Elevation Gold Mining : Statement of Executive Compensation (Form 51-102F6) - English

ELEVATION GOLD MINING CORP.

FORM 51-102F6

STATEMENT OF EXECUTIVE COMPENSATION

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

(the "Statement of Executive Compensation")

For the purposes of this Statement of Executive Compensation:

Set out below are particulars of compensation paid to the following persons (the "Named Executive Officers"):

1. the Company's Chief Executive Officer ("CEO");
2. the Company's Chief Financial Officer ("CFO");
3. each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, 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 fiscal year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 Statement of Executive Compensation for that fiscal year; and
4. each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that fiscal year.

Where a Named Executive Officer acted in that capacity for the Company during part of the fiscal year for which disclosure is required in the summary compensation table, the Company provides details of all of the compensation that the Named Executive Officer received from the Company for that fiscal year, including compensation the Named Executive Officer earned in any other position with the Company during the fiscal year.

During the fiscal year ended December 31, 2021, the Company had five Named Executive Officers: Messrs. Kenneth Berry, the Company's former Chairman, President and CEO; David Splett, the Company's former CFO and Corporate Secretary; Michael G. Allen, President and the Company's former Vice President, Corporate Development; Warwick Board, Vice President, Exploration and Joel Murphy, the Company's former General Manager, Moss Mine.

On September 24, 2021 the Company completed a consolidation of the issued and outstanding common shares on the basis of one post-consolidation common share for every six pre-consolidation common shares. The exercise or conversion price and the number of shares issuable under the Company's outstanding stock options, warrants, and other convertible instruments were proportionately adjusted upon completion of the consolidation. All information relating to issued and outstanding common shares, share options, warrants, other convertible instruments, and per share amounts in this Statement of Executive Compensation has been adjusted retrospectively to reflect the share consolidation.

Compensation Discussion and Analysis

The following discussion and analysis focuses on the compensation paid to Named Executive Officers for the financial year ended December 31, 2021. The Board reviews and monitors the long-range compensation strategy for the senior management of the Company. The Board determines the type and amount of compensation for the President and CEO and other executive officers. Given the Company's size and its stage of development, the Company has not formalized any rules with respect to compensation at this time. The Company currently relies on the recommendations of the Compensation, Corporate Governance and Nominating Committee and Board discussion to determine the amount of compensation payable to officers of the Company. The Compensation, Corporate Governance and Nominating Committee consists of Marcel de Groot, Geoff Burns and Raymond Threlkeld, of which all members are independent.

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The Board is of the view that the Compensation, Corporate Governance and Nominating Committee collectively has the knowledge, skills, experience and background to make decisions on the suitability of the Company's compensation policies and practices. A description of such skills and experience of each member of the Compensation, Corporate Governance and Nominating Committee is set out herein. Mr. de Groot co-founded Pathway Capital Ltd., a Vancouver based venture capital company, in September 2004 and serves as the company's President. Mr. de Groot has extensive public company experience, including serving as a Director of Equinox Gold Corp. from June 2007 until March 2020, where he acted as the Chairman of the Compensation Committee. Mr. de Groot was also a director of Galiano Gold Inc. from July 2009 until May 2022. Mr. de Groot holds a Bachelor of Commerce degree from the University of British Columbia and is a Chartered Professional Accountant with the Chartered Professional Accountants of British Columbia. Mr. Burns has gained extensive experience in executive compensation matters through his role as Chairman and a director of Maverix Metals Inc. from June 2016 to present and as the former President and Chief Executive Officer of Pan American Silver Corp. from May 2004 to December 31, 2015. Mr. Threlkeld has gained extensive experience in executive compensation through his roles as Director of Kirkland Lake Gold Inc. from 2016 to 2020, Director of New Gold Inc. from 2009 to 2019, CEO and Director of Rainy River Resources Ltd from 2009 to 2013 and as Director of Western Goldfields Inc. from 2005 to 2009.

The amount of compensation paid to management, employees and consultants of the Company is also based upon the financial situation of the Company, and competitive in relation to other mining companies with similar assets under management.

Compensation Philosophy and Objectives

The compensation program for the executive officers of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including:

1. attracting and retaining talented, qualified and effective executives;
2. motivating the short and long-term performance of these executives; and
3. better aligning the interests of the executive officers with those of the Company's shareholders.

Executive Compensation Policy

In compensating its executive officers, the Company has employed a combination of base salary, bonus compensation and equity participation through its stock option plan and its Share Unit Plan (as defined herein).

Base Salary

Base salary is the principal component of executive compensation and the base salary for each executive officer is based on the position held and the related responsibilities and functions performed by the executive. Individual and corporate performance is also taken into account in determining base salary levels for executives.

Bonus Incentive Compensation

The Board approves executive bonus compensation after receiving and reviewing the recommendations of the Compensation Committee. The recommendations of the Compensation Committee may include input from executive officers.

