BeMetals : Statement of Executive Compensation

BEMETALS CORP.

(the "Corporation")

FORM 51-102F6

STATEMENT OF EXECUTIVE COMPENSATION

(for the year ended December 31, 2021)

For the purpose of this Statement of Executive Compensation:

"CEO" means an individual who acted as chief executive officer of the Corporation, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of the Corporation, or acted in a similar capacity, for any part of the most recently completed financial year;

"closing market price" means the price at which the Corporation's security was last sold, on the applicable date,

1. in the security's principal marketplace in Canada, or
2. if the security is not listed or quoted on a marketplace in Canada, in the security's principal marketplace;

"company" includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

"equity incentive plan" means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based Payment;

"external management company" includes a subsidiary, affiliate or associate of the external management company;

"grant date" means a date determined for financial statement reporting purposes under IFRS 2 Share-based Payment;

"incentive plan" means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

"incentive plan award" means compensation awarded, earned, paid, or payable under an incentive plan;

"NEO" or "Named Executive Officer" means each of the following individuals:

1. a CEO;
2. a CFO;
3. 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
4. each individual who would be an 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 the end of that financial year;

"non-equityincentive plan" means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

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"option-basedaward" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons;

"share-basedaward" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

The Corporation completed a share split on the basis of three post-split common shares for every one pre-split common shares on January 4, 2017. All figures in this Statement of Executive Compensation reflect the share split.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The compensation of the Corporation's Named Executive Officers has been established with a view of attracting and retaining executives critical to the Corporation's short and long-term success and to continue providing executives with compensation that is in accordance with existing market standards. Compensation provided to the Corporation's NEOs is determined and reviewed by the Corporation's Compensation Committee. In establishing executive compensation policies, the Compensation Committee takes into consideration the recommendations of management and, following discussion and review, reports them to the Corporation's full board of directors (the "Board of Directors" or "Board") for final approval. The members of the Compensation Committee for the financial year ended December 31, 2021 were Clive Johnson, Roger Richer, and Tom Garagan.

Compensation of the Corporation's Named Executive Officers is comprised of a base salary and the granting of options to purchase common shares under the Corporation's stock option plan (as more particularly described below). Through its executive compensation practices, the Corporation seeks to provide value to its shareholders by employing a strong executive leadership team. Specifically, the Corporation's executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve the Corporation's strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to the Corporation's success, and align the interests of the Corporation's executives and shareholders by motivating executives to increase shareholder value.

Within the context of the overall objectives of the Corporation's compensation practices, the Corporation determined the specific amounts of compensation to be paid to its executives during the year ended December 31, 2021 based on a number of factors including the Corporation's executive performance during the fiscal year, the roles and responsibilities of the Corporation's executives, the individual experience and skills of and expected contributions from the Corporation's executives, the Corporation's executives' historical compensation and performance within the Corporation, and any contractual commitments the Corporation has made to its executives regarding compensation.

The Board of Directors of the Corporation has not conducted a formal evaluation of the implications of the risks associated with the Corporation's compensation practices and policies. Risk management is a consideration of the Board of Directors when implementing its compensation policies and the Board of Directors do not believe that the Corporation's compensation policies result in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Corporation.

Base Salary

The Corporation believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Corporation also believes that attractive base salaries can motivate and reward executives for their overall performance.

To the extent that the Corporation has entered into employment agreements with its executives, the base salaries of such individuals reflect the base salaries that the Corporation negotiated with them. The base salaries that the Corporation negotiated with its executives were based on the individual experience and skills of, and expected contribution from, each executive, the roles and responsibilities of the executive, the base salaries of the Corporation's existing executives and other factors. The employment agreements that were entered into with certain of the Corporation's Named Executive Officers are summarized under "Named Executive Officer Employment Agreements" below.

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Option Based Awards

The Corporation has in effect a stock option plan (the "Stock Option Plan") in order to provide effective incentives to directors, officers, and senior management personnel and consultants of the Corporation and to enable the Corporation to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Corporation's Shareholders. In determining option grants to the Named Executive Officers, the Board of Directors together with management takes into consideration factors that include the amount and exercise price of previous option grants, the NEO's experience, level of expertise and responsibilities, and the contributions of each NEO towards the completion of corporate transactions in any given fiscal year.

Under the Stock Option Plan, the number of common shares reserved for issuance pursuant to the exercise of stock options is equal to 10% of the issued common shares of the Company from time to time. For details of the Stock Option Plan, please refer to the Company's Information Circular dated October 29, 2021 available on SEDAR at www.sedar.com.

Use of Financial Instruments

The Corporation does not have a policy that would prohibit a Named Executive Officer or director from purchasing 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 Named Executive Officer or director. However, management is not aware of any Named Executive or director purchasing such an instrument.

Named Executive Officers Compensation

In accordance with the provisions of applicable securities legislation, the Corporation had four (4) Named Executive Officers during the financial year ended December 31, 2021, namely John Wilton (President, CEO and a director), Nicholas Furber (CFO), Kristen Reinertson (Corporate Secretary and a director, and Former CFO), and Derek Iwanaka (VP of Investor Relations & Corporate Development).

