Physiography

Kaslo is located in an area of rugged mountainous terrain. Topography on the property is steep with elevations ranging from 1,050 metres along the Keen Creek valley to 2,200 metres on the Gold Cure ridge.

The Keen Creek valley runs along the northwest boundary of the property, with numerous tributaries crossing the property and emptying into Keen Creek. The major tributaries, from northeast to southwest are Ben Hur, Briggs, Klawala, Kyawats and Desmond Creeks.

History

Kaslo includes nine former, small mines, which were originally discovered and worked for high-grade silver ores during the heyday of the Slocan Mining Camp at the end of the 19th century. Intermittent exploration, development and production have taken place at various locations on the property since that time, most notably in the 1920s and 1950s. The Cork-Province Mine was consolidated in 1914 and was the longest-lived producer in the camp when it closed in 1966. Five former workings, the Silver Bear, Hartford, Gibson, Gold Cure, and Bismark are situated along the Gold Cure Shear zone, which has been traced northeast across the property for 7.1 km. Five additional workings, the Black Bear, Cork, Province, Dublin and Black Fox workings lie along the parallel 4.1 km long Cork Shear zone, located in the Keen Creek valley approximately 1 km north of the Gold Cure Shear zone. Both shears are open along strike to the north and at depth.

Geophysics

Since it acquired the property, AgaveCompany’s acquisition, the Company has completed 51.7 km of VLF-EM geophysical coverage over the mineralized Cork and Gold Cure Shear zones. The geophysical surveys clearly define the location and extent of the controlling shears, as they are very conductive by nature.

In 1999, a gravity geophysical survey was conducted over the Cork North zone to define which of the several limestone beds have the best potential to host massive sulphide mineralization. Targets generated by the gravity survey have not been drill tested.

Geochemistry

Soil geochemical surveys have been completed over the length of the Cork and Gold Cure Shear zones. Linear trends of anomalous values for silver, lead and zinc in soil have been found running coincident with the shear zones. Occasionally gold, arsenic, cadmium and other elements occur with the silver, lead and zinc anomalies.

Black Bear Group(2) Phyllis Cobalt Property, Ontario

Description

Located in the Kenora Mining District of ClaimsOntario, the property consists of 112 mineral claim units totalling 1750 hectares in Grummett and Cathcart townships. The property has year-round access 192km northwest of Thunder Bay, ON via Hwy 17 and 9km south on a gravel forestry road.

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Geology

The Phyllis Property claim block occupies the central portion of an ENE-WSW trending greenstone belt, consisting of Mesoarchean to Neoarchean age mafic to ultramafic rocks. These are bound by granite of varying composition -ranging from tonalite to biotite-granodiorite (Atikokan-Lakehead Sheet Map 2065) as shown in Figure 1. Recent mapping undertaken by the Ontario Geological Survey (Gulliver River Sheet, Map 3370), which includes a descriptionsmall portion of Agave’s interestthe Phyllis claims, suggests that there is a greater abundance of ultramafic metavolcanics than previously indicated. The regional foliation follows the general trend of the greenstone belt.

Mineralization

The initial cobalt discovery was made in this property, see “Kaslo Silver Property” under Item 4 above.2010 by Don Dobransky, named the “Phyllis Central” occurrence. This discovery is characterized by an 80m x 60m outcrop and appears as a fairly structureless gabbro, with the exception of an array of narrow quartz veins and veinlets, which have sharp contacts with the country rock and trend roughly NE-SW, and appear to have been intruded relatively recently. The gabbro itself is fine-to medium grained and appears highly altered. The exposed outcrop follows the northern flank of a gentle hill. Earlier excavations focussed in the uppermost parts of the topographic profile. The sampling as seen in Figure 2. This worked confirmed the presence of economic grades of cobalt mineralization up to 0.33% Co (including 1.2% Cu and 0.39% Ni).

(3) Russel Graphite, Quebec

Description

Consists of 30 mineral claims in one contiguous block totaling 1,798.06 hectares land on NTS map 31G13, located in Gatineau area of Quebec Province, approximately 50 kilometres to the north of Ottawa, Canada.

Historical

Historical geological work carried out by Gatineau Graphite Company, during 1916-1919 period, included prospecting and diamond drilling 30 short holes (reference report GM13866). Historical data from North Low showing indicate a bulk sample of 30 tons of rock produced 1,500 kilograms of high quality graphite at 38.18% graphitic carbon (Cg); 3,670 kilograms at 18.10% Cg; and 22,169 kilograms at 4.33%% Cg. Mineralization is mostly

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associated with irregular bands of graphite along the contact of gabbro dikes in crystalline limestone. It is also found in small graphite veins within gabbroic rocks.

Location and Access

The Black Bear claimsProperty has excellent infrastructure support, is road accessible via Provincial Highway 105 from Ottawa, located 150 kilometres from Montreal; water, power and manpower available locally. Village of North Low is a small community located one kilometers to the east of the Property. It is located in a very active graphite exploration and production area, about 50 kilometres to the southwest of TIMCAL’s Lac des Iles graphite mine in Quebec which is a world class deposit with a production capacity of 25,000 tonnes of graphite annually. There are located immediately north ofseveral other graphite showings and are contiguous with the Bismark Claims. past producing mines in its vicinity.

Geology

The property is composedunderlain by suitable geological environment for flake graphite type mineralization, consisting of Metasedimentary Belt of the Grenville Province which includes quartzofeldspathic rocks, quartzite, biotite gneiss, limestone/marble, gabbro dikes, and plagioclase pyroxene. The graphite mineralization is in the form of bands and irregular veins along the contact of gabbro dikes in the crystalline limestone indicating a three-claim mining leaseskarn type mineralization related to contact metamorphism and three reverted, crown-granted mineral claims situated just 600 metres along strikemetasomatism. There are two main large flake graphite showings on the Property i.e., North Low and Russel showings.

At the Russel showing, the graphite mineralization is in the form of lenticular bands less than 1 metre thick mostly occurring as skarn type deposit at the contact of gabbro and crystalline limestone / dolomite. Historical drilling data indicates 15% Cg of 0.91 m thick (see survey in 28 paper MNR, GM- 13866). Several sections of drill holes completed for water resource down to 245 feet deep (105 feet of overburden) intersected graphite and phlogopite in

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marble.

(4) Highway 95 Property, Nevada, USA

Description

The Highway 95 Property (HWY 95) is located astride to the northsouthwest of the former Cork-Province Mine on the adjacent Bismark Claims. The Black Bear claims can be accessed through the Kaslo property,Interstate Highway 95, which is located 12 km westprovides access, 30 kilometres northwest of the town of KasloBeatty in southern British Columbia. Access to KasloNye County in western Nevada and comprises of 120 lode claims representing an aggregate area of land covering 3.75 miles2 (10 km2).

