Aris Mining Corporation — Capital/Financing Update 2021

Mar 26, 2021

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE is made as of March 24, 2021

BETWEEN:

GRAN COLOMBIA GOLD CORP. , a company existing under the laws of the Province of British Columbia (hereinafter called the “ Corporation ”)

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TSX TRUST COMPANY , a trust company existing under the laws of Canada (hereinafter called the “ Indenture Trustee ”).

WHEREAS the Corporation and the Indenture Trustee entered into a trust indenture dated as of April 4, 2019, as may be supplemented or amended from time to time (the “ Trust Indenture ”), pursuant to which the Corporation may issue Debentures in the aggregate principal amount of up to $20,000,000;

AND WHEREAS pursuant to section 15.1(b) of the Trust Indenture, the Indenture Trustee and the Corporation are permitted to enter into a supplemental indenture in order to add provisions not inconsistent with the Trust Indenture as may be necessary or desirable with respect to matters or questions arising thereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Indenture Trustee relying on an opinion of Counsel will not be prejudicial to the interests of the Debentureholders;

AND WHEREAS it is desirable and in the interests of the Corporation and the Debentureholders to clarify the rights of Debentureholders in connection with section 2.2(b) of the Trust Indenture;

AND WHEREAS this First Supplemental Indenture has been executed and delivered by the Indenture Trustee and the Corporation by way of a supplemental indenture to modify and supplement the provisions of the Trust Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Indenture Trustee;

NOW THEREFORE , in consideration of the premises and the covenants of the parties it is hereby agreed and declared as follows:

ARTICLE I INTERPRETATION

1.1 Definitions.

In this First Supplemental Indenture, all terms contained herein which are defined in the Trust Indenture, as supplemented hereby, shall, for all purposes hereof, have the meanings given to such terms in the Trust Indenture, as supplemented hereby, unless the context otherwise specifies or requires.

1.2 Interpretation.

In this First Supplemental Indenture, “ this First Supplemental Indenture ”, “ hereof ”, “ hereby ” and similar expressions refer to this First Supplemental Indenture and not to any particular Article, Section or other portion hereof, and include any and every instrument supplemental or ancillary hereto or in implementation hereof.

1.3 Gender and Number.

Unless herein otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.4 Interpretation not Affected by Headings, etc.

The division of this First Supplemental Indenture into Articles, Sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this First Supplemental Indenture.

1.5 Time of the Essence.

Time shall be of the essence in all respects in this First Supplemental Indenture.

1.6 Severability.

In the event that any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof, all of which shall remain in full force and effect.

1.7 Conflicts.

In the event of any conflict between the provisions of this First Supplemental Indenture and the Trust Indenture or Debentures, the provisions of this First Supplemental Indenture will govern.

1.8 Applicable Law.

This First Supplemental Indenture shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as an Ontario contract.

1.9 Requirement of Writing.

This First Supplemental Indenture may not be amended, modified or waived except by written instrument signed by the Corporation and the Indenture Trustee to this First Supplemental Indenture.

1.10 Successors and Assigns.

This First Supplemental Indenture shall enure to the benefit of and be binding upon the Corporation and the Indenture Trustee hereto and their respective successors and assigns.

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1.11 Counterparts and Electronic Copies.

This First Supplemental Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and, notwithstanding their date of execution, they shall be deemed to be dated as of the date hereof.

Each of the parties hereto shall be entitled to rely on delivery of a PDF or other electronic copy of this First Supplemental Indenture and acceptance by each such party of any such PDF or other electronic copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.

ARTICLE II SUPPLEMENTAL INDENTURE

2.1 Supplemental Indenture.

This First Supplemental Indenture is supplemental to the Trust Indenture and the Trust Indenture shall henceforth be read in conjunction with this First Supplemental Indenture and the Trust Indenture and this First Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Trust Indenture and this First Supplemental Indenture were contained in the one instrument.

2.2 Amendments.

• (a) The following new Subsection 1.1(gg.1) is hereby added immediately following Section 1.1(gg) of the Trust Indenture:

  • “(gg.1) “ Incremental Redemption Amount ” has the meaning ascribed thereto in Section 2.2(b).”

• (b) The following new Subsection 1.1(gg.2) is hereby added immediately following Section 1.1(gg.1) of the Trust Indenture as revised by Section 2.2(a) hereof:

  • “(gg.2) “ Incremental Redemption Date ” has the meaning ascribed thereto in Section 2.2(b).”

• (c) Section 2.2(b) of the Trust Indenture is hereby deleted in its entirety and replaced with a new Section 2.2(b) as follows:

  • “(b) Commencing on the first anniversary of the Issuance Date and, thereafter, on each yearly anniversary of the Issuance Date, the Corporation may, at its option and subject to applicable regulatory approval, on not more than one occasion during each twelve-month period, redeem up to 10% of the aggregate principal amount of the Debentures then outstanding (each such amount, an “ Incremental Redemption Amount ”), at par plus accrued and unpaid interest, in cash on not less than 30 and not more than 60 days’ prior written notice prior to the redemption date (such specified redemption date, an “ Incremental Redemption Date ”). Up to seven days prior to each Incremental Redemption Date, each Debentureholder may, by written notice to the Corporation and to the Indenture Trustee, elect to convert its pro rata share of the Incremental Redemption Amount into

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Common Shares at the Conversion Price effective as of the Incremental Redemption Date. For the avoidance of doubt, (i) any accrued and unpaid interest on the Incremental Redemption Amount to but excluding the Incremental Redemption Date shall be paid in cash; and (ii) Debentureholders may continue to convert, in whole or in part, the balance of their Debentures into Common Shares in accordance with the terms and conditions hereof at any time prior to the Incremental Redemption Date.”

ARTICLE III MISCