)
AVERILL, Stuart
Independent Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
DHAMI, R. Joe
President, Chief Executive Officer and Director	2025	120,000	Nil	Nil	Nil	Nil	120,000
	2024	120,000	Nil	Nil	Nil	Nil	120,000
BURIANYK, Lesia
Chief Financial Officer	2025	33,000	Nil	Nil	Nil	Nil	33,000
	2024	33,000	Nil	Nil	Nil	Nil	33,000
SHIELDS, Gerald
Independent Director and Chair of the Board	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
1. If an individual is an NEO and a director, both positions have been listed.
2. Directors did not receive compensation for acting as directors, other than compensation securities, for the two most recently completed financial years ended.

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1. 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.

2. 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.

External Management Companies

Please refer to "Employee Agreements, Termination and Change of Control Benefits" below for disclosure relating to any external management company employing, or retaining individuals acting as, any Named Executive Officers of the Company, or that provide Company's executive management services and allocate compensation paid to any Named Executive Officer or director.

Stock Options and Other Compensation Securities

The following table sets forth the compensation securities granted or issued by the Company, or any subsidiary thereof, to each director or Named Executive Officer in the most recently completed financial year ended October 31, 2025, for services provided or to be provided, directly or indirectly, to the Company or any subsidiary thereof.

Compensation Securities
Name and position	Type of Compensation security(1)	Number of compensation securities, number of underlying securities, and percentage of class (2)	Date of issue or grant	Issue, conversion or exercise price ($)(3)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
DHAMI, R. Joe
President, Chief Executive Officer and Director	Stock Options	1,200,000(4)
850,000(4)	November 28, 2024
September 26, 2025	0.125
0.20	0.125
0.20	0.22
0.22	November 28, 2029
September 26, 2030
AVERILL, Stuart
Director	Stock Options	850,000(4)
650,000(4)	November 28, 2024
September 26, 2025	0.125
0.20	0.125
0.20	0.22	November 28, 2029
September 26, 2030
SHIELDS, Gerald
Director	Stock Options	500,000(4)
100,000(4)	November 28, 2024
September 26, 2025	0.125
0.20	0.125
0.20	0.22	November 28, 2029
September 26, 2030
BURIANYK, Lesia
Chief Financial Officer	Stock Options	120,000(4)
150,000(4)	November 28, 2024
September 26, 2025	0.125
0.20	0.125
0.20	0.22	November 28, 2029
September 26, 2030

Notes:

1. Each compensation security is exercisable into one Common Share.
2. All compensation securities issued to directors and NEO's are subject to a four-month resale restriction hold period expiring four months and one day from the date of issuance.
3. Unless otherwise indicated, no compensation security has been re-priced, canceled, replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year.
4. The stock options are subject to vesting provisions with 1/3 vesting on the date of grant and 1/3 vesting every year thereafter for a total vesting period of 2 years.

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Exercise of Compensation Securities by Directors and NEOs

The following table sets forth each exercise by a director or Named Executive Officer of compensation securities during the recently completed financial year ended October 31, 2025.

Exercise of Compensation Securities by Directors and NEOs
Name and Position	Type of compensation Security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price of security or underlying security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date(1)
AVERILL, Stuart Director	Stock Options	650,000	$0.115	July 16, 2025	$0.15	$0.035	$22,750
DHAMI, R. Joe President, Chief Executive Officer and Director	Stock Options	850,000	$0.115	July 16, 2025	$0.15	$0.035	$29,750
BURIANYK, Lesia Chief Financial Officer	Stock Options	100,000	$0.115	July 16, 2025	$0.15	$0.035	$3,500

Notes:
(1) For the purposes of this column, the number in the column entitled “Number of underlying securities exercised” is multiplied by the number in the column entitled “Difference between exercise price and closing price on date of exercise”.

Pension Plans Benefits

The Company does not currently have any pension plans.

Employment Agreements, Termination and Change of Control Benefits

Compensation of Mr. R. Joe Dhami, President and Chief Executive Officer

The Company has a management services agreement with R. Joe Dhami dated November 3, 2025 (the "Dhami Agreement"), pursuant to which he provides services to the Company as President and Chief Executive Officer. Under the Dhami Agreement, Mr. Dhami receives annual base compensation of $204,000, payable in monthly installments of $17,000, subject to annual review by the Board, provided that such compensation may not be reduced below that amount without mutual agreement of the parties. Mr. Dhami is also eligible to participate in the Company's incentive stock option plan and may receive discretionary bonus compensation as determined by the Board. The Dhami Agreement is for an indefinite term and may be terminated by the Company without cause upon payment of a lump sum equal to one month of then-current annual compensation for each completed year of service since April 4, 2019, subject to execution of a release, or by Mr. Dhami upon two months' written notice. In the event of a qualifying termination following a change of control, Mr. Dhami is entitled to enhanced severance equal to 300% of annual compensation plus three times the average of the cash bonuses paid for the two most recently completed years, together with accelerated vesting of outstanding equity awards.

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Compensation of Ms. Lesia Burianyk, Chief Financial Officer

The Company has a management services agreement with Lesia Burianyk dated November 3, 2025 (the "Burianyk Agreement"), pursuant to which she provides services to the Company as Chief Financial Officer. Under the Burianyk Agreement, Ms. Burianyk receives annual base compensation of $33,000, payable in monthly installments, subject to annual review by the Board, provided that such compensation may not be reduced below that amount without mutual agreement of the parties. Ms. Burianyk is also eligible to participate in the Company's incentive stock option plan and may receive discretionary bonus compensation as determined by the Board. The Burianyk Agreement is for an indefinite term and may be terminated by the Company without cause upon payment of a lump sum equal to one month of then-current annual compensation for each completed year of service since March 7, 2018, subject to execution of a release, or by Ms. Burianyk upon two months' written notice. In the event of a qualifying termination following a change of control, Ms. Burianyk is entitled to enhanced severance equal to 300% of annual compensation plus three times the average of the cash bonuses paid for the two most recently completed years, together with accelerated vesting of outstanding equity awards.

Directors' Compensation

The Company has no standard arrangement pursuant to which directors are compensated by the Company 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 stock exchange on which the Company's Common Shares are listed for trading and the Option Plan.