TriStar Gold Inc. — Remuneration Information 2021

May 20, 2021

Form 51-102F6 Statement of Executive Compensation For the year ended December 31, 2020 For TriStar Gold, Inc. (the "Company') All figures are expressed in United States dollars (unless otherwise noted)

Introduction

The Named Executive Officers ("NEO") for the Company in 2020 were Mr. Nick Appleyard, President and CEO, Mr. Scott Brunsdon, Chief Financial Officer, Mr. R. Mohan Srivastava, Vice-President and Mr. Fabio Mozzer. In April 2018, Mr. Srivastava resigned as an employee of the Company but he continues to act as an officer and consultant. Mr. Mozzer is employed by a personal consulting company in Brazil “F. LUIZ MOZZER-ME”.

Compensation Discussion and Analysis

The objectives of the compensation paid to a NEO is to provide fair and reasonable remuneration to the NEO to retain him as an employee recognizing the Company has limited financial resources. The base salary is designed to reward the individual for the time expended on his job, his experience and the expertise that he possesses in performing the duties to which he is entrusted. Currently, the Company provides a base salary, negotiated directly with each individual. The Senior Executives of the Company all have considerable experience in the mining industry and because of this experience are very familiar with salary levels for employees in the mining industry. The Company may supplement salaries by providing a grant of stock options to NEOs and/or award cash bonuses, based upon their individual performance as determined by the Company's Compensation Committee of the Board of Directors. In 2020, the Company's Board of Directors granted stock options to only one NEO, being Mr. Mozzer. Cash bonus awards were made to Mr. Appleyard and Mr. Brunsdon in 2020 for the reasons described below. The Company does not provide NEO's any personal benefits, except for limited health care, or perquisites and the Company does not provide any retirement benefits or post-retirement payments to its officers, employees or directors.

Remuneration plays an important role in attracting, motivating, rewarding and retaining knowledgeable and skilled individuals to the Company’s management team. The Company does not have a formal compensation program. The Compensation Committee meets on an as needed basis to discuss and determine management compensation, without reference to formal objectives, criteria or analysis. The Compensation Committee seeks to ensure that total compensation paid to all NEOs, is fair and reasonable. The Compensation Committee informally reviews compensation paid to executives of companies of similar size of development in the mining industry and determines an appropriate compensation reflecting the need to provide incentives and compensation for the time and effort expended by the executives while taking into account the financial and other resources of the Company. The Board relies on the experience of its members as officers and directors of other junior mining companies in assessing such compensation levels.

Base salary is used to provide the NEOs a base amount of money during the year with the expectation that each NEO will perform his responsibilities to the best of his ability and in the best interests of the Company and its shareholders. Cash bonuses may be used, as determined by the Compensation Committee and the Board, to supplement the issuance of option-based awards and such bonuses if awarded are related to the technical, market capitalization and financial performance of the Company, as well as the performance of the individual. During the year ended December 31, 2020, cash bonuses were awarded to Mr. Appleyard, Mr. Brunsdon and Mr. Mozzer and a few select other individuals. These bonuses were awarded because; (i) the Company had successfully increased mineral resources by a factor

of approximately 7 times since 2015; (ii) the Company had successfully raised approximately $10 million, the most ever in its history, and (iii) the salaries of these individuals had not been adjusted since 2015. The bonuses were awarded based upon theses individuals meeting certain pre-determined objectives, including resource growth and the successful raising of capital to finance the Company’s development objectives in Brazil.

The Board of Directors has a Compensation Committee. The Compensation Committee met once in 2020 to consider the granting of stock options to eligible individuals and to consider the award of cash bonuses to select employees. The Board and the Compensation Committee have considered the implications of the risks associated with the Company’s compensation policies and practices. The Board and the Compensation Committee are responsible for setting and overseeing the Company’s compensation policies and practices. The Board and Compensation Committee do not provide specific monitoring and oversight of compensation policies and practices of the Company but do review, consider and adjust these matters annually or as necessary. The Company does not use any specific practices to identify and mitigate compensation policies that could encourage a NEO or other individual at a principal business unit or division to take inappropriate or excessive risks. These matters are dealt with on a case-by-case basis. The Company currently believes that none of its policies encourage its NEOs to take such risks. The Company has not identified any risks arising from its compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

It should be recognized that management and the directors of the Company as a whole have a substantial ownership position in the Company and thus the actions of any NEO are closely aligned with the interests of all its shareholders. To date, the determination of the salaries of the NEOs has primarily been based upon negotiation directly with each individual and there have not been any formal surveys, benchmarking or compensation studies undertaken. Management does informally review compensation practices of other companies in the junior mining industry on an as needed basis.

