PURPOSE

The Compensation and Nomination Committee (the “Committee”) of the board of directors (the “Board”) of Madoro Metals Corp. (the “Corporation”), under the supervision of the Board, shall have the overall responsibility for:

• reviewing and recommending the compensation of the Corporation’s Chief Executive Officer (“CEO”), other executive officers and key employees (collectively, the "Management");
   
• overseeing the Corporation’s compensation and benefits policies, plans and programs; 
   
• general oversight of the Corporation’s compensation structure;
   
• making recommendations relating to board size and composition, including the candidate selection process and the orientation of new members; and
   
• such other additional specific duties and responsibilities as are set out herein.

The term “compensation” shall include salary, incentive and equity compensation, bonuses, severance arrangements and other compensatory benefits or rights received under the Corporation’s benefit plans.

COMMITTEE COMPOSITION

The membership of the Committee shall be as follows:

• The Committee shall consist of a minimum of three members of the Board, appointed annually by members of the Board.
   
• The majority of the Committee will be independent. Independence of the Board members will be as defined by applicable legislation and, as a minimum, each independent member of the Committee will have no direct or indirect relationship with the Corporation, which, in the view of the Board, could reasonably interfere with the exercise of a member’s independent judgment.
   
• The Board will elect, by a majority vote, one Committee member to serve as chairperson of the Committee (the “Chairperson”) for a one-year term.
   
• Committee members may serve on the Committee for consecutive terms.
   
• A member may resign from the Committee.  Vacancies shall be filled by appointment from among the independent members of the Board.

MEETINGS

• The Committee shall meet as often as may be considered necessary or appropriate, in its judgment, and will report regularly to the full Board with respect to its activities. 
   
• The Committee may meet either in person, by teleconferencing, or by videoconferencing, at such times and place as determined by the Chairperson.
   
• A majority of the members of the Committee, present in person, by teleconferencing, or by videoconferencing will constitute a quorum.
   
• Minutes of the Committee meetings will be kept, filed in the Corporation's minute book and distributed to each member of the Committee and the Board.

RESPONSIBILITIES

Subject to the powers and duties of the Board, the Board hereby delegates to the Committee the following powers and duties to be performed by the Committee on behalf of and for the Board:

1)  Compensation of CEO, Other Executive Officers and Key Employees

• On an annual basis, or more frequently, if deemed necessary by the Committee or requested by the Board, review and recommend corporate goals and objectives concerning CEO and other executive officers’ compensation;
   
• Evaluate the CEO's, other executive officers’ and key employees' performance against these corporate goals and objectives;
   
• Determine and recommend the CEO's, other executive officers’ and key employees' compensation and benefits plans based on this evaluation;
   
• Review and recommend to the Board the overall compensation of each newly elected executive officer and key employee, including all employment related and severance agreements; and
   
• Evaluate on a periodic basis the competitiveness of the remuneration packages for Management.

2)  Board Compensation

• Review annually, or more frequently if deemed necessary by the Committee or requested by the Board, and recommend to the Board for its approval, the compensation paid to directors who serve on the Board or its committees, including any retainer, chair fees, and equity compensation. These recommendations should take into account North American and industry-wide compensation practices and trends for comparable companies.

3)  Corporation Compensation

• Oversee and evaluate the Corporation’s general compensation structure and policies  to attract, award, develop and retain Management and other employees;
   
• Review and approve annually the compensation adjustments for non-Management employees; and
   
• Evaluate on a periodic basis the competitiveness of the compensation plan to non-Management employees. 

4)  Administration of Plans

• Review and administer the Corporation's stock option plan and other equity-based and incentive compensation plans (collectively, the “Plans”) and make recommendations to the Board as appropriate;
   
• Evaluate on a periodic basis the competitiveness of the Plans established and make recommendations for improvement as appropriate;
   
• Evaluate the use of the Plans, from time to time, as a form of incentive compensation for external consultants, subject to applicable laws and regulations; and
   
• Monitor the compliance of these plans with applicable laws and regulations.

5)  Public Disclosure of Executive Compensation

• Review all disclosure of executive compensation, including compensation philosophy, prior to public release; and
   
• Prepare any executive compensation report required by regulatory requirements for inclusion in the Corporation’s annual report, proxy statement, information circular or other regulatory filings.

6)  Board Composition and Nominations

• Review and make recommendations to the Board respecting: 
   
  • the size and composition of the Board (including with reference to applicable rules, regulations or guidelines promulgated by regulatory authorities related to corporate governance);
     
  • general responsibilities and functions of the Board and its members, and of the CEO, including position descriptions for the CEO and the Chair of the Board;
     
  • the long-term plan for the composition of the Board that takes into consideration the current strengths, skills and experience on the Board and the strategic direction of the Corporation. This plan will include: (i) the desired qualifications, demographics, skills and experience for potential directors; (ii) the appropriate rotation of directors on Board committees; (iii) an interview process for potential candidates for Board membership; and (iv) a list of future candidates for Board membership;
     
  • when required, a candidate for appointment to the office of Chair of the Board;
     
  • when required, a candidate for appointment to the office of CEO;
     
  • annually, in consultation with the Chair of the Board and the CEO, the Board nominees for election as members of the Board;
     
  • as required, candidates to fill any Board and Committee vacancies;
     
  • periodically, directors and officers third party liability insurance coverage; and
     
  • whether the Committee and the Board will consider candidates for the Board recommended by shareholders, and if so, any policies and procedures with respect thereto;
     
• Review, approve and report to the Board on:
   
  • the orientation process for new directors and plans for the ongoing development of existing Board members;
     
  • the establishment of appropriate processes for the regular evaluation of the effectiveness of the Board, its committees and its members;
     
  • in conjunction with the Chair of the Board, the performance of individual directors, the Board as a whole, and committees of the Board;  
     
  • the performance evaluation of the Chair of the Board and the chair of each Board Committee;
     
  • regularly, the performance evaluation of the CEO, including performance against corporate objectives. The Committee will also report to the Compensation Committee in this regard, to assist that committee in its recommendation to the Board respecting the CEO’s compensation; and
     
  • CEO succession planning.

7)  Committee Assessment

• Evaluate annually the performance of the Committee in light of the roles and responsibilities outlined in this Charter.

8)  Charter Evaluation

• Review, discuss and assess annually this Charter and recommend changes to the Board for approval.

9)  Experts and Advisors

• The Committee may retain or appoint, at the Corporation’s expense, internal or external legal, accounting or other advisors and consultants to assist it in carrying out its duties. The Committee shall have the authority to terminate such arrangements as appropriate. 

10)  General Authority

• The Committee may form and delegate authority to subcommittees as appropriate; and
   
• The Committee shall also have such other powers and duties as are delegated to it by the Board.

EFFECTIVE DATE

This Charter was implemented by the Board on January 27, 2021.