ANDEAN
PRECIOUS METALS

Notice of Meeting
of Shareholders
and
Management Information Circular
For the Annual General and Special Meeting of Shareholders to be held on June 27, 2025
May 15, 2025

ANDEAN PRECIOUS METALS

ANDEAN PRECIOUS METALS CORP.

181 Bay Street, Suite 4400,
Toronto, Ontario, M5J 2T3

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) of Andean Precious Metals Corp. (the “Company”) will be held at Suite 4400, 181 Bay Street, Toronto, Ontario, on June 27, 2025, at 12:00 noon (Eastern Time) for the following purposes:

to receive the consolidated financial statements of the Company together with the auditor’s report thereon for the years ended December 31, 2024 and 2023;
to consider and, if deemed advisable, to pass an ordinary resolution to fix the number of members of the board of directors of the Company at seven (7);
to consider and, if deemed advisable, to pass an ordinary resolution electing the directors of the Company for the ensuing year;
to appoint KPMG LLP as the auditor of the Company for the ensuing year and to authorize the directors of the Company to fix their remuneration;
to consider and, if deemed advisable, approve an ordinary resolution to approve a new omnibus long-term incentive plan for the Corporation (the “New Omnibus Plan”);
to consider, and if deemed advisable, approve the change of name of the Company; and
to transact such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

A management information circular (the “Information Circular”) accompanies this Notice of Meeting together with a form of proxy (“Proxy”) and a financial statement request form. The Information Circular contains details of matters to be considered at the Meeting. The Shareholders may be asked to consider any permitted amendment to or variation of any matter identified in this Notice, and to transact such other business as may properly come before the Meeting or any adjournment thereof.

Notice-and-Access

The Company has elected to use the notice-and-access provisions in section 9.1.1 of National Instrument 51-102 – Continuous Disclosure Obligations in the case of mailing to registered Shareholders, and section 2.7.1 of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer in the case of beneficial Shareholders (“Notice-and-Access Provisions”) for this Meeting.

Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allow a company to reduce the volume of materials to be physically mailed to shareholders by posting the management proxy circular and any additional annual meeting materials online. Shareholders will still receive this Notice of

Meeting and the Proxy and may choose to receive a hard copy of the Information Circular. The Company will not use procedures known as 'stratification' in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some shareholders with a notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Information Circular.

Copies of this Notice of Meeting and Information Circular, as well as the Proxy and the Company's annual financial statements (together the "Proxy Materials"), are posted on the Company's website at www.andeanpm.com/Investors and are filed on System for Electronic Document Analysis and Retrieval ("SEDAR+") Company's profile at www.sedarplus.ca. Any Shareholder who wishes to receive a printed paper copy of the Information Circular may contact the Company at Suite 4400, 181 Bay Street, Toronto, Ontario or by email at [email protected]. A Shareholder may also call +1 437 371 2820 (toll-free) to obtain additional information relating to the Notice-and-Access Provisions or to obtain a paper copy of the Information Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

To allot reasonable time for a Shareholder to receive and review a paper copy of the Proxy Materials and submit their vote prior to 12:00 noon (Eastern Time) on June 24, 2025 (the "Proxy Deadline"), any Shareholder wishing to request a paper copy of the Information Circular as described above, should ensure such request is received by June 13, 2025. Under the Notice-and-Access Provisions, Proxy Materials must be available for viewing by Shareholders for up to one year from the date of posting and Shareholders may request a paper copy of the Proxy Materials at any time during this period.

The Information Circular contains important details of matters to be considered at the Meeting. Please review the Information Circular before voting.

DATED at Toronto, Ontario, this May 15, 2025

BY ORDER OF THE BOARD OF DIRECTORS

Alberto Morales
Executive Chairman and Chief Executive Officer

Management Information Circular Table of Contents

SOLICITATION OF PROXIES ... 1
GENERAL PROXY INFORMATION ... 1
CURRENCY PRESENTATION ... 5
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ... 5
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ... 6
ELECTION OF DIRECTORS ... 6
CORPORATE GOVERNANCE ... 10
STATEMENT OF EXECUTIVE COMPENSATION ... 12
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ... 22
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ... 22
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 22
APPOINTMENT OF AUDITOR ... 22
AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR ... 23
MANAGEMENT CONTRACTS ... 25
PARTICULARS OF MATTERS TO BE ACTED UPON ... 25
ADDITIONAL INFORMATION ... 33
OTHER MATTERS ... 33
SCHEDULE "A" ... 34
AUDIT COMMITTEE CHARTER ... 34
SCHEDULE "B" ... 40
OMNIBUS LONG-TERM INCENTIVE PLAN ... 40

MANAGEMENT INFORMATION CIRCULAR
LEGAL_46576202.8

ANDEAN
PRECIOUS METALS

ANDEAN PRECIOUS METALS CORP.
181 Bay Street, Suite 4400,
Toronto, Ontario, M5J 2T3

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This information circular ("Information Circular") is furnished in connection with the solicitation of proxies by the management of Andean Precious Metals Corp. (the "Company") for use at the annual general and special meeting (the "Meeting") of its shareholders to be held on June 27, 2025, at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Information Circular, references to the "Company", "Andean", "we" and "our" refer to Andean Precious Metals Corp. "Common Shares" means common shares in the capital of the Company. "Shareholders" means holders of Common Shares. "Registered Shareholders" means Shareholders who hold Common Shares in their own name. "Beneficial Shareholders" means Shareholders who do not hold Common Shares in their own name and "intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders. Information contained herein is given as of May 15, 2025, unless otherwise specifically stated.

The Meeting will be held at Suite 4400, 181 Bay Street, Toronto, Ontario at 12:00 noon (Eastern Time) on June 27, 2025, and at any adjournments or postponements thereof for the purposes set forth in the Notice of Annual General and Special Meeting of Shareholders (the "Notice of Meeting") accompanying this Information Circular.

Solicitation of proxies will be primarily by mail but may also be by telephone, facsimile or in person by directors, officers and employees of the Company who will not be additionally compensated therefore. Brokers, nominees or other persons holding Common Shares in their names for others shall be reimbursed for their reasonable charges and expenses in forwarding the Notice of Meeting, this Information Circular, and the proxy form (collectively, the "Meeting Materials") to the Beneficial Owners of such Common Shares. The costs of soliciting proxies will be borne by the Company.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the Meeting Materials to Beneficial Shareholders, and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

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Notice-and-Access

Notice-and-Access means provisions concerning the delivery of proxy-related materials to shareholders found in section 9.1.1 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), in the case of Registered Shareholders, and section 2.7.1 of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), in the case of Beneficial Owners (“Notice-and-Access Provisions”), which allow a reporting issuer to deliver a management information circular forming part of proxy-related materials to shareholders via certain specified electronic means provided that the conditions of NI 51-102 and NI 54-101 are met.

Notice-and-Access Provisions allow reporting issuers, other than investment funds, to choose to deliver proxy-related materials to registered holders and beneficial owners of securities by posting such materials on a non-SEDAR website (usually the reporting issuer’s website and sometimes the transfer agent’s website) rather than by delivering such materials by mail. Notice-and-Access Provisions can be used to deliver materials for both general and special meetings. Reporting issuers may still choose to continue to deliver such materials by mail, and beneficial owners will be entitled to request delivery of a paper copy of the Meeting Materials at the reporting issuer’s expense.

Use of Notice-and-Access Provisions reduces paper waste and printing and mailing costs incurred by the reporting issuer. For the Company to utilize Notice-and-Access Provisions, the Company must send a notice to Shareholders, including Non-Registered Shareholders, indicating that the proxy-related materials have been posted and explaining how a Shareholder can access them electronically or obtain a paper copy from the Company. This Information Circular is posted in full on the Company’s website at www.andeanpm.com/Investors#AGSM and under the Company’s SEDAR+ profile at www.sedarplus.ca.

The Notice of Meeting has been delivered to Shareholders by the Company, along with the applicable voting document a form of Proxy (as defined below) in the case of Registered Shareholders or a Voting Instruction Form (“VIF”) in the case of Non-Registered Shareholders.

The directors of the Company have fixed the close of business on May 15, 2025, as the record date (the “Record Date”) for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting. Only Shareholders whose names have been entered into the register of Shareholders as of the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting.

The Company will not rely upon the use of ‘stratification’. Stratification occurs when a reporting issuer using Notice-and-Access Provisions provides a paper copy of the management information circular with the notice to be provided to Shareholders as described above. In relation to the Meeting, all Shareholders will have received the required documentation under the Notice-and-Access Provisions and all documents required to vote in respect of all matters to be voted on at the Meeting. No Shareholder will receive a paper copy of the Management Information Circular from the Company or any Intermediary unless such Shareholder specifically requests one.

The Company will pay intermediaries, including Broadridge Financial Solutions Inc. (“Broadridge”), to deliver proxy-related materials to non-registered shareholders.

Any Shareholder who wishes to receive a printed copy of this Information Circular may contact the Company at 15 Toronto Street, Suite 401, Toronto, Ontario or by email at [email protected]. A Shareholder may also call +1 437 371 2820 (toll-free) to obtain additional information relating to the Notice-and-Access Provisions or to obtain a paper copy of the Information Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

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Request Time Limit

In order to ensure that a paper copy of the Information Circular can be delivered to a requesting Shareholder in time for such Shareholder to review the Information Circular and return a completed form of proxy ("Proxy" or "Proxies") or VIF prior to the deadline for receipt of proxies at 12:00 noon (Eastern Time) on June 24, 2025 (the "Proxy Deadline"), it is strongly suggested that a Shareholder ensure their request is received by the Company no later than June 13, 2025.

Appointment of Proxyholders

The individuals named in the accompanying form of Proxy are officers and/or directors of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so by inserting the name of that other person in the blank space provided in the Proxy.

Voting by Proxyholder

The individuals named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the individuals named therein with respect to:

each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;
any amendment to or variation of any matter identified therein; and
any other matter that properly comes before the Meeting.

Exercise of Discretion by Proxies

Common Shares represented by Proxies will be voted or withheld from voting in accordance with the instructions of the Shareholder. Where no choice is specified, the Proxy will confer discretionary authority upon the individuals named in the Proxy and will be voted for the matters described below in this Information Circular.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so using one of the following methods:

complete, date and sign the enclosed form of Proxy and return it to the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), by fax within North America at 1-866-249-7775, by fax outside North America at 416-263-9524, or by mail to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; or
via Computershare's internet website www.investorvote.com. Registered Shareholders who choose this option must follow the instructions that appear on the screen and refer to the enclosed Proxy for the holder's account number and the Proxy access number.

In each of the above cases Registered Shareholders must ensure the Proxy is received no later than 12:00 noon

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(Eastern Time) on June 24, 2025, or 48 hours preceding the date of any adjournment or postponement of the Meeting. Failure to complete or deposit a Proxy properly may result in its invalidation. The time limit for the deposit of a Proxy may be waived by the Chairman of the Meeting at the Chairman's discretion without notice.

Beneficial Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, that acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders: those who object to their name being made known to the issuers of securities that they own (called "OBOs" for "Objecting Beneficial Owners") and those who do not object to the issuers of the securities they own knowing who they are (called "NOBOs" for "Non-Objecting Beneficial Owners").

Pursuant to NI 54-101, the Company distributes copies of the Proxy Materials to The Canadian Depository for Securities Limited and intermediaries for onward distribution to Beneficial Shareholders. The Company does not send Proxy Materials directly to Beneficial Shareholders. Intermediaries are required to forward the Proxy Materials to all Beneficial Shareholders for whom they hold Common Shares unless such Beneficial Shareholders have waived the right to receive them.

Beneficial Shareholders, who are OBOs, should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

The form of proxy supplied to you as a Beneficial Shareholder by your broker will be similar to the Proxy provided to Registered Shareholders. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge in Canada and in the United States. Broadridge mails a VIF in lieu of the Proxy provided by the Company. The VIF will name the same persons as the Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder), different from the individuals designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right, insert the name of your desired representative (which may be you) in the blank space provided in the VIF. Once you have completed and signed your VIF, return it to Broadridge by mail or facsimile, or deliver your voting instructions to Broadridge by phone or via the internet, in accordance with Broadridge's instructions. Broadridge tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, it must be completed and returned to Broadridge, in accordance with Broadridge's instructions well in advance of the Meeting in order to: (a) have your Common Shares voted at the Meeting as per your instructions; or (b) have an alternate representative chosen by you duly appointed to attend and vote your Common Shares at the Meeting.

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Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy may revoke it by executing a Proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the Registered Shareholder is a corporation, under its corporate seal by an officer or duly authorized attorney, and by delivering the proxy bearing a later date to Computershare Investor Services, Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or any reconvening thereof. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Voting by Proxy Generally

Proxyholders other than the individuals named in the accompanying Proxy will be required to identify themselves by notice in writing to the Company by the Proxy Deadline so that the Company can confirm their identity prior to the Meeting and facilitate their voting of the proxies that they hold at the Meeting. Notice may be provided by e-mail to the Company at [email protected]. Proxies will not be accepted at the Meeting. All proxies must be submitted to Computershare by the Proxy Deadline.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being affected in accordance with the corporate laws of the Province of Ontario, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders that are residents of the United States should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders that are residents of the United States of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (Ontario) (the "OBCA"), as amended, certain of its directors and its executive officers are residents of Canada and all of its assets are located outside the United States. Shareholders that are residents of the United States may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

CURRENCY PRESENTATION

Unless specified herein, all dollar amounts referenced in this Information Circular are in United States dollars and are referred to as “$”.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

To the knowledge of the directors and executive officers of the Company, no (a) director or executive officer of the Company who held such position at any time since January 1, 2024, (b) proposed nominee for election as director of the Company, or (c) any associate or affiliate of any of the foregoing persons in (a) or (b), has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors, approval of which will be sought at the Meeting.

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VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the "Board") of the Company has fixed May 15, 2025 as the Record Date for determination of persons entitled to receive notice of and to vote at the Meeting. Only Shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a Proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares. As of May 15, 2025, there are 147,793,902 Common Shares issued and outstanding, each without par value and each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

To the knowledge of the directors and executive officers of the Company, there is no person or corporation who beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company as at the Record Date, other than PMB Partners LP ("PMB") and 2176423 Ontario Inc. PMB is controlled by Mr. Alberto Morales, the Executive Chairman and Chief Executive Officer and a director of the Company. As of May 15, 2025, PMB owned beneficially 79,718,750 Common Shares of the Company representing approximately 53.94% of the issued and outstanding Common Shares of the Company. 2176423 Ontario Inc. is controlled by Mr. Eric Sprott. As of May 15, 2025, 2176423 Ontario Inc. owned beneficially 23,109,638 Common Shares of the Company representing approximately 15.64% of the issued and outstanding Common Shares of the Company.

ELECTION OF DIRECTORS

The Board presently consists of seven directors. The Board proposes that the number of directors to be elected to the Board be fixed at seven (7). Management does not contemplate that any of the nominees will be unable to serve as a director of the Company, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the accompanying form of proxy to vote for the election of any other person or persons in place of any nominee or nominees unable to serve. At the Meeting, the Shareholders will be asked to approve an ordinary resolution to fix the number of Board positions at seven (7).

The Board is currently comprised of Alberto Morales, Peter Gundy, Grant Angwin, Ramiro Villarreal, Felipe Canales, Yohann Bouchard and Michele Ashby.

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless a director's office is vacated earlier in accordance with the provisions of the Business Corporations Act (Ontario), each director elected will hold office until the next annual general meeting of the Company, or if no director is then elected, until a successor is elected or appointed.

The Board unanimously recommends that shareholders vote in favor of the election of the seven nominees listed below.

The following table sets out the names of management's seven nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment for the last five years, the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at May 15, 2025.

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Name, Current Position with the Company and Province and Country of Residence	Period as a Director of the Company	Principal Occupation for the Previous Five Years (1)	Common Shares Beneficially Owned Directly or Indirectly (1)
Alberto Morales (3)(5)
Executive Chairman, CEO and non-independent Director.
Santo Domingo, Dominican Republic	Since March 19, 2021	Executive Chairman and CEO of the Company
Entrepreneur	• 79,718,750 Common Shares
Peter Gundy (2)(3)(4)
Independent Director.
Ontario, Canada	Since March 19, 2021	Director of Vertiprop Limited	• 299,500 Common Shares
• 200,000 Options
Grant Angwin (2)(3)(4)(5)
Independent and Lead Director.
Utah, United States	Since July 7, 2021	Founder and President of Angwin
Precious Metals Services LLC
Former President of Asahi Refining NA	• 25,000 Common Shares
• 200,000 Options
Felipe Carlos Canales Tijerina (2)(4)
Independent Director.
Nuevo Leon, Mexico	Since March 16, 2022	Independent Financial Advisor
Former Co-CEO of Rose Hill Special Acquisition Corp.	• 200,000 Options
Ramiro Gerardo Villarreal Morales (3)
Independent Director.
Nuevo Leon, Mexico	Since March 16, 2022	Director of Cemex S.A.B. de C.V.
Director of Grupo Cementos de Chihuahua S.A. de C.V.	• 200,000 Options
Yohann Bouchard (5)
Non-Independent Director.
Ontario, Canada	Since December 1, 2022	President of the Company
Former Executive Vice President and Chief Operating Officer at New Gold.
Former Senior Vice President and Chief Operating Officer at Yamana Gold Inc.	• 315,896 Common Shares
• 200,000 Options
• 160,000 Restricted Share Units.
(6)
Michele Ashby (4) (5)
Independent Director.
Colorado, United States	Since January 2, 2024.	CEO & Founder of ACE LLC
Founder of the Denver Gold Group	• 15,000 Common Shares
• 200,000 Options

Notes:
(1) The information as to principal occupation and Common Shares beneficially owned or controlled is not within the knowledge of management of the Company and has been furnished by the respective nominees or obtained from information available on SEDI.
(2) Current member of the Audit Committee of the Board.
(3) Current member of the Nomination and Corporate Governance Committee of the Board.
(4) Current member of the Compensation Committee of the Board.
(5) Current member of the Health, Safety, Environment, Social and Sustainability Committee of the Board.
(6) On March 3, 2025, Mr. Bouchard received 240,000 RSUs as a signing bonus. One-third vested on March 6, 2025, another third will vest 12 months from March 3, 2025, and the final third will vest 24 months from March 3, 2025.

Biographies of Director Nominees

Alberto Morales, Executive Chairman, CEO and Non-Independent Director

Alberto Morales has over 30 years of experience specializing in corporate finance, mergers and acquisitions and corporate restructurings. He has also participated in other private equity and venture capital projects as co-developer, investor and/or advisor in telecommunications, aviation, tourism, financial services and asset management, mining and alternative energy. He has participated in the planning, formation, development and consolidating stages of various start-up business ventures. Mr. Morales holds a Bachelor's of Law from the University

ANDEAN PRECIOUS METALS

of Monterrey (1984) and a Master’s degree in Comparative Jurisprudence from the New York University School of Law (1987), and was admitted to practice law in Mexico in 1985 and in the State of New York in 1989.

Peter Gundy, Independent Director

Peter Gundy is the founder of Neo Material Technologies Inc (“NEM”), serving as CEO and chairman from 1992 to 2008. Mr. Gundy created one of Canada’s most successful small/medium enterprises operated by Canadians in China and Southeast Asia. With manufacturing plants in China and Thailand, NEM became #1 in the world in powerful high-tech magnetic materials for the world’s electronic industries. NEM became #1 globally in the production of advanced rare earths also used in the global electronics industries and automotive sector. In 2012, NEM was sold to Molycorp for $1.1 billion.

Grant Angwin, Independent Director

Grant Angwin has nearly 40 years’ experience in precious metals. He was the President of Asahi Refining NA – the world’s largest gold and silver refiner with three manufacturing operations in North America. Prior to the sale of the business in 2015, he worked for Johnson Matthey, both in the UK and USA, where he held various senior management roles. His experience includes being the former Chair of the London Bullion Market Association, past Member of the Shanghai Gold Exchange International Advisory Board and a Board Member of the Silver Institute. He currently sits on the ICE Benchmark Precious Metals Oversight Committee for the LBMA Gold and Silver prices. He studied Chemistry and Business and Finance at the University of Hertfordshire UK and graduated from the Executive Management Programme at Queen’s University School of Business, Ontario, Canada.