Long-Term Incentive

Stock Option Plan

Long-term incentive is achieved through participation in the Company's stock option plan dated for reference November 7, 2011 (the "Option Plan"). Stock options are granted to senior management, employees and consultants, taking into account a number of factors including base salary and bonuses and competitive factors. Vesting terms of

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options are determined by the Board and are in accordance with the Option Plan and the TSX Venture Exchange (the "TSXV") policies.

The stock option component of executive officers' compensation is intended to advance the interests of the Company by encouraging the officers of the Company to acquire common shares in the capital of the Company (each, a "Common Share"), thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with a long-term incentive in their efforts on behalf of the Company in the conducting of its affairs. Grants under the Option Plan are intended to provide long-term awards linked directly to the market value performance of the Common Shares. The board of directors of the Company (the "Board") reviews management's recommendations for the granting of stock options to management, directors, officers and other employees and consultants of the Company and its subsidiaries. Stock options are granted according to the specific level of responsibility of the particular executive. The number of outstanding options is also considered by the Board when determining the number of options to be granted in any particular year due to the limited number of options which are available for grant under the Option Plan. For a summary of the material terms of the Option Plan, see "Incentive Plan Awards - Option Plan".

Share Unit Plan

On September 26, 2019, the Board approved the adoption of a performance share unit and restricted share unit plan (the "Share Unit Plan"), which was accepted by the TSXV on May 4, 2020 and approved by the disinterested shareholders of the Company at the annual and special meeting held on December 11, 2019.

A summary of certain provisions of the Share Unit Plan is set out below under "Incentive Plan Awards - Share Unit Plan".

Compensation Risk Assessment and Mitigation

The Board has considered the implications of the risks associated with the Company's compensation policies and practices. The Board is responsible for setting and overseeing the Company's compensation policies and practices. Through its Compensation Committee, the Board provides monitoring and oversight of compensation policies and practices of the Company, and the Compensation Committee reviews, considers and adjusts these matters at least annually as necessary. The Compensation Committee is responsible for implementing practices to identify and mitigate compensation policies that could encourage a Named Executive Officer or individual at a principal business unit or division to take inappropriate or excessive risks. The Company currently believes that none of its policies encourage its Named Executive Officers 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.

There are no restrictions on Named Executive Officers 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 Named Executive Officer or director. For the year ended December 31, 2021, no Named Executive Officer 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.

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Summary Compensation Table

The following table is a summary of compensation paid or granted to the present Named Executive Officers during the fiscal years ended December 31, 2021, December 31, 2020, and June 30, 2020:

						Non-equity
						incentive plan
						compensation
							($)
			Share	Option			Long-
Name			Based	Based	Annual		term	Pension	All other	Total
and Position of		Salary	Awards	Awards	incentive	incentive	Value	compensation	Compensation
Principal	Year(1)	($)	($)	($)	plans		plans	($)	($)	($)
Kenneth	Dec 31, 2021	$58,333	N/A	$Nil	N/A		N/A	N/A	$857,143(3)	$915,476
Berry(2)	Dec 31, 2020	$175,000	N/A	$Nil	N/A		N/A	N/A	$630,000(15)	$805,000
Former
June 30, 2020	$350,000	N/A	$Nil	N/A		N/A	N/A	$Nil	$350,000
Chairman,
President,
CEO and
Director
David	Dec 31, 2021	$291,188	N/A	$183,600(5)	N/A		N/A	N/A	$Nil	$474,788
Dec 31, 2020	$112,500								$125,000(16)
Splett(4)	N/A	$Nil	N/A		N/A	N/A	$237,500
Former CFO	June 30, 2020	$100,673	N/A	$180,200(6)	N/A		N/A	N/A	$Nil	$280,873
and Corporate
Secretary
Michael G.	Dec 31, 2021	$280,542	$75,210(	$348,680(17)	N/A		N/A	N/A	$Nil	$629,222
Allen(7)	Dec 31, 2020	N/A	19)	$Nil	N/A		N/A	N/A	$Nil	$Nil
President and	N/A
June 30, 2020	N/A	$Nil	N/A		N/A	N/A	$Nil	$Nil
Former Vice			N/A
President,
Corporate
Development
Warwick	Dec 31, 2021	$257,110	$125,35	$305,735(18)	N/A		N/A	N/A	$Nil	$562,845
Board(8)	Dec 31, 2020	N/A	0	(20)	$Nil	N/A		N/A	N/A	$Nil	$Nil
Vice
June 30, 2020	N/A	N/A	$Nil	N/A		N/A	N/A	$Nil	$Nil
President,
		N/A
Exploration
Joel	Dec 31, 2021	$265,053(10)	N/A	$73,440	N/A		N/A	N/A	$142,488(11)	$480,981
Murphy(9)	Dec 31, 2020	$137,823(1	N/A	$Nil	N/A		N/A	N/A	$145,723(11)	$283,546(12)
Former	June 30, 2020	0)	$310,000(	$Nil	N/A		N/A	N/A	$21,240(14)	$597,094
General	$265,854(10
	13)
Manager,
	)
Moss Mine