Topography in the area is via Highway 31Atypical of the Basin and range area of Nevada with flat basins represented by salt flats at approximately 1200 meters, a dry desert hot or cold, climate depending on the season and time of day. Nevada has been a major mining since the 19th century and is one of the major producers of lithiumbrines for 7 km west from Kaslo, then 4.5 km southwest along Keen Creek Road tolithium extraction in the property boundary.world.

History

Basin and Range faulting initiated 16 million years ago created several enclosed basins in Nevada. Before and during this faulting caldera related volcanism deposited large volumes of quartzrich tuffs and ash flows containing anomalous amounts of lithium. Erosion and deposition in these basins formed brines, some rich in lithium, in permeable host rocks The property encompasses three former silver producers, the Mastodon, Liberty, and Black Bear workings. The Mastodon and Liberty workings were discovered and operated in the late 1890s. The Black Bear was probably discovered at the same time but the only government reports of this occurrence are from 1920 when the mine was rehabilitated to explorecovers a 48-centimetre wide vein that yielded 2.74 g/t gold, 181.7 g/t silver, 15.0% lead and 3.6% zinc.

The Liberty and Mastodon workings were on adjacent crown grants that were initially worked in 1899. Workings consist of eight or more short adits and shafts that explore two or more fissure-vein lodes striking northeast and in part conforming with the structure of the host metasediments. Exploration completed by Agave in 1997 on the adjacent Bismark Claims suggests that the Black Bear workings are probably hosted by the same shear structure that hosts the Cork-Province Mine. The Liberty and Mastodon workings are believed to be on parallel structures.

Agave completed a preliminary program of geological mapping, geochemical surveys, VLF electro-magnetometre surveys, a reconnaissance gravity geophysical survey, excavator trenching and 110 metres of diamond drilling in three short holes over the Black Bear Claims in 1998 and 1999. The trenching program successfully encountered several small massive sulphide bodies that were tested with three short, wide spaced, diamond drill holes. Sulphides were primarily pyrite, arsenopyrite and sphalerite containing low-grade silver values.

Black Fox Claims

In June 1998, Agave purchased a 100% interest in the Black Fox Claims located near Kaslo, British Columbia. The property comprises three crown-granted mineral claims: the Daisy, Black Fox and California. The former Black Fox mine workings are located on the Daisy Claim, immediatelymain salt flat playa basin adjacent to the Cork-Province areaBonnie Claire Valley which has reported lithium. No outcrops or other information on Agave’s Bismark Claims. The claims liethese playas is available No geology is outlined and no lithium mineralization has been identified on the southwest extensionProperty but the adjacent mountains are reported to have lithium values that feeding drainages and sampling of salt flats within the Cork Shear zone.

adjacent basin, have found lithium values.

There was no material work carried outLithium is found in three main types of deposits, pegmatites, clays and continental brines. The continental brines are the most important of first-order characteristics: (1) arid climate; (2) closed basin; (3) subsidence; (4) igneous or geothermal activity; (5) lithium source-rocks; (6) aquifers; and (7) sufficient time to concentrate a brine.”

No exploration for lithium has been conducted on the property in fiscal 2003and no sampling program or 2004 as Agave did not have sufficient working capitaldrilling has been conducted. The property fits all the criteria for the formation of an economic lithium brine and needs to conduct a full-scale exploration program onbe investigated. It is recommended that the properties that make up Kaslo. As a result, in 2003, Agave wrote down deferred acquisition and exploration costs to a nominal carrying value of $1 to reflect the extended period of inactivity on the property. The claims remain in good standing and the property is considered a long-term assetpotential of the Company. Exploration costs incurred sincearea of the year ended March 31, 2005, to March 31, 2008 of $162,099 have been expensed. Additional costs of $359 were expensed in fiscal 2009. The property was written down to $Nil during fiscal 2012.Property be delineated by geochemical sampling, geophysics and trenching and evaluated.

Proposed Exploration

No significant exploration work is proposed for fiscal 2017.

Dr. Derek McBride, has supervised the Company’s Canadian exploration programs summarized above and is the Company’s supervisor and “Qualified Person” for the purpose of NI 43-101.

Goldsmith Property, British Columbia

During the year ended March 31, 2014, the Company transferred title to the Goldsmith and Lucky Jack properties to the optionors.

Exploration Projects, Manitoba Properties

Blueberry Property, Manitoba

In November 2012 the Company elected not to make the required $20,000 option payment and issuance of 80,000 common shares to the optionor. Title to the Blueberry Property has since been transferred to the optionor. In addition title to the Blue 1 to Blue 4 claims which were staked following the optioning of Blueberry Property have also been assigned to the optionor as these claims were appended to the original option agreement.

Wine Nickel-Copper Property, Manitoba

During the year ended March 31, 2014 the Company sold the Wine Claim to the optionor for the amount of $50,000 cash.

Capital Expenditures and write-downs

Agave’s principal capital expenditures and write-downs over the two fiscal years ended March 31, 2016 and 2015, are as follows:

Amounts Expensed

Exploration expenses in the five fiscal years ended March 31:

The Company’s sole source of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has issued common shares in each of the past few years, pursuant to private placement financings and the exercise of warrants and options.

Not applicable.

item 5.     Operating and financial review and prospects

The followingManagement’s discussion and analysis should be readis presented in conjunction withrelation to the audited consolidated financial statements of Agave for the years ended March 31, 2016 and 2015 and the related notes thereto. Agave’s consolidated financialFirst Energy, which statements have beenare prepared as a going concern in accordance with IFRS as issued by the IASB.IFRS.

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Overview

AgaveThe Company is a mineral exploration company with no producing properties and consequently has no current operating income or cash flow. All of Agave’sthe Company’s short to medium-term operating and exploration cash flow must be derived from external financing.

Critical accounting policies and changes in accounting policies

The preparation of financial statements requires management to establish accounting policies, estimates and assumptions that affect the timing and reported amounts of assets, liabilities, revenues and expenses. These estimates are based upon historical experience and on various other assumptions that management believes to be reasonable under the circumstances, and require judgment on matters which are inherently uncertain. A summary of the Company’s significant accounting policies is set out in Note 2 of the Company’s consolidated financial statements forreferred to in this Annual Report have been prepared in accordance with IFRS issued by the yearsInternational Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The policies applied in the consolidated financial statements are based on the IFRS issued and outstanding as at March 31, 2018.

Year ended March 31, 2016 and 2015.