Ramiro Gerardo Villarreal Morales, Independent Director

Mr. Ramiro Villarreal Morales has more than 50 years of professional experience in the legal and financial fields. He acted for 30 years as General Legal Counsel and Executive Vice President of Legal in CEMEX, one of the world’s largest publicly traded cement companies, where he was responsible for all legal matters of the CEMEX group of companies on a worldwide basis and led many multi-jurisdictional mergers and acquisitions around the world, as well as corporate financings and debt restructurings. He was the Secretary of CEMEX Board of Directors until February 2017 and is currently a member of the board of directors of CEMEX, and a member of the board of directors of other publicly and privately held companies. He graduated with a degree in Law from the Universidad Autónoma de Nuevo Leon and received a Master of Science degree in Finance from the University of Wisconsin-Madison.

Felipe Carlos Canales Tijerina, Independent Director

Mr. Felipe Canales Tijerina has 40 years of experience in the corporate finance and strategy areas, with over 25 years in top executive positions at major public companies. He has personally led and successfully executed large and complex corporate finance transactions, multi-jurisdictional debt restructurings, mergers and acquisitions, joint ventures, and capital raisings. Mr. Canales was CFO of Axtel from 2009 to 2017. Prior to Axtel he was CFO of Sigma Alimentos, the food division of Alfa, a global conglomerate with operations in Canada, the United States, Latin America, Europe and Asia, where he held other positions during his 30-year career at Alfa. Mr. Canales has an MBA degree from the Wharton School at the University of Pennsylvania and a B.Sc. in Industrial Engineering from Instituto Tecnológico de Monterrey.

Yohann Bouchard, President of the Company, Non-Independent Director

Mr. Bouchard is a Professional Mining Engineer with over 25 years of mining experience leading operational teams throughout the Americas and Africa. Most recently, Mr. Bouchard was Executive Vice President and Chief Operating

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Officer at New Gold from 2023 to January 2025, responsible for operations and development projects in Ontario and British Columbia. Prior to join New Gold, Mr. Bouchard was Senior Vice-President at Yamana Gold and responsible for operations in Brazil, Chile, Argentina, and Canada. As well, Mr. Bouchard oversaw the Canadian Malartic and Odyssey mines through his role as Vice President of Canadian Malartic, Yamana's 50% partnership with Agnico Eagle. Mr. Bouchard has progressed through roles of increasing responsibility. Mr. Bouchard also occupied key operating and technical positions with Primero Mining Corporation, Iamgold Corporation, Breakwater Resources Ltd and Cambior Inc, gaining broad experience in precious and base metals using a range of mining and processing methods. He previously served on the board of directors of Monarch Gold Corporation. Mr. Bouchard is fluent in French, English and Spanish and holds a Bachelor of Mining Engineering degree from École Polytechnique of Montréal. He is registered as a Professional Engineer in Ontario.

Michele Ashby, Independent Director

Ms. Ashby is currently the CEO & Founder of ACE LLC, a company that educates and trains women to attain corporate board positions. She also established the Denver Gold Group, a globally recognized international trade association, serving on its board for 17 years, including tenure as Founder and CEO. Subsequently, she founded and was CEO of MINE LLC (Meetings International Natural Resources Enterprise) from 2005 to 2013, encouraging collaborations between resource/energy enterprises and prominent investors across the US, Europe, UK and Canada. In 2022, Ms. Ashby was recognized as one of the top 100 Inspirational Women in Mining by Women in Mining UK.

Ms. Ashby excels in capital markets, governance and marketing. She was formerly a director for publicly listed companies including, NexGold Inc., McEwen Mining Inc., Lithium X Energy Corp., Lucky Strike Resources, Inc., Lake Victoria Mining Company, Inc., Green Energy Corporation and Mené Inc. Her board responsibilities have included chairing and participating in Audit and Compensation Committees, and serving on Nominating and Governance, Health, Safety & Environmental, and Special Committees. Ms. Ashby attained a degree in Finance from Regis University, Magna Cum Laude and has her CDI.D, Board Certification, from Corporate Directors International.

Penalties, Sanctions and Corporate Cease Trade Orders

To the knowledge of management of Andean, no proposed director is, as at the date of this Information Circular, or has been, within ten years of the date of this Information Circular, a director, CEO or CFO of any company including the Company, that:

a) was subject to an order that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or
b) was subject to an order that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO; or
c) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
d) has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

No proposed director of the Company has been subject to:

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a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

CORPORATE GOVERNANCE

General

National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") requires issuers to disclose their corporate governance practices and National Policy 58-201 – Corporate Governance Guidelines provides guidance on corporate governance practices. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101.

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the company's shareholders. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the Board's opinion, be reasonably expected to interfere with the exercise of a director's independent judgment.

The Board facilitates its independent supervision over management of the Company through meetings of the Board, and through frequent informal discussions among independent members of the Board. In addition, the Board has access to the Company's external auditor, legal counsel, and to any of the Company's officers. Alberto Morales is the Executive Chairman and CEO. The primary roles and responsibilities of the Executive Chairman include: (a) chairing the Board and Shareholder meetings; (b) attending meetings of the committees of the Board if convenient; (c) planning and organizing Board activities including Board meeting agendas; and (d) serving as the spokesperson of the Board along with the CFO.

On November 2, 2022, Grant Angwin was appointed as Lead Director of the Company. The Lead Director is to provide independent leadership to the Board, in particular, its independent directors, and to assist the Board in discharging its duties, responsibilities and obligations independently of management.

On February 24, 2025, Yohann Bouchard was appointed as President of the Company. The President of the Company is responsible for overseeing mining operations across the Company and participates in the strategic growth vision of the Company. Yohann Bouchard is not considered independent of the Company. He is also the chair of the Health, Safety, Sustainability and Environmental Committee.

Alberto Morales is not considered independent of the Company as he is the Executive Chairman and CEO of the Company.

Directorships

The following members of the Board currently serve on boards of directors of the following issuers:

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Name of Director	Name of Other Reporting Issuer
Ramiro Gerardo Villarreal Morales	Cemex S.A.B. de C.V. (1)
Grupo Cementos de Chihuahua S.A. de C.V. (2)
Vinte S.A. de C.V. (2)
Peter Gundy	Meteoric Resources NL (3)

Notes:
(1) Listed on the New York Stock Exchange ("NYSE").
(2) Listed on the Mexican Stock Exchange ("BMV").
(3) Listed on the Australian Securities Exchange ("ASX")

Orientation and Continuing Education

Currently, there is no structured program for the orientation of new directors. Existing directors provide orientation and education to new members informally and on an ad hoc basis. The Company encourages directors to attend, enroll in, or participate in courses and seminars focusing on financial literacy, corporate governance, and related topics. Each director is responsible for maintaining the necessary skills and knowledge to fulfill their duties effectively. Additionally, the Board's continuing education is supported through correspondence with the Company's legal counsel, ensuring they stay informed about developments in relevant corporate and securities law matters.

Ethical Business Conduct

The Board has adopted a Code of Business Conduct and Ethics (the "Code") that prescribes expectations relating to honesty and ethical conduct and that business decisions made must be in the best interests of the Company. In addition, the Code outlines procedures for, and/or prohibitions against, as applicable, amongst other things, dealing with conflicts of interest as they arrive, receipt of gifts by the Board, political contributions, payments to foreign and domestic government officials, bribery, doing business with companies in which a member of the Board has an interest, outside employment and serving as a director or officer of a competitor, legal compliance, and confidentiality.

Nomination and Corporate Governance Committee

The Nomination and Corporate Governance Committee is responsible for establishing the competencies and skills that the Board considers to be necessary for the Board as a whole to possess; the competencies and skills that the Board considers each existing director to possess; and the competencies and skills each new nominee will bring to the Board.

The Committee identifies, interviews and makes recommendations to the Board with respect to new Board members, officers and employees with strategic responsibilities of the Company. The Board is of the view that the current size of the board, which currently stands at seven directors, is conducive to effective decision-making and committee work.

Compensation Committee

The Board, acting through its Compensation Committee, determines compensation for the directors and officers with strategic responsibilities of the Company. The procedures for this determination are described under "Statement of Executive Compensation" below.

Health, Safety, Environment, Social and Sustainability Committee

The Board, acting through its Health, Safety, Environment, Social and Sustainability Committee, maintains oversight

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responsibilities relating to sustainable development practices, and the development and implementation of any environmental, health and safety policies of Andean.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management, and the strategic direction and processes of the Board on an ongoing basis.

Diversity and Inclusion

The Company acknowledges the significance of having a senior management team (including directors and officers) composed of skilled, seasoned, and dedicated professionals with varied experience, expertise, and backgrounds that collectively align with the strategic needs of the business and represent the local communities in which we operate. The Company believes it currently benefits from a well-diversified board of directors and officer group, and considers that this diversity enhances our decision-making and resilience. Furthermore, the Company recognizes that diversity is essential to its future success and will enhance its efforts to advance all underrepresented groups within the organization. The Company is committed to fostering equity and inclusion strategies, ensuring a welcoming organizational culture and positive working environment at all levels where individuals are treated with dignity and respect. This commitment includes all genders, indigenous peoples, persons with disabilities, and members of other racial, ethnic, and visible minorities.

The Nomination and Corporate Governance Committee regularly updates the Board on diversity efforts. The Board aims to recruit directors to: (i) assess the effectiveness of the Board's appointment process in achieving diversity goals; and (ii) consider recommending measurable objectives for Board diversity. The Board may adjust diversity goals and track progress as needed.

STATEMENT OF EXECUTIVE COMPENSATION

The following information is provided as required under Statement of Executive Compensation – Venture Issuer, Form 51-102F6V (the "F6V"), as such form is defined NI 51-102 and relates to the years ended December 31, 2024 and 2025.

In the F6V, "compensation securities" refers to stock options, convertible securities, exchangeable securities, stock appreciation rights, and all share compensation units granted or issued by the Company or its subsidiaries for services provided or to be provided to the Company or any of its subsidiaries.

In this section "Named Executive Officer" ("NEO") means any individual who, during the Company's most recently completed financial year ended December 31, 2024, was:

a) the chief executive officer ("CEO") (or an individual who acted in a similar capacity);
b) the chief financial officer ("CFO") (or an individual who acted in a similar capacity);
c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000; and
d) each individual who would be an NEO under the above paragraph but for the fact that the individual was not an executive officer of the Company or any of its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

Director and Named Executive Officer Compensation

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For the purposes of this Statement of Executive Compensation, the following are the NEOs: Alberto Morales, Juan Carlos Sandoval, Marcos Holanda and Federico Gil.

Director compensation, excluding compensation securities

The following table sets forth all annual and long-term compensation for services paid to or earned by each of the directors during the Company's years ended December 31, 2024 and 2023:

Name		Fees earned, $^{(1)(2)}	Consulting fees $	Value of Perquisites $	All other Compensation $	Total $
Alberto Morales	2024	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil
Peter Gundy	2024	126,037	Nil	Nil	Nil	126,037
	2023	131,326	Nil	Nil	Nil	131,326
Grant Angwin	2024	136,953	Nil	Nil	Nil	136,953
	2023	140,574	Nil	Nil	Nil	140,574
Ramiro Gerardo	2024	113,183	Nil	Nil	Nil	113,183
Villareal Morales	2023	114,679	Nil	Nil	Nil	114,679
Felipe Carlos Canales	2024	121,423	Nil	Nil	Nil	121,423
Tijerina	2023	122,078	Nil	Nil	Nil	122,078
Yohann Bouchard	2024	113,630	Nil	Nil	Nil	113,630
	2023	114,679	Nil	Nil	Nil	114,679
Michele Ashby	2024	113,150	Nil	Nil	Nil	113,150
	2023	N/A	N/A	N/A	N/A	N/A

Notes:

1) Includes all fees awarded, earned, paid, or payable in cash for services as a director, including annual retainer fees, committee, chair, and meeting fees. The annual retainer for board members is C$150,000. The Chair of the Audit Committee receives an additional C$15,000 while the Chair of each other committee receives an additional C$7,500. The Lead Director received an additional C$10,000 retainer. Directors also receive an additional C$5,000 per committee of which they are a member except of Audit Committee members which receive C10,000.
2) Director fees are paid in Canadian dollars and the exchange rate used for 2024 is CAD:USD 1.38 and 2023 is CAD:USD 1.35

Compensation Securities Granted to Directors

The following table discloses the particulars of compensation securities granted to the directors in the financial year ended December 31, 2024.

Compensation Securities

Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issuance or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date

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Peter Gundy	Options	200,000	September 12, 2022	C$1.15	N/A	C$1.11	September 12, 2027
Grant Angwin	Options	200,000	September 12, 2022	C$1.15	N/A	C$1.11	September 12, 2027
Ramiro Gerardo
Villarreal Morales	Options	200,000	September 12, 2022	C$1.15	N/A	C$1.11	September 12, 2027
Felipe Carlos
Canales Tijerina	Options	200,000	September 12, 2022	C$1.15	N/A	C$1.11	September 12, 2027
Yohann Bouchard	Options	200,000	November 24, 2022	C$1.15	N/A	C$1.11	November 24, 2027
Michele Ashby	Options	200,000	January 2, 2024	C$1.15	N/A	C$1.12	January 2, 2029

Exercise of Compensation Securities by Directors

No directors exercised any compensation securities in the financial year ended December 31, 2024.

NEO compensation, excluding compensation securities

The following table sets forth all annual and long-term compensation for services paid to or earned by each of the NEOs during the financial years ended December 31, 2024, and 2023. Compensation awarded to, earned by, paid or payable to each NEO has been converted to USD dollars.

Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary,
consulting
fee,
($) (1)	Bonus
($)	Equity
Compensation
($)	Value of
perquisites
($)	Other
compensation
($)	Total
Compensation
($)
Alberto Morales
Executive
Chairman, Chief
Executive Officer	2024
2023	840,000
545,800	714,000
536,400	Nil
66,229	Nil
Nil	Nil
Nil	1,554,000
1,148,429

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| Juan Carlos Sandoval
Chief Financial Officer | 2024
2023 | 318,000
300,000 | 120,840
248,590 | 194,969
171,084 | Nil
Nil | Nil
Nil | 633,809
719,674 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Marcos Holanda
Chief Operating Officer | 2024
2023 | 250,000
N/A | 79,167
N/A | 127,732
N/A | Nil
N/A | Nil
N/A | 456,899
N/A |
| Federico Gil
Vice President
Legal and Administration | 2024
2023 | 318,000
306,664 | 117,540
250,000 | 194,969
171,084 | Nil
Nil | Nil
Nil | 630,509
727,838 |

Notes:
1) Amounts indicated represent actual base salary received in the applicable year.

Compensation Securities Granted to NEOs

The following table discloses the particulars of compensation securities granted to the NEOs in the financial year ended December 31, 2024.

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issuance or grant	Issue, conversion or exercise price ($)(1)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Juan Carlos Sandoval CFO(2)	RSUs	82,930
307,847	April 2, 2024
June 11, 2024	C$0.8125
C$0.84	N/A
N/A	C$1.12	April 2, 2025
June 11, 2027
Federico Gil
Vice President
Legal and Administration (3)	RSUs	82,930
307,847	April 2, 2024
June 11, 2024	C$0.8125
C$0.84	N/A
N/A	C$1.12	April 2, 2025
June 11, 2027
Marcos Holanda
Chief Operating Officer (4)	RSUs	290,421	June 11, 2024	C$0.84	N/A	C$1.12	June 11, 2027

Notes:
1) The fair value of the share units granted have been measured using the market value of the shares on the date that the share units were granted and do not represent the actual amounts received by the NEOs. The actual amount received will be determined by the market value of the shares on the date that the share units vest and the corresponding shares are received by the NEOs.
2) On April 2, 2024, Mr. Sandoval was granted with 82,930 RSUs as a special bonus due to the acquisition of Golden Queen Mining Company Inc. All 82,930 RSUs shall vest in 12 months grom grant date. On June 11, 2024, Mr. Sandoval was granted with 307,847 RSUs subject to certain conditions. The 307,847 RSUs shall vest in equal installments of one-third each year over a three-year period.
3) On April 2, 2024, Mr. Gil was granted with 82,930 RSUs as a special bonus due to the acquisition of Golden Queen Mining Company Inc. All 82,930 RSUs shall vest in 12 months grom grant date. On June 11, 2024, Mr. Gil was granted with 307,847 RSUs subject to certain conditions. The 307,847 RSUs shall vest in equal installments of one-third each year over

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a three-year period.

4) On June 11, 2024, Mr. Holanda was granted with 290,421 RSUs subject to certain conditions. The 290,421 RSUs shall vest in equal installments of one-third each year over a three-year period.

Exercise of Compensation Securities by Directors and NEOs

The following table discloses the particulars of compensation securities exercised by NEOs in the financial year ended December 31, 2024.

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Alberto Morales
Executive Chairman and CEO	RSUs	300,000 *	N/A	October 28, 2024	N/A	N/A	N/A
Juan Carlos Sandoval
Chief Financial Officer	RSUs	91,696	C$0.68	April 16, 2024	C$0.95	(C$0.27)	C$87,111
Federico Gil
VP Legal and Administration	RSUs	92,621	C$0.68	April 16, 2024	C$0.95	(C$0.27)	C$87,990

On April 14, 2023, the Board of Directors approved the grant of 600,000 Restricted Share Units ("RSUs") to Mr. Morales. The RSUs were awarded under the condition that Mr. Morales continues to serve as an employee or service provider of Andean or any of its subsidiaries. The grant includes two performance-based conditions: (i) 50% of the RSUs will vest if, within the first 18 months from the grant date, the five-day volume-weighted average trading price (VWAP) of the Corporation's common shares on the TSX Venture Exchange reaches or exceeds C$1.50; and (ii) the remaining 50% will vest if, within three years from the grant date, the five-day VWAP reaches or exceeds C$2.25. All RSUs are to be settled in cash. The 5-days VWAP from October 3, 2024, to October 9, 2024, was of C$1.53, therefore the condition for the vesting of 50% of the RSUs was achieved. The settlement of the 300,000 RSUs was in cash and not in shares.

Stock option plans and other incentive plans

Omnibus Long-Term Incentive Plan

On September 8, 2022, shareholders of the Company approved the Company's Omnibus Long-Term Incentive Plan (the "Old Plan").

The Old Plan allows for a variety of equity-based awards that provide different types of incentives, particularly

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options, RSUs and deferred share units (“DSUs”) to be granted to officers, directors, employees and consultants of the Company and its subsidiaries. The following discussion is qualified in its entirety by the text of the Old Plan.

Under the terms of the Old Plan, the Board, or if authorized by the Board, the Compensation Committee, may grant awards to eligible participants, as applicable. Eligible participants include directors, officers, employees, consultants of the Company and its subsidiaries, management company employees and companies wholly-owned by individuals who are eligible participants. Participation in the Old Plan is voluntary and, if an eligible participant agrees to participate, award grants will be evidenced by a grant agreement with each such participant. The interests of any participant in any award are not assignable or transferable, whether voluntary, involuntary, by operation of law, otherwise, other than by will or the laws of descent and distribution.

The Old Plan provides that appropriate adjustment, if any, will be made by the Board in connection with a share split or consolidation in the Common Shares issuable or amounts payable to preclude the dilution or enlargement of the benefits of the Old Plan. Any other adjustments in the number of Common Shares underlying the awards is subject to the approval of the TSXV. The Old Plan does not contain any form of financial assistance.

All outstanding options and RSUs granted under the Company’s previous option plan and RSU plan, as applicable, or any other vehicles, will continue to be governed by the terms of such plans.