The following table sets out certain information respecting the compensation paid to the Named Executive Officers of the Corporation during the financial years ended December 31, 2021, 2020, and 2019.

					Non-equity incentive
	Financial				plan compensation ($)		All
	Year		Share-	Option		Long-		other	Total
NEO Name	ended		based	-based	Annual	term	Pension	comp-	comp-
And	December 31	Salary	awards	awards	incentive	incentive	value	ensation	ensation
Principal Position		(C$)	(C$)	(C$)	plans	plans	(C$)	(C$)	(C$)
John Wilton (1)	2021	249,447	Nil	331,201(5)	Nil	Nil	Nil	Nil	580,648
President, CEO and a	2020	228,685	Nil	183,898(7)	Nil	Nil	Nil	Nil	412,583
director	2019	225,244	Nil	Nil	Nil	Nil	Nil	Nil	225,244
Nicholas Furber (2)	2021	60,750(2)	Nil	165,385(6)	Nil	Nil	Nil	Nil	226,135
2020	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
CFO
2019	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Kristen Reinertson (3)	2021	104,000(3)	Nil	165,601(5)	Nil	Nil	Nil	Nil	269,601
Corporate Secretary and a	2020	22,500(3)	Nil	45,975(7)	Nil	Nil	Nil	Nil	68,475
director, Former CFO	2019	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Derek Iwanaka (4)	2021	160,000	Nil	165,601(5)	Nil	Nil	Nil	Nil	325,601
VP Investor Relations &	2020	140,000	Nil	91,949(7)	Nil	Nil	Nil	Nil	231,949
Corporate Development	2019	140,000	Nil	Nil	Nil	Nil	Nil	Nil	140,000

Notes:

1. John Wilton has served as the President, Chief Executive Officer and a director of the Corporation since February 26, 2018. For the years ended December 31, 2020 and 2019, Mr. Wilton's annual salary was US$170,000. On May 1, 2021,
   Mr. Wilton's annual salary increased to US$215,000.
2. Nicholas Furber has served as the Chief Financial Officer of the Corporation since July 7, 2021. Mr. Furber is paid a consulting fee of C$11,000 per month.

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1. Kristen Reinertson has served as Corporate Secretary of the Corporation since December 9, 2016 and as a director of the Corporation since May 11, 2018. Ms. Reinertson was also the Chief Financial Officer of the Corporation from December 9, 2016 to July 7, 2021. From October 1, 2020, Ms. Reinertson was paid a consulting fee of C$7,500 per month. On May 1, 2021, Ms. Reinertson's consulting fee increased to C$11,000 per month. On September 1, 2021, Ms.
   Reinertson's consulting fee decreased to C$7,5000 per month.
2. Derek Iwanaka has served as the Vice-President of Investor Relations and Corporate Development of the Corporation since October 1, 2018. For the years ended December 31, 2020 and 2019, Mr. Iwanaka's annual salary was C$140,000. On May 1, 2021, Mr. Iwanaka's annual salary increased to C$170,000.
3. This amount represents the estimated fair value of stock options granted on June 1, 2021 using the Black-Scholes fair value method for stock-based compensation, assuming a risk free interest rate of 1.30%, an average expected life of 10 years, a 75% annualized volatility rate, and a 0.0% dividend rate. The Corporation chose this methodology because it is recognized as the most common methodology used for valuing options and doing value comparisons. On June 1, 2021, the Corporation granted 1,000,000 stock options to Mr. Wilton, 500,000 stock options to Ms. Reinertson and 500,000 stock options to Mr. Iwanaka, all exercisable at a price of C$0.425 until June 1, 2031.
4. This amount represents the estimated fair value of stock options granted on July 7, 2021 using the Black-Scholes fair value method for stock-based compensation, assuming a risk free interest rate of 1.21%, an average expected life of 10 years, a 75% annualized volatility rate, and a 0.0% dividend rate. The Corporation chose this methodology because it is recognized as the most common methodology used for valuing options and doing value comparisons. On July 7, 2021, the Corporation granted 500,000 stock options to Mr. Furber, exercisable at a price of C$0.425 until July 7, 2031
5. This amount represents the estimated fair value of stock options granted on January 7, 2020 using the Black-Scholes fair value method for stock-based compensation, assuming a risk free interest rate of 1.59%, an average expected life of 10 years, a 75% annualized volatility rate, and a 0.0% dividend rate. The Corporation chose this methodology because it is recognized as the most common methodology used for valuing options and doing value comparisons. On January 7, 2020, the Corporation granted 1,000,000 stock options to Mr. Wilton, 250,000 stock options to Ms. Reinertson and 500,000 stock options to Mr. Iwanaka, all exercisable at a price of C$0.235 until January 7, 2030.

INCENTIVE PLAN AWARDS

The following table sets forth information concerning all awards outstanding at the end of the financial year ended December 31, 2021 for each Named Executive Officer.