The Company has no long-term incentive plans other than the Stock Option Plan. The Company’s directors, officers, consultants and employees are entitled to participate in the Stock Option Plan. The Stock Option Plan is designed to encourage share ownership and entrepreneurship on the part of the senior management and others. The Board believes that the Stock Option Plan aligns the interests of the NEO and the Board with shareholders by linking a component of executive compensation to the longerterm performance of the Company’s common shares.

The Company does not provide any post employment or deferred compensation programs to any employee, director or consultant.

Options are granted by the Board of Directors as recommended by the Compensation Committee. In monitoring or adjusting the option allotments, the Board takes into account its own observations on individual performance and its assessment of individual contributions to shareholder value, previous option grants and any objectives that may be established for the NEO and the Board. The size of option grants is generally believed to be commensurate to the appropriate level of base compensation for each individual's level of responsibility.

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

• parties who are entitled to participate in the Stock Option Plan;

• the exercise price for each stock option granted, subject to the provision that the exercise price cannot be lower than prescribed discount permitted by the the TSX Venture Exchange (the “Exchange”) from the market price on the date of grant;

• the date on which each option is granted;

• the vesting period, if any, for each stock option;

• the other material terms and conditions of each stock option grant; and

• any re-pricing or amendment to a stock option grant (there have been none).

The Board makes these determinations subject to and in accordance with the provisions of the Stock Option Plan. The Board reviews and may approve grants of options on an annual basis or periodically during a financial year.

Share and Option-Based Awards

Pursuant to the Company’s Stock Option Plan, the Company’s Board grants options to directors, officers, consultants and employees as incentives, subject to recommendation by the Compensation Committee. The size of any given stock option grant to a NEO is determined by his position, his individual performance and his potential future contributions to the Company. The Board makes these determinations subject to and in accordance with the provisions of the Stock Option Plan. The Board reviews and may approve grants of options on an annual basis or periodically during a financial year. The only NEO who received stock options in 2020 was Mr. Mozzer, who received a grant of 200,000 stock options.

At the present time, it is not the intent of the Company to grant any common stock-based compensation, however, option-based awards may be granted. Such option-based awards are reviewed by the Compensation Committee which will then make a recommendation to the Board of Directors. The Board of Directors will then make the final decision on the grant of any stock options. The Company considers the granting of incentive stock options to be a significant component of executive compensation as it allows the Company to reward each NEO’s efforts to increase value for shareholders without requiring the Company to use cash from its treasury. Stock options are generally awarded to directors, officers, consultants and employees at the commencement of employment and periodically thereafter. The terms and conditions of the Company’s stock option grants, including vesting provisions and exercise prices, are governed by the terms of the Company’s stock option plan, as approved by the shareholders of the Company.

Compensation Governance

There are no restrictions on NEOs or directors regarding the purchase of financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. For the year ended December 31, 2020, to the best of the Company's knowledge, no NEO, employee or director, directly or indirectly, employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.

The Compensation Committee is responsible for determining compensation for the directors and senior management. The members of the Compensation Committee in 2020 were Quinton Hennigh, and Carlos Vilhena both of whom were independent.

Mr Hennigh had been a director of the Company since 2015 and is currently President and Chairman and a Director of Novo Resources Corp. Mr. Hennigh has a Ph.D. in Geology/Geochemistry. Mr. Hennigh resigned as a director of the Company in 2021. Carlos Vilhena is an expeienced lawyer and acts as counsel for many international exploration companies and is a senior partner in the law firm which employs him.

The Board is of the view that the Compensation Committee collectively has the knowledge, skills, experience and background to make decisions on the suitability of the Company’s compensation policies and practices due in part to the experience in compensation and personnel matters they are responsible for in their primary employment.

