World Copper Ltd. — Remuneration Information 2025

Sep 8, 2025

WORLD COPPER LTD.

WORLD COPPER LTD.

(the "Company")

Form 51-102F6V
Statement of Executive Compensation – Venture Issuers

For the year ended December 31, 2024

For the purposes of this Statement of Executive Compensation, a "Named Executive Officer" or "NEO" means each of the following individuals:

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;

(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with Section 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers ("Form 51-102F6V") under National Instrument 51-102 Continuous Disclosure Obligations, for that financial year; and

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of the most recently completed financial year.

During the year ended December 31, 2024, the Company had three individuals who were Named Executive Officers, namely Gordon Neal, Chief Executive Officer and President, Hendrik van Alphen, former Interim Chief Executive Officer and President, and Sead Hamzagic, Chief Financial Officer.

Summary Compensation Table

Set out below is a summary of compensation paid or accrued to each Named Executive Officer and directors of the Company during the two most recently completed financial years. Unless stated otherwise, all references to dollar amounts are to Canadian currency.

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Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Gordon Neal
Chief Executive Officer, President and Director^{(1)}	2024	287,500	-	-	-	-	287,500
	2023	-	-	-	-	-	-
Sead Hamzagic
Chief Financial Officer^{(2)}	2024	84,000	-	-	-	-	84,000
	2023	84,000	-	-	-	-	84,000
Hendrik van Alphen
Former Interim Chief Executive Officer, Former President and Director^{(3)}	2024	114,000	-	-	-	-	114,000
	2023	102,000	-	-	-	-	102,000
Nolan Peterson
Former Chief Executive Officer and Former President^{(4)}	2024	-	-	-	-	-	-
	2023	216,051	-	-	-	-	216,051
Patrick Burns
Former Director and Former President^{(5)}	2024	8,071	-	-	-	-	8,071
	2023	32,420	-	-	-	-	32,420
Robert Kopple
Director^{(6)}	2024	-	-	-	-	-	-
	2023	-	-	-	-	-	-
Jonathan Lotz
Director^{(7)}	2024	-	-	-	-	-	-
	2023	-	-	-	-	-	-
Keith Henderson
Director^{(8)}	2024	-	-	-	-	-	-
	2023	-	-	-	-	-	-
Timothy McCutcheon
Director^{(9)}	2024	-	-	-	-	-	-
	2023	-	-	-	-	-	-
Roberto Fréraut
Former Director^{(10)}	2024	-	-	-	-	-	-
	2023	-	-	-	-	-	-

Notes:
(1) Mr. Neal was appointed Chief Executive Officer and President of the Company on January 16, 2024, and appointed as a director of the Company on April 24, 2024. In 2024, Mr. Neal received $287,500 in compensation in his capacity as Chief Executive Officer and President, and $Nil in compensation in his capacity as a director.
(2) Mr. Hamzagic was appointed Chief Financial Officer of the Company on October 7, 2020.

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(3) Mr. van Alphen was appointed as a director of the Company on January 15, 2021, and as interim Chief Executive Officer and President on November 17, 2023. Mr. van Alphen resigned as interim Chief Executive Officer and President on January 16, 2024. In 2024, Mr. van Alphen received $Nil (2023: $Nil) in compensation in his capacity as interim Chief Executive Officer and President, and $114,000 (2023: $102,000) in compensation in his capacity as a director of the Company.

(4) Mr. Peterson was appointed Chief Executive Officer of the Company on April 26, 2021 and President on January 28, 2022. Mr. Peterson resigned from the Company on November 10, 2023,

(5) Mr. Burns was appointed President of the Company on January 15, 2021 and he subsequently resigned on January 28, 2022. Mr. Burns resigned as a director of the Company on April 15, 2024.

(6) Mr. Kopple was appointed as a director of the Company on January 28, 2022.

(7) Mr. Lotz was appointed as a director of the Company on April 24, 2024. Legal fees of $773,264 accrued to Lotz Law Corporation, a law firm of which Mr. Lotz is the principal.

(8) Mr. Henderson was appointed as a director of the Company on January 28, 2022, and ceased to be a director on September 27, 2022. Mr. Henderson was re-appointed as a director of the Company on April 24, 2024.

(9) Mr. McCutcheon was appointed as a director of the Company on February 10, 2021.

(10) Mr. Fréraut was appointed as a director of the Company on January 15, 2021, and resigned on April 15, 2024.