The number of Common Shares reserved for issuance pursuant to the Old Plan shall not exceed 10% of the issued and outstanding Common Shares, subject to adjustment or increase of such number of Common Shares as may be determined from time to time by in accordance with the provisions of the Old Plan, which for greater certainty, may include shareholder and TSXV approvals.

Subject to adjustment pursuant to provisions of the Old Plan, the aggregate number of Common Shares (i) issued to insiders of the Company under the Old Plan together with any other share-based compensation arrangement, within any 12-month period and (ii) issuable to insiders of the Company at any time under the Old Plan together with any other share-based compensation arrangement, shall in each case not exceed 10% of the total issued and outstanding Common Shares from time to time, in each case unless the Company has obtained the requisite disinterested shareholder approval. The total number of Common Shares which may be reserved for issuance pursuant Awards to any one participant under the Old Plan shall not exceed 5% of the issued and outstanding Common Shares on the date of grant of such award or within any 12-month period (in each case on a non-diluted basis). The total number of Common Shares which may be reserved for issuance pursuant to any one eligible participant that is a consultant of the Company pursuant to the Old Plan and any other share-based compensation arrangements in any 12-month period must not exceed 2% of the issued Common Shares calculated at the date any such awards are granted.

The aggregate number of options to all persons retained to provide investor relations activities pursuant to the Old Plan and any other share-based compensation arrangements must not exceed 2% of the issued Common Shares in any 12-month period calculated at the date any such option is granted. No RSUs may be granted under the Old Plan to persons retained by the Company to provide investor relations activities. Participants are not entitled to receive dividends until such time as they are shareholders of the Company. The number of DSUs that a participant is entitled to receive in a fiscal year is based upon the percentage that the Board has determined that such participant will receive, in DSUs multiplied by the participant’s annual retainer dividend by the market value of Common Shares (as set out in the Old Plan). Each participant is entitled to redeem his or her DSUs within 90 days of his or her separation from the Company, and such DSUs may be settled in cash or Common Shares purchased on the open market.

An option shall be exercisable during a period established by the Board which shall commence on the date of the grant and shall terminate no later than 10 years after the date of grant. The minimum exercise price of an option will be determined by the Board but shall not be less than the minimum price permitted by the TSXV policies, which is generally the discounted market price as set out in the TSXV policies. The Old Plan provides that the exercise

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period shall automatically be extended if the date on which it is scheduled to terminate falls during a blackout period. In such cases, the extended exercise period shall be terminated 10 business days after the last day of the blackout period. Options granted to any person retained to provide investor relations activities must vest in a period of not less than 12 months from the date of grant of the option and with no more than 25% of the options vesting in any three-month period.

The Board may determine the number of RSUs to be granted to a participant, the relevant vesting provisions of such RSUs (which may not be less than one year and may not exceed three years), including any performance criteria and period over which such performance criteria must be met, if any and any other terms and conditions prescribed in the Old Plan. The Board shall determine whether RSUs will be settled in Common Shares issued from treasury or settled in cash.

The following table describes the impact of certain events upon the rights of holders of Awards under the Old Plan, including termination for cause, resignation, termination other than for cause and death or long-term disability, subject to the terms of a participant's employment agreement, grant agreement and the change of control provisions described below:

Event Provisions	Awards
Termination for cause	Immediate forfeiture of all unexercised vested and unvested Awards.
Death / disability	Unvested awards shall vest on such date and in the case of an RSU or DSU, be settled in accordance with the provisions of the Old Plan and in the case of an option be exercised at any time during the period that terminates on the earlier of the expiry date and the first anniversary of the date of death or disability of the Participant, as applicable.
Other reasons	Unvested Awards are immediately forfeited. Vested RSUs and DSUs shall be settled in accordance with the provisions of the Old Plan and in the case of an option be exercised at any time during the period that terminates on the earlier of the expiry date and the date that is 90 days from the date of death or disability of the Participant, as applicable.

The Board may amend the Old Plan or any securities granted under the Old Plan at any time without the consent of a participant provided that such amendment shall: (i) not adversely alter or impair any award previously granted except as permitted by the terms of the Old Plan; (ii) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSXV; and (iii) be subject to shareholder approval, where required by law, the requirements of the TSXV or the Old Plan, provided however that shareholder approval shall not be required for the following amendments and our Board may make any changes which may include but are not limited to:

amendments of a clerical or "housekeeping" nature;
any amendments of the Old Plan or an award as necessary to comply with the requirements of the TSXV;
any amendments that change the vesting or settlement provisions of an award provided that it does not entail an extension beyond the original expiry date; and
amendments to correct any defect, supply any omission or reconcile any inconsistency in the OldPlan or any agreement in respect of an award and to make all other determinations and take such other action with respect to the Old Plan or any agreement in respect of an award as the Board may deem advisable to ensure compliance with applicable law.

Notwithstanding the foregoing, disinterested shareholder approval is required for certain amendments to the Old

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Plan, including, but not limited to the following:

any change to the maximum number of Common Shares issuable from treasury under the Old Plan except in the case of an adjustment pursuant to the Old Plan;
any amendment which reduces the exercise price of any award granted to Insiders, after such awards have been granted, except in the case of an adjustment pursuant to the Old Plan;
any amendment which extends the expiry date of any award granted to an insider beyond the original expiry date, except in case of an extension due to a blackout period;
adds to the categories of eligible participants who may be designated for participation in the Old Plan;
removes or increases the participation limits under the Old Plan; or
any amendments to the amendment provisions of the Old Plan.

The Board may, subject to regulatory approval, discontinue the Omnibus Plan at any time without the consent of the participants provided that such discontinuance shall not materially and adversely affect any awards previously granted to a participant under the Old Plan.

Employment, Consulting and Management Agreements

Alberto Morales – Executive Chairman and CEO

On January 2, 2023, the Company entered into a services agreement with Mr. Morales. Pursuant to this agreement, Mr. Morales agreed to serve as Executive Chairman and Chief Executive Officer of the Company providing services related to such position. The term of the agreement is indefinite. The monthly compensation for the services during 2024 was $70,000.

Mr. Morales shall be eligible to receive annual bonuses based upon performance targets that are established by the Board of Directors of the Company. Annual performance metrics will be set by the Board of Directors based upon objective performance criteria of the Company, such as earnings per share and return on capital employed, as well as individual performance.

In the event that the Company terminates the services of Mr. Morales without cause, the Company will be required to pay Mr. Morales an amount equal to 12 months’ service fees. If the Company terminates the services agreement with cause, the Company will be required to provide Mr. Morales with 1 month’s notice or pay in lieu of notice.

In the event that, prior to 24 months following a “change of control”, the Company terminates the services of Mr. Morales without cause, the Company will be required to pay to Mr. Morales an amount equal to 24 months’ services fee plus the average annual cash bonus of last 2 years, if applicable. In relation to options, RSUs and/or DSUs, the terms and conditions set forth in the Old Plan (or the New Omnibus Plan in the event it is approved) of the Company will apply.

For the purposes of the services agreement, a “change of control” arises where: (a) the acquisition of ownership, directly or indirectly, (whether through merger, spin-off, sale of shares or other equity interests, or otherwise), by any person or combination of persons acting jointly or in concert with each other, of more than 35% of the then outstanding voting shares of the Company, and by such acquisition, such person or combination of persons, acquire and/or obtain the right to Control the Company; and (b) the shareholders of the Company approve a plan of complete liquidation of the Company or the sale of disposition by the Company of all or substantially all of the

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Company's assets in one or a series of related transactions.

Juan Carlos Sandoval – CFO

On June 1, 2023, the Company entered into a services agreement with Mr. Sandoval. Pursuant to this agreement, Mr. Sandoval agreed to serve as Chief Financial Officer of the Company providing services related to such position. The compensation for the services during the year 2024 was $26,500 per month. The term of the agreement is indefinite. An annual short-term incentive bonus of up to 50% of salary is payable in cash based on performance conditions that which included targets set by the Compensation Committee in relation to the combined production of Manquiri and Golden Queen, cost management and growth. An additional long-term incentive bonus of up to 50% of salary is also payable in RSUs based on performance conditions.

In the event that the Company terminates the services of Mr. Sandoval without cause, the Company will be required to pay Mr. Sandoval an amount equal to 6 months' service fees. No notice or severance payment is required for a termination for cause.

In the event that, prior to 12 months following a "change of control", the Company terminates the services of Mr. Sandoval without cause, the Company will be required to pay to Mr. Sandoval an amount equal to 12 months' services fee plus the average annual cash bonus of last 2 years, if applicable. In relation to options, RSUs and/or DSUs, the terms and conditions set forth in the Old Plan (or the New Omnibus Plan in the event it is approved) of the Company will apply.

For the purposes of the services agreement, a "change of control" arises where: (a) The acquisition of ownership, directly or indirectly, (whether through merger, spin-off, sale of shares or other equity interests, or otherwise), by any person or combination of persons acting jointly or in concert with each other, of more than 35% of the then outstanding voting shares of the Company, and by such acquisition, such person or combination of persons, acquire and/or obtain the right to Control the Company; and (b) The shareholders of the Company approve a plan of complete liquidation of the Company or the sale of disposition by the Company of all or substantially all of the Company's assets in one or a series of related transactions.

Federico Gil – Vice President Legal and Administration

On June 1, 2023, the Company entered into a services agreement with Mr. Gil. Pursuant to this agreement, Mr. Gil agreed to serve as Vice President Legal and Administration of the Company providing services related to such position. The term of the agreement is indefinite. The compensation for the services during the year 2024 was $26,500 per month. An annual short-term incentive bonus of up to 50% of salary is payable in cash based on performance conditions that included targets set by the Compensation Committee in relation to the combined production of Manquiri and Golden Queen, cost management and growth. An additional long-term incentive bonus of up to 50% of salary is also payable in RSUs based on performance conditions.

In the event that the Company terminates the services of Mr. Gil without cause, the Company will be required to pay Mr. Gil an amount equal to 6 months' service fees. No notice or severance payment is required for a termination for cause.

In the event that, prior to 12 months following a "change of control", the Company terminates the services of Mr. Gil without cause, the Company will be required to pay to Mr. Gil an amount equal to 12 months' services fee plus the average annual cash bonus of last 2 years, if applicable. In relation to options, RSUs and/or DSUs, the terms and conditions set forth in the Old Plan (or the New Omnibus Plan in the event it is approved) of the Company will apply.

For the purposes of the services agreement, a "change of control" arises where: (a) the acquisition of ownership,

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directly or indirectly, (whether through merger, spin-off, sale of shares or other equity interests, or otherwise), by any person or combination of persons acting jointly or in concert with each other, of more than 35% of the then outstanding voting shares of the Company, and by such acquisition, such person or combination of persons, acquire and/or obtain the right to Control the Company; and (b) the shareholders of the Company approve a plan of complete liquidation of the Company or the sale of disposition by the Company of all or substantially all of the Company's assets in one or a series of related transactions.

Marcos Holanda, COO

On March 20, 2024, the Company entered into a services agreement with Mr. Holanda. Pursuant to this agreement, Mr. Holanda agreed to serve as Chief Operating Officer of the Company providing services related to such position. The term of the agreement is indefinite. The compensation for the services during the year 2024 was $25,000 per month. An annual short-term incentive bonus of up to 50% of salary is payable in cash based on performance conditions that included targets set by the Compensation Committee in relation to the combined production of Manquiri and Golden Queen, cost management and growth. An additional long-term incentive bonus of up to 50% of salary is also payable in RSUs based on performance conditions.

In the event that the Company terminates the services of Mr. Holanda without cause, the Company will be required to pay Mr. Holanda an amount equal to 6 months' service fees. No notice or severance payment is required for a termination for cause. In relation to Options, Restrictive Share Units and/or Deferred Share Units, the terms and conditions set forth in the Omnibus Long-Term Incentive Plan of the Company will apply.

Oversight and description of director and named executive officer compensation

Compensation Philosophy and Objectives

The objectives of the Company's executive compensation policy are: (a) to attract and retain individuals of high caliber to serve as officers of the Company; (b) to motivate their performance in order to achieve the Company's strategic objectives; and (c) to align the interests of executive officers with the long-term interests of Shareholders.

Overview

The Board, on the recommendation of the Compensation Committee of the Company, is responsible for setting the overall compensation strategy of the Company and evaluating and making determinations for the compensation of its directors and executive officers. The Board, on the recommendation of the Compensation Committee, annually reviews and determines executive compensation schemes and parameters.

While the Company reimburses its executive officers for expenses incurred in the course of performing their duties as executive officers of the Company, the Company has not provided any compensation that would be considered a perquisite or personal benefit to its executive officers.

The Company has the Old Plan (or the New Omnibus Plan in the event it is approved) and makes grants thereunder to recruit and retain key personnel including management and members of its Board.

Pension disclosure

The Company does not have a pension plan that provides for payments or benefits to directors or NEOs at, following, or in connection with retirement.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out equity compensation plan information as of May 15, 2024.

| Plan Category | Number of Common Shares to be issued upon exercise of outstanding Stock Options and RSU
(a) | Weighted-average exercise price of outstanding Stock Options
(b) | Number of Common Shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c) |
| --- | --- | --- | --- |
| Equity compensation plans approved by Shareholders (1) | 15,744,733 | C$1.15 | 15,744,733 |
| Equity compensation plans not approved by Shareholders | N/A | N/A | N/A |
| Total | 15,744,733 | C$1.15 | 15,744,733 |

1) Represents the number of Common Shares available for issuance under the Old Plan, which reserves a number of Common Shares for issuance, pursuant to the exercise of options or RSUs that is equal to 10% of the issued and outstanding Common Shares from time to time.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, other than as disclosed in this Information Circular, no informed person or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

APPOINTMENT OF AUDITOR

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, pass an ordinary resolution to appoint the firm of KPMG LLP ("KPMG"), Chartered Professional Accountants, of Toronto, Ontario to serve as auditor of the Company until the next annual meeting of shareholders and to authorize the directors of the Company to fix the auditor's remuneration, subject to approval by the Audit Committee. KPMG was first appointed auditor of the Company on August 23, 2021.

The Company's current auditor, KPMG LLP, has not provided any material non-audit services. Fees incurred with KPMG LLP for audit and non-audit services for the last two fiscal years, are outlined in the following table:

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Nature of Services	Fees Paid to Auditor in Year Ended December 31, 2024	Fees Paid to Auditor in Year Ended December 31, 2023
Audit Fees (1)	$636,139	$661,497
Audit-Related Fees (2)	-	$86,885
Tax Fees (3)	-	$2,061
All Other Fees (4)	-	$4,200
Total	$636,139	$754,643

Notes:
2) “Audit Fees” refer to the aggregate fees billed by the Company’s external auditor for audit services, including fees incurred in relation to quarterly reviews, procedures in connection with securities filings, and statutory audits.
3) “Audit-Related Fees” refer to the aggregate fees billed for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and not reported under Audit Fees.
4) “Tax Fees” refer to the aggregate fees billed for the professional services rendered by the Company’s external auditor for tax compliance.
5) “All Other Fees” refers to the aggregate fees billed for products and services provided by the Company’s external auditor, other than the services reported under (1), (2), and (3), above.

All fees for any services provided by KPMG are subject to pre-approval by the Audit Committee.

To be effective, the resolution approving the appointment of KPMG, to serve as auditor of the Company until the next annual meeting of shareholders and authorizing the directors to fix the auditor’s remuneration, subject to approval by the Audit Committee, must be approved by not less than a majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting.

The Board unanimously recommends that shareholders vote in favor of the appointment of KPMG LLP, to serve as auditor of the Company until the next annual meeting of shareholders.

Unless authority to do so is withheld, the persons named in the enclosed form of proxy intend to vote FOR the appointment of KPMG LLP, to serve as auditor of the Company until the next annual meeting of shareholders and to authorize the directors to fix the auditor’s remuneration, subject to approval by the Audit Committee.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Company is a venture issuer as defined under National Instrument 52-110 – Audit Committees (“NI 52-110”) and each venture issuer is required to disclose annually in its information circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth below.

The Audit Committee’s Charter

A copy of the Company’s Audit Committee Charter is attached as Schedule “A” hereto. The Audit Committee Charter was adopted by the Board on April 28, 2021, and confirmed on July 12, 2023 and the actions and decisions of the Audit Committee have since been governed by the Charter.

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Composition of the Audit Committee

The current Audit Committee members are Felipe Canales, Peter Gundy and Grant Angwin, each of whom are anticipated to remain members of the Audit Committee if re-elected as directors at the Meeting. Each member of the Audit Committee is considered independent within the meaning of NI 52-110. All current and proposed Audit Committee members are financially literate within the meaning of NI 52-110.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the Board's reasonable opinion, interfere with the exercise of a member's independent judgement.

A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements presenting a breadth and level of complexity of accounting issues generally comparable to the breadth and complexity of issues one can reasonably expect to be raised by the Company.

Relevant Education and Experience

Each member of the Company's Audit Committee has adequate education and experience relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that provides the member with:

an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and provisions;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements or experience actively supervising individuals engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

See "Election of Directors – Biographies of Director Nominees" above, and in particular the biographies of each Audit Committee member, for more information concerning each Audit Committee member's education and experience.

Audit Committee Oversight

At no time since the commencement of the most recently completed financial year of the Company was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the directors of the Company.

Reliance on Certain Exemptions

At no time since the commencement of the Company's two most recently completed financial years has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

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The Audit Committee charter of the Company requires the Audit Committee to approve in advance any non-audit related services provided by the external auditor of the Company. Non-audit services of up to $25,000 (and up to a cumulative amount of $75,000 in a calendar year) may be pre-approved by the Chair of the Audit Committee and ratified at the next Audit Committee Meeting.

Exemption

Prior to January 9, 2025, the Company was a “venture issuer” as defined in NI 52-110 and is relying on the exemptions in Part 6.1 (Reporting Obligations) of NI 52-110.

MANAGEMENT CONTRACTS

There are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Receipt of Financial Statements

The audited consolidated financial statements of the Company as at and for the years ended December 31, 2024, 2023, and the report of the auditor thereon will be tabled at the Meeting but no vote by the shareholders with respect thereto is proposed to be taken. The Company’s financial statements and related Management’s Discussion and Analysis (“MD&A”) for the years ended December 31, 2024 and 2023, are available under the Company’s profile on SEDAR+ profile at www.sedarplus.ca and on the Company’s website at www.andeanpm.com/Investors#AGSM.

Setting Number of Directors

The size of the Board is currently set at seven. The Board proposes that the number of directors be set at seven. At the Meeting shareholders will be asked to approve a special resolution to fix the number set the number of directors to be elected to the Board at seven.

At the Meeting, Shareholders will be asked to vote on the following special resolution:

“BE IT RESOLVED THAT AS AN ORDINARY RESOLUTION, the number of directors for election at this Meeting be set at seven.”

In the absence of instruction to the contrary, the persons designated by management in the Proxy intend to vote “For” the preceding resolution.

Election of Directors

At the Meeting, Shareholders will be asked to vote on an ordinary resolution to elect the proposed directors set forth in “Election of Directors”.

In the absence of instruction to the contrary, the persons designated by management in the Proxy intend to vote “For” the proposed directors set forth in “Election of Directors”.

Appointment of Auditor

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At the Meeting, Shareholders will be asked to vote on the following ordinary resolution:

"BE IT RESOLVED THAT AS AN ORDINARY RESOLUTION, KPMG LLP, be appointed as auditor of the Company until the close of the next annual general meeting and that the directors of the Company are hereby authorized to fix the remuneration of the auditor."

In the absence of instruction to the contrary, the persons designated by management in the Proxy intend to vote "For" the preceding resolution.

Approval of New Omnibus Plan

Effective May 15, 2025, the Board adopted a new omnibus incentive plan for the Corporation (the "New Omnibus Plan"). The Board is of the view that the Omnibus Plan is required in order to allow different types of incentives to be granted to certain officers, directors, employees and consultants of the Corporation or a subsidiary.

The Company's New Omnibus Plan a copy of which is attached as Schedule "B" to this Information Circular, is proposed to be adopted and approved for the Company. Shareholders will be asked to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution, subject to regulator approval, approving the New Omnibus Plan at the Meeting. If the New Omnibus Plan is approved, the Company will phase out the Old Plan and no further grants of Awards will be made under the Old Plan.

The purpose of the New Omnibus Plan is to increase the interests of the Company and its subsidiaries by: (i) assisting the Company and its subsidiaries in attracting and retaining individuals with experience and ability, (ii) allowing certain directors, executive officers, key employees and consultants of the Company and its subsidiaries to participate in the long term success of the Company, and (iii) promoting a greater alignment of interests between the directors, executive officers, key employees and consultants designated under the New Omnibus Plan and the Shareholders.

Shareholders will be asked at the Meeting to pass an ordinary resolution approving and adopting the New Omnibus Plan and approving the issuance of Common Shares up to a maximum of 10,000,000 as may be adjusted pursuant to the New Omnibus Plan.

The following is a summary of the principal terms of the New Omnibus Plan, which is qualified in its entirety by reference to the text of the New Omnibus Plan, a copy of which is attached Schedule "B" to this Information Circular. For this section, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the New Omnibus Plan

Purpose

The purpose of the New Omnibus Plan is to: (a) increase the interest in the Company's welfare of those Eligible Participants (as defined below), who share responsibility for the management, growth and protection of the business of the Company or any of its subsidiaries; (b) provide an incentive to such Eligible Participants to continue their services for the Company or any of its subsidiaries and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Company or any of its subsidiaries are necessary or essential to its success, image, reputation or activities; (c) reward Eligible Participants for their performance of services while working for the Company or any of its subsidiaries; and (d) provide a means through which the Company or any of its subsidiaries may attract and retain able persons to enter its employment or service.

Types of Awards

The New Omnibus Plan provides for the grant of Options, RSUs and DSUs (all as defined below, and each an "Award" and collectively, the "Awards"). All Awards are granted by an agreement or other instrument or document evidencing

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the Award granted under the New Omnibus Plan (a “Grant Agreement”).

New Omnibus Plan Administration

The New Omnibus Plan is administered by the Board which may delegate its authority to administer the New Omnibus Plan to officers of the Company, or committees thereof, the authority, subject to such terms as the Board shall determine, to perform such functions, in whole or in part. Any such delegation by the Board may be revoked at any time at the Board’s sole discretion. Subject to the terms of the New Omnibus Plan, applicable law and the rules of the TSX, the Board (or its delegate) has the power and authority to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration and operations of the New Omnibus Plan as it may deem necessary or advisable.

Common Shares Available for Awards

Subject to adjustments as provided for under the New Omnibus Plan, the maximum number of Common Shares of the Company available for issuance at any time pursuant to Awards granted under the New Omnibus Plan, shall equal to 10,000,000 as may be adjusted pursuant to the New Omnibus Plan (representing 6.70% of the Company’s issued and outstanding Common Shares).

Shares of the Company covered by Awards which have been exercised or settled, as applicable, will not be available for subsequent grant under the Plan. If an outstanding Award (or portion thereof), expires or is forfeited, surrendered, cancelled or otherwise terminated or lapses for any reason without having been exercised or settled, the Shares covered by such Award, if any, will again be available for issuance under the Plan. Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.

The number of Common Shares of the Company issuable to Insiders, as defined in the New Omnibus Plan, at any time, under all Security-Based Compensation Arrangements of the Company may not exceed ten percent (10%) of the Company’s issued and outstanding Common Shares. The number of Common Shares of the Company issued to Insiders within any one-year period, under all Security-Based Compensation Arrangements of the Company may not exceed ten percent (10%) of the Company’s issued and outstanding Common Shares.

Eligible Participants

Any person who is a director, executive officer, employee or consultant of the Company or any of its subsidiaries, shall be eligible to be selected to receive an Award under the New Omnibus Plan (the “Eligible Participants”).

Limits for Individuals

The maximum aggregate number of Common Shares of the Company that are issuable to any Eligible Participant under all the Company’s Security Based Compensation Arrangements shall not exceed five percent (5%) of the Company’s issued and outstanding Common Shares.

Limits for Non-Employee Directors

The maximum aggregate number of Common Shares of the Company that are issuable to any Eligible Participants who are Non-Employee Directors shall not exceed one percent (1%) of the Company’s issued and outstanding Common Shares and the aggregate fair value on the date of grant of all Awards granted to any Non-Employee Director under all of the Company’s Security Based Compensation Arrangements within any one financial year of the Company shall not exceed C$150,000, of which no more than $100,000 may be granted in the form of Options. Notwithstanding the foregoing, the limits shall not apply to any DSUs granted to Non-Employee Directors in respect of a deferral of Annual Base Compensation or to Awards granted to a new Non-Employee Director upon joining the board of the Company or a subsidiary.

Blackout Period

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In the event that the expiry date of any Award would otherwise occur in a Blackout Period or within ten (10) business days of the end of the Blackout Period (or, in the case of options, nine (9) business days), the expiry date shall be extended to the tenth (10th) business day following the last day of a Blackout Period. A blackout period is defined as a period during which an Eligible Participant cannot sell Common Shares, due to applicable law or policies of the Company in respect of insider trading (the "Blackout Period").

Vesting

All Awards may be subject to the terms and conditions pursuant to the Grant Agreement.

Expiry

No Award will expire more than ten (10) years after the date of grant, although the term of each Award may be fixed by the Board.

Description of Awards and Effect of Termination on Awards

Options

Subject to the provisions of the New Omnibus Plan, the Board or its delegate, will be permitted to grant options under the New Omnibus Plan. An "Option" is an Award that entitles a holder to purchase a Common Share of the Company at an exercise price set at the time of the grant. Options may vest over a period of time as established by the Board from time to time. Under no circumstances will the Company issue Options at less than Market Value (as such terms are defined in the New Omnibus Plan).

Options granted pursuant to the New Omnibus Plan shall be exercisable at such times and at the occurrence of such events, and be subject to such restrictions and conditions, as the Board shall in each instance approve, which need not be the same for each grant or for each Eligible Participant. In the event that an Option is granted without a specified exercise period, the term of the Option shall be one (1) year. Without limiting the foregoing, the Board may, in its sole discretion, permit the exercise of an Option through either:

(i) an arrangement with a broker approved by the Company (or through an arrangement directly with the Company) whereby payment of the purchase price for the specified Common Shares is accomplished with the proceeds of the sale of Common Shares deliverable upon the exercise of the Option;
(ii) through any cashless exercise process as may be approved by the Board; or
(iii) any combination of the foregoing methods of payment.

The decision of whether or not to permit payment specified in (i), (ii) and (iii) above for specified Common Shares is in the sole discretion of the Company and will be made on a case-by-case basis.

If an Eligible Participant ceases to be an Eligible Participant in the event of retirement or disability, each vested Option held by such Eligible Participant will cease to be exercisable on the earlier of the end of Option Term and ninety (90) days after the Termination Date. Any unvested Options will continue to vest until twelve (12) months after the Termination Date and such Options shall be exercised on the earlier of the end of Option Term and ninety (90) days after they vest. All unvested Options that do not vest in the twelve (12) month period following the Termination Date shall immediately and automatically be forfeited.

If an Eligible Participant ceases to be an Eligible Participant as a result of the Eligible Participant's resignation from the Company or a subsidiary, each vested Option held by such Eligible Participant will cease to be exercisable on the earlier of the end of the Option Terms and thirty (30) days after the Termination Date. Any unvested Options held by the Eligible Participant shall immediately and automatically terminate on the Termination Date.

In the case of the Eligible Participant being terminated other than for Cause, each vested Option will cease to be exercisable on the earlier of the end of the Option Term and ninety (90) days after the Termination Date (with any applicable performance criteria calculated based on actual results over a pro-rata Performance Period). In respect of

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any unvested option, a pro-rata proportion of such unvested Options shall vest on the Termination Date based on the number of full months during the vesting period that the Participant was actively employed or engaged by the Company or a Subsidiary versus the number of full months in the vesting period;

In the event of death of the Eligible Participant, the legal representative may exercise their vested Options until the earlier of the Option Term and twelve (12) months after the Termination Date. Any unvested Options will continue to vest until twelve (12) months after the Termination Date and such Options shall be exercised by the Eligible Participant’s legal representative on the earlier of the end of the Option Term and twelve (12) months after the Termination Date. All unvested Options that do not vest in the twelve (12) month period following the Termination Date shall immediately and automatically be forfeited.

In the case that the Eligible Participant is terminated for Cause, all vested and unvested Options held by such Eligible Participant shall immediately and automatically terminate on the Termination Date. In all cases, any unvested Options held by the Eligible Participant shall terminate and become void on the Termination Date.

Restricted Share Units

Subject to the provisions of the New Omnibus Plan, the Board or its delegate will be permitted to grant RSUs under the New Omnibus Plan. An “RSU” is an Award denominated in units that does not vest until after a specified period of time, or satisfaction of other vesting conditions as determined by the Board, or its delegate, and which may be forfeited if conditions to vesting are not met, and provides the holder thereof with a right to receive Common Shares, a cash payment or combination thereof upon settlement of the Award, subject to any such restrictions that the Board or its delegate may impose.

The Board, in its discretion, may award dividend equivalents with respect to Awards of RSUs. Such dividend equivalent entitlements will be subject to the same vesting and other terms as the RSUs to which they relate.

If the holder of RSUs ceases to be an Eligible Participant for any reason, other than termination for Cause, resignation, or leave of absence of more than ninety (90) days, any unvested RSUs held by the Eligible Participant at the Termination Date shall remain outstanding until the RSU Vesting Determination Date. If, on the RSU Vesting Determination Date, the Board determines that the vesting conditions were not met for such RSUs, then all unvested RSUs credited to such Eligible Participant shall be forfeited and cancelled and the Eligible Participant’s rights to Common Shares or Cash Equivalent or a combination thereof that relate to such unvested RSUs shall be forfeited and cancelled and the Eligible Participant will not be entitled to any compensation or damages in respect of such forfeiture and cancellation of their RSUs.

If, on the RSU Vesting Determination Date, the Board determines that the vesting conditions were met for such RSUs, the Eligible Participant shall be entitled to receive that number of Common Shares or Cash Equivalent or a combination thereof equal to (i) the number of RSUs outstanding held by the Eligible Participant in respect of such Restriction Period multiplied by (ii) a fraction, the numerator of which shall be the number of completed months of service of the Eligible Participant with the Company or a subsidiary during the applicable Restriction Period as of the date of the Eligible Participant’s Termination Date or Eligibility Date, as applicable, and the denominator of which shall be equal to the total number of months included in the applicable Restriction Period (which calculation shall be made on the applicable RSU Vesting Determination Date) and the Company shall issue such number of Common Shares or Cash Equivalent or a combination thereof to the Eligible Participant or the Eligible Participant’s estate, as soon as practicable thereafter, but no later than the end of the Restriction Period, and any the Company shall debit the corresponding number of RSUs held by such Eligible Participant’s or such deceased Eligible Participants’, as the case may be, and the Eligible Participant’s rights to all other Common Shares or Cash Equivalent or a combination thereof that relate to such Eligible Participant’s RSUs shall be forfeited and cancelled and the Eligible Participant will not be entitled to any compensation or damages in respect of such forfeiture and cancellation of their RSUs.

If the Eligible Participant is terminated for Cause or the Eligible Participant resigns or elects to take a voluntary leave of absence of more than ninety (90) days, all unvested RSUs held by the Eligible Participant shall terminate and become void on the Termination Date.

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Deferred Share Units

Subject to the provisions of the New Omnibus Plan, the Board or its delegate will be permitted to grant DSUs to Non-Employee Directors under the New Omnibus Plan. A "DSU" is an Award denominated in units that provides the holder thereof with a right to receive Common Shares, cash or a combination thereof upon settlement of the Award.

An Eligible Participant may receive their Common Shares, a Cash Equivalent, or a combination thereof, as determined by the Board in their sole discretion, by filing a redemption notice on or before December 15th (the "Filing Date") of the first calendar year after the Termination Date. If the holder of the DSUs ceases to be an Eligible Participant due to death, the Company will make a payment equal to the amount within two (2) months of the Eligible Participant's death. DSUs shall be settled as soon as practicable following the Filing Date and in any event no later than the end of the first (1st) calendar year commencing after the Eligible Participant's Termination Date.

For purposes of determining the Cash Equivalent of DSUs to be made, such calculation will be made on the Filing Date based on the Market Value on the Filing Date multiplied by the number of vested DSUs held by the Eligible Participant to settle in cash.

For the purposes of determining the number of Common Shares to be issued or delivered to an Eligible Participant upon settlement of DSUs, such calculation will be made on the Filing Date based on the whole number of Common Shares equal to the whole number of vested DSUs then held by the Eligible Participant to settle in Common Shares.

Change of Control

If the Company completes a transaction constituting a Change of Control and within twelve (12) months following the Change of Control (i) an Eligible Participant who was also an officer or employee of, or Consultant to, the Company prior to the Change of Control has their position, employment or engagement terminated other than for Cause, or (ii) a Non-Employee Director ceases to act in such capacity, then all unvested RSUs shall immediately vest and shall be settled, and all unvested Options shall vest and become exercisable. Notwithstanding this, any unvested RSUs or Options with performance criteria attached to them will have the performance measured based on a pro-rata performance period up to the Termination Date with any RSUs or Options earned based on performance criteria vesting and all RSUs or Options not meeting the performance criteria forfeited. Any Options that become exercisable pursuant to a Change of Control shall remain exercisable until the earlier of (i) the end of the Option Term as set out in the Grant Agreement and (ii) the date that is ninety (90) days after the Eligible Participant's Termination Date, after which the Options will immediately and automatically terminate and the Eligible Participant will not be entitled to any compensation or damages in respect of the termination of their Options.

Notwithstanding any other provision of the New Omnibus Plan, the above shall not apply with respect to any DSUs held by an Eligible Participant where such DSUs are governed under paragraph 6801(d) of the regulations under the Tax Act or any successor to such provision.

The New Omnibus Plan shall remain in effect until terminated by the Board.

Amendment

Unless otherwise restricted by law or the TSX rules, the Board or its delegate may at any time and from time to time, alter, amend, modify, suspend or terminate the New Omnibus Plan or any Award in whole or in part without notice to, or approval from, shareholders, including, but not limited to for the purposes of:

any amendment to the general vesting provisions, if applicable, of the Awards;
any amendment regarding the effect of termination of an Eligible Participant's employment or engagement;
any amendment which accelerates the date on which any Option may be exercised under the New Omnibus Plan;
any amendment necessary to comply with applicable law or the requirements of the TSX, or any other regulatory body;

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any amendment of a “housekeeping” nature, including to clarify the meaning of an existing provision of the New Omnibus Plan, correct or supplement any provision of the New Omnibus Plan that is inconsistent with any other provision of the New Omnibus Plan, correct any grammatical or typographical errors or amend the definitions in the New Omnibus Plan;
any amendment regarding the administration of the New Omnibus Plan;
any amendment to add provisions permitting a form of financial assistance; and
any other amendment that does not require the approval of the shareholders of the Company under Section 7.3(3)(c) of the New Omnibus Plan.

However, other than as expressly provided in a Grant Agreement or with respect to a Change of Control, the Board shall not alter or impair any rights with respect to an Award previously granted under the New Omnibus Plan without the consent of the Eligible Participant.

Shareholder approval is however required to make the following amendments:

any increase to the maximum number of Common Shares issuance under the New Omnibus Plan, except in the event of an adjustment pursuant to Article 7;
any amendment that extends the Option Term;
any amendment which extends the expiry date of any Award, or the Restriction Period, or the Performance Period of any RSU beyond the original expiry date or Restriction Period or Performance Period;
any amendment that increases or removes the limits imposed on Non-Employee Director participation in the New Omnibus Plan;
any amendment that permits Awards granted under the New Omnibus Plan to be transferable or assignable other than for normal estate settlement purposes;
except in the case of an adjustment pursuant to Article 7, any amendment which reduces the Option Price of an Option or any cancellation of an Option and replacement of such Option with an Option with a lower Option Price;
any amendment that increases or removes the limits on the maximum number of Common Shares that may be (i) issuable to Insiders at any time; or (ii) issued to Insiders under the New Omnibus Plan and any other proposed or established Security Based Compensation Arrangement in a one-year period, except in case of an adjustment pursuant to Article 7;
any amendment to that expands the class of Eligible Participants under the New Omnibus Plan; and

any amendment to that removes or reduces the range of amendments that require the approval of the shareholders of the Company under this Section 7.3(3)(c) of the New Omnibus Plan.

Approval

In accordance with TSX policies, the implementation of the New Omnibus Plan will require shareholder approval.

As part of the Company’s graduation to the Exchange from the TSXV, the Company agreed to adopt the New Omnibus Plan and to submit it for shareholder approval. In the event the New Omnibus Plan Resolution is not approved, the Company cannot issue awards under the Old Plan without the consent of the TSX. It is anticipated that the TSX may require certain updates to the Old Plan and may require shareholder approval of the Old Plan prior to the Company making additional grants.

New Omnibus Plan Resolution

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT, subject to regulatory approval:

The New Omnibus Plan of the Company, the full text of which is attached as Schedule “B” to the Information Circular, is hereby authorized, approved and adopted.
The number of Common Shares reserved for issuance under the New Omnibus Plan will be equal to 10,000,000, as may be adjusted pursuant to the New Omnibus Plan.
The Company is hereby authorized and directed to issue such Common Shares pursuant to the New Omnibus Plan as fully paid and non-assessable Common Shares.

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The Board is hereby authorized and empowered to make any changes to the New Omnibus Plan as may be required by the Toronto Stock Exchange.
Any one director or officer of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

In the absence of instruction to the contrary, the persons designated by management in the Proxy intend to vote "For" the preceding resolution.

Approval of Name Change

The Company intends to change its name from "Andean Precious Metals Corp." to "APM Mining Corp." (the "Name Change"). The Name Change is being proposed to more accurately reflect the Company's strategic evolution and future ambitions. While the Company remains firmly focused on precious metals, its growth strategy now extends beyond its historic roots in South America to include top-tier jurisdictions throughout the Americas. Management believes the new name, APM Mining Corp., preserves the Company's brand equity while positioning it for broader recognition as a leading precious metals mining company across the region. The Name Change is intended to better align the Company's identity with its expanding operational footprint, future project pipeline, and long-term vision for sustainable value creation. Management is confident that the Name Change is in the best interests of Shareholders and will support the Company's next phase of growth.

To effect the Name Change, pursuant to Section 168 of the Business Corporations Act (Ontario), the Name Change resolution must obtain the affirmative vote of not less than two-thirds (2/3) of the votes cast by Shareholders present at the Meeting in person or by proxy. In addition to the receipt of the Shareholder approval of the Name Change resolution, the Name Change is also subject to the approval of the Exchange.

At the Meeting, Shareholders will be asked to vote on the following special resolution:

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT, subject to regulatory approval:

the Company be, and hereby is, authorized and empowered to change the name of the Company to "APM Mining Corp.", or any such other name as may be determined by the Board, subject to regulatory approval (the "New Name"), to become effective upon the filing of the articles of amendment listing the Company's name as the New Name on the articles of amendment;
any one director or officer of the Company be, and hereby is, authorized and directed for and on behalf of the Company to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, the articles of amendment and all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing provisions of this resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing; and
notwithstanding that this resolution has been duly passed by the Shareholders, the Board is hereby authorized and empowered, if it decides not to proceed with this resolution, to revoke this resolution, in its sole discretion, in whole or in part at any time prior to it being given effect without further notice to, or approval of, the Shareholders.

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In the absence of instruction to the contrary, the persons designated by management in the Proxy intend to vote "For" the preceding resolution.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca. Financial information is contained in the Company's consolidated financial statements and management's discussion and analysis for the year ended December 31, 2024.

Additional information relating to the Company and a copy of the financial statements may be obtained under the Company's profile at www.sedarplus.ca or upon request from the Company at 181 Bay Street, Suite 4400, Toronto, Ontario, M5J 2T3. The Company may require payment of a reasonable charge from any person or company who is not a security holder of the Company, requesting a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Information Circular.

The contents of this Information Circular and its distribution to Shareholders have been approved by the Board of the Company.

DATED at Toronto, Ontario, on May 15, 2025.

BY ORDER OF THE BOARD

Alberto Morales
Executive Chairman and Chief Executive Officer

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SCHEDULE “A”

AUDIT COMMITTEE CHARTER

Purpose and Authority

The overall purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Andean Precious Metals Corp. (“Andean” and /or the “Company”) is to assist the Board in fulfilling its oversight responsibilities with respect to accounting, auditing, financial reporting and internal control processes by, among other things: (i) ensuring the integrity of the financial statements and financial reporting of the Company, (ii) overseeing compliance with related legal and regulatory requirements, (iii) ensuring the overall adequacy and maintenance of the systems of internal controls and disclosure controls and procedures that management has established, and (iv) maintaining overall responsibility for the Company’s external and internal audit processes, including the external auditor’s qualifications, independence and performance.

The Committee shall have access to such officers and employees of the Company, its external auditor and its legal counsel and to all such information respecting the Company as the Committee considers to be necessary or desirable in order to perform its duties and responsibilities. In addition, the Committee shall have the authority and funding to retain independent legal, accounting and other consultants to advise the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisors retained by the Committee and to the external auditor engaged by the Company for the purpose of rendering or issuing an audit report or performing any other audit, review or attestation services and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee shall be accountable to the Board. In the course of fulfilling its responsibilities, the Committee shall maintain open communication between the Company’s external auditor and the Board and shall have direct access to the external and internal auditors.

The Committee has the duty to review and ensure that the Company’s financial disclosures are complete and accurate, are in accordance with applicable laws and generally accepted accounting principles and fairly present the financial position and associated risks of the organization. The Committee should, where it deems appropriate, review compliance with laws and regulations and the Company’s own policies.

The Committee will provide the Board with such recommendations and reports with respect to the financial disclosures of the Company as it deems advisable.

Composition

The Committee shall be composed of three or more directors as shall be designated by the Board from time to time.
Each member of the Committee shall be "independent" and financially literate (as such terms are defined under applicable securities laws and exchange requirements for audit committee purposes). Each member of the Committee shall be able to read and understand the Company’s financial statements, including the Company’s statement of financial position, income statement and cash flow statement and any other applicable statements or notes to the financial statements.
Members of the Committee shall be appointed at a meeting of the Board, typically held immediately after the annual shareholders’ meeting. Each member shall serve until his/her successor is appointed unless

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he/she shall resign or be removed by the Board or he/she shall otherwise cease to be a director of the Company. Any member may be removed or replaced at any time by the Board.

Where a vacancy occurs at any time in the membership of the Committee, it may be filled by a vote of a majority of the Board.
The Chair of the Committee may be designated by the Board or, if it does not do so, the members of the Committee may elect a chair by vote of a majority of the full Committee membership. The Chair of the Committee shall be an independent director (as described above).
If the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to preside.
The Committee shall appoint a secretary (the "Secretary") who need not be a member of the Committee or a director of the Company. The Secretary shall keep minutes of the meetings of the Committee. This role is normally filled by the Secretary of the Company.

Meetings

The Committee shall meet regularly and at least on a quarterly basis and otherwise as necessary. The Committee shall hold in camera sessions without the presence of management at each meeting (unless the members of the Committee determine that such a session is not required).
The Chair or any two members of the Committee may call a meeting of the Committee. At the request of the external auditor, the internal auditor, the Chair of the Board, the President and Chief Executive Officer ("CEO") or the Chief Financial Officer ("CFO") of the Company, the Chair of the Committee will convene a meeting of the Committee. In advance of every meeting of the Committee, the Chair, with the assistance of the CFO, will ensure that the agenda and meeting materials are distributed in a timely manner.
The CEO and the CFO will receive notice of and, unless otherwise determined by the Chair, shall attend all meetings of the Committee.
The external auditor of the Company must be given reasonable notice of and has the right to appear before and to be heard at, each meeting of the Committee, and must appear before the Committee when requested to do so by the Committee and after being given reasonable notice to do so.

Duties and Responsibilities

The Committee shall take charge of all responsibilities imparted on an audit committee of a public Company, as they may apply from time to time to the Company, under applicable laws and stock exchange requirements and any other requirements of applicable regulatory and professional bodies. The duties and responsibilities of the Committee include the following:

Financial Reporting and Disclosure

a. Review and discuss with management and the external auditor at the completion of the annual examination:

i. the Company's audited financial statements and related notes;
ii. the external auditor's audit of the financial statements their report;

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iii. any significant changes required in the external auditor’s audit plan;
iv. any serious difficulties or disputes with management encountered during the course of the audit; and
v. other matters related to the conduct of the audit which are to be communicated to the Committee under IFRS.

b. Review and discuss with management and the external auditor during and at the completion of any review engagement or other examination, the Company’s quarterly financial statements.

c. Review and discuss with management, prior to their public disclosure, the annual reports, quarterly reports, Management’s Discussion and Analyses (“MD&A”), earnings press releases and any other material disclosure documents containing or incorporating by reference audited or unaudited financial information of the Company and, if thought advisable, provide its recommendations on such documents to the Board.

d. Review and discuss with management any guidance being provided to shareholders on the expected earnings (including any future-oriented financial information or financial outlooks) of the Company and, if thought advisable, provide its recommendations on such documents to the Board.

e. Inquire of the auditors regarding the quality and acceptability of the Company’s accounting principles and estimates, including the clarity of financial disclosure and the degree of conservatism or aggressiveness of the accounting policies and estimates.

f. Review the Company’s compliance with any policies and reports received from regulators. Discuss with management and the external auditor the effect on the Company’s financial statements of significant regulatory initiatives.

g. Meet with the external auditor and management in separate executive sessions, as necessary or appropriate, to discuss any matters that the Committee or any of these groups believe should be discussed privately with the Committee.

h. Ensure that management has the proper and adequate systems and procedures in place for the preparation and review of the Company’s financial statements, financial reports and other financial information, including all Corporation disclosure of financial information extracted or derived from the Company’s financial statements, and that they satisfy all legal and regulatory requirements. The Committee shall periodically assess the adequacy of such procedures.

i. Review with the Company’s counsel, management and the external auditor any legal or regulatory matter, including reports or correspondence, which could have a material impact on the Company’s financial statements or related compliance policies.

j. Based on discussions with the external auditor concerning the audit, the financial statement review and such other matters as the Committee deems appropriate, recommend to the Board the public filing of the audited annual and unaudited quarterly financial statements and MD&A and the inclusion of the audited financial statements in the Company’s Annual Report, in accordance with applicable laws.

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External Auditor

a. Be responsible for overseeing and recommending to the Board (subject to the approval of the shareholders, where required) the appointment of the Company's external auditor and for the compensation, retention and oversight of the work of the external auditor engaged by the Company. The external auditor shall report directly to the Committee. The Committee shall be responsible for resolving disagreements, if any, between management and the external auditor regarding financial reporting.

b. Consider, in consultation with the external auditor, the audit scope and plan of the external auditor and the related engagement letter and recommend approval of same to the Board.

c. Confirm with the external auditor and receive written confirmation at least once per year as to the external auditor's internal processes and quality control and disclosure of any investigations or government enquiries, reviews or investigations of the external auditor.

d. Take reasonable steps to confirm at least annually the independence of the external auditor, which shall include:

i. ensuring receipt from the external auditor of a formal written statement delineating all relationships between the external auditor and the Company, consistent with IFRS, and determine that they satisfy the requirements of all applicable laws;

ii. considering and discussing with the external auditor any disclosed relationships or services, including non-audit services, that may impact the objectivity and independence of the external auditor; and

iii. approving in advance any audit or permissible non-audit related services provided by the external auditor to the Company with a view to ensuring the independence of the external auditor, and in accordance with any applicable requirements of regulatory or professional bodies, including the requirements of all applicable securities laws with respect to approval of non-audit related services performed by the external auditor. Non-audit services of up to US$25,000 (and up to a cumulative amount of US$75,000 in a calendar year) may be pre-approved by the Chair of the Committee and ratified at the next Committee meeting.

e. Approve the lead audit partner for the Company's external auditor, confirm that such lead partner has not performed audit services for the Company for more than five previous fiscal years, and otherwise ensure the rotation of the lead partner and other partners in accordance with all applicable laws and requirements of regulatory and professional bodies.

f. Periodically review the performance of the Company's external auditor and provide feedback to the extent deemed appropriate.

g. Review and approve the Company's hiring policies regarding partners, employees and former employees of the present and former external auditor of the Company.

Internal Controls and Audit

a. Review and assess the adequacy and effectiveness of the Company's systems of internal controls, disclosure

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controls and procedures and management information systems through discussion with management and the external auditor to ensure that the Company maintains appropriate systems, is able to identify and assess the pertinent risks of the Company and that the risk of a material misstatement in the financial disclosures can be detected and mitigated.

b. Assess the requirement for the appointment of an internal auditor for the Company and, if the appointment of an internal auditor is deemed appropriate, be responsible for (i) approving the appointment and removal of such internal auditor, and (ii) if deemed appropriate, establishing a position description for such internal auditor.

c. Review and approve the annual internal audit plan, and review on a periodic basis progress in executing the plan, significant changes to the plan, significant internal audit findings (including related to the adequacy of internal controls over financial reporting) and any significant internal fraud risks.

d. Review disclosures made to the Committee by the CEO and CFO during their certification process required under applicable securities laws. Review any material weaknesses or significant deficiencies in the design and operation of internal controls over financial reporting or disclosure controls and procedures and any fraud involving management or other employees who have a significant role in the Company's internal controls.

Financial Risk Management

a. Oversee, monitor and ensure that the principal areas of risk associated with the Company's accounting, auditing, financial reporting and internal control processes are identified and that plans and processes are in place to manage or mitigate these risks.

b. Review and report to the Board regarding the structure and adequacy of the Company's insurance programs and related policies, having regard to the Company's business and insurable risks.

General

a. Unless otherwise delegated to another committee by the Board, conduct an ongoing review of any transaction now in effect, and review and approve in advance any proposed transaction, that could be within the scope of "related party transactions" as such term is defined in applicable securities laws, and establish appropriate procedures to receive material information about and prior notice of any such transaction.

b. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters, including under the Company's Whistleblower Policy.

c. Conduct or authorize investigations into any matter within the scope of this Charter, including any complaints or concerns raised under the Company's Whistleblower Policy. The Committee may request that any officer or employee of the Company, its external legal counsel or its external auditor attend a meeting of the Committee or meet with any member(s) of the Committee.

d. Oversee cyber security and information technology infrastructure and programs.

e. Review the qualifications of the senior accounting and financial personnel.

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f. Provide oversight of the Company's policies, procedures and practices with respect to the maintenance of the books, records and accounts, and the filing of reports, by the Company with respect to third party payments in compliance with all applicable anti-bribery or anti-corruption laws, including the Foreign Corrupt Practices Act (United States), Corruption of Foreign Public Officials Act (Canada), the Extractive Sector Transparency Measures Act (Canada) and similar laws.

g. Perform any other activities consistent with this Charter, the Company's Articles and governing law as the Committee or the Board deems necessary or appropriate.

Oversight Function

While the Committee has the responsibilities and powers set out in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate or are in accordance with IFRS and applicable rules and regulations. These are the responsibilities of management and the external auditor. The Committee and the Chair and any members of the Committee identified as having accounting or related financial expertise are members of the Board, appointed to the Committee to provide broad oversight of the financial, risk and control related activities of the Company, and are not specifically accountable or responsible for the day-to-day operation or performance of such activities. Although the designation of a member as having accounting or related financial expertise for disclosure purposes is based on that individual's education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Committee and the Board in the absence of such designation. Rather, the role of a member of the Committee who is identified as having accounting or related financial expertise, like the role of all members of the Committee, is to oversee the process, not to certify or guarantee the internal or external audit of the Company's financial information or public disclosure.

Chair of the Committee

The duties of the Chair of the Committee are set out in the Board Mandate. In addition to those duties, the Chair of the Committee will:

a. address, or cause to be addressed, all concerns communicated to him or her under the Company's Whistleblower Policy or Code of Business Conduct and Ethics.

Review

This Charter will be reviewed annually by the Committee in consultation with the Corporate Governance and Nominating Committee and any recommended changes will be submitted to the Board for approval.

Reviewed and approved by the Board on July 12, 2023.

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SCHEDULE "B"

Omnibus Long Term Incentive Plan

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ANDEAN

PRECIOUS METALS

OMNIBUS INCENTIVE PLAN

Effective Date:

Approved by the Board of Directors on [●], 2025.

Approved by the Shareholders on [●].

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Page

ARTICLE 1 INTERPRETATION... 3
Section 1.1 Definitions... 3
Section 1.2 Interpretation... 10

ARTICLE 2 PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS... 10
Section 2.1 Purpose of the Plan... 10
Section 2.2 Implementation and Administration of the Plan... 11
Section 2.3 Participation in this Plan... 12
Section 2.4 Shares Subject to the Plan... 12
Section 2.5 Limits on Grants of Awards... 13
Section 2.6 Granting of Awards... 13

ARTICLE 3 OPTIONS... 14
Section 3.1 Nature of Options... 14
Section 3.2 Option Awards... 14
Section 3.3 Option Price... 14
Section 3.4 Option Term... 14
Section 3.5 Exercise of Options... 15
Section 3.6 Method of Exercise and Payment of Purchase Price... 15
Section 3.7 Option Agreements... 16
Section 3.8 Incentive Stock Options... 16

ARTICLE 4 RESTRICTED SHARE UNITS... 17
Section 4.1 Nature of RSUs... 17
Section 4.2 RSU Awards... 18
Section 4.3 Restriction Period... 18
Section 4.4 RSU Vesting Determination Date... 18
Section 4.5 Settlement of RSUs... 19
Section 4.6 Determination of Amounts... 19
Section 4.7 RSU Agreements... 20

ARTICLE 5 DEFERRED SHARE UNITS... 20
Section 5.1 Nature of DSUs... 20
Section 5.2 DSU Awards... 20
Section 5.3 Payment of Annual Base Compensation... 20

Section 5.4 Additional Deferred Share Units...21
Section 5.5 Settlement of DSUs...21
Section 5.6 Determination of DSU Settlement Amount...22
Section 5.7 DSU Agreements...22

ARTICLE 6 GENERAL CONDITIONS...22
Section 6.1 General Conditions Applicable to Awards...22
Section 6.2 Option Treatment on Termination of Employment or Service...24
Section 6.3 Treatment of RSUs on Termination of Employment or Service...26

ARTICLE 7 ADJUSTMENTS AND AMENDMENTS...28
Section 7.1 Adjustment to Shares...28
Section 7.2 Change of Control...28
Section 7.3 Amendment or Discontinuance of the Plan...29

ARTICLE 8 MISCELLANEOUS...31
Section 8.1 Use of an Administrative Agent and Trustee...31
Section 8.2 Tax Withholding...31
Section 8.3 US Tax Compliance...31
Section 8.4 Clawback...32
Section 8.5 Securities Law Compliance...32
Section 8.6 Compliance with Employment Standards...34
Section 8.7 Reorganization of the Company...34
Section 8.8 Quotation of Shares...34
Section 8.9 No Fractional Shares...35
Section 8.10 Governing Laws...35
Section 8.11 Severability...35
Section 8.12 Effective Date of the Plan...35

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ANDEAN PRECIOUS METALS CORP.

OMNIBUS INCENTIVE PLAN

The Company hereby establishes this omnibus incentive plan for certain qualified directors, executive officers, employees or Consultants of the Company or any of its Subsidiaries.

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions.

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

(1) “Account” means a notional account maintained for each Participant on the books of the Company which will be credited with Awards in accordance with the terms of this Plan;

(2) “Affiliates” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions;

(3) “Annual Base Compensation” means an annual compensation amount payable to Non-Employee Directors as established from time to time by the Board;

(4) “Award” means any of an Option (including an ISO), DSU, or RSU granted to a Participant pursuant to the terms of the Plan;

(5) “Blackout Period” means a period of time when, pursuant to any policies of the Company (including the Company’s insider trading policy), the Company’s securities may not be traded by certain Persons designated by the Company. A Blackout Period does not include any period during which the Company is subject to a cease trade order or similar order in respect of the Company’s securities under Securities Laws;

(6) “Board” has the meaning ascribed thereto in Section 2.2(1) hereof;

(7) “Business Day” means a day other than a Saturday, Sunday or statutory holiday, when banks are generally open for business in Toronto, Ontario for the transaction of banking business;

(8) “Cash Equivalent” means the amount of money equal to (i) the Market Value on the RSU Settlement Date or the Filing Date, as applicable, multiplied by (ii) the number of vested RSUs or DSUs, as applicable, in the Participant’s Account, net of any applicable taxes in accordance with Section 8.2;

(9) “Cause” means any circumstance where the Company or a Subsidiary can terminate a Participant’s employment or engagement, as applicable, with the Company or a Subsidiary

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without notice (or with immediate notice), or payment in lieu of notice. For the purposes of the Plan, the determination by the Company that the Participant was discharged for Cause shall be binding on the Participant;

(10) “Change of Control” means, unless the Board determines otherwise, the happening, in a single transaction or in a series of related transactions, of any of the following events:

(i) any transaction (other than a transaction described in clause (iii) below) pursuant to which any Person or group of Persons acting jointly or in concert acquires the direct or indirect beneficial ownership of securities of the Company representing 50% or more of the aggregate voting power of all of the Company’s then issued and outstanding securities entitled to vote in the election of directors of the Company, other than any such acquisition that occurs upon the exercise or settlement of options or other securities granted by the Company under any of the Company’s equity incentive plans;

(ii) there is consummated an arrangement, amalgamation, merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such arrangement, amalgamation, merger, consolidation or similar transaction, the shareholders of the Company immediately prior thereto do not beneficially own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such amalgamation, merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving or resulting entity in such arrangement, amalgamation, merger, consolidation or similar transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(iii) the sale, lease, exchange, license or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Company or any of its Subsidiaries which have an aggregate book value greater than 50% of the book value of the assets, rights and properties of the Company and its Subsidiaries on a consolidated basis to any other person or entity, other than a disposition to a wholly-owned Subsidiary of the Company in the course of a reorganization of the assets of the Company and its wholly-owned Subsidiaries;

(iv) the passing of a resolution by the Board or shareholders of the Company to substantially liquidate the assets of the Company or wind up the Company’s business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Company in circumstances where the business of the Company is continued and the

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shareholdings remain substantially the same following the re-arrangement); or

(v) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred.

(11) “Company” means Andean Precious Metals Corp., a corporation existing under the Business Corporations Act (Ontario), and its successors from time to time;

(12) “Consultant” means an individual or a consultant company, other than an employee or a director, that:

(i) is engaged to provide services on a bona fide basis to the Company or a Subsidiary, other than services provided in relation to a distribution of securities of the Company or a Subsidiary;

(ii) provides the services under a written contract with the Company or a Subsidiary; and

(iii) spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Subsidiary.