OUTSTANDING SHARE-BASEDAWARDS AND OPTION-BASEDAWARDS TABLE

		Option-based Awards		Share-based Awards (3)
						Market
						or payout
					Number	value of	Market or
					of shares	share-	payout value
	Number of			Value of	or units	based	of vested
	securities			unexercised	of shares	awards	share-based
	underlying	Option		in-the-	that have	that have	awards not
	unexercised	exercise	Option	money	not	not	paid out or
	options	price	expiration	options (2)	vested	vested	distributed
NEO Name	(#)	(C$)	date	(C$)	(#)	(C$)	(C$)
	2,250,000	0.24	Feb 27, 2028	Nil
John Wilton	1,000,000	0.235	Jan 7, 2030	5,000	N/A	N/A	N/A
	1,000,000	0.425	Jun 1, 2031	Nil
Nicholas Furber	500,000	0.425	Jul 7, 2031	Nil	N/A	N/A	N/A
	150,000(1)	0.06(1)	Dec 9, 2026	27,000
Kristen Reinertson	250,000	0.235	Jan 7, 2030	1,250	N/A	N/A	N/A
	500,000	0.425	Jun 1, 2031	Nil
	750,000	0.21	Oct 1, 2028	22,500
Derek Iwanaka	500,000	0.235	Jan 7, 2030	2,500	N/A	N/A	N/A
	500,000	0.425	Jun 1, 2031	Nil

Notes:

1. The Corporation completed a 3:1 share split effective January 4, 2017. These numbers have been adjusted to reflect the share split.

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1. Based on the difference between the exercise price of the options and the closing price of the Corporation's common shares on the TSX Venture Exchange on December 31, 2021 of C$0.24.
2. The Corporation has not granted any share-based awards.

Incentive Plan Awards - Value Vested or Earned During the Year

1,916,663 stock options held by Named Executive Officers vested during the year ended December 31, 2021. None of the Named Executive Officers exercised any stock options during the year ended December 31, 2021. The following table summarizes, for the Named Executive Officers of the Corporation, the value of incentive plan awards vested or earned during the year ended December 31, 2021.

			Non-equity incentive plan
NEO Name	Option-based awards - Value	Share-based awards - Value	compensation - Value earned
vested during the year	vested during the year	during the year
	(C$)	(C$) (5)	(C$)
John Wilton	118,333(1)	N/A	Nil
Nicholas Furber	Nil(2)	N/A	Nil
Kristen Reinertson	12,083(3)	N/A	Nil
Derek Iwanaka	24,167(4)	N/A	Nil

Notes:

1. 333,333 of Mr. Wilton's stock options with an exercise price of C$0.425 vested on grant on June 1, 2021. The stock price at the time of vesting was C$0.425. 333,333 previously granted stock options with an exercise price of C$0.235 vested on January 7, 2021. The stock price at the time of vesting was C$0.38. 500,000 of Mr. Wilton's previously granted stock options with an exercise price of C$0.24 vested on February 1, 2021. The stock price at the time of vesting was C$0.38.
2. 166,666 of Mr. Furber's stock options with an exercise price of C$0.425 vested on grant on July 7, 2021. The stock price at the time of vesting was C$0.395.
3. 166,666 of Ms. Reinertson's stock options with an exercise price of C$0.425 vested on grant on June 1, 2021. The stock price at the time of vesting was C$0.425. 83,333 of Ms. Reinertson's previously granted stock options with an exercise price of C$0.235 vested on January 7, 2021. The stock price at the time of vesting was C$0.38.
4. 166,666 of Mr. Iwanaka's stock options with an exercise price of C$0.425 vested on grant on June 1, 2021. The stock price at the time of vesting was C$0.425. 166,666 of Mr. Iwanaka's previously granted stock options with an exercise price of C$0.235 vested on January 7, 2021. The stock price at the time of vesting was C$0.38.
5. The Corporation has not granted any share-based awards.

Narrative Discussion

The only plan based award program that the Company currently operates with is its Stock Option Plan. The Company's current Stock Option Plan was adopted by the Board of Directors on December 9, 2016. The purpose of the Stock Option Plan is to advance the interests of the Company, through the grant of options, by (1) providing an incentive mechanism to foster the interest of directors, officers, employees and consultants in the success of the Company; (2) encouraging directors, officers, employees and consultants to remain with the Company; and (3) attracting new directors, officers, employees and consultants.

The Stock Option Plan is administered by the Board or the Compensation Committee established by the Board for the purpose of administering the Stock Option Plan. At the present time, option grants are approved by either the Board or the Compensation Committee. It is the responsibility of the granting party to determine:

1. persons entitled to receive the option grant;
2. the number of options to be granted;
3. the exercise price, which shall not be less than market price for the Company's common shares at the date of grant;
4. an expiry date of no more than ten (10) years after the date of the grant; and
5. the manner, if any, in which the option shall vest and become exercisable.