External Management Companies

Management functions of the Company are not, to any substantial degree, performed by a person or persons other than the directors or senior officers of the Company. None of the Company's Named Executive Officers were or are employees of the Company. See "Employment, Consulting and Management Agreements".

Stock Options and Other Compensation Securities

Set out below is a summary of all compensation securities granted or issued to each Named Executive Officer and director of the Company during the most recently completed financial year.

Compensation Securities
Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Gordon Neal Chief Executive Officer, President and Director	Stock Options	3,000,000(1)(2) (1.32%)(3)	May 13, 2024	0.20	0.225	0.055	May 13, 2027
Sead Hamzagic Chief Financial Officer	Stock Options	400,000(2)(4) (0.18%)(3)	May 13, 2024	0.20	0.225	0.055	May 13, 2027
Hendrik van Alphen Former Interim Chief	Stock Options	2,000,000(2)(4) (0.88%)(3)	May 13, 2024	0.20	0.225	0.055	May 13, 2027

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Compensation Securities
Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Executive Officer, Former President and Director
Jonathan Lotz Director	Stock Options	500,000^{(2)(4)}
(0.22%)^{(3)}	May 13, 2024	0.20	0.225	0.055	May 13, 2027
Robert Kopple Director	Stock Options	500,000^{(2)(4)}
(0.22%)^{(3)}	May 13, 2024	0.20	0.225	0.055	May 13, 2027
Timothy McCutcheon Director	Stock Options	500,000^{(2)(4)}
(0.22%)^{(3)}	May 13, 2024	0.20	0.225	0.055	May 13, 2027
Keith Henderson Director	Stock Options	500,000^{(2)(4)}
(0.22%)^{(3)}	May 13, 2024	0.20	0.225	0.055	May 13, 2027

Note:
(1) Subject to vesting provisions, pursuant to which the options shall fully vest as to 25% every six (6) months from the grant date (such that the options shall be fully vested after twenty-four (24) months), provided that if a Change of Control (as defined below) occurs, the options shall vest immediately.
(2) Each stock option is exercisable for one (1) common share in the capital of the Company.
(3) Percentage of class of underlying securities if exercised, calculated as at December 31, 2024.
(4) All compensation securities vested on the grant date thereof. None of the stock options have been re-priced, cancelled and replaced, had its term extended or otherwise been materially modified in the most recently completed financial year. Except as otherwise disclosed under "Stock Option Plan and Other Incentive Plans" below, none of the compensation securities have any restrictions or conditions for converting, exercising or exchanging the compensation securities.

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During the year ended December 31, 2024, the following stock options were cancelled in accordance with their terms:

Name	Number of Stock Options	Date of Grant	Exercise Price
Nolan Peterson	800,000	August 19, 2022	$0.31
TOTAL:	800,000	--	--

The table below sets out the amount of compensation securities held by each NEO or director as of December 31, 2024.

Name	Number of Stock Options Held (each exercisable for one (1) common share in the capital of the Company)
Gordon Neal	3,000,000
Sead Hamzagic	600,000
Hendrik van Alphen	2,600,000
Patrick Burns	200,000
Roberto Fréraut	200,000
Robert Kopple	700,000
Timothy McCutcheon	700,000
Jonathan Lotz	500,000
Keith Henderson	500,000
TOTAL:	9,000,000

No Named Executive Officer or director of the Company exercised any outstanding compensation securities during the most recently completed financial year of the Company.

Stock Option Plan and Other Incentive Plans

The Company's current stock option plan is a 10% "rolling" stock option plan which was last ratified and approved by shareholders at the annual general meeting of shareholders on August 15, 2024 (the "Stock Option Plan"). The underlying purpose of the Stock Option Plan is to attract and motivate the directors, officers, employees and consultants of the Company and its subsidiaries to advance the interests of the Company by affording such persons with the opportunity to acquire an equity interest in the Company through rights granted under the Stock Option Plan. As the Stock Option Plan is a "rolling" stock option plan, it is a condition of TSX Venture Exchange ("TSXV") approval of the Stock Option Plan that shareholder approval be obtained annually. At any one time a maximum of 10% of the issued common shares of the Company are reserved for the exercise of options granted under the Stock Option Plan.

Accordingly, at the Company's next annual general meeting, the Company intends to ask its shareholders to re-approve the Stock Option Plan pursuant to an ordinary resolution. A summary of the material terms of the Stock Option Plan are set out below, which summary is intended as a brief description of the Stock

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Option Plan and is qualified in its entirety by the full text of the Stock Option Plan. A copy of the Stock Option Plan is available under the Company's profile on SEDAR+ at www.sedarplus.ca and a copy of the Stock Option Plan may also be inspected at the head office of the Company, #1570 – 200 Burrard Street, Vancouver, British Columbia during normal business hours.

