COMPENSATION COMMITTEE CHARTER

General

The Board of Directors of the Corporation (the “Board”) has established a Compensation Committee (the “Committee”) for the purpose of approving or providing the Board with recommendations relating to compensation of executive officers, succession plans for executive officers, human resources policies for executive officers, and administration of the Corporation’s compensation and benefits plans.
Members

The Board will in each year appoint a minimum of three (3) directors as members of the Committee. The majority of the members of the Committee shall be non-management directors and shall be independent within the meaning of all applicable U.S. and Canadian securities laws and the rules of the Toronto Stock Exchange (the “Applicable Regulations”); provided, however, that one or more members of the Committee may be non-independent if permitted by all Applicable Regulations.
Duties

The Committee will have the following duties:

A. Executive Officers and Directors
- Review, approve and report to the Board annually on management’s succession plans for all executive officers, other than the Chief Executive Officer (the “CEO”), including specific development plans and career planning for potential successors;
- Review and recommend to the Board for approval the general compensation philosophy and guidelines for all directors and executive officers, including the CEO. This includes incentive plan design and other remuneration;
- Review and make recommendations to the Board with respect to all stock options granted under the Corporation’s Stock Option Plan, all options granted and securities awarded under the Share Compensation Plan and all fees paid and awarded under the Deferred Share Unit Plan (collectively, the “Plans”), including the terms and conditions of those grants;
- Review and recommend to the Board the compensation, including salary, incentives, benefits and other perquisites, of all directors and executive officers, except for the CEO; and
- Report on executive compensation as required in public disclosure documents.
B. CEO
- Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those corporate goals and objectives, consider the Board’s report respecting the CEO’s performance and make recommendations to the Board regarding the CEO’s compensation level based on this evaluation, including salary, incentives, benefits and other perquisites.
- Notwithstanding any provisions contained herein to the contrary, the CEO shall not be permitted to attend the Committee’s deliberations and voting relating to the CEO’s compensation.
C. Corporate Human Resources
- Establish compensation and recruitment policies and practices for the Corporation’s executive officers, including establishing levels of salary, incentives, benefits and other perquisites provided to executives of the Corporation and its subsidiaries; provided, however, that the compensation of individual executive officers shall be subject to the Board’s approval.
D. Compensation Plans
- Administration of the Corporation’s Plans, and making of awards under the plans, and, without limiting the foregoing, will have the following responsibilities with respect thereto:
- Report to the Board on all matters relating to the Plans;
- Interpret and administer the Plansas provided in the Plans;
- Approve for recommendation to the Board awards to eligible persons;
- Recommend to the Board the exercise price, vesting terms, limitations, restrictions, and conditions upon awards;
- Make recommendations to the Board with respect to the amendment of the Plans;
- Make recommendations to the Board to establish, amend and rescind any rules and regulations relating to the Plans;
- Make determinations deemed necessary or desirable for the administration of the Plansand make such recommendations to the Board; and
- Correct any deficiency, inconsistency or omission in the Plans.
- Administration of any other compensation and benefits plans, if and to the extent that such administration is delegated to the Committee by the Board.
E. Outside Advisors
- The Committee will receive and consider all requests for the retention of outside advisors and experts from an individual director, the Board, and all its committees (except for the Audit Committee, which will notify the Committee of its actions in this regard).
F. Public Disclosure
- The Committee shall review all executive compensation disclosure before the Corporation publicly discloses this information.
G. Report to Board
- The Committee shall regularly report to the Board on its activities and findings.
H. Annual Review
- The Committee will annually review and re-assess the adequacy of this Charter and recommend updates to this Charter and will receive approval of all changes from the Board.

4. Chair

The Board will in each year appoint the Chair of the Committee from among the members of the Committee. In the Chair’s absence, or if the position is vacant, the Committee may select another member as Chair. The Chair will not have a casting vote.

5. Meetings

The Committee will meet not less than once per year at the request of its Chair and may also meet at any other time or times at the request of any member of the Committee. Notices calling meetings will be sent to all Committee members, to the CEO of the Corporation, to the Chair of the Board and to all other directors.