The Compensation Committee reviews, on an as needed basis, compensation paid to directors and senior management of companies of similar size and stage of development in the mineral exploration industry and determines appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management, while taking into account the financial and other resources of the Company. In setting the compensation, the Compensation Committee annually review the performance of the senior management in light of the Company’s objectives and considers other factors that may have impacted the success of the Company in achieving its objectives.

Summary Compensation Table

The following table sets forth all direct and indirect compensation, both paid and accrued, for the Named Executive Officers for the Company’s three financial years ended December 31, 2020, 2019 and 2018.

Name and principal position	Period ended	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total Compensation ($)
					Annual incentive plans ($)	Long- term incentive plans ($)
Nicholas Appleyard, President, CEO & Director	Dec. 31, 2020	265,313(2)	Nil	Nil	Nil	Nil	Nil	22,071(1)	287,384
	Dec. 31, 2019	175,000(2)	Nil	48,741(7)	Nil	Nil	Nil	19,883(1)	234,624
	Dec. 31, 2018	175,000(2)	Nil	Nil	Nil	Nil	Nil	18,462(1)	193,462
Scott Brunsdon, CFO	Dec. 31, 2020	237,500(3)	Nil	Nil	Nil	Nil	Nil	23,911(1)	261,411
	Dec. 31, 2019	150,000(3)	Nil	43,326(7)	Nil	Nil	Nil	21,339(1)	214,665
	Dec. 31, 2018	150,000(3)	Nil	Nil	Nil	Nil	Nil	19,553(1)	169,553
Fabio Mozzer,VP	Dec. 31, 2020	133,916(5)	Nil	27,364(6)	Nil	Nil	Nil	Nil	161,280
	Dec. 31, 2019	111,700(5)	Nil	21,663(7)	Nil	Nil	Nil	Nil	133,363
	Dec. 31, 2018	76,005(5)	Nil	Nil	Nil	Nil	Nil	Nil	76,005
R. Mohan Srivastava, VP	Dec. 31, 2020	204,555(4)	Nil	Nil	Nil	Nil	Nil	Nil	204,555
	Dec. 31, 2019	132,766(4)	Nil	Nil	Nil	Nil	Nil	Nil	132,766
	Dec. 31, 2018	128,263(4)	Nil	Nil	Nil	Nil	Nil	Nil	128,263

• (1) Such other compensation includes health and life insurance benefits.

• (2) The Company entered into an employment agreement with Mr. Appleyard on December 10, 2015. In 2020 his annual salary was $175,000.

• (3) The Company entered into an employment agreement with Mr. Brunsdon on December 10, 2015. In 2020 his annual salary was $150,000.

• (4) The Company entered into an employment agreement with Mr. Srivastava on December 10, 2015. His monthly salary was $12,500, basis 20 days per month and ratably adjusted for any days worked more or less than 20 days per month. This salary was paid in Canadian dollar (“Can$”). Average exchange rates during the respective periods were used to convert the Can$ to US$. Mr. Srivastava resigned in April 2018 and is no longer an employee of the Company. The Company entered in a consulting service agreement with Mr. Srivastava on May 1, 2018 with a compensation rate of $300 per hour capped at 8 hours per day.

• (5) The Company entered into an annual consulting service agreement with Mr. Mozzer on February 1, 2011. This agreement was updated on October 1, 2020 where-in Mr. Mozzer is paid a monthly fee of $10,000 which is paid in Brazilian reals.

• (6) These options were granted on October 27, 2020 with 100% vesting immediately. They are exercisable at a price of Can$0.28 and expire on October 27, 2025 . The fair value has been estimated using the BlackScholes option pricing model.

• (7) These options were granted on November 27, 2019 with 100% vesting immediately. They are exercisable at a price of Can$0.20 and expire on November 26, 2014. The fair value has been estimated using the Black-Scholes option pricing model.

Incentive Plan Awards

Outstanding share-based awards and option-based awards

The following table discloses the particulars for each NEO for all option-based and share based awards outstanding at the end of the most recently completed financial year ended December 31, 2020.

Name		Option-based Awards	Option-based Awards			Share-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#)	Option exercise price (Can$)	Option Expiration Date	Value of unexercised in-the-money options(1) (Can$)	Number of shares or units of shares that have not vested (#)	Market of payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Nicholas Appleyard	300,000 450,000	0.25 0.20	9/27/2022 11/26/2024	1,500 24,750	N/A	N/A	26,250
Scott M. Brunsdon	200,000 400,000	0.25 0.20	9/27/2022 11/26/2024	1,000 22,000	N/A	N/A	23,000
Fabio Mozzer	150,000 200,000 200,000	0.25 0.20 0.28	9/27/2022 11/26/2024 10/27/2025	750 11,000 -	N/A	N/A	11,750
R. Mohan Srivastava	300,000	0.25	9/27/2022	1,500	N/A	N/A	1,500

(1) This amount is calculated as the difference between the market value of securities underlying the options on December 31, 2020, being the last trading day of the Company’s shares for the financial period ended December 31, 2020 and the exercise price of the option. The closing price of the Company’s shares on December 31, 2021 was Can$0.255.

Incentive Plan Awards – value vested or earned during the year

The following table sets forth for the NEO the values of option-based awards and share-based awards which vested or were earned during the year ended December 31, 2020.

Name	Option-based awards – Value vested during the year(1)($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Nicholas Appleyard	Nil	N/A	N/A
Scott M. Brunsdon	Nil	N/A	N/A
Fabio Mozzer	27,364	N/A	N/A
R. Mohan Srivastava	Nil	N/A	N/A

(1) The Company used the Black-Scholes Model to estimate the fair value of the options.

Pension Plan Benefits and Deferred Compensation Plans

The Company does not provide officers, directors or employees any plan or compensation with respect to post-retirement periods. The Company does not have any deferred compensation plans.

Termination and Change in Control Benefits

The Company entered into an employment agreement with Nicholas Appleyard (the “Appleyard Agreement”) dated December 10, 2015; an employment agreement (the “Brunsdon Agreement”) dated December 10, 2015 with Scott Brunsdon; a consulting service agreement (the “Srivastava Agreement”) dated May 1, 2018 with R. Mohan Srivastava; and a Technical Services agreement with F. LUIZ MOZZER-ME on November 11, 2019 (and amended on October 1, 2020) which outlines the terms of service Mr. Mozzer provides the Company.

The Appleyard Agreement entitles Mr. Appleyard to certain payments on a change of control or for termination of employment without cause in the amounts of 2.5 years of salary and 1 year of salary plus certain bonuses, respectively.

The Brunsdon Agreement entitles Mr. Brunsdon to certain payments on a change of control or for termination of employment without cause in the amounts of 2.5 years of salary and 1 year of salary plus certain bonuses, respectively.

The Srivastava Agreement entitles Mr. Srivastava to certain payments on a change of control in the amounts of $300,000.

The technical services agreement provides Mr. Mozzer with a monthly fee of $10,000 payable in Brazilian reals and a payment equal to six times his monthly fee should the contract be terminated without cause.

As referred to in this section, a “change of control” is defined to include the occurrence of:

• (a) the purchase or acquisition of any common shares or securities convertible into common shares (“Convertible Securities”) by a Holder (as defined below) which results in the Holder beneficially owning, or exercising control or direction over, common shares or Convertible Securities such that, assuming only the conversion of Convertible Securities beneficially owned or over which control or direction is exercised by the Holders, the Holders would beneficially own, or exercise control or direction over, common shares of the Company carrying the right to cast more than 50% of the votes attaching to all such common shares;

• (b) incumbent Directors ceasing to constitute a majority of the Board of Directors;

• (c) approval by the shareholders of the Company of:

• (i) an amalgamation, arrangement, merger or other consolidation or combination of the Company with another corporation pursuant to which the shareholders of the Company immediately thereafter do not own shares of the successor or continuing corporation which would entitle them to cast more than 50% of the votes attaching to all shares in the capital of the successor or continuing corporation which may be cast to elect Directors of that corporation;

• (ii) the liquidation, dissolution or winding-up of the Company; or

• (iii) the sale, lease or other disposition of all or substantially all of the assets of the Company.

For the purposes herein, “Holder” means a person, a group of persons or persons acting jointly or in concert with or persons associated or affiliated, within the meaning of the BCBCA, with any such person, group of persons or any of such persons acting jointly or in concert.

The following table shows the estimated compensation that would have been payable to Messrs. Appleyard, Brunsdon, Mozzer and Srivastava assuming termination and/or change of control events occurring on December 31, 2020.