Eligible Participants

Options may be granted under the Stock Option Plan to directors or officers of the Company or an affiliate of the Company (in this section collectively, the "Directors"), employees of the Company or a subsidiary of the Company (in this section collectively, the "Employees"), consultants of the Company or a subsidiary or affiliate of the Company (in this section collectively, the "Consultants"), or an Eligible Charitable Organization (as defined in the Stock Option Plan). The Board, in its discretion, determines which of the Directors, Employees, Consultants or Eligible Charitable Organizations will be awarded options under the Stock Option Plan.

Number of Shares Reserved

The number of common shares in the capital of the Company which may be issued pursuant to options granted under the Stock Option Plan may not exceed 10% of the issued and outstanding common shares at the date of granting of options (including all options granted by the Company prior to the adoption of the Stock Option Plan and thereunder). Options which are cancelled or expire prior to exercise continue to be issuable under the Stock Option Plan. Options which may be granted to Optionees (as defined in the Stock Option Plan) who are engaged or employed in Investor Relations Activities (as defined in the Stock Option Plan) during any 12-month period shall not exceed in the aggregate 2% of the issued and outstanding Company Shares, calculated at the date such options are granted.

Term of Options

Subject to the termination and change of control provisions noted below, the terms of any option granted under the Stock Option Plan are determined by the Board and may not exceed ten years from the date of grant.

Exercise Price

The exercise price of options granted under the Stock Option Plan is determined by the Board, provided that it is not less than the Discounted Market Price, as that term is defined under applicable TSXV policies or such other minimum price as is permitted by the TSXV in accordance with the policies, as amended from time to time, or, if the common shares are no longer listed on the TSXV, then such other exchange or quotation system on which the common shares are listed or quoted for trading. The exercise price of options granted to insiders may not be decreased without disinterested shareholder approval at the time of the proposed amendment.

Limitations

For so long as the common shares of the Company are listed on the TSXV, the number of common shares, calculated at the date such options are granted, are reserved for issuance to:

(a) any one option holder pursuant to options granted to such option holder during any 12-month period shall not exceed 5% of the issued and outstanding common shares;

(b) any one option holder, who is a Consultant, in respect of options granted to such Consultant during any 12-month period shall not exceed 2% of the issued and outstanding common shares;

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(c) all option holders who are engaged or employed in Investor Relations Activities, as defined under applicable TSXV policies, during any 12-month period shall not exceed in the aggregate 2% of the issued and outstanding common shares; and

(d) Eligible Charitable Organizations shall not at any time exceed 1% of the issued and outstanding common shares.

Vesting

Subject to the vesting and change of control provisions noted below, all options granted pursuant to the Stock Option Plan will be subject to such vesting requirements as may be prescribed by the TSXV, if applicable, or as may be imposed by the Board of Directors. If the option holder is a Consultant providing investor relations services, any option granted to the Consultant under the Stock Option Plan must vest in stages over at least 12 months with no more than one quarter of the option vesting in any three-month period. The vesting of outstanding options granted to Optionees who provide Investor Relations Activities cannot be accelerated without the prior written approval of the TSXV.

Termination of Options

Any options granted pursuant to the Stock Option Plan will terminate upon the earliest of:

(a) the end of the term of the option;

(b) if the termination is as a result of dismissal for just cause, any vested or unvested options will terminate automatically and become void immediately;

(c) where an optionee's position as an Employee, Consultant or Director terminates for a reason other than the optionee's death or termination for just cause, 90 days after such date of termination; upon an Optionee ceasing to be an Optionee for a reason other than the Optionee's death or termination for just cause, each unvested option granted to such Optionee shall terminate and become void immediately;

(d) if the termination is as a result of the Optionee's death, (i) each unvested Option granted to such Optionee shall terminate and become void immediately; and (ii) each vested Option held by such Optionee at the time of death may be exercised by the Successor, provided that any such vested Option shall cease to be exercisable on the date determined by the Board, which shall not be less than three months and not more than 12 months from the date of death;

(e) the date of any sale, transfer, assignment or hypothecation or any attempted sale, transfer, assignment or hypothecation, of such option in violation of the Stock Option Plan; or

(f) the occurrence of certain other termination events, as set-out in the Stock Option Plan.