For the purposes of this definition, “consultant company” means, with respect to an individual Consultant, (i) a company of which the individual Consultant is an employee or shareholder; or (ii) a partnership of which the individual Consultant is an employee or partner;

(13) “Disabled” or “Disability” means a physical injury or mental incapacity of a nature which the Board determines prevents or would prevent the Participant from satisfactorily performing the substantial and material duties of his or her position with the Company or any of its Subsidiaries;

(14) “Disposed Options” has the meaning ascribed thereto in Section 3.6(3) hereof;

(15) “Dividend Equivalent” means a bookkeeping entry to a Participant’s Account whereby the Participant’s RSUs or DSUs, as applicable, are credited with additional RSUs or DSUs, as applicable, in accordance with Section 6.1(9), as applicable;

(16) “DSU” or “Deferred Share Unit” means a right awarded to a Participant to receive a payment in the form of Shares, Cash Equivalent or a combination thereof following the Participant’s Termination Date, subject to and in accordance with Article 5;

(17) “DSU Agreement” means a document evidencing the grant of DSUs and the terms and conditions thereof;

(18) “DSU Settlement Amount” means the amount of Shares, Cash Equivalent, or combination thereof, calculated in accordance with Section 5.6, to be paid to settle a DSU Award after the Filing Date;

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(19) “Effective Date” means [●], 2025;

(20) “Eligibility Date” the effective date on which a Participant becomes eligible to receive long-term disability benefits (provided that, for greater certainty, such effective date shall be confirmed in writing to the Company by the insurance company providing such long-term disability benefits);

(21) “Eligible Participant” means any person who is (or, where context requires, was) a director, executive officer, employee or Consultant of the Company or any of its Subsidiaries, but for the purposes of Article 5, this definition shall be limited to Non-Employee Directors of the Company or any of its Subsidiaries;

(22) “ESL” means the employment standards legislation, as amended or replaced, applicable to a Participant who is an employee of the Company or a Subsidiary;

(23) “Estate Administrator” means the liquidator, executor or administrator, as the case may be, of the estate of the Participant;

(24) “Exercise Notice” means a notice, in a form provided by the Company, in writing signed by a Participant and stating the Participant’s intention to exercise a particular Option;

(25) “Existing Award” means an award grant made under a Prior Plan;

(26) “Filing Date” has the meaning ascribed thereto in Section 5.5(1) or Section 5.5(2), as applicable;

(27) “Grant Agreement” means an agreement evidencing the grant to a Participant of an Award, including an Option Agreement, a DSU Agreement or an RSU Agreement;

(28) “In-the-Money Amount” with respect to an Option as of any day is the amount, if any, by which the Market Value of a Share on such date exceeds the Option Price;

(29) “Incentive Stock Option” or “ISO” means an Option that is described in Section 3.8;

(30) “Insider” means “insider” as defined by the TSX from time to time in its rules and regulations governing Security Based Compensation Arrangements and other related matters;

(31) “Market Value” means, at any date in respect of the Shares, (i) if the Shares are listed on the TSX, the closing price of the Shares on the TSX on the Business Day prior to such date; (ii) if the Shares are not listed on the TSX, then the closing price of the Shares on the Stock Exchange on which the Shares are listed (and if listed on more than one Stock Exchange, then using the highest of such closing prices) on the Business Day prior to such date; or (iii) if the Shares are not listed on any Stock Exchange, the value as is determined solely by the Board, acting reasonably and in good faith and such determination shall be conclusive and binding on all Persons;

(32) “Net Settlement” has the meaning ascribed thereto in Section 3.6(3) hereof;

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(33) “Non-Employee Director” means a member of the Board of Directors or a director of any Subsidiary of the Company who is not otherwise an employee or executive officer of the Company or a Subsidiary;

(34) “Non-Qualifying Option” means an Option which is not eligible for the deduction pursuant to paragraph 110(1)(d) of the Tax Act;

(35) “Option” means an option granted by the Company to a Participant entitling such Participant to purchase a designated number of Shares from treasury at the Option Price, but subject to the provisions thereof, and includes an ISO;

(36) “Option Agreement” means a document evidencing the grant of Options and the terms and conditions thereof;

(37) “Option Price” has the meaning ascribed thereto in Section 3.2 hereof;

(38) “Option Term” has the meaning ascribed thereto in Section 3.4 hereof;

(39) “Outstanding Issue” means the number of Shares that are issued and outstanding, on a non-diluted basis;

(40) “Participant” means an Eligible Participant that is granted an Award under the Plan;

(41) “Participant’s Employer” means the Company or Subsidiary, as applicable, which employs a Participant who is an employee or, in the case of a Participant that has ceased to be an employee of the Company or a Subsidiary, which employed the Participant immediately prior to such cessation;

(42) “Performance Criteria” means specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting, settlement or payment in respect of an Award;

(43) “Performance Period” means the period determined by the Board at the time any Award is granted or at any time thereafter during which any Performance Criteria and any other vesting conditions specified by the Board with respect to such Award are to be measured;

(44) “Person” means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;

(45) “Plan” means this Andean Precious Metals Corp. Omnibus Incentive Plan, including any amendments or supplements hereto made after the effective date thereof;

(46) “Prior Plans” means the Company’s Omnibus Long-Term Incentive Plan (2022) approved by the shareholders of the Company on September 8, 2022 and any prior Security Based Compensation Arrangement of the Company;

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(47) “Qualifying Option” means an Option which is eligible for the deduction pursuant to paragraph 110(1)(d) of the Tax Act;

(48) “Restriction Period” has the meaning ascribed thereto in Section 4.3;

(49) “RSU” or “Restricted Share Unit” means a right awarded to a Participant to receive a payment in the form of Shares, Cash Equivalent or a combination thereof as provided in Article 4 hereof and subject to the terms and conditions of this Plan;

(50) “RSU Agreement” means a document evidencing the grant of RSUs and the terms and conditions thereof;

(51) “RSU Settlement Date” has the meaning ascribed thereto in Section 4.5(1);

(52) “RSU Vesting Determination Date” has the meaning ascribed thereto in Section 4.4 hereof;

(53) “Securities Laws” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Company or to which it is subject;

(54) “Security Based Compensation Arrangement” has the meaning given to the term in the Company Manual of the TSX;

(55) “Shares” means the common shares in the share capital of the Company;

(56) “Stock Exchange” means the TSX and any other stock exchange on which the Shares are listed from time to time;

(57) “Subsidiary” means a corporation, company or partnership that is controlled, directly or indirectly, by the Company;

(58) “Tax Act” means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time;

(59) “Termination Date” means:

(i) in the case of an employee whose employment or term of office with the Company or a Subsidiary terminates (regardless of whether the termination is lawful or unlawful, with or without Cause, and whether it is the employee or the Company or a Subsidiary that initiates the termination), the later of: (a) if and only to the extent required to comply with the minimum standards of the ESL, the last day of the applicable minimum statutory notice period applicable to the Participant pursuant to the ESL, if any; and (b) the date that is designated by the Participant’s Employer as the last day of the Participant’s employment or term of office with Participant’s Employer provided that in the case of the Participant’s resignation, such date shall not be earlier than the date notice of resignation was given; and, in the case of

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either (a) or (b), without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Participant actually and actively provides services to the Participant’s Employer as specified in the notice of termination provided by Participant’s Employer; or

(ii) in the case of a Consultant, the date that is designated, if any, by the Company or a Subsidiary as the date on which the Participant’s consulting engagement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting engagement, such date shall not be earlier than the date that notice of voluntary termination was given and, in any case, without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Participant actually and actively provides services to the Company or such Subsidiary as specified in the notice of termination; or

(iii) in the case of a director whose service with the Company or a Subsidiary terminates, the date that is designated by the Company or such Subsidiary as the date on which the Participant’s service is terminated, provided that in the case of resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; or

(iv) in the event that the Participant’s death occurs prior to the date determined pursuant to (i), (ii) or (iii) above, the date of the Participant’s death; and, for the avoidance of any doubt, the parties intend to displace any presumption that the Participant is entitled to reasonable notice of termination under common law or civil law in connection with the Plan;

(60) “TSX” means the Toronto Stock Exchange;

(61) “United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

(62) “U.S. Participant” means any Participant who, at any time during the period from the date an Award is granted to the date such Award is exercised, redeemed, or otherwise paid to the Participant, is subject to income taxation in the United States on the income received for services provided to the Company or a Subsidiary and who is not otherwise exempt from United States income taxation under the relevant provisions of the U.S. Tax Code or the Canada-U.S. Income Tax Convention, as amended;

(63) “U.S. Securities Act” means the United States Securities Act of 1933, as amended; and

(64) “U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended.

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Section 1.2 Interpretation.

(1) Whenever the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term "discretion" or "authority" means the sole and absolute discretion of the Board.

(2) The provision of a table of contents, the division of this Plan into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the interpretation of this Plan.

(3) In this Plan, words importing the singular shall include the plural, and vice versa and words importing any gender include any other gender.

(4) The words "including", "includes" and "include" and any derivatives of such words mean "including (or includes or include) without limitation". As used herein, the expressions "Article", "Section" and other subdivision followed by a number, mean and refer to the specified Article, Section or other subdivision of this Plan, respectively.

(5) Unless otherwise specified in the Participant's Grant Agreement, all references to money amounts are to Canadian currency.

(6) For purposes of this Plan, the legal representatives of a Participant shall only include the Participant's Estate Administrator.

(7) If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan, then the first day of the period is not counted, but the day of its expiry is counted.

ARTICLE 2

PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

Section 2.1 Purpose of the Plan.

The purpose of the Plan is to permit the Company to grant Awards to Eligible Participants, subject to certain conditions as hereinafter set forth, for the following purposes:

(a) to increase the interest in the Company's welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Company or a Subsidiary;

(b) to provide an incentive to such Eligible Participants to continue their services for the Company or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Company or a Subsidiary are necessary or essential to its success, image, reputation or activities;

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(d) to provide a means through which the Company or a Subsidiary may attract and retain able Persons to enter its employment or service.

Section 2.2 Implementation and Administration of the Plan.

(1) The Plan shall be administered and interpreted by the board of directors of the Company (the "Board") or, if the Board by resolution so decides, and to the extent permitted by applicable law, by a committee or plan administrator appointed by the Board. If such committee or plan administrator is appointed for this purpose, all references to the "Board" herein will be deemed references to such committee or plan administrator. Nothing contained herein shall prevent the Board from adopting other or additional Security Based Compensation Arrangements or other compensation arrangements, subject to any required approval.

(2) Subject to Article 7 and any applicable rules of a Stock Exchange, the Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations or vary the terms of this Plan and/or any Award hereunder for carrying out the provisions and purposes of the Plan and/or to address tax or other requirements of any applicable jurisdiction.

(3) Subject to the provisions of this Plan, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration and operations of the Plan as it may deem necessary or advisable. The Board may delegate to officers of the Company, or committees thereof, the authority, subject to such terms as the Board shall determine, to perform such functions, in whole or in part. Any such delegation by the Board may be revoked at any time at the Board's sole discretion. The interpretation, administration, construction and application of the Plan and any provisions hereof made by the Board, or by any officer, committee or any other Person to which the Board delegated authority to perform such functions, shall be final and binding on the Company, its Subsidiaries and all Eligible Participants.

(4) No member of the Board or any Person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder. Members of the Board or any person acting at the direction or on behalf of the Board, shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

(5) The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issuance of any Shares or any other securities in the capital of the Company. For greater clarity, the Company shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, repurchasing Shares or varying or amending its share capital or corporate structure.

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Section 2.3 Participation in this Plan.

(1) The Company makes no representation or warranty as to the future Market Value of the Shares or with respect to any income tax matters affecting any Participant resulting from the grant of an Award, the exercise of an Option or transactions in the Shares or otherwise in respect of participation under the Plan. Neither the Company, nor any of its directors, officers, employees, shareholders or agents shall be liable for anything done or omitted to be done by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares hereunder, or in any other manner related to the Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Company and its Subsidiaries do not assume and shall not have responsibility for the income or other tax consequences resulting to any Participant and each Participant is advised to consult with their own tax advisors.

(2) Participants (and their legal representatives) shall have no legal or equitable right, claim, or interest in any specific property or asset of the Company or any of its Subsidiaries. No asset of the Company or any of its Subsidiaries shall be held in any way as collateral security for the fulfillment of the obligations of the Company or any of its Subsidiaries under this Plan. Unless otherwise determined by the Board, this Plan shall be unfunded. To the extent any Participant or their estate holds any rights by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured creditor of the Company.

(3) Unless otherwise determined by the Board, the Company shall not offer financial assistance to any Participant in regard to the exercise of any Award granted under this Plan.

(4) The Board may also require that any Eligible Participant in the Plan provide certain representations, warranties and certifications to the Company to satisfy the requirements of applicable laws, including, without limitation, exemptions from the registration requirements of the U.S. Securities Act, and applicable U.S. state Securities Laws.

Section 2.4 Shares Subject to the Plan.

(1) Subject to adjustment pursuant to Article 7 hereof, the securities that may be acquired by Participants under this Plan shall consist of authorized but unissued Shares.

(2) The maximum number of Shares reserved for issuance at any time pursuant to Awards granted under this Plan, shall be equal to 10,000,000 as may be adjusted pursuant to Section 7.1.

(3) No Award that can be settled in Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Shares subject to Awards under the Plan to exceed the above-noted total numbers of Shares reserved for issuance.

(4) No new grants will be made under the Prior Plans.

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(5) Any Existing Award outstanding on the date hereof which were granted under the Prior Plans, which will remain outstanding in accordance with their terms and will be governed by the Prior Plan under which they were granted.

(6) Shares of the Company covered by Awards which have been exercised or settled, as applicable, will not be available for subsequent grant under the Plan. If an outstanding Award (or portion thereof), expires or is forfeited, surrendered, cancelled or otherwise terminated or lapses for any reason without having been exercised or settled, the Shares covered by such Award, if any, will again be available for issuance under the Plan. Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.

Section 2.5 Limits on Grants of Awards

Notwithstanding anything in the Plan:

(1) The aggregate number of Shares:

(a) issuable to Insiders at any time, under all of the Company’s Security Based Compensation Arrangements, shall not exceed ten percent (10%) of the Outstanding Issue; and

(b) issued to Insiders within any one-year period, under all of the Company’s Security Based Compensation Arrangements, shall not exceed ten percent (10%) of the Outstanding Issue.

(c) The aggregate number of Shares issuable to any one Participant under all of the Company’s Security Based Compensation Arrangements, shall not exceed five percent (5%) of the Outstanding Issue.

(d) The aggregate number of Shares issuable to Participants who are Non-Employee Directors shall not exceed one percent (1%) of the Outstanding Issue and the aggregate fair value on the date of grant of all Awards granted to any Non-Employee Director under all of the Company’s Security Based Compensation Arrangements within any one financial year of the Company shall not exceed $150,000, of which no more than $100,000 may be granted in the form of Options. Notwithstanding the forgoing, the limits shall not apply to any DSUs granted to Non-Employee Directors in respect of a deferral of Annual Base Compensation or to Awards granted to a new Non-Employee Director upon joining the board of the Company or a Subsidiary.

Section 2.6 Granting of Awards.

Any Award granted under the Plan shall be subject to the requirement that, if at any time the Company shall determine that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any Stock Exchange or under any law or regulation of any jurisdiction, or the consent or approval of any Stock Exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant of such Awards or exercise of any

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Option or the issuance or purchase of Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration, qualification, consent or approval.

ARTICLE 3

OPTIONS

Section 3.1 Nature of Options.

An Option is an option granted by the Company to a Participant permitting such Participant to acquire a designated number of Shares from treasury at the Option Price, subject to the terms of the Plan. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

Section 3.2 Option Awards.

Subject to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Options under the Plan, (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options shall be granted, (iii) determine the price per Share to be payable upon the exercise of each such Option (the “Option Price”), the relevant vesting terms and conditions (including Performance Criteria, if applicable), the Option Term, and whether the Option is a Qualifying Option or a Non-Qualifying Option for purposes of the Tax Act; the whole subject to the terms and conditions prescribed in this Plan or in any Option Agreement, and any applicable rules of a Stock Exchange.

Section 3.3 Option Price.

The Option Price shall be determined and approved by the Board when the Option is granted, but shall not be less than the Market Value of a Share on the date of the grant.

Section 3.4 Option Term.

(1) The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, which shall end no later than the tenth (10th) anniversary of the date of grant (“Option Term”). An Option shall automatically expire on the last day of the Option Term.

(2) In the event that Option does not provide the period during which the Option is exercisable, the term will be one (1) year.

(3) Should the Option Term end within a Blackout Period or within nine (9) Business Days following the expiration of a Blackout Period, the Option Term shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business

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Day after the end of the Blackout Period, such tenth (10th) Business Day to be considered the end of the Option Term for such Option for all purposes under the Plan.

Section 3.5 Exercise of Options.

Subject to the terms of the Plan (including Section 6.2), prior to the end of the Option Term or earlier termination in accordance with the Plan, each Option shall be exercisable at such time or times and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board at the time of granting the particular Option, may determine in its sole discretion. For greater certainty, any exercise of Options by a Participant shall be made in accordance with the Company’s insider trading policy.

Section 3.6 Method of Exercise and Payment of Purchase Price.

(1) Subject to the terms of the Plan, an Option granted under the Plan shall be exercisable (from time to time as provided in Section 3.5 hereof) by the Participant (or by the Participant’s Estate Administrator) by delivering a fully completed Exercise Notice to the Company at its registered office to the attention of the Corporate Secretary of the Company (or the individual that the Corporate Secretary of the Company may from time to time designate) or give notice in such other manner as the Company may from time to time designate, which notice shall specify the number of Shares in respect of which the Option is being exercised and shall be accompanied by full payment, by cash, certified cheque, bank draft, wire transfer or any other form of payment deemed acceptable to the Board of the purchase price for the number of Shares specified therein and, if required by Section 8.2, the amount necessary to satisfy any taxes. Other forms of payment may include (i) an arrangement with a broker approved by the Company (or through an arrangement directly with the Company) whereby payment of the purchase price for the specified Shares is accomplished with the proceeds of the sale of Shares deliverable upon the exercise of the Option or (ii) through any cashless exercise process as may be approved by the Board, or (iii) any combination of the foregoing methods of payment. The decision of whether or not to permit payment specified in (i), (ii) and (iii) above for specified Shares is in the sole discretion of the Company and will be made on a case-by-case basis.

(2) Upon the exercise, the Company shall, as soon as practicable after such exercise, forthwith cause the transfer agent and registrar of the Shares either to:

(a) deliver to the Participant (or to the Participant’s Estate Administrator) a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the Participant’s Estate Administrator) shall have then paid for and as are specified in such Exercise Notice; or

(b) in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the Participant’s Estate Administrator) shall have then paid for and as are specified in such Exercise Notice to be evidenced by a book position on the register of the shareholders of the Company to be maintained by the transfer agent and registrar of the Shares.

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(3) In the alternative to Section 3.6(2), a Participant may provide a written notice to the Company pursuant to which the Participant agrees to transfer and dispose of a specified number of Options to the Company in exchange for a number Shares having a Market Value equal to the intrinsic value of such Options disposed of and transferred to the Company (“Net Settlement”). The decision of whether or not to permit Net Settlement for any Option is in the sole discretion of the Company and will be made on a case-by-case basis. Upon the Net Settlement of Options (the “Disposed Options”), the Company shall deliver to the Participant, that number of fully paid and non-assessable Shares (“X”) equal to the number of Disposed Options (“Y”) multiplied by the quotient obtained by dividing the result of the Market Price of one Share (“B”) less the exercise price per Share and amount required to be withheld (“A”) by the Market Price of one Share (“B”). Expressed as a formula, such number of Shares shall be computed as follows:

$$
\mathrm {X} = (\mathrm {Y}) \mathrm {x} \frac {(\mathrm {B} - \mathrm {A})}{(\mathrm {B})}
$$

No fractional Shares shall be issuable upon the Net Settlement of Options, such Shares to be rounded down to the nearest whole number.

(4) No Shares will be issued or transferred until full payment therefor has been received by the Company.

Section 3.7 Option Agreements.

Options shall be evidenced by an Option Agreement, in a form approved by the Board from time to time. The Option Agreement may contain any such terms that the Company considers necessary in order that the Option will comply with applicable laws or the rules of any regulatory body having jurisdiction over the Company.

Section 3.8 Incentive Stock Options.

