Gold Port : Statement of Executive Compensation

STATEMENT OF EXECUTIVE COMPENSATION

Gold Port Corporation

(the "Company")

(for the year ended December 31, 2021)

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

In this section "NEO" means the CEO, the CFO and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation was more than $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year.

During the year ended December 31, 2021, the Company had two NEOs; Adrian Hobkirk, the President and CEO of the Company, and Christopher P. Cherry, CFO of the Company.

Compensation Discussion and Analysis

The board of directors (the "Board") of the Company has not appointed a compensation committee so the responsibilities relating to executive and director compensation, including reviewing and recommending director compensation, overseeing the Company's base compensation structure and equity-based compensation programs, recommending compensation of the Company's officers and employees, and evaluating the performance of officers generally and in light of annual goals and objectives, is performed by the Board as a whole.

The Board also assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company. In determining and approving the base salary for each NEO, the Board take into consideration available market data. A specific benchmark is not targeted and a formal peer group has not yet been established by the Board.

The compensation for executives includes four components: base consulting fees, bonus (if applicable), incentive stock options ("Options") and perquisites. As a package, the compensation components are intended to satisfy the objectives of the compensation program (that is, to attract, retain and motivate qualified executives). There are no predefined or standard termination payments, change of control arrangements or employment contracts.

Philosophy and Objectives

The Company's compensation policies and programs are designed to be competitive with similar mining exploration companies and to recognize and reward executive performance consistent with the success of the Company's business. The compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including (a) attracting and retaining talented, qualified and effective executives, (b) motivating the short and long-term performance of these executives; and (c) better aligning their interests with those of the Company's shareholders.

In compensating its senior management, the Company has encouraged equity participation and in furtherance thereof employs its stock option plan (the "Option Plan").

Equity Participation

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation has been accomplished through the

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Company's Option Plan. Options are granted to executives and employees taking into account a number of factors, including the amount and term of Options previously granted, base consulting fees and bonuses and competitive factors. The amounts and terms of Options granted are determined by the Board.

Given the evolving nature of the Company's business, the Board continues to review the overall compensation plan for senior management so as to continue to address the objectives identified above.

Option-Based Awards

On February 7, 2018, the Board adopted its Option Plan, which is a 10% rolling stock option plan.

All Option grants require approval of the Board.

The Option Plan is administered by the Board and provides that Options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company.

Summary Compensation Table

					Non-equity incentive
					plan compensation
						($)
			Share-	Option-				All other	Total
			based	based	Annual	Long-term	Pension	compensa-	compensa-
Name and Principal		Salary	awards	awards	incentiv	incentive	value	tion	tion
Positions	Year(1)	($)	($)	($)	e plans	plans	($)	($)	($)
Adrian Hobkirk(2)	2021	218,128	56,352	Nil	Nil	Nil	Nil	Nil	274,480
President & CEO	2020	170,409	Nil	Nil	Nil	Nil	Nil	Nil	170,409
	2019	163,605	Nil	Nil	Nil	Nil	Nil	Nil	163,605
Christopher P. Cherry(3)	2021	184,700	56,352	Nil	Nil	Nil	Nil	Nil	241,052
CFO	2020	152,480	Nil	Nil	Nil	Nil	Nil	Nil	152,480
	2019	150,500	Nil	Nil	Nil	Nil	Nil	Nil	150,500

1. For the financial years ended December 31.
2. Mr. Hobkirk has served as President, CEO and a director of the Company since November 18, 2016.
3. Mr. Cherry has served as CFO and a director of the Company since November 18, 2016.

Incentive Plan Awards

Pursuant to the Option Plan, the Company may grant up to 10% of the issued and outstanding common shares of the Company.

The following table sets out all Option-based awards outstanding as at the year-ended December 31, 2021 for each NEO. There were no share-based awards granted to any of the NEOs:

Option-based Awards

	Number of
	Securities			Value of
	Underlying			Unexercised
	Unexercised	Option		in-the-Money
	Options	Exercise Price	Option	Options
Name and Principal Positions	(#)	($)	Expiration Date	($)
Adrian Hobkirk	425,000	0.23	September 16, 2025	Nil
President & CEO	250,000	0.18	February 12, 2026	Nil
Christopher P. Cherry	425,000	0.23	September 16, 2025	Nil
CFO	250,000	0.18	February 12, 2026	Nil

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets out the value vested during the financial year-ended December 31, 2021 for Options awarded under the Option Plan for the NEO, as well as the value earned under non-equity incentive plans for the same period.