The Board may from time to time amend or terminate the Stock Option Plan or any options granted thereunder, provided that no such amendment or termination may be made (except with the written consent of the holders of options under the Stock Option Plan concerned or unless required to make the Stock Option Plan or the options granted thereunder comply with the rules and policies of the TSXV) that affects the terms and conditions of options granted under the Stock Option Plan which have not been exercised or terminated.

The Stock Option Plan does not permit stock options to be transformed into stock appreciation rights.

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Employment, Consulting and Management Agreements

Neal Consulting Agreement

The Company entered into a consulting agreement with Gordon Neal made as of January 22, 2024 (the "Neal Consulting Agreement"), pursuant to which Mr. Neal was to be paid a base salary of $25,000 per month (the "Monthly Fees") to serve as Chief Executive Officer of the Company. Mr. Neal was also entitled under the Neal Consulting Agreement to (i) be reimbursed for reasonable travel and other expenses properly incurred, (ii) receive 2,000,000 incentive stock options in accordance with the Company's Stock Option Plan, and (iii) participate in the Company's benefits plan. In addition, the Neal Consulting Agreement contained provisions whereby Mr. Neal was eligible to be granted a performance-based bonus targeted to 42% of his base annual salary (based on the completion of certain key performance indicators (KPIs) to be determined by the Board), as well as termination provisions, which termination provisions are summarized below:

(a) Mr. Neal may terminate the Neal Consulting Agreement at any time by providing two months' written notice to the Company of his intent to terminate;

(b) the Company may immediately terminate the Neal Consulting Agreement by providing written notice to Mr. Neal, if the Company determines, in its sole discretion exercised reasonably, that Mr. Neal is in breach of his material obligations under the Neal Consulting Agreement; and

(c) the Company may terminate the Neal Consulting Agreement at any time, without cause, by providing two months' written notice to Mr. Neal, provided that:

(i) the Company shall pay Mr. Neal a lump sum equal to twelve (12) months' base salary and bonus calculated up to the date of termination, plus other sums owed for arrears of base salary, and expenses properly incurred; and

(ii) Mr. Neal shall be entitled to exercise all vested unexercised options and warrants outstanding as of the date of termination in accordance with the terms of the Stock Option Plan and any applicable award agreement(s)

either party may terminate the Neal Consulting Agreement in accordance with the change of control provisions therein, which provide that during the seven (7) month period beginning one (1) month prior to the date of a Change of Control (as defined in the Neal Consulting Agreement), and ending on the date six (6) months following a Change of Control if notice in writing is given by either party thereto to the other party that the agreement is terminated other than for cause, Mr. Neal be entitled to:

(i) a lump sum payment representing twenty four (24) times the Monthly Fees (at the rate in effect as of the date of termination) and bonus calculated up to the date of termination, plus other sums owed for arrears of base salary, and expenses properly incurred; and

(ii) the right to exercise all vested unexercised options and warrants outstanding as of the date of termination in accordance with the terms of the Company's stock option plan and any applicable award agreement(s).

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Oversight and Description of Director and NEO Compensation

The Company has taken a forward-looking approach for the compensation of its directors, senior management, employees and consultants to ensure that the Company can continue to build and retain a successful and motivated discovery and development team and, importantly, align the Company's future success with that of its Shareholders. During the financial year ended December 31, 2021, the Company had not established a compensation committee nor adopted any formal compensation policies. The Board functioned as the compensation committee of the Company for the purpose of reviewing, on an annual basis, the adequacy and form of compensation of directors and NEOs to ensure that such compensation reflects the responsibilities, time commitment and risks involved in such roles or positions.

Compensation Committee

The Board has established a compensation committee (the "Compensation Committee") and has adopted a written charter for the Compensation Committee, effective May 18, 2022. The principal purpose of the Compensation Committee is to advise and make recommendations to the Board regarding the Company's strategy, policies and programs on the compensation and development of directors and NEOs. The guiding philosophy of the Compensation Committee in determining compensation is the need to provide a compensation package that is competitive and motivating, to attract and retain qualified persons and to encourage and motivate performance.

The Company's Compensation Committee is responsible for considering and reviewing the adequacy and form of compensation of directors and senior management so as to ensure that the compensation reflects the directors and senior management's skill and experience levels, and the risks and responsibilities of such positions, making recommendations to the Board for approval in respect of the amount and composition of the compensation to be paid to senior management, making recommendations to the Board for approval in respect of the amount and composition of compensation to be paid to members of the Board and the committees thereof and reviewing and approving the executive compensation disclosure before the Company publicly discloses such information. The Compensation Committee is also responsible for reviewing and administering pension, stock option, equity and other incentive plans, as applicable, and making recommendations to the Board with respect to such plans and with respect to securities granted thereunder, along with reviewing the design and competitiveness of the Company's compensation and benefit programs generally.