(1) Options may be granted as ISOs only to individuals who are employees of the Company or any present or future “subsidiary corporation” or “parent corporation” as those terms are defined in section 424 of the U.S. Tax Code (collectively, “Related Companies”) and ISOs may not be granted to Non-Employee Directors or Consultants;

(2) for purposes of Section 3.8, “Disability” means “permanent and total disability” as defined in section 22(e)(3) of the U.S. Tax Code;

(3) if a Participant ceases to be employed by the Company and/or all Related Companies other than by reason of death or Disability, Options will be eligible for treatment as ISOs only if exercised no later than three (3) months following such termination of employment;

(4) the Option Price in respect of Options granted as ISOs to employees who own more than ten percent (10%) of the combined voting power of all classes of stock of the Company or a Related Company (a “10% Shareholder”) must be not less than 110% of the fair market value per Share on the date of grant and the term of any ISO granted to a 10% Shareholder must not exceed five (5) years measured from the date of grant;

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(5) Options held by a Participant will be eligible for treatment as ISOs only if the Market Value (determined at the date of grant) of the Shares with respect to which such Options and all other options intended to qualify as “incentive stock options” under section 422 of the U.S. Tax Code held by such individual and granted under the Plan or any other plan of a Related Company and which are exercisable for the first time by such individual during any one calendar year does not exceed US$100,000;

(6) by accepting an Option granted as an ISO under the Plan, the Participant agrees to notify the Company in writing immediately after such Participant makes a “Disqualifying Disposition” of any shares acquired pursuant to the exercise of such ISO; for this purpose, a Disqualifying Disposition is any disposition occurring on or before the later of (a) the date two years following the date the ISO was granted or (b) the date one year following the date the ISO was exercised;

(7) notwithstanding that the Plan shall be effective when adopted by the Board, no ISO granted under the Plan may be exercised until the Plan is approved by the Company’s shareholders and, if such approval is not obtained within twelve (12) months after the date of the Board’s adoption of the Plan, then all ISOs previously granted will terminate and cease to be outstanding and the provisions of this Section 3.8 will cease to have effect; furthermore, the Board will obtain shareholder approval within twelve (12) months before or after any increase in the total number of Shares that may be issued under the Plan pursuant to Awards intended to be ISOs or any change in the class of employees eligible to receive ISOs under the Plan;

(8) no modification of an outstanding Option that would provide an additional benefit to a Participant, including but not limited to a reduction of the Option Price or extension of the exercise period, will be made without consideration and disclosure of the likely U.S. federal income tax consequences to the Participants affected thereby; and

(9) ISOs are neither transferable nor assignable by the Participant other than by will or the laws of descent and distribution and may be exercised, during the Participant’s lifetime, only be such Participant.

ARTICLE 4

RESTRICTED SHARE UNITS

Section 4.1 Nature of RSUs.

A Restricted Share Unit, entitles the recipient Participant to acquire Shares as determined by the Board or, subject to Section 4.2(3), to receive the Cash Equivalent or a combination thereof, as the case may be, pursuant and subject to the terms of the Plan and such restrictions and conditions as the Board may determine at the time of grant, unless such RSU expires prior to being settled. Vesting conditions may, without limitation, be based on continuing employment (or other service relationship) and/or achievement of Performance Criteria.

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Section 4.2 RSU Awards.

(1) The Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive RSUs under the Plan, (ii) fix the number of RSUs, if any, to be granted to each Eligible Participant and the date or dates on which such RSUs shall be granted, (iii) determine the relevant conditions and vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and the Restriction Period of such RSUs, and (iv) any other terms and conditions applicable to the granted RSUs, which need not be identical and which, without limitation, may include restrictive covenants, subject to the terms and conditions prescribed in this Plan and in any RSU Agreement.

(2) Subject to the vesting and other conditions and provisions in this Plan and in the RSU Agreement, each vested RSU awarded to a Participant shall entitle the Participant to receive one Share, the Cash Equivalent or a combination thereof upon confirmation by the Board that the vesting conditions (including the Performance Criteria, if any) have been met and, subject to Section 4.2(3), no later than the last day of the Restriction Period. For greater certainty, RSUs that are subject to Performance Criteria may become vested RSUs based on multiplier, which may be greater or lesser than 100%, subject to such percentage being no greater than 200%.

(3) Any RSU Award which is subject to vesting criteria that have a Performance Period that exceeds the maximum length of the Restriction Period identified in Section 4.3 ("Long Term RSUs") shall only be settled through the issuance of Shares from treasury of the Company. The Board shall determine, at the time of granting the particular Long Term RSU, the period during which the Long Term RSU can, subject to satisfying the vesting criteria, be settled, which period shall not be more than ten (10) years from the date the Long Term RSU is granted (the "Long Term RSU Period").

Section 4.3 Restriction Period.

The applicable restriction period in respect of a particular RSU, other than a Long Term RSU, shall be determined by the Board but in all cases shall end no later than December 15 of the calendar year which is three (3) years after the calendar year in which the performance of services for which such RSU is granted, occurred ("Restriction Period"). All unvested RSUs shall be cancelled on the RSU Vesting Determination Date (as such term is defined in Section 4.4) and, in any event: (i) all unvested RSUs other than Long Term RSUs shall be cancelled no later than the last day of the Restriction Period; and (ii) all unvested Long Term RSUs shall be cancelled no later than the last day of the Long Term RSU Period.

Section 4.4 RSU Vesting Determination Date.

The vesting determination date means the date on which the Board determines if the Performance Criteria and/or other vesting conditions with respect to an RSU have been met (the "RSU Vesting Determination Date"), and as a result, establishes the number of RSUs that become vested, if any. For greater certainty, the RSU Vesting Determination Date must fall after the end of the Performance Period, if any, but no later than; (i) for RSUs other than Long Term RSUs, December

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1 of the calendar year which is three (3) years after the calendar year in which the performance of services for which such RSU is granted, occurred; and (ii) for Long Term RSUs, fifteen (15) days prior to the expiry of the Long Term RSU Period. Notwithstanding the foregoing, for any U.S. Participant, the RSU Vesting Determination Date shall occur no later than March 15 of the calendar year following the end of the Performance Period.

Section 4.5 Settlement of RSUs.

(1) Subject to the terms of the Participant’s RSU Agreement, RSUs be settled place as soon as practicable and in any event within ten (10) Business Days following their RSU Vesting Determination Date and, subject to Section 4.2(3), no later than the end of the Restriction Period or Long Term RSU Period, as applicable, (the “RSU Settlement Date”) in the form determined by the Board, in its sole discretion. Settlement of RSUs shall be subject to Section 8.2 and shall, subject to Section 4.2(3), take place through:

(a) in the case of settlement of RSUs for their Cash Equivalent, delivery of a cheque, direct deposit or wire transfer to the Participant representing the Cash Equivalent;

(b) in the case of settlement of RSUs for Shares:

(i) delivery to the Participant (or to the Participant’s Estate Administrator) of a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the Participant’s Estate Administrator) shall be entitled to receive, pursuant to the Award, (unless the Participant intends to simultaneously dispose of any such Shares); or

(ii) in the case of Shares issued in uncertificated form, issuance of the aggregate number of Shares as the Participant (or the Participant’s Estate Administrator) shall be entitled to receive, pursuant to the Award, to be evidenced by a book position on the register of the shareholders of the Company to be maintained by the transfer agent and registrar of the Shares; or

a combination of (a) and (b) above.

Section 4.6 Determination of Amounts.

(1) For purposes of determining the Cash Equivalent of RSUs to be made pursuant to Section 4.5, such calculation will be made on the RSU Settlement Date based on the Market Value on the RSU Settlement Date multiplied by the number of vested RSUs in the Participant’s Account to settle in cash.

(2) For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of RSUs pursuant to Section 4.5, such calculation will be made

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on the RSU Settlement Date based on the whole number of Shares equal to the whole number of vested RSUs then recorded in the Participant’s Account to settle in Shares.

Section 4.7 RSU Agreements.

RSUs shall be evidenced by an RSU Agreement in a form approved by the Board from time to time. The RSU Agreement may contain any such terms that the Company considers necessary in order that the RSU will comply with applicable laws or the rules of any regulatory body having jurisdiction over the Company.

ARTICLE 5 DEFERRED SHARE UNITS

Section 5.1 Nature of DSUs.

A Deferred Share Unit is a unit equivalent in value to a Share attributable to a Participant’s duties as a Non-Employee Director and that is payable after the Participant’s Termination Date. Each DSU awarded shall entitle the Participant to one Share, or the Cash Equivalent, or a combination thereof.

Section 5.2 DSU Awards.

The Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants, among Non-Employee Directors, who may receive DSU Awards under the Plan, and (ii) fix the number of DSU Awards to be granted to each Eligible Participant and the date or dates on which such DSU Awards shall be granted, subject to the terms and conditions prescribed in this Plan and in any DSU Agreement.

Section 5.3 Payment of Annual Base Compensation.

(1) Each Participant may elect to receive in DSUs any portion or all of their Annual Base Compensation by completing and delivering a written election to the Company on or before November 15th of the calendar year ending immediately before the calendar year with respect to which the election is made. Such election will be effective with respect to compensation payable for fiscal quarters beginning during the calendar year following the date of such election. Elections hereunder shall be irrevocable with respect to compensation earned during the period to which such election relates.

(2) Further, where an individual becomes a Participant for the first time during a fiscal year and, for individuals that are U.S. Participants, such individual has not previously participated in a plan that is required to be aggregated with this Plan for purposes of Section 409A of the U.S. Tax Code (“Section 409A”), such individual may elect to defer Annual Base Compensation with respect to fiscal quarters of the Company commencing after the Company receives such individual’s written election, which election must be received by the Company no later than thirty (30) days after the later of the Plan’s adoption or such individual’s appointment as a Participant. For greater certainty, new Participants will not be entitled to receive DSUs for any Annual Base Compensation earned pursuant to an

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election for the quarter in which they submit their first election to the Company or any previous quarter.

(3) All DSUs granted with respect to Annual Base Compensation will be credited to the Participant’s Account when such Annual Base Compensation is payable (the “Grant Date”).

(4) The Participant’s Account will be credited with the number of DSUs determined by dividing the dollar amount of compensation payable in DSUs by the Market Value of the Shares on the Grant Date. Fractional Deferred Share Units will not be issued and any fractional entitlements will be rounded down to the nearest whole number.

Section 5.4 Additional Deferred Share Units.

In addition to DSUs granted pursuant to Section 5.3, the Board may award such number of DSUs to a Participant as the Board deems advisable to provide the Participant with appropriate equity-based compensation for the services the Participant renders to the Company. The Board shall determine the date on which such DSUs may be granted and the date as of which such DSUs shall be credited to a Participant’s Account. An award of DSUs pursuant to this Section 5.4 shall be subject to a DSU Agreement evidencing the Award and the terms applicable thereto.

Section 5.5 Settlement of DSUs.

(1) A Participant may receive their Shares, or Cash Equivalent, or a combination thereof, to which such Participant is entitled, by filing a redemption notice on or before December 15 of the first calendar year commencing after the date of the Participant’s Termination Date. Notwithstanding the foregoing, if any Participant does not file such notice on or before that December 15, and in all cases for each U.S. Participant, the Participant will be deemed to have filed the redemption notice on such December 15 (the date of the filing or deemed filing of the redemption notice, the “Filing Date”).

(2) In the event of the death of a Participant, the Company will, subject to Section 8.2, make payment of the DSU Settlement Amount within two (2) months of the Participant’s death to or for the benefit of the legal representative of the deceased Participant. For the purposes of the calculation of the DSU Settlement Amount, the Filing Date shall be the date of the Participant’s death.

(3) Subject to the terms of the DSU Agreement, including the satisfaction or, at the discretion of the Board, waiver of any vesting conditions, DSUs shall be settled as soon as practicable following the Filing Date and in any event no later than the end of the first calendar year commencing after the Participant’s Termination Date, and take the form determined by the Board, in its sole discretion. Settlement of DSUs shall be subject to Section 8.2 and shall take place through:

(a) in the case of settlement of DSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent;

(b) in the case of settlement of DSUs for Shares:

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(i) delivery to the Participant (or to the Participant’s Estate Administrator) of a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the Participant’s Estate Administrator) shall be entitled to receive (unless the Participant intends to simultaneously dispose of any such Shares); or

(ii) in the case of Shares issued in uncertificated form, issuance of the aggregate number of Shares as the Participant (or the Participant’s Estate Administrator) shall be entitled to receive to be evidenced by a book position on the register of the shareholders of the Company to be maintained by the transfer agent and registrar of the Shares; or

(c) in the case of settlement of the DSUs for a combination of Shares and the Cash Equivalent, a combination of (a) and (b) above.

Section 5.6 Determination of DSU Settlement Amount.

(1) For purposes of determining the Cash Equivalent of DSUs to be made pursuant to Section 5.5, such calculation will be made on the Filing Date based on the Market Value on the Filing Date multiplied by the number of vested DSUs in the Participant’s Account to settle in cash.

(2) For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of DSUs pursuant to Section 5.5, such calculation will be made on the Filing Date based on the whole number of Shares equal to the whole number of vested DSUs then recorded in the Participant’s Account to settle in Shares.

Section 5.7 DSU Agreements.

DSUs shall be evidenced by a DSU Agreement in a form approved by the Board from time to time. The DSU Agreement may contain any such terms that the Company considers necessary in order that the DSU will comply with applicable laws or the rules of any regulatory body having jurisdiction over the Company.

ARTICLE 6

GENERAL CONDITIONS

Section 6.1 General Conditions Applicable to Awards.

Each Award, as applicable, shall be subject to the following conditions:

(1) Vesting Period. Each Award granted hereunder shall vest in accordance with the terms of the Grant Agreement entered into in respect of such Award. Notwithstanding Section 7.2 and Section 7.3(3) of the Plan, the Board has the right to accelerate the date upon which any Award becomes exercisable notwithstanding the vesting schedule set forth for such Award, regardless of any adverse or potentially adverse tax consequence resulting from such acceleration.

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(2) Employment. Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee by the Company or a Subsidiary to the Participant of employment or another service relationship with the Company or a Subsidiary. The granting of an Award to a Participant shall not impose upon the Company or a Subsidiary any obligation to retain the Participant in its employ or service in any capacity. Nothing contained in this Plan or in any Award granted under this Plan shall interfere in any way with the rights of the Company or any of its Affiliates in connection with the employment, retention or termination of any such Participant’s employment or other service relationship. The loss of existing or potential profit in Shares underlying Awards granted under this Plan shall not constitute an element of damages in the event of the termination of a Participant’s employment or service in any office or otherwise.

(3) Grant of Awards. Eligibility to participate in this Plan does not confer upon any Eligible Participant any right to be granted Awards pursuant to this Plan. Granting Awards to any Eligible Participant does not confer upon any Eligible Participant the right to receive nor preclude such Eligible Participant from receiving any additional Awards at any time. The extent to which any Eligible Participant is entitled to be granted Awards pursuant to this Plan will be determined in the sole discretion of the Board. Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant’s relationship or employment with the Company or any Subsidiary.

(4) Rights as a Shareholder. Neither the Participant nor such Participant’s personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Shares covered by such Participant’s Awards by reason of the grant of such Award until such Award has been duly exercised, as applicable, and settled and Shares have been issued in respect thereof. Subject to Section 6.1(9) no adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares have been issued.

(5) Conformity to Plan. In the event that an Award, is granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan.

(6) Non-Transferrable Awards. Except as specifically provided in a Grant Agreement approved by the Board, and subject to shareholder approval pursuant to Section 7.3 if applicable, each Award granted under the Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant. No Award granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.

(7) Participant’s Entitlement. Except as otherwise provided in this Plan or unless the Board permits otherwise, upon any Subsidiary of the Company ceasing to be a Subsidiary of the Company, Awards previously granted under this Plan that, at the time of such change, are

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held by a Person who is a director, executive officer, employee or Consultant of such Subsidiary of the Company and not of the Company itself, whether or not then exercisable, shall automatically terminate on the date of such change.

(8) No Entitlement to Damages. A Participant’s eligibility to be granted Awards under the Plan ceases on the Termination Date. Except if and as required to comply with applicable minimum requirements contained in ESL, the Participant is not eligible for continued vesting of any Award during any period in which the Participant receives, or claims to be entitled to receive, any compensatory payments or damages in lieu of notice of termination pursuant to contract, common law or civil law, and the Participant will not be entitled to any damages or other compensation in respect of any Award that does not vest or is not awarded due to termination as of the Termination Date of the Participant’s employment, consulting engagement or directorship, as the case may be, with the Company or a Subsidiary for any reason. The Plan displaces any and all common law and civil law rights the Participant may have or claim to have in respect of any Awards, including any right to damages. The foregoing shall apply, regardless of: (i) the reason for the termination of Participant’s employment, consulting engagement or directorship; (ii) whether such termination is lawful or unlawful, with or without Cause; (iii) whether it is the Participant or the Company or the Subsidiary that initiates the termination; and (iv) any fundamental changes, over time, to the terms and conditions applicable to the Participant’s employment, consulting engagement or service as a director.

(9) Dividend Equivalents. Unless otherwise determined by the Board and set forth in the particular Grant Agreement, RSUs, and DSUs will be credited with Dividend Equivalents in the form of additional RSUs and DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such Dividend Equivalents shall be computed by dividing: (i) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs and DSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (ii) the Market Value at the close of the first Business Day immediately following the dividend record date, with fractions computed to three decimal places. Dividend Equivalents credited to a Participant’s Account will be subject to the same vesting and other terms as the RSUs and DSUs to which they relate. The foregoing does not obligate the Company to declare or pay dividends on Shares and nothing in the Plan shall be interpreted as creating such an obligation.

Section 6.2 Option Treatment on Termination of Employment or Service.

Subject to the terms set out in the Participant’s Option Agreement, each Option shall be subject to the following conditions:

(1) Termination of Service for Cause. If the Participant’s employment or engagement is terminated by the Company or a Subsidiary for Cause, then:

(a) all vested and unvested Options held by such Participant shall immediately and automatically terminate on the Termination Date; and

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(b) the Participant will not be entitled to any compensation or damages in respect of such termination of their Options.

(2) Termination of Service not for Cause. If the Participant’s employment or engagement is terminated by the Company or a Subsidiary other than for Cause (whether such termination is lawful or unlawful and whether it occurs with or without any or adequate notice, or with or without compensation in lieu of such notice), then:

(a) Performance Criteria applicable to any of such Participant’s Options will be calculated by the Board in its discretion based on actual results over a pro-rata Performance Period up to the Termination Date with any Options earned based on Performance Criteria vesting as of the Termination Date and all Options not meeting the Performance Criteria will immediately and automatically terminate as of the Termination Date;

(b) in respect of unvested Options held by such Participant, a pro-rata proportion of such unvested Options shall vest on the Termination Date based on the number of full months during the vesting period that the Participant was actively employed or engaged by the Company or a Subsidiary versus the number of full months in the vesting period;

(c) any vested Options granted to such Participant may be exercised by such Participant until the earlier of (i) ninety (90) days after the Termination Date, or (ii) the end of the Option Term, after which the Options will immediately and automatically terminate; and

(d) the Participant will not be entitled to any compensation or damages in respect of the termination of their Options upon termination of their employment or engagement.

(3) Resignation. If the Participant’s employment or engagement is terminated by the Participant as a result of the Participant’s resignation from the Company or a Subsidiary:

(a) any unvested Options held by such Participant shall immediately and automatically terminate on the Termination Date;

(b) any vested Options granted to such Participant may be exercised by such Participant until the earlier of (i) thirty (30) days after the Termination Date, or (ii) the end of the Option Term, after which the Options will immediately and automatically terminate; and

(c) the Participant will not be entitled to any compensation or damages in respect of the termination of their Options upon termination of their employment or engagement.