Name	Payment Upon Termination without Cause / Upon Death ($)	Payment Upon Termination after Change of Control ($)
Nicholas Appleyard	175,000 / 14,583	625,000
Scott M. Brunsdon	150,000 / 12,500	562,500
Fabio Mozzer	60,000 / Nil	Nil
R. Mohan Srivastava	Nil / Nil	300,000

Director Compensation

The Company currently has seven directors, one of which being Nicholas Appleyard is also a NEO. For a description of the compensation paid to the Company’s NEOs, see “Summary Compensation Table”.

In 2019 the Company has established a monthly fee of $500 to each director (increased to $1,500 per month in 2021), excepting those whom are executives of the Company, for their services in their capacity as directors. Additionally, the Company considers the contributions of the directors to the Company’s affairs, including special assignments or services as a consultant or an expert, and pays the directors compensation it considers appropriate for the circumstances.

Director Compensation Table

The following table sets forth all amounts of compensation paid or granted to the Company’s directors, other than Named Executive Officers, for the most recently completed financial year ended December 31, 2020.

Name	Fees earned(1) ($)	Share-based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Brian C. Irwin(2)	44,766(2)	Nil	Nil	Nil	Nil	Nil	44,766
Quinton Hennigh (3)	6,000	Nil	Nil	Nil	Nil	Nil	6,000
Rod C. McKeen	6,500	Nil	Nil	Nil	Nil	Nil	6,500
Carlos Vilhena	6,000	Nil	Nil	Nil	Nil	Nil	6,000
Mark E Jones III	6,000	Nil	Nil	Nil	Nil	Nil	6,000
Eric Zaunscherb(4)	500	Nil	35,343	Nil	Nil	Nil	35,843

• (1) Represents all fees awarded, earned, paid or payable in cash for services.

• (2) Mr. Irwin’s retainer is paid in Can$. Average exchange rates were used to convert Can$ to US$.

• (3) Mr. Hennigh resigned as a director in February 2021.

• (4) Mr. Zaunscherb became a director in December 2020.

Director Incentive Plan Awards - outstanding share-based awards and option-based awards

The following table discloses the particulars for each director, other than those that are also the Named Executive Officers, for awards outstanding at the end of the most recently completed financial year ended December 31, 2020.

Name		Option-based Awards	Option-based Awards			Share-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#)	Option exercise price (Can$)	Option Expiration Date	Value of unexercised in-the-money options(1) (Can$)	Number of shares or units of shares that have not vested (#)	Market of 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 C. Irwin	175,000 150,000	0.25 0.20	9/27/2020 11/26/2024	875 8,250	N/A	N/A	N/A
Quinton Hennigh	150,000 150,000	0.25 0.20	9/27/2022 11/26/2024	750 8,250	N/A	N/A	N/A
Rod C. McKeen	300,000	0.20	11/26/2024	16,500	N/A	N/A	N/A
Mark E Jones III	200,000 150,000	0.25 0.20	9/27/2022 11/26/2024	1,000 8,250	N/A	N/A	N/A
Eric Zaunscherb	300,000	0.245	12/17/2025	3,000	N/A	N/A	N/A
Carlos Vilhena	150,000 150,000	0.25 0.20	9/27/2022 11/26/2024	750 8,250	N/A	N/A	N/A

(2) This amount is calculated as the difference between the market value of securities underlying the options on December 31, 2020, being the last trading day of the Company’s shares for the financial period ended December 31, 2020 and the exercise price of the option.

Incentive Plan Awards – value vested or earned during the year

The following table sets forth for each director, other than those that are also Named Executive Officers, the value of option-based awards and share-based awards which vested were vested or were earned during the most recently completed financial year ended December 31, 2020.

Name	Option-based awards – Value vested during the year(1)($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Brian C. Irwin	Nil	N/A	N/A
Quinton Hennigh	Nil	N/A	N/A
Rod C. McKeen	Nil	N/A	N/A
Carlos Vilhena	Nil	N/A	N/A
Mark E. Jones III	Nil	N/A	N/A
Eric Zaunscherb	35,343	N/A	n/A

(1) The Company used the Black-Scholes Model to estimate the fair value of the options.