Recent accounting pronouncements

A summary of recent accounting pronouncements issued which may affect the Company in the future are set out in Note 2 (p) of the Company’s consolidated financial statements for the years2018 compared to year ended March 31, 2016 and 2015.2017

A.         Operating Results

Year EndedThe net loss for the year ended March 31, 2016 (“fiscal 2016”2018 (the “Current Year”), Compared was $862,352 compared to Year Endeda net loss for the year ended March 31, 2015 (“fiscal 2015”2017 (the “Comparative Year”)

In fiscal 2016, Agave incurred a of $356,861. The increase in net loss of $111,593,$505,491 was primarily due to the following:

• Consulting fees increased by $50,720 from $6,850 in the Comparative Year to $57,570 in the Current Year. The increase was primarily due to consulting fees incurred with respect to corporate development and potential transactions and acquisitions;

• Exploration and evaluations expenditures increased by $33,815 from $7,152 in the Comparative Year to $40,967 in the Current Year. The increase was primarily due to $32,929 of exploration expenditures incurred as part of the Phyllis Cobalt property exploration program;

• Salaries, fees and benefits increased by $23,323 to $80,750 in the Current Year from $57,427 in the Comparative Year. The increase is due primarily to an increase in salaries being paid to the CEO and CFO;

• Shareholder communications increased by $8,878 from $38,856 in the Comparative Year to $47,734 in the Current Year. The increase was primarily due to costs associated with the Company’s completion of its share consolidation during the Current Year; and

• In the Current Year, the Company had a per common share$513,600 exploration and evaluation write-down of $0.00,its Kootenay Lithium Property as the Company will not be completing further exploration work on the property and therefore will no longer maintain the property’s mineral claims.

The increases noted above were offset by decreases in other operating expenses which were consistent with the Company’s activities. Notable decreases were realized on the following expense items:

• General and administrative decreased by $5,490 from $32,091 in the Comparative Year to $26,601 in the Current Year;

• Professional fees decreased by $32,140 from $83,108 in the Comparative Year to $50,968 in the Current Year. The decrease was due primarily to a reduction in legal fees incurred for the Current Year as compared to an incomethe Comparative Year; and

• Share-based payments decreased by $87,219 from $131,412 in the Comparative Year to $44,193 in the Current Year. The decrease in expense is due to both the Company issuing fewer stock options and the estimated fair value of $1,658, or $0.00 per common sharethe stock options granted being lower in fiscal 2015.the Current Year over the Comparative Year.

Exploration costs of $1,890 were recovered in fiscal 2016,Year ended March 31, 2017 compared to exploration costs of $1,465 in fiscal 2015, contributing toyear ended March 31, 2016

The net loss for the loss/income in each year. The costs and recoveries in both years were related to the Kaslo project. The recovery in fiscal 2016year ended March 31, 2017 was a result of the reversal of costs charged in fiscal 2015.

Total expenses other than exploration costs and gain on sale of discontinued operations totaled $113,483 in fiscal 2016,$356,861 compared to $405,122 in fiscal 2015. Significant differences between the levels of expenditures in the two fiscal years include the following:

Finance feesa net loss for the year ended March 31, 2016 were $25,000, compared to $Nil for the year ended March 31, 2015. This amount represents a non-refundable fee paid to a third party firm who had been hiredof $111,593. The increase in February, 2015 to complete a financing for the Company. This amount had been recorded as a deferred finance fee until Q3 2016 at which time itnet loss of $245,268 was recorded as an expense as it became obvious to the Company that the financing would not be completed.

General and administrative expenses, consisting of depreciation, office and administration, travel and conferences decreased from $76,951 to $43,796 in expenses. The decrease is primarily a result of decreased directors’ and officers’ liability insurance costs and reduced travel expenses.

Professional fees, which include legal, accounting and audit fees, decreased from $113,335 to $39,785 primarily as a result of reduced legal fees. In the year ended March 31, 2015 the Company incurred legal fees related to its Mexican subsidiary, with no comparable expenses in the year ended March 31, 2016. Further reduced legal fees related to the review of the Company’s US Annual Information Report (20-F).

Salaries and benefits decreased from $191,087 to $85,181 primarily due to the following:

• Professional fees increased by $43,323 from $39,785 in fiscal year 2016 to $83,108 fiscal year 2017. The increase was primarily due to legal fees incurred with respect to the acquisition of the Kootenay Lithium Property, the Company’s Annual General Meeting, a reduction in staff.potential transaction and legal advice on general matters;

• Shareholder communications increased by $9,977 from $20,786$28,879 in fiscal year 2016 to $28,879.$38,856 for fiscal year 2017. The increase was primarily due to costs in both years are primarily associated with statutory listing costs, filing feesthe Company’s name change, creation of a new website, news releases, and news release dissemination.the Company’s annual general meeting;

• Stock-basedShare-based compensation increased by $110,406 from $21,006 in fiscal year 2016 to $131,412 for fiscal year 2017. Albeit the year ended March 31, 2016 was $21,006, compared to $Nil for the year ended March 31, 2015. The Company granted, pursuant to its stock option plan and TSX Venture Exchange approval, 1,450,000issued less stock options to directors, officers and consultants ofin 2017, the Company at an exercise price of $0.07 per share, expiring on June 3, 2020. Theestimated fair value of the stock options granted has been calculated usingfor 2017 was higher; hence, resulting in a higher expense; and

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• Gain on settle of debt decreased from $129,121 in fiscal year 2016 to $nil for fiscal year 2017. The Company did not settle debts with shares during the Black-Scholes pricing model, based2017 fiscal year.

The increases noted above were offset by decreases in other operating expense line items which were consistent with the Company’s activities and continued efforts to scale back and reduce overhead costs given the current and prolonged unfavorable market conditions to raise capital. Notable decreases were realized on the following assumptions: weighted average risk free interest rateexpense items:

• Finance fees were $Nil for the 2017 fiscal year, a decrease of 1.01%, volatility factor of 126% and expected life of five years. There were no stock options granted$25,000 from $25,000 in the year ended March 31, 2015.

  During the year ended March 31, 2016 the Company settled all debts owing to officers and directors, with the exception of partial salaries payable to the President,fiscal year;

• General administrative decreased by issuance of cash payments totaling $68,281 and by the issuance of 1,147,500 shares for a total of $22,950. These settlements resulted in a gain on settlement of debt of $129,121. There was no comparable gain$11,354 from $43,445 in the 2016 fiscal year ended March 31, 2015.

  Year Ended March 31, 2015 (“to $32,091 for the 2017 fiscal 2015”), Compared to Year Ended March 31, 2014 (“fiscal 2014”)year; and

  In fiscal 2015, Agave earned income of $1,658, a per common share of $0.00, compared to a loss $1,199,620, a loss of $0.06 per common share in fiscal 2014.

  Exploration costs of $1,465 were incurred in fiscal 2015, compared to $40,107 in fiscal 2014, contributing to the loss in each year. Expenditures in both years were related to the Kaslo project.

  Total expenses other than exploration costs and gain on sale of discontinued operations totaled $405,122 in fiscal 2015, compared to $766,569 in fiscal 2014. Significant differences between the levels of expenditures in the two fiscal years include the following:

  General and administrative expenses, consisting of depreciation, office and administration, travel and conferences increased from $56,916 to $76,951 in expenses. Expenses in the year ended March 31, 2014 were reduced as a result of recoveries of previously recognized Quorum expenses.

  Professional fees, which include legal, accounting and audit fees, decreased from $174,741 to $113,335 primarily as a result of increased legal fees related to the reorganization of the Company effective October 3, 2013.

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• Salaries, fees and benefits decreased by $27,754 to $57,427 for the 2017 fiscal year from $394,530$85,181 in fiscal year 2016.

The Company’s projects are at the exploration stage and have not yet generated any revenue from production to $191,087 primarily duedate.

Readers should refer to the decrease in executive salaries uponnotes to the reorganizationconsolidated financial statements for details regarding all the mineral leases and option to joint venture agreements for each of the Company effective October 3, 2013 and the severances paid during the year-ended March 31, 2014 related to the reorganization.

Shareholder communications decreased from $95,860 to $20,786, due to the decreases in salary and services related to investor relations, and the decrease in advertising costs, filing costs and news release disseminated.

Agave conducted most of its exploration activities in Mexico and in Canada in fiscal 2015, and as such, the Company has foreign exchange risks associated with exploration in foreign jurisdictions. The Company had a foreign exchange loss of $2,963 in fiscal 2015, compared to a foreign exchange loss of $6,022 in fiscal 2014. The Company’s cash balances were primarily held in Canadian dollars with nominal funds held in United States dollars and in Mexican pesos.properties.

B.         Liquidity and Capital Resources

Financial Conditions for the year ended March 31, 20162018

The Company’s major source of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has issued common shares induring each of the past fewlast several years, pursuant to private placement financings and the exercise of warrants and options.

There is no assurance that the Company will be continue to be successful with any financing ventures. Please refer to Item 3 – Key Information – section D - Risk Factors in this document.

At March 31, 2016,2018, the Company had a working capital deficit of $237,139,$136,728, defined as current assets less current liabilities, compared with a working capital deficit of $355,003$31,069 at March 31, 2015. 2017.

First Energy began the year ended March 31, 2018, with $36,026 in cash. During the year ended March 31, 2018, the Company expended $46,195 on operating activities, net of working capital changes, expended $3,000 on investing activities and generated $389,544 from financing activities which was attributable to $465,981 as net proceeds from a private placement and $76,437 in loan borrowing, net of loan borrowings repayments, to end at March 31, 2018 with $376,375 in cash.

The Company’s consolidated financial statements were prepared using IFRS applicable to a going concern. Several adverse conditions cast substantial doubt on the validity of this assumption – see “Going Concern” disclosure below. When theThe Company has unused cash, it primarily investsholds its unused cash in guaranteed investment certificates which are redeemable in full after 30 days withbank accounts that earn interest or in treasury bills. There have been no investments in commercial paper. Where the initial term of the guaranteed investment certificate is greater than 90 days, it is recorded as a short-term investment.at variable interest rates.

Operations for the year ended March 31, 2016,2018, have been funded primarily from loans and share subscriptions made by insiders, officers and directors.

Investing Activities

As at March 31, 2016, Agave has capitalized $Nil (2015 - $Nil).

directors and through the issuance of equity.

Capital Resources

As discussed above, at March 31, 2016, Agave’s2018, the Company’s working capital deficit was $237,139$136,728 compared to a working capital deficit of $355,003$31,069 at March 31, 2015.2017. The Company’s continued operations are dependent upon the Company’s ability to obtain sufficient financing to carry on planned operations. The Company does not have sufficient working capital to meet its obligations in the ordinary course of business but is attempting to generate sufficient amounts of cash and cash equivalents in the short and long term, to maintain the Company’s operations and meet obligations by reviewing all options including the sale of one or more properties, a joint venture of one or more properties, or an equity financing. The Company will select whichever funding options are available and are in the best interest of the shareholders.

At March 31, 2016,On February 1, 2018, the Company completed a share consolidation of its share capital on the basis of five (5) existing common shares for one (1) new common share consolidation. All common shares, per common share

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amounts, stock options and share purchase warrants in these financial statements have been retroactively restated to reflect the Share Consolidation.

The Company had 31,981,55912,236,638 common shares issued and outstanding

as at March 31, 2018 (March 31, 2017 -8,903,308).

Share Capital

The Company’s continued operations are dependent upon the Company’s ability to obtain sufficient financing to carry on planned operations.

Fiscal 2018 and subsequent to July 30, 2018

On February 22, 2018, the Company completed a non-brokered private placement for gross proceeds of $500,000 by way issuing 2,666,665 common shares at a price of $0.15 per common share for gross proceeds of $400,000 and issuing an additional 666,665 flow-through shares at a price of $0.15 for gross proceeds $100,000. The Company paid finder’s fees of $11,175 and incurred additional cash share issue costs $22,844.

On May 7, 2018, the Company issued 140,000 common shares pursuant to the exercise of options at $0.25 per share for total proceeds of $35,000.

On May 30, 2018, the Company issued 75,000 common shares pursuant to Russel Graphite Property option agreement and issued 100,000 common shares pursuant to Phyllis Cobalt Property option.

2016Fiscal 2017

On January 24, 2017, the Company closed the first and final tranche of its non-brokered private placement with the issuance of 1,189,142 units at a price of $0.35 per unit for gross proceeds of $416,200. Each unit is comprised of one common share of the Company and one non-transferable common share purchase warrant exercisable to purchase one additional common share of the Company at a price of $0.40 for a period of two years expiring January 24, 2019.

On January 4, 2017, the Company issued 20,000 common shares as part of a debt settlement agreement with the Company’s former CFO.

On October 28, 2016, the Company issued 1,200,000 common shares at a value of $0.40 per share pursuant to the Kootenay Agreement as well as issuing finder’s fee totaling 84,000 common shares in regards to the transaction, which amount has also been capitalized as an acquisition cost.

During the year end March 31, 2017, the Company issued 14,000 common shares pursuant the exercise of options at an exercise price of $0.35 per common share for total proceeds of $4,900.

Fiscal 2016

In June 2015, the Company closed the first and final tranche of a non-brokered private placement (“Private Placement”) of units “(“Units”) of the Company at a price of $0.05 per Unit by issuing an

aggregate of 5,000,0001,000,000 Units for gross proceeds of $250,000. Each Unit is comprised of one common share of the Company and one common share purchase warrant (“Warrant”), each Warrant entitling the holder thereof to purchase onone additional common share of the Company at a price of $0.10 for a term of 24 months after the closing of the Private Placement.

In June, 2015 the Company issued 1,147,500229,500 shares at a deemed price of $0.05$0.25 in partial settlement of $52,500 of deferred salary payable to Ron Lang since his appointment as President in October, 2013 and settlement in full of director’s fees arrears incurred prior to his appointment as President.

2015

On December 2, 2014, the Company announced a proposed non-brokered private placement whereby it intends to offer up to 11,000,000 flow-through common shares at a price of $0.06 per flow-through common share and 9,000,000 non-flow-through units at a price of $0.05 per non-flow-through unit. Each non-flow-through unit will be comprised of one common share and one common share purchase warrant. Each whole non-flow-through warrant will entitle the holder to purchase one non-flow-through common shares at any time for a period of 24 months from the date the warrant is issued, at a price of $0.10. The Company intends to raise up to $1,110,000 through the private placements. As at March 31, 2015, share subscriptions of $100,000 had been received.

2014

Effective October 3, 2013, the Company completed a share consolidation on the basis of ten (10) pre-consolidation common shares for one (1) post-consolidation common share. The periods presented prior to the consolidation have been retroactively adjusted to reflect this consolidation unless otherwise stated.

During the year ended March 31, 2014 the Company completed, in two tranches, a non-brokered private placement for total proceeds of $1,030,000. The private placement was entirely subscribed by insiders, directors and officers of the Company. The private placement consisted of the issuance of 10,300,000 units of the Company at a price of $0.10 per Unit. Each Unit is comprised of one common share and one common share purchase warrant, each warrant entitling the holder thereof to purchase one additional common share at a price of $0.25 for a term of two years after closing. The share purchase warrants were valued using a Black-Scholes pricing model using the following assumptions: weighted average risk free interest rate of 1.08-1.18%, volatility factors ranging from 135.38% to 137% and an expected life of two years.

2011-2013

On April 13, 2010, the Company completed a private placement of a total of 2,296,321 units at a price of $0.70 per unit for gross proceeds of $1,607,425. Each unit is comprised of one common share and one non-transferable share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the Company for a period of 24 months at the exercise price of $1.00 for a period of 12 months from the date of issue of the warrant and at a price of $1.50 for the remaining 12-month period. Compensation was paid to certain eligible arms-length parties in an amount equal to 10% of the total proceeds raised from the sale of the units to subscribers, and payable at their election in cash or units of the Company or a combination thereof. A cash commission of $59,185 was paid, and a total of 14,400 finder's units were issued. The finder's units have the same terms as the units. The finder’s warrants and share purchase warrants were valued using a Black Scholes option pricing model using the following assumptions: weighted average risk free interest rate of 1.15%-1.98%, volatility factors of 94%-131% and an expected life of 2 years. The total value ascribed to the finder’s warrants and share purchase warrants was $659,782.

If the Company's common shares trade at or above $3.00 per share for 10 consecutive trading days, the Company may, at its discretion, accelerate the expiration of the warrants (and including the warrants forming part of the finder's units) by providing notice in writing to the holders of such securities, whereby such warrants will expire within 30 days from the date of such written notice. Mr. Frank A. Lang, a former President and director and the former Non-Executive Chairman of the Company who resigned subsequent to the fiscal year end, acquired 510,000 units in the private placement for the subscription price of $357,000.

On December 21, 2010, the Company completed a bought deal financing of a total of 3,750,000 units at a price of $1.60 per unit for gross proceeds of $6,000,000. Each unit consisted of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share of the Company at an exercise price of $2.40 per common share until December 21, 2012, provided that if after four months and one day following the Closing Date, the closing price of the common shares of the Company traded on the TSX Venture Exchange, close at a price in excess of $6.00 per common share for 20 consecutive days, the Company will be able to accelerate the expiry of the warrants to the date that is 30 days after notice of the new expiry date is provided to the holders of the warrants. The share purchase warrants were valued using a Black Scholes option pricing model using the following assumptions: weighted average risk free interest rate of 1.64%, volatility factors of 102.24% and an expected life of 2 years. The total value ascribed to the share purchase warrants was $2,073,168.

Compensation was paid to certain eligible arms-length parties in an amount equal to 8% of the total proceeds raised from the sale of the units to subscribers, and payable in cash. A cash commission of $480,000 was paid, and a total of 375,000 finder's units were issued. Each finder’s warrant entitles the warrant holder to acquire one common share and warrant at a price of $1.60 until December 21, 2012. The warrant entitles the holder to acquire an additional warrant at a price of $2.40 until December 21, 2012. The finder’s warrants were valued using a Black Scholes option pricing model using the following assumptions: weighted average risk free interest rate of 1.33%-1.64%, volatility factors of 97.46%-102.24% and an expected life of 2 years. The total value ascribed to the finder’s warrants was $755,565.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements.

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Stock Options and Warrants

In April 2010, the Company issued 2,296,321 share purchase warrants relating to a private placement. Each warrant entitles the holder to subscribe for one common share for a period of 24 months following the date of issue, exercisable at $1.00 in the first 12 month period, and $1.50 in the remaining 12 month period. Finder’s warrants totaling 14,400 were awarded in relation to the financing. The finder’s warrants have the same terms as the warrants included in the units sold to purchasers. If the Company's common shares trade at or above $3.00 per share for 10 consecutive trading days, the Company may, at its discretion, accelerate the expiration of the warrants (and including the warrants forming part of the finder's units) by providing notice in writing to the holders of such securities, whereby such warrants will expire within 30 days from the date of such written notice. The shares and warrants issued in connection with this non-brokered private placement are subject to a minimum hold period of four months.

On December 21, 2010, the Company issued 3,750,000 share purchase warrants relating to a private placement. Each warrant entitles the holder to subscribe for one common share for a period of 24 months following the date of issue, exercisable at $2.40. Finder’s warrants totaling 375,000 were awarded in relation to the financing. The finder’s warrants entitle the holder to acquire one common share and warrant at a price of $1.60 until December 21, 2012. The warrant entitles the holder to acquire an additional warrant at a price of $2.40 until December 21, 2012. The shares and warrants issued in connection with this non-brokered private placement are subject to a minimum hold period of four months. Following expiry of the four month hold period, if the closing price of the common shares of the Company traded on the TSX Venture Exchange, close at a price in excess of $6.00 per common share for 20 consecutive days, the Company will be able to accelerate the expiry of the warrants to the date that is 30 days after notice of the new expiry date is provided to the holders of the warrants.

During the year ended March 31, 2011,2018, pursuant to the Company’s stock option plan and TSXV approval, the Company granted a total of 657,500180,000 incentive stock options to directors and officers employeesat an exercise price of $0.25 per share, expiring on July 11, 2022.

During the year ended March 31, 2017, pursuant to the Company’s stock option plan and TSXV approval, the Company granted 250,000 stock options to directors, officers and consultants of the Company exercisable over a five year period expiring March 4, 2016 valued at aan exercise price of $3.80$0.55 per share, using the Black-Scholes valuation model, in accordance with the Company’s 10% rolling stock option plan.

expiring on August 1, 2021.

During the year ended March 31, 2016, pursuant to the Company’s stock option plan and TSXV approval, the Company granted 1,450,000290,000 stock options to directors, officers and consultants of the Company at an exercise price of $0.07$0.35 per share, expiring on June 3, 2020. The fair value of the stock options granted has been calculated using the Black-Scholes pricing model, based on the following assumptions: weighted average risk free interest rate of 1.01%, volatility factor of 126% and an expected life of five years.

Financing Activities

FurtherThe Company estimates that it will require additional financing will be required for generalto carry out its exploration plans and administrative costs.operations through the next twelve months. This could involve joint venture, equity financing, sale of assets, or other forms of financing.

Going Concern

At March 31, 2016,2018, the Company has a working capital deficit. Additional financing is required.

Theof $136,728. Management estimates that these funds will provide the Company with sufficient financial resources to carry out currently planned exploration and operations through the next twelve months. However, the Company has incurred operating losses since inception, has no source of operating cash flow, minimal income from short-term investments, and there can be no assurances that sufficient funding, including adequate financing will be available to explore its mineral properties and to cover general and administrative expenses necessary for the maintenance of a public company. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and mineral property exploration success. These factors cast substantial doubt on the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded assets, or the amounts of, and classification of liabilities that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material.

Plans for Fiscal 20172019

The Board of Directors has and will continue the review of all available strategic alternatives intended to maximize shareholder value.

It has not determined whether its mineral property interests contain mineral reserves that are economically recoverable. The Company’s continuing operations and the underlying value and recoverability of the amounts shown for mineral property interests are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral property interests and on future profitable production or proceeds from the disposition of the mineral property interests.

As at July 30, 2018, there were no outstanding stock options pursuant to the Plan, and there were 1,189,142 share purchase warrants outstanding, none of which were “in-the-money”. On January 24, 2019, all of these warrants will expire.

Contractual Obligations in 201725

See Item 5 (d) forAs First Energy is a table of contractual obligations at March 31, 2016.mineral exploration company with no producing properties, the information required by this item is inapplicable.

Trend information

As a mineral resource exploration company, Agave’sthe Company’s activities are mainly in response to metal prices and the availability of equity financings. Historically AgaveFurther, we consider that our ability to raise additional funding in order to complete our exploration programs and the plan of operations for its mineral properties for the current fiscal year and beyond will be impacted by prevailing prices for metals. As a mineral resource exploration company, the interest in First Energy’s stock, and our ability to raise financing and conduct work programs, has strategically focusedbeen cyclical as it is related to metal prices that, traditionally, have been cyclical in nature.

The Company is a mineral exploration company. At this time, any issues of seasonality or market fluctuations have no material impact other than our ability to raise additional equity capital on terms that are acceptable to the Company. The Company currently defers its mineral property acquisition costs. The Company expenses its exploration activities on potential silver and gold projects. project investigation and general and administration costs and these amounts are included in the net loss for each quarter.

The recent trend for metal prices has been somewhat volatile for gold and silver. The mineral exploration industry has been through a very difficult period with low prices for both precious and base metals over the period from 1999 to 2004. Beginning in 2004 prices for both gold and silver began a sustained increase in price that has largely persisted through mid-2012, at which time prices began to decline. However, during the period from 2004 and, in particular, from the 2008 financial crisis onward, such financing has been available periodically. The factors cited above have acted to restrict the availability of funding at certain times.

Agave’sCompany’s Management and board of directors are not financial or commodity analysts and therefore cannot and should not forecast prices for silver and gold.metal prices. Management and the directors do monitor silver and goldthe metals industry trends, specifically demand supply data and believe that the silver and gold markets shouldmetals market may continue to experience positive fundamentals. As such Agavethe Company will continue to advance its properties, subject to available funds.

See the risk section for average, high and low gold and silver prices to the date of the filing of this Annual Report on Form 20-F.

C.         Off-statement of financial position arrangements

The CompanyFirst Energy does not have any off-statement of financial position arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.off-balance sheet arrangements.

D.         Tabular disclosure of contractual obligations

The following table summarizes the Company’s short-term and long-term obligations as at March 31, 2016:2018:

Certain statements contained in the foregoing Operating Results and elsewhere in this Annual Report on Form 20-F constitutes forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of First Energy to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks set forth below. Risk factors that could affect our future results include, but are not limited to, risks inherent in mineral exploration activities and other operating and development risks, no revenue from commercial operations, no assurance that any of our mineral properties possess commercially mineable bodies of ore, financial risk, shareholder dilution from additional equity financings, competition, environmental regulations, changes to reclamation requirements, volatility and sensitivity to market prices for precious and base metals, the impact of changes in foreign currencies' exchange rates, political risk, changes in government regulation and policies including trade laws and policies, demand for precious and base metals, and receipt of permits and approvals from governmental authorities.

Safe Harbour26

See above – “Cautionary Statement Regarding Forward-Looking Information.”

A.         Directors and Senior Management

The following table lists the directors and senior management of the Company.Company as at March 31, 2018. The directors have served in their respective capacities since their election and/or appointment and will serve until the next AGM or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company. Mr. Ronald Lang was appointed President and Chief Executive Officer on October 3, 2013, and Ms. Sherri Odribege was appointed as Chief Financial Officer on June 3, 2015. Ms. Angela Yap was appointed Chief Financial Officer on May 30, 2011 and resigned on June 3, 2015. Ms. Shannon Ross resigned as Chief Financial Officer on May 30, 2011. Mr. Gerald Feldman was appointed as a director on December 21, 2010. Mr. Christopher Hebb, Mr. Ronald Lang and Mr. Dwayne Melrose were appointed directors on June 23, 2011. Mr. Frank Lang resigned as a director of the Company on June 23, 2011. Mr. Ferdinand Holcapek did not stand for re-election at the Company’s December 13, 2012 AGM. Messrs. O’Connor, Hebb, Berner, Feldman, Merrifield and Melrose did not stand for re-election at the Company’s September 27, 2013 AGM, at which time Mr. Benjamin Ainsworth and Dr. A. Darryl Drummond were appointed. On July 7, 2014 Dr. Drummond retired and on July 8, 2014 Dr. Derek McBride and Mr. Robert Paul were appointed. Mr. Ainsworth did not stand for re-election at the Company’s December 14, 2014 AGM at which time Mr. Navin Varshney was elected.

Ronald M. Lang has been President and Chief Executive Officer since October 2013. Mr. Lang is a businessman and consultant with over twenty years' experience working with companies in the junior resource sector.

Sherri Odribege was appointed Chief Financial Officer on June 3, 2015. Ms. Odribege brings over 25 years of industry accounting and financial management experience. This experience includes successively senior positions with Breakwater Resources Ltd., Hunter Dickinson Inc., ValGold Resources Ltd, Emgold Mining Corporation, Sultan Minerals Inc. and Cream Minerals Ltd. Prior to her appointment as Chief Financial Officer, Ms. Odribege had served as the Company’s Corporate Controller since 2012.

Dr. Derek McBride, P.Eng. (Ontario/British Columbia) graduated from the Haileybury School of Mines with a diploma in mining technology, obtained B.Sc. and M.Sc. Degrees in geological engineering from Queen’s University, and a Ph.D. in geology from the University of New Brunswick. Dr. McBride has taught at St. Francis Xavier University, and for the past 35 years worked throughout the world in mineral exploration, authoring reports on mineral deposits in 16 countries.

Robert Paul has worked within the Canadian mineral industry for over 20 years, serving as a director and corporate communications professional for numerous TSX Venture listed companies.

Mr. Navin Varshney is the President of N.K.V Engineering & Consulting Ltd., a private company that has provided structural and geotechnical engineering services for residential projects for the last 25 years. Mr. Varshney obtained a Bachelor of Science degree in Engineering from the Aligarh Muslim University in India in 1982, a Diploma from the Faculty of Civil Engineering at the University of Calgary in 1985, and his P. Eng. designation from the Association of Professional Engineers & Geoscientists of British Columbia in 1988.  Mr. Varshney has been involved in the equity market since 1988. He has vast experience in investing in public companies as well as in acting as Director and/or Officer for public companies traded on the Vancouver Stock Exchange and TSX Venture. 

Executive officers are appointed by the board of directors to serve until terminated by the board of directors or until their successors are appointed. Certain of the directors serve as directors of other reporting companies and if a conflict of interest arises at a meeting of the board of directors, any director in a conflict will declare his interest and abstain from voting on such matter. All directors have a term of office expiring at the next AGM.

Family Relationships

There are no family relationships among any of the persons named above.

Arrangements

There are no arrangements or understandings regarding the selection of any of the persons named above.

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B.         Compensation and Discussion Analysis

Compensation of Executive Officers

“Named Executive Officer” (“NEO”) means each of the following individuals:

The Company had twosix NEOs during the year. The following disclosure sets out the compensation that the Board intended to pay, make payable, award, grant, give or otherwise provide to each NEO and director for the financial year ended March 31, 2016.2018.

Compensation of Directors and NEOs

The Company’s Corporate Governance and Compensation Committee (“CGCC”) has responsibility for reviewing compensation for the Company’s directors and senior management. The independent directors are encouraged to meet at any time they consider necessary without any members of management including the non-independent directors being present. The Company's auditors, legal counsel and employees may be invited to attend. The independent directors exercise their responsibilities for independent oversight of management through a strong CGCC. The Board has appointed Dr. Derek McBride as Chairman of the Corporate Governance and Compensation Committee to assist the Board in being effective, cohesive and independent from management.

To determine compensation payable, the CGCC reviews compensation paid for directors and NEOs of companies of similar size and stage of development in the mineral exploration industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the CGCC annually reviews the performance of the NEOs in light of the Company's objectives and considers other factors that may have impacted the success of the Company in achieving its objectives and financial resources.

The Company’s compensation policies and its stock option plan are intended to assist the Company in attracting, retaining and motivating directors, officers and employees of the Company and of its subsidiaries and to closely align the personal interests of such directors, officers and employees with those of the shareholders by providing them with the opportunity, through stock options, to acquire shares in the capital of the Company.

Option-Based Awards

The board of directors of the Company implementedadopted a stock option plan, as amended (the “Plan”), effective September 23, 2013,December 8, 2018, which has been was approved by the TSX Venture Exchange and the shareholders of the Company on September 23, 2013,December 8, 2018, at the Company’s AGM on that date.date and submitted to the TSX Venture Exchange for approval. The number of shares in respect of which options may be issued pursuant to options previously granted and those granted under the Plan is a maximumplan shall not exceed 10% of 2,723,500the issued and outstanding common shares of the Company.Company at the relevant grant date. In addition, the number of shares which may be reserved for issuance to any one individual may not exceed 5% of the issued shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant.

In accordance with good corporate governance practices and as recommended by Canadian National Policy 51-201Disclosure Standards, the Company imposes black-out periods restricting the trading of its securities by directors, officers, employees and consultants during periods surrounding the release of annual and interim financial statements and at other times when deemed necessary by management and the Board. In order to ensure that

28

optionees are not prejudiced by the imposition of such black-out periods, the Plan includes a provision to the effect that any outstanding options with an expiry date that falls during a management imposed black-out period or within five days thereafter will be automatically extended to a date that is ten trading days following the end of the black-outblackout period.

The Plan provides that if a change of control (as defined therein) occurs, or if the Company is subject to a take-over bid, all shares subject to stock options shall immediately become vested and may thereupon be exercised in whole or in part by the optionees. The Board may also accelerate the expiry date of outstanding stock options in connection with a take-over bid.

The Plan contains a provision that, if pursuant to the operation of the plan's adjustment provisions, in respect of options granted under the Plan (the "Subject Options"), an optionee receives options to purchase securities of another company (the "New Company"), such new options shall expire on the earlier of: (i) the expiry date of the Subject Options; (ii) if the optionee does not become an eligible person in respect of the New Company, the date that the Subject Options expire pursuant to the applicable provisions of the Plan relating to expiration of options in cases of death, disability or termination of employment discussed in the preceding paragraph above (the "Termination Provisions"); (iii) if the optionee becomes an eligible person in respect of the New Company, the date that such new options expire pursuant to the terms of the New Company's stock option plan that correspond to the Termination Provisions; and (iv) the date that is one (1) year after the Optionee ceases to be an eligible person in respect of the New Company or such shorter period as determined by the Board.

The Plan allows the board to impose vesting provisions and provides that, unless otherwise specified at the time of grant, all options shall vest and become exercisable in full immediately upon grant of such options. However, as required by the policies of the Exchange, options granted to optionees performing Investor Relations Activities must vest in stages over 12 months with no more than ¼ of such options vesting in any three month period.

The purpose of the Plan is to allow the Company to grant options to directors, officers, employees and service providers, as an incentive for performance, and as an opportunity to participate in the success of Agave.First Energy. The granting of such options is intended to align the interests of such persons with that of the shareholders. Options are exercisable over periods of up to ten years as determined by the board of directors of AgaveFirst Energy and are required to have an exercise price no less than the market price as defined in the Plan prevailing on the day that the option is granted. Pursuant to the Plan, the board of directors may from time to time authorize the issue of options to directors, officers and employees of and consultants to AgaveFirst Energy and its subsidiaries or employees of companies providing management services to AgaveFirst Energy or its subsidiaries.

At March 31, 2016,2018, and at July 5, 2016,30, 2018, the maximum number of common shares which may be issued pursuant to stock options granted under the Plan is equal to 2,723,5001,083,664 and 2,763,500,1,255,164 respectively, of the issued and outstanding common shares at the respective dates. A total of 1,490,000140,000 stock options were outstanding at March 31, 20162018 and 1,450,000Nil stock options were outstanding at July 5, 2016.30, 2018.

During the year ended March 31, 2016, there2018, 180,000 options were 1,450,000granted, and 370,000 options granted. None were exercised, 167,500 expired and 170,000 were forfeited.forfeited or expired. Subsequent to March 31, 2016, there2018, 140,000 options were none granted or exercised and 40,000 expired.exercised.

The board of directors generally grants options to corporate executives on the recommendation of the CGCC. As part of its annual work plan, the CGCC reviews, among other things, executive compensation and makes appropriate recommendations to the board regarding such compensation, including but not limited to the grant of options. Options may be granted at other times of the year to individuals commencing employment with the Company.