(4) Permanent Disability/Retirement. If the Participant’s employment or engagement is terminated due to the Participant’s retirement or disability, then:

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(a) any unvested Options held by such Participant on the Termination Date will continue to vest in accordance with the terms of the Plan until the date that is twelve (12) months after the Termination Date;

(b) any unvested Options held by such Participant on the Termination Date and that do not vest in accordance with Section 6.2(4)(a) will be immediately and automatically forfeited on the date that is twelve (12) months after the Termination Date;

(c) any vested Options held by such Participant on the Termination Date and any Options that vest in accordance with Section 6.2(4)(a) may be exercised by such Participant until the earlier of (i) in the case of Options that are vested on the Termination Date, ninety (90) days after the Termination Date and, in the case of Options that are unvested on the Termination Date and vest pursuant to Section 6.2(4)(a), ninety (90) days after the date that such Options vest, or (ii) the end of the Option Term, after which the Options will immediately and automatically terminate; and

(d) the Participant will not be entitled to any compensation or damages in respect of the termination of their Options upon termination of their employment or engagement.

(5) Death. If the Participant’s employment or engagement ceases due to the Participant’s death, then:

(b) any unvested Options held by such Participant on the Termination Date and that do not vest in accordance with Section 6.2(5)(a) will be immediately and automatically forfeited on the date that is twelve (12) months after the Termination Date;

(c) any vested Options held by such Participant on the Termination Date and any Options that vest in accordance with Section 6.2(5)(a) may be exercised by the Participant’s Estate Administrator until the earlier of (i) twelve (12) months after the Termination Date, or (ii) the end of the Option Term, after which the Options will immediately and automatically terminate; and

(d) neither the Participant nor the Participant’s Estate Administrator will be entitled to any compensation or damages in respect of the termination of their Options upon termination of their employment or engagement.

Section 6.3 Treatment of RSUs on Termination of Employment or Service

Subject to the terms set out in the Participant’s RSU Agreement, each RSU shall be subject to the following conditions:

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(1) Termination of Service for Cause, Resignation and Leave of Absence. If the Participant’s employment or engagement is terminated by the Company or a Subsidiary for Cause or due to the Participant’s resignation from the Company or a Subsidiary or if the Participant elects to take a voluntary leave of absence of more than ninety (90) days, then:

(a) all unvested RSUs credited to such Participant’s Account shall immediately and automatically be forfeited and cancelled on the Termination Date; and

(b) such Participant will not be entitled to any compensation or damages in respect of such forfeiture and cancellation of their RSUs.

(2) Death or Termination of Service. If the Participant’s employment or engagement ceases due to (i) the Participant’s death, disability or retirement, or (ii) the termination of the Participant’s employment or engagement by the Company or a Subsidiary other than for Cause, or the Participant becomes eligible to receive long-term disability benefits, then all unvested RSUs in the Participant’s Account as of the Termination Date or Eligibility Date, as applicable, shall remain outstanding subject to the terms of the Plan until the applicable RSU Vesting Determination Date, and the following shall apply:

(a) If, on the RSU Vesting Determination Date, the Board determines that the vesting conditions were not met for such RSUs, then all unvested RSUs credited to such Participant’s Account shall be forfeited and cancelled and the Participant’s rights to Shares or Cash Equivalent or a combination thereof that relate to such unvested RSUs shall be forfeited and cancelled and the Participant will not be entitled to any compensation or damages in respect of such forfeiture and cancellation of their RSUs.

(b) If, on the RSU Vesting Determination Date, the Board determines that the vesting conditions were met for such RSUs, the Participant shall be entitled to receive pursuant to Section 4.5 that number of Shares or Cash Equivalent or a combination thereof equal to (i) the number of RSUs outstanding in the Participant’s Account in respect of such Restriction Period multiplied by (ii) a fraction, the numerator of which shall be the number of completed months of service of the Participant with the Company or a Subsidiary during the applicable Restriction Period as of the date of the Participant’s Termination Date or Eligibility Date, as applicable, and the denominator of which shall be equal to the total number of months included in the applicable Restriction Period (which calculation shall be made on the applicable RSU Vesting Determination Date) and the Company shall issue such number of Shares or Cash Equivalent or a combination thereof to the Participant or the Participant’s Estate Administrator, as soon as practicable thereafter, but no later than the end of the Restriction Period, and any the Company shall debit the corresponding number of RSUs from the Account of such Participant’s or such deceased Participants’, as the case may be, and the Participant’s rights to all other Shares or Cash Equivalent or a combination thereof that relate to such Participant’s RSUs shall be forfeited and cancelled and the Participant will not be entitled to any compensation or damages in respect of such forfeiture and cancellation of their RSUs.

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(3) General. For greater certainty, where a Participant’s employment or service relationship with the Company or a Subsidiary is terminated pursuant to Section 6.3(1) or Section 6.3(2) hereof following the satisfaction of all vesting conditions in respect of particular RSUs but before receipt of the corresponding distribution or payment in respect of such RSUs, the Participant shall remain entitled to such distribution or payment.

(4) Blackout Period. If the RSU Vesting Determination Date for a Restricted Share Unit occurs during a Blackout Period applicable to the relevant Participant, or within ten (10) Business Days after the expiry of a Blackout Period applicable to the relevant Participant, then the RSU Vesting Determination Date and RSU Settlement Date for that Restricted Share Unit shall be the date that is the tenth (10th) Business Day after the expiry date of the Blackout Period. This Section 6.3(4) applies to all Restricted Share Units outstanding under the Plan.

ARTICLE 7

ADJUSTMENTS AND AMENDMENTS

Section 7.1 Adjustment to Shares.

In the event of (i) any subdivision of the Shares into a greater number of Shares, (ii) any consolidation of Shares into a lesser number of Shares, (iii) any reclassification, reorganization or other change affecting the Shares, (iv) any merger, amalgamation or consolidation of the Company with or into another corporation, or (iv) any distribution to all holders of Shares or other securities in the capital of the Company, of cash, evidences of indebtedness or other assets of the Company (excluding an ordinary course dividend in cash or shares, but including for greater certainty shares or equity interests in a Subsidiary or business unit of the Company or any of its Subsidiaries or cash proceeds of the disposition of such a Subsidiary or business unit) or any transaction or change having a similar effect, then the Board shall in its sole discretion, subject to the required approval of any Stock Exchange, determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with such occurrence or change, including, without limitation:

(a) adjustments to the exercise price of such Award without any change in the total price applicable to the unexercised portion of the Award;

(b) adjustments to the number of Shares to which the Participant is entitled upon exercise or settlement of such Award; or

Section 7.2 Change of Control.

(1) If the Company completes a transaction constituting a Change of Control and within twelve (12) months following the Change of Control (i) a Participant who was also an officer or employee of, or Consultant to, the Company prior to the Change of Control has their position, employment or engagement terminated other than for Cause, or (ii) a Non-Employee Director ceases to act in such capacity, then all unvested RSUs shall

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immediately vest and shall be settled, and all unvested Options shall vest and become exercisable. Notwithstanding this, any unvested RSUs or Options with Performance Criteria attached to them will have the performance measured based on a pro-rata Performance Period up to the Termination Date with any RSUs or Options earned based on Performance Criteria vesting and all RSUs or Options not meeting the Performance Criteria forfeited. Any Options that become exercisable pursuant to this Section 7.2(1) shall remain exercisable until the earlier of (i) the end of the Option Term as set out in the Grant Agreement and (ii) the date that is ninety (90) days after the Participant's Termination Date, after which the Options will immediately and automatically terminate and the Participant will not be entitled to any compensation or damages in respect of the termination of their Options.

(2) Notwithstanding any other provision of this Plan, this Section 7.2 shall not apply with respect to any DSUs held by a Participant where such DSUs are governed under paragraph 6801(d) of the regulations under the Tax Act or any successor to such provision.

Section 7.3 Amendment or Discontinuance of the Plan.

(1) The Board may suspend or terminate the Plan at any time. Notwithstanding the foregoing, any suspension or termination of the Plan shall be such that, with respect to DSUs, the Plan continuously meets the requirements of paragraph 6801(d) of the regulations under the Tax Act or any successor to such provision.

(2) The Board may from time to time, in its absolute discretion and without approval of the shareholders of the Company amend any provision of this Plan, or any Award subject to any regulatory or Stock Exchange requirement at the time of such amendment, including, without limitation:

(i) any amendment to the general vesting provisions, if applicable, of the Awards;

(ii) any amendment regarding the effect of termination of a Participant's employment or engagement;

(iii) any amendment which accelerates the date on which any Option may be exercised under the Plan;

(iv) any amendment necessary to comply with applicable law or the requirements of the Stock Exchange, or any other regulatory body;

(v) any amendment of a "housekeeping" nature, including to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;

(vi) any amendment regarding the administration of the Plan;

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(vii) any amendment to add provisions permitting a form of financial assistance; and

(viii) any other amendment that does not require the approval of the shareholders of the Company under Section 7.3(3)(c).

(3) Notwithstanding Section 7.3(2):

(a) no such amendment shall materially alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Plan;

(b) any amendment that would cause an Award to be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the U.S. Tax Code shall be null and void ab initio;

(i) any increase to the maximum number of Shares issuable under the Plan, except in the event of an adjustment pursuant to Article 7;

(ii) any amendment that extends the Option Term;

(iii) any amendment which extends the expiry date of any Award, or the Restriction Period, or the Performance Period of any RSU beyond the original expiry date or Restriction Period or Performance Period;

(iv) any amendment that increases or removes the limits imposed on Non-Employee Director participation in the Plan;

(v) any amendment that permits Awards granted under the Plan to be transferable or assignable other than for normal estate settlement purposes;

(vi) except in the case of an adjustment pursuant to Article 7, any amendment which reduces the Option Price of an Option or any cancellation of an Option and replacement of such Option with an Option with a lower Option Price;

(vii) any amendment that increases or removes the limits on the maximum number of Shares that may be (i) issuable to Insiders at any time; or (ii) issued to Insiders under the Plan and any other proposed or established Security Based Compensation Arrangement in a one-year period, except in case of an adjustment pursuant to Article 7;

(viii) any amendment to that expands the class of Eligible Participants under the Plan; and

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(ix) any amendment to that removes or reduces the range of amendments that require the approval of the shareholders of the Company under this Section 7.3(3)(c).

ARTICLE 8

MISCELLANEOUS

Section 8.1 Use of an Administrative Agent and Trustee.

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent or trustee to administer the Awards granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Company and the administrative agent will maintain records showing the number of Awards granted to each Participant under the Plan.

Section 8.2 Tax Withholding.

(1) Notwithstanding any other provision of this Plan, all distributions, issuance of Shares or payments to a Participant (or to the Participant’s Estate Administrator) under the Plan shall be made net of such withholdings, including in respect of applicable taxes and source deductions, as the Company determines. If the event giving rise to the withholding obligation involves an issuance of Shares, then, the withholding may be satisfied in such manner as the Company determines, including by (a) having the Participant elect to have the appropriate number of such Shares sold by the Company, the Company’s transfer agent and registrar or any trustee appointed by the Company pursuant to Section 8.1 hereof, on behalf of and as agent for the Participant as soon as permissible and practicable, with the proceeds of such sale being delivered to the Company, which will in turn remit such amounts to the appropriate governmental authorities, or (b) any other mechanism as may be required or determined by the Company as appropriate, provided that if the Shares are issued in satisfaction of an Award governed by Section 7 of the Tax Act such manner of satisfying the Company’s withholding obligations shall be compliant with Section 7 of the Tax Act.

(2) Notwithstanding Section 8.2(1), the applicable tax withholdings may be waived where a Participant directs in writing that a payment be made directly to the Participant’s registered retirement savings plan in circumstances to which subsection 100(3) of the regulations made under the Tax Act apply.

Section 8.3 US Tax Compliance.

(1) Awards granted to U.S. Participants are intended to be comply with, or be exempt from, all aspects of Section 409A and related regulations. Notwithstanding any provision to the contrary, all taxes associated with participation in the Plan, including any liability imposed by Section 409A, shall be borne by the U.S. Participant.

(2) For purposes of interpreting and applying the provisions of any DSU or other Award to subject to Section 409A, the term “termination of employment” or similar phrase will be

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interpreted to mean a “separation from service,” as defined under Section 409A, provided, however, that with respect to an Award subject to the Tax Act, if the Tax Act requires a complete termination of the employment relationship to receive the intended tax treatment, then “termination of employment” will be interpreted to only include a complete termination of the employment relationship.

(3) If payment under any DSU or other Award subject to Section 409A is in connection with the U.S. Participant’s separation from service, and at the time of the separation from service the Participant is subject to the U.S. Tax Code and is considered a “specified employee” (within the meaning of Section 409A), then any payment that would otherwise be payable during the six-month period following the separation from service will be delayed until after the expiration of the six-month period, to the extent necessary to avoid taxes and penalties under Section 409A, provided that any amounts that would have been paid during the six-month period may be paid in a single lump sum on the first day of the seventh month following the separation from service.

Section 8.4 Clawback.

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or Stock Exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or Stock Exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or Stock Exchange listing requirement). Without limiting the generality of the foregoing, the Board may provide in any case that outstanding Awards (whether or not vested or exercisable) and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards will be subject to forfeiture and disgorgement to the Company, with interest and other related earnings, if the Participant to whom the Award was granted violates (i) a non-competition, non-solicitation, confidentiality or other restrictive covenant by which the Participant is bound, or (ii) any policy adopted by the Company applicable to the Participant that provides for forfeiture or disgorgement with respect to incentive compensation that includes Awards under the Plan. In addition, the Board may require forfeiture and disgorgement to the Company of outstanding Awards and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards, with interest and other related earnings, to the extent required by law or applicable Stock Exchange listing standards, including and any related policy adopted by the Company. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees to cooperate fully with the Board, and to cause any and all permitted transferees of the Participant to cooperate fully with the Board, to effectuate any forfeiture or disgorgement required hereunder. Neither the Board nor the Company nor any other person, other than the Participant and their permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or their permitted transferees, if any, that may arise in connection with this Section 8.4 and the Participant will not be entitled to any compensation or damages in respect of any Awards that are subject to clawback in connection with this Section 8.4.

Section 8.5 Securities Law Compliance.

(1) The Plan (including any amendments to it), the terms of the grant of any Award under the Plan, the grant of any Award and exercise of any Option, and the Company’s obligation to

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sell, issue, or deliver Shares in respect of any Awards, shall be subject to all applicable federal, provincial, state and foreign laws, rules and regulations, the rules and regulations of applicable Stock Exchanges and to such approvals by any regulatory or governmental agency as may, as determined by the Company, be required. The Company shall not be obliged by any provision of the Plan or the grant of any Award hereunder to issue, sell or deliver Shares in violation of such laws, rules and regulations or any condition of such approvals.

(2) No Awards shall be granted in the United States and no Shares shall be issued in the United States pursuant to any such Awards unless such Shares are registered under the U.S. Securities Act and any applicable state Securities Laws or an exemption from such registration is available. Any Awards granted in the United States, and any Shares issued pursuant thereto, will be “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act). Any certificate or instrument representing Awards granted in the United States or Shares issued in the United States pursuant to such Awards pursuant to an exemption from registration under the U.S. Securities Act and applicable state Securities Laws shall bear substantially the following legend restricting transfer under applicable United States federal and state Securities Laws:

THE SECURITIES REPRESENTED HEREBY [and for Awards, the following will be added: AND THE SECURITIES ISSUABLE PURSUANT HERETO] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN CONNECTION WITH ANY TRANSFERS PURSUANT TO (C)(1) OR (D) ABOVE, THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THAT EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY”

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IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

(3) No Awards shall be granted, and no Shares shall be issued, sold or delivered hereunder, where such grant, issue, sale or delivery would require registration of the Plan or of the Shares under the Securities Laws of any jurisdiction or the filing of any prospectus for the qualification of same thereunder, and any purported grant of any Award or purported issue or sale of Shares hereunder in violation of this provision shall be void.

(4) The Company shall have no obligation to issue any Shares pursuant to this Plan unless upon official notice of issuance such Shares shall have been duly listed with a Stock Exchange. Shares issued, sold or delivered to Participants under the Plan may be subject to limitations on sale or resale under applicable Securities Laws.

(5) If Shares cannot be issued to a Participant upon the exercise of an Option due to legal or regulatory restrictions, the obligation of the Company to issue such Shares shall terminate and any funds paid to the Company in connection with the exercise of such Option will be returned to the applicable Participant as soon as practicable.

Section 8.6 Compliance with Employment Standards

It is understood and agreed that all provisions of the Plan are subject to all applicable minimum requirements of ESL and it is the intention of the Company and its Subsidiaries to comply with the minimum applicable requirements contained in ESL. Accordingly, the Plan shall: (a) not be interpreted as in any way waiving or contracting out of ESL, and (b) be interpreted to achieve compliance with ESL. In the event that ESL provides for a superior right or entitlement upon termination of employment or otherwise ("Statutory Entitlements") than provided for under the Plan, the Participant will be provided with the Participant's minimum Statutory Entitlements in substitution for the Participant's rights under the Plan. There shall be no presumption of strict interpretation against the Company or any of its Subsidiaries.

Section 8.7 Reorganization of the Company.

The existence of any Awards shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, reclassification, recapitalization, reorganization or other change in the Company's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, shares or other securities of the Company or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

Section 8.8 Quotation of Shares.

So long as the Shares are listed on one or more Stock Exchanges, the Company must apply to such Stock Exchange or Stock Exchanges for the listing or quotation, as applicable, of the Shares underlying the Awards granted under the Plan, however, the Company cannot guarantee that such Shares will be listed or quoted on any Stock Exchange.

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Section 8.9 No Fractional Shares.

No fractional Shares shall be issued upon the exercise or settlement of any Award granted under the Plan and, accordingly, if a Participant would become entitled to a fractional Share upon the exercise or settlement of such Award, or from an adjustment permitted by the terms of this Plan, such Participant shall only have the right to purchase or receive, as the case may be, the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

Section 8.10 Governing Laws.

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

Section 8.11 Severability.

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

Section 8.12 Effective Date of the Plan

The Plan shall be ratified by the shareholders of the Company and shall take effect on [●], 2025.

LEGAL_46449456.9

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Andean Precious Metals Corp. — Proxy Solicitation & Information Statement 2025

47743_rns_2025-05-21_bb79bd8d-4498-432a-83e1-62b45cf5e78d.pdf

ANDEAN PRECIOUS METALS CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Notice-and-Access

Management Information Circular Table of Contents

Notice-and-Access

Request Time Limit

Appointment of Proxyholders

Voting by Proxyholder

Exercise of Discretion by Proxies

Registered Shareholders

Beneficial Shareholders

Revocation of Proxies

Voting by Proxy Generally

Notice to Shareholders in the United States

CURRENCY PRESENTATION

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

ELECTION OF DIRECTORS

ANDEAN PRECIOUS METALS

Biographies of Director Nominees

Peter Gundy, Independent Director

Grant Angwin, Independent Director

Ramiro Gerardo Villarreal Morales, Independent Director

Felipe Carlos Canales Tijerina, Independent Director

Yohann Bouchard, President of the Company, Non-Independent Director

Michele Ashby, Independent Director

Penalties, Sanctions and Corporate Cease Trade Orders

CORPORATE GOVERNANCE

General

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination and Corporate Governance Committee

Compensation Committee

Health, Safety, Environment, Social and Sustainability Committee

Assessments

Diversity and Inclusion

STATEMENT OF EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation

Director compensation, excluding compensation securities

Notes:

Compensation Securities Granted to Directors

ANDEAN

Exercise of Compensation Securities by Directors

NEO compensation, excluding compensation securities

Compensation Securities Granted to NEOs

Exercise of Compensation Securities by Directors and NEOs

Stock option plans and other incentive plans

Employment, Consulting and Management Agreements

Alberto Morales – Executive Chairman and CEO

Juan Carlos Sandoval – CFO

Federico Gil – Vice President Legal and Administration

Marcos Holanda, COO

Oversight and description of director and named executive officer compensation

Compensation Philosophy and Objectives

Overview

Pension disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Audit Committee’s Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

Exemption

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

Receipt of Financial Statements

Setting Number of Directors

Election of Directors

Appointment of Auditor

Approval of New Omnibus Plan

Andean Precious Metals Corp. Proxy Solicitation & Information Statement 2025