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	Option-based		Non-equity incentive
	awards-	Share-based awards -	plan compensation
	Value vested during	Value vested during	Value earned during
	the year	the year	the year
Name	($)	($)	($)
Adrian Hobkirk	Nil	Nil	Nil
President & CEO
Christopher P. Cherry	Nil	Nil	Nil
CFO

Termination and Change of Control Benefits

There are no compensatory plans or arrangements with respect to any NEO resulting from the resignation, retirement or any other termination of employment of the officer's employment or from a change of an NEO's responsibilities following a change in control.

Director Compensation

During the most recently completed financial year-ended December 31, 2021, the directors who were not NEOs received the following compensation for services provided to the Company:

			Non-equity
	Fees	Share-based	incentive		All other
	earned	awards	plan compensa	Pension	compensation
Name	($)	($)	tion ($)	value ($)	($)	Total ($)
Allen V. Ambrose(1)	38,115	33,811	N/A	N/A	N/A	71,926
Richard Barnett(2)	14,500	22,540	N/A	N/A	N/A	37,040
William (Bill) Feyerabend(3)	48,268	22,540	N/A	N/A	N/A	70,808

1. Mr. Ambrose was appointed as a director of the Company on August 10, 2006.
2. Mr. Barnett has served as a director of the Company since July 20, 2020.
3. Mr. Feyerabend has served as a director of the Company since July 20, 2020.

Outstanding Option-Based Awards

The following table sets forth for each director, other than those who are also NEOs of the Company, all awards outstanding at the end of the most recently completed financial year-ended December 31, 2021, including awards granted before the most recently completed financial year.

				Value of
	Number of securities			unexercised
	underlying			in-the-money
	unexercised options	Option exercise	Option expiration	options
Name	(#)	price ($)	date	($)
	250,000	0.23	September 16, 2025	Nil
Allen V. Ambrose	150,000	0.18	February 12, 2026	Nil
	250,000	0.23	September 16, 2025	Nil
Richard Barnett	100,000	0.18	February 12, 2026	Nil
	250,000	0.23	September 16, 2025	Nil
William (Bill) Feyerabend	100,000	0.18	February 12, 2026	Nil

Narrative Discussion

The Company has no arrangements, standard or otherwise, pursuant to which directors were compensated by the Company for their services as directors, for committee participation, for involvement in special assignments during the most recently completed financial year.

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The purpose of granting such Options is to assist the Company in compensating, attracting, retaining and motivating the directors, officers, employees and consultants and to closely align the personal interests of such persons to that of the shareholders.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth, for each director, other than those who are also NEOs of the Company, the value of all incentive plan awards vested during the financial year-ended December 31, 2021:

			Non-equity incentive
	Option-based awards-	Share-based awards -	plan compensation
	Value vested during	Value vested during	Value earned during
	the year	the year	the year
Name	($)	($)	($)
Allen V. Ambrose	Nil	Nil	Nil
Richard Barnett	Nil	Nil	Nil
William (Bill) Feyerabend	Nil	Nil	Nil

ADDITIONAL INFORMATION

Additional information concerning the Company can be found on SEDAR at www.sedar.com and on the Company's website at https://www.goldportcorporation.com/.

Financial information relating to the Company is provided in the Company's audited financial statements and the management discussion and analysis ("MD&A") for the year-ended December 31, 2021. Shareholders may download the financial statements and MD&A from SEDAR (www.sedar.com) or contact the Company directly to request copies of the financial statements and MD&A by: mail to Suite 400 - 1681 Chestnut Street, Vancouver, BC, V6J 4M6; or fax to 604-737-1140. Additional financial information concerning the Company may be obtained by any shareholder free of charge by contacting the Company at 604-737-2303.