After notifying the Board, the Compensation Committee may retain or appoint, at the Company's expense, such consultants and other experts and advisors as it deems necessary to carry out the Committee's duties, and to set and pay their compensation. Currently, the Compensation Committee is comprised of three members, namely, Hendrik van Alphen, Timothy McCutcheon, and Jonathan Lotz, all of whom are knowledgeable as to appropriate factors to consider when determining fair compensation for a reporting issuer's NEOs and directors and of fair compensation practices.

Compensation Components

Compensation of the Company's NEOs is based on their skill, experience levels and the existing stage of development of the Company. NEOs are rewarded on the basis of the skill and level of responsibility involved in their position, the individual's experience and qualifications, the Company's resources, industry practice, and regulatory guidelines regarding executive compensation levels.

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The Board of Directors has implemented three levels of compensation to align the interests of the NEOs with those of the Shareholders:

• annual base salary;
• short-term incentives (bonus); and
• long-term incentives (stock options).

The Company does not provide medical, dental, pension or other benefits to NEOs. The Compensation Committee believes that the compensation policies and practices of the Company do not encourage executive officers to take unnecessary or excessive risk; however, the Board intends to review from time to time and at least once annually, the risks, if any, associated with the Company's compensation policies and practices at such time. Implicit in the Board of Directors' mandate is that the Company's policies and practices respecting compensation, including those applicable to the Company's executives, be designed in a manner which is in the best interests of the Company and Shareholders, and risk implications is one of many considerations which are taken into account in such design. To date, no specific formulas have been developed to assign a specific weighting to each of these components.

Annual Base Salary

The base compensation of each NEO is reviewed annually by the Board of Directors, based on the recommendations of the Compensation Committee. The Company has not established a formal "peer group" of companies against which to benchmark the Company's executive compensation arrangements. The salary review for each NEO is based on an assessment of factors such as:

• current competitive market conditions;
• level of responsibility and importance of the position within the Company; and
• particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual.

Using this information, together with budgetary guidelines and other internally generated planning and forecasting tools, the Board intends to perform an annual assessment of all executive officer compensation levels and then set base salaries or consulting fees of the NEOs in accordance with such assessment. The base compensation, if any, of the directors of the Company is also reviewed and set annually by the Board.

Short-term Incentive Compensation – Bonus

Short-term incentive compensation of each NEO consists of cash or share bonuses which, if awarded, recognize the contributions to achieving the Company's goal and objectives that result in significant increase in Shareholder value. Bonus payments are determined by the Board of Directors in special circumstances.

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Long-Term Compensation – Stock Options

Long-term compensation is paid to NEOs in the form of grants of stock options. The Stock Option Plan is used to encourage share ownership and entrepreneurship on the part of the directors, senior management, employees and consultants and as such, the Board believes that the Stock Option Plan aligns the interests of NEOs with the interests of Shareholders by linking a component of executive compensation to the longer-term performance of the Company. See "Stock Option Plan and Other Incentive Plans" for additional information.

The Stock Option Plan is administered by the Board, who have full and final authority with respect to the granting of all options thereunder. All options granted to NEOs are approved by the Board, based on the recommendations of the Compensation Committee. In administering stock option grants, the Board generally takes into account the level of options granted by comparable companies for similar levels of responsibility, the executive's performance, anticipated future contribution and on reports received from management, its own observations on individual performance (where possible) and its assessment of individual contribution to Shareholder value.

In addition to determining the number of options to be granted pursuant to the methodology outlined above, and subject to earlier termination in the event of dismissal for cause, early retirement, voluntary resignation or termination other than for cause, or in the event of death or disability, the Board also makes the following determinations:

• the exercise price for each option granted;
• the date on which each option is granted;
• the vesting terms for each stock option; and
• the other material terms and conditions of each stock option grant.

The Board makes these determinations subject to and in accordance with the provisions of the stock option plan and the policies of the TSXV, and options granted under the plan are not transferable or assignable other than by testamentary instrument or pursuant to the laws of succession.

As of December 31, 2024, there were 9,000,000 stock options issued and outstanding to the Company's directors and NEOs pursuant to the Stock Option Plan.

Pension Plan Benefits

The Company does not currently have a pension plan that provides for payments or benefits to the directors or Named Executive Officers at, following, or in connection with retirement.

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