The CEO of the Corporation and, to the extent the Chair of the Board is not otherwise a member of the Committee, the Chair, and all other directors who are not members of the Committee may attend all meetings of the Committee in an ex-officio capacity and will not vote. The CEO shall not attend in-camera sessions.

6. Quorum

A majority of members of the Committee, present in person, by teleconferencing, or by videoconferencing, or by any combination of the foregoing, will constitute a quorum.

7. Removal and Vacancy

A member may resign from the Committee and may also be removed and replaced at any time by the Board, and will automatically cease to be a member as soon as the member ceases to be a director of the Company. The Board will fill vacancies in the Committee by appointment from among the directors of the Board in accordance with Section 2 of this Charter. Subject to quorum requirements, if a vacancy exists on the Committee, the remaining members will exercise all its powers.

8. Authority

The Committee may engage and compensate, at the Corporation’s expense, and with the approval of the Chair, any outside advisor or expert as it deems necessary to permit it to carry out its duties.

9. Secretary and Minutes

The Chair of the Committee will appoint a member of the Committee or other person to act as Secretary of the Committee for the purposes of a meeting of the Committee. The minutes of the Committee will be in writing and duly entered into the books of the Corporation and will be circulated to all members of the Board.

Revised & Approved on June 23, 2022

West Vault Mining Inc.

Qualifying Statements

For readers to fully understand the information in this independent media, they should read the 2023 Pre-feasibility Study, which has been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) (available on www.sedar.com), in its entirety, including all qualifications, assumptions, limitations and exclusions that relate to the information set out in this independent media. The 2023 Pre-feasibility Study is intended to be read as a whole, and sections should not be read or relied upon out of context. The technical information in this independent media is derived from, and subject to the assumptions and qualifications contained in, the 2023 Pre-feasibility Study.

Qualified Person for This Independent Media

Sandy McVey P.Eng., Chief Executive Officer and Chief Operating Officer for West Vault Mining, as a non-independent Qualified Person as defined in NI 43-101, has reviewed and approved the technical information disclosed in this independent media.

Disclaimer for Forward-Looking Information

This independent media may contain forward-looking information or forward-looking statements (collectively “forward-looking information”) within the meaning of applicable securities laws. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this email include, without limitation, statements regarding the potential economic performance of the Project based on the 2023 Pre-feasibility Study, the Company’s ability to obtain any additional permits required to commence and complete construction and perform operations, the Company’s ability to obtain funding on reasonable terms, and the potential identification, execution, and realization of accretive opportunities. Although West Vault Mining believes that such information as set out in this independent media is reasonable, it can give no assurance that such expectations and estimates will prove correct. West Vault Mining cautions investors that any forward-looking information provided by West Vault Mining is not a guarantee of future results or performance, and that actual results may differ materially from forward-looking information as a result of various factors. The reader is referred to West Vault Mining’s public filings for a more complete discussion of such risk factors and their potential effects; these may be accessed through the Company's profile on SEDAR at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

Note to US Investors

This independent media has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined in and required to be disclosed by NI 43-101. However, these terms are not defined terms under SEC S-K 1300 and are normally not permitted to be used in reports and registration statements filed with the SEC. In addition, the terms “Mineral Reserve”, “Probable Mineral Reserve” and “Proven Mineral Reserve” are also defined in NI43-101 and not S-K 1300. Investors are cautioned not to assume that all or any part of an “Indicated Mineral Resource” or “Inferred Mineral Resource” will ever be upgraded to a higher category or converted into Mineral Reserves in accordance with S-K 1300. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of Feasibility or Pre-feasibility Studies, except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a Mineral Resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “Reserves” by SEC S-K 1300 standards as in-place tonnage and grade without reference to unit measures. Accordingly, information contained in this independent media contains descriptions of West Vault Mining’s mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

COMPENSATION COMMITTEE CHARTER

Corporate Responsibility

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