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Summary Compensation Table

The compensation paid to the NEOs during the yearsyear ended March 31, 2018 is as set out below:

In the year ended March 31, 2016, $Nil- (2015- $Nil; 2014 - $40,456) in management, administrative, geological and other services were provided by Quorum on a cost recovery basis to the various entities sharing certain personnel costs, office space, and overhead with the Company until August 31, 2012.30

As part of its annual work plan, the CGCC reviews, among other things, executive compensation and makes appropriate recommendations to the board regarding such compensation.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out all share-based awards and option-based awards outstanding as at the financial year ended March 31, 2016,2018, for each NEO:

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out all incentive plans (value vested or earned) during the financial year ended March 31, 2016,2018, for each NEO:

Discussion

The Company accounts for stock options issued to employees at the fair value determined on the grant date using the Black-Scholes option pricing model. The fair value of the options is recognized as an expense using the graded vesting method where the fair value of each tranche is recognized over its respective vesting period. When stock options are forfeited prior to becoming fully vested, any expense previously recorded is reversed.

Share-based payments made to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined that the fair value of the goods or services cannot be reliably measured. These payments are recorded at the date the goods and services are received.

Warrants issued are recorded at estimated fair values determined on the grant date using the Black-Scholes model. If and when the stock options or warrants are ultimately exercised, the applicable amounts of their fair values in the reserves account are transferred to share capital.

See “Option Based Awards” and “Securities Authorized for Issuance under Equity Compensation Plans” for further information on the Stock Option Plan.

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The Company does not have Incentive Plan Awards, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities) was paid.

Pension Plan Benefits

Defined Benefit Plan or Defined Contribution Plan

The Company has no pension plans for NEOs that provide for payment or benefits at, following, or in connection with retirement.

Deferred Compensation Plans

The Company has no deferred compensation plan for NEOs.

Termination and Change in Control Benefits

The Company hasehas no contract, agreement plan or arrangement that provides for payment to a NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a NEO’s responsibilities, with the exception of the following:

The contract of Angela Yap provided for payment to Ms. Yap of a minimum severance allowance if the Company should terminate the employment agreement without cause or Ms. Yap should terminate the agreement for good cause. The minimum severance allowance would be calculated as one year’s salary as in effect as at the termination date plus benefits will be covered, other than disability insurance coverage or comparable alternate benefits, for the same period as the severance. Additionally, the contract provides for payment to Ms. Yap of the same severance allowance in certain circumstances in the event of an acquisition or change of control by another company or other similar form of transaction. Ms. Yap’s employment was terminated effective June 3, 2015 and a lump sum payment in the amount of $42,000 was negotiated as severance.

Director Compensation

On June 23, 2011 the board of directors approvedThe Company does not have a resolution to compensate all directors of the Company, with the exception of one non-independent director, Mr. O’Connor:

Chairman and Chair of the Audit Committee           $15,000 per year

Other Directors                                                             $10,000 per year

Attendance at directors meetings                             $ 250 per meeting

In addition, directors are entitled to reimbursementcompensation plan for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of the Company other than services ordinarily required of a director. This is subject to recommendation by the Compensation and Corporate Governance committee.

Payment of directors’ fees have been deferred as of Q2-2013 due to the company’s cash situation.

Effective September 27, 2013 the Company has ceased payment or accrual of directors’ fees.

Director Compensation Table

The following table sets out all amounts of compensation provided to the directors who are not NEOs for the Company’s most recently completed financial year:

Outstanding Share-based Awards and Option-based Awards

The following table sets out all option-based awards outstanding as at the financial year ended March 31, 20162018 each director, excluding one director whose awards are already provided in the disclosure for NEOs for the Company:

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An “independent” director under the TSX governance guidelines is a director who is independent from management and is free from any interest and any business or other relationship which could materially interfere with his or her ability to act in the best interest of the Company other than interests arising from shareholding. Where a company has a significant shareholder, in addition to a majority of “independent” directors, the Board should include a number of directors who do not have interest or relationships with either the Company or the significant shareholder. The Board currently consists of sevenfour directors, sixtwo of whom are independent based upon the tests for independence set forth in Canadian National Instrument 52-110. Derek McBride, Robert Paul and Navin Varshney are independent. Ronald LangMr. Sangha is not independent as he is the President and CEO of the Company, Mr. Wolf is not independent as he is the CFO of the Company.

The Company is currently seeking to add an additional independent director.

Except as set out below, no director and/or executive officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a director and/or executive officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony, or misdemeanor involving a security or in any aspect of the securities business of theft.

There are no director’s services contracts with the Company providing for benefits upon termination of employment except. Agaveemployment. The Company has no compensatory plan or arrangement in respect of compensation received or that may be received by the directors of the Company in its most recently completed or current financial year to compensate such directors in the event of termination as director (resignation, retirement) or in the event of a change in control. There are no arrangements or understandings with any two or more directors or executive officers pursuant to which he was selected as a director or executive officer. Other than as disclosed in related party transactions, fees payable to directors as disclosed above under "Director Compensation", and salaries for executive officers, there is no compensation paid to outside directors other than stock-based compensation.

The following information is provided with respect to the Company’s directors, and members of its administrative, supervisory or management body and includes the date of expiration of the current term of office and the period during which the person has served in that office.

Audit Committee

Navin Varshney, Ronald LangAs of July 30, 2018, Gurminder Sangha, Muzaffer Sultan and Robert PaulLaurie Stevenson are the members of Agave’s audit committee. Thethe Company’s audit committee is appointed annually by the directors of Agave at the first meeting of the board held after Agave’s AGM.and with Mr. Stevenson acting as Chair. Its primary function is to review the financial statements of Agavethe Company before they are submitted to the board for approval. The audit committee is also available to assist the board if required with matters relating to the appointment of Agave’sthe Company’s auditor and the overall scope and results of the audit, internal financial controls, and financial information for publication for various purposes.

Corporate Governance and Executive Compensation Committee

Members of the Corporate Governance and Executive Compensation Committee are Derek McBride, Navin VarshneyGurminder Sangha, Muzaffer Sultan and Robert Paul.Laurie Stevenson. The committee was formed for makingto make recommendations to the board with respect to developments in the area of corporate governance, the practices of the board, finding appropriate candidates for nomination to the board and for evaluating the performance of the board, and senior executives and making recommendations as to their compensation.

D.         Employees

At March 31, 2016, Agave had one employees, Ronald Lang,2018, the President and CEO.

Company did not have any employees.

E.         Share Ownership

See Item 6A. – “Directors and Senior Management”.

The following table sets forth, as at March 31, 2016,2018, all stock options held by the directors and members of senior management of the Company, including the number of common shares issuable upon the valid exercise of the options, the exercise price and expiration date of the options.

The following table sets forth, as of July 30, 2018, the number of First Energy’s common shares beneficially owned by the directors and members of senior management of First Energy, individually, and as a group, and the percentage of ownership of the outstanding common shares represented by such shares.

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The shareholders listed below possess sole voting and investment power with respect to the shares shown.

Directors and Senior Management Share Ownership as at July 30, 2018

*Based on 12,551,638 common shares issued and outstanding, and no warrants and stock options held by officer and directors as at July 30, 2018.