1. Effective in 2020, the Company changed its financial year end from June 30th to December 31st, resulting in a six month financial year for the financial year ended December 31, 2020.
2. Mr. Berry resigned as Chairman, President and CEO on February 25, 2021 and ceased to be a director of the Company on May 21, 2021.
3. Represents a termination payment to Mr. Berry.
4. Mr. Splett was appointed CFO and Corporate Secretary effective March 1, 2020 and resigned on November 29, 2021.
5. Mr. Splett was granted 166,666 stock options during the fiscal year ended December 31, 2021, with an estimated grant-date fair value of $0.18 per share. The grant-date fair value is not necessarily the value of the option to the individual over time, nor the value that might ultimately be derived from the exercise of such options. The fair value of the option-based award was estimated on the date of grant of the stock options using the Black-Scholes

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Option Pricing Model with the following assumptions: risk-free interest rate of 0.97%, estimated volatility of 68%, expected life of 5 years, expected forfeiture rate of 0% and expected dividend yield of 0%.

1. Mr. Splett was granted 166,666 stock options during the fiscal year ended June 30, 2020, with an estimated grant- date fair value of $0.18 per share. The grant-date fair value is not necessarily the value of the option to the individual over time, nor the value that might ultimately be derived from the exercise of such options. The fair value of the option-based award was estimated on the date of grant of the stock options using the Black-Scholes Option Pricing Model with the following assumptions: risk-free interest rate of 1.40%, estimated volatility of 95%, expected life of 5 years, expected forfeiture rate of 0% and expected dividend yield of 0%.
2. Mr. Allen was appointed Vice President, Corporate Development on February 12, 2021. Mr. Allen resigned as Vice President, Corporate Development, and was appointed President, on February 25, 2021.
3. Mr. Board was appointed Vice President, Exploration on February 12, 2021.
4. Mr. Murphy resigned as General Manager, Moss Mine on September, 6, 2021.
5. Salary compensation for Mr. Murphy was earned in U.S. dollars and has been translated into Canadian dollars at average exchange rates for the periods presented.
6. Consists of a bonus paid to Mr. Murphy and a living allowance.
7. This value is exclusive of $315,000 in vested shared-based awards paid to Mr. Murphy. See "Incentive plan awards - value vested or earned during the year".
8. Mr. Murphy was granted 1,000,000 cash-settled RSUs (as defined below) pursuant to the Share Unit Plan during the fiscal year ended June 30, 2020 which had an estimated fair value at June 30, 2020 of $0.31 per share. The balance-date fair value is not necessarily the value of the units to the individual over time, nor the value that might ultimately be derived from the exercise of such units.
9. Consists of a living allowance.
10. Consists of a bonus paid to Mr. Berry.
11. Consists of a bonus paid to Mr. Splett.
12. Mr. Allen was granted 304,500 stock options during the fiscal year ended December 31, 2021, with an estimated grant-date fair value of $1.15 per share. The grant-date fair value is not necessarily the value of the option to the individual over time, nor the value that might ultimately be derived from the exercise of such options. The fair value of the option-based award was estimated on the date of grant of the stock options using the Black-Scholes Option Pricing Model with the following assumptions: risk-free interest rate of 0.97%, estimated volatility of 67%, expected life of 5 years, expected forfeiture rate of 0% and expected dividend yield of 0%.
13. Mr. Board was granted 257,500 stock options during the fiscal year ended December 31, 2021, with an estimated grant-date fair value of $1.19 per share. The grant-date fair value is not necessarily the value of the option to the individual over time, nor the value that might ultimately be derived from the exercise of such options. The fair value of the option-based award was estimated on the date of grant of the stock options using the Black-Scholes Option Pricing Model with the following assumptions: risk-free interest rate of 0.97%, estimated volatility of 67%, expected life of 5 years, expected forfeiture rate of 0% and expected dividend yield of 0%.
14. Mr. Allen was granted 27,250 equity-settled RSUs (as defined below) pursuant to the Share Unit Plan during the fiscal year ended December 31, 2021 which had an estimated fair value of $2.76 per share. The fair value is not necessarily the value of the units to the individual over time, nor the value that might ultimately be derived from the exercise of such units.
15. Mr. Board was granted 45,416 equity-settled RSUs (as defined below) pursuant to the Share Unit Plan during the fiscal year ended December 31, 2021 which had an estimated fair value of $2.76 per share. The fair value is not necessarily the value of the units to the individual over time, nor the value that might ultimately be derived from the exercise of such units.

Employment and Consulting Contracts

On October 1, 2016, Mr. Ken Berry entered into a revised consulting agreement with the Company under which Mr. Berry was engaged as the President and CEO of the Company for an indefinite term. The consulting agreement provided for an annual salary of $350,000 after the first gold pour at the Company's Moss Mine. Under the terms of the consulting agreement, Mr. Berry was eligible for an annual incentive bonus of up to 100% of his base salary and stock options at the discretion of the Board. Mr. Berry resigned as Chairman, President and CEO on February 25, 2021.

On January 22, 2020, Mr. David Splett entered into an executive employment agreement with the Company, under which Mr. Splett served as the Company's CFO and Corporate Secretary effective as of March 1, 2020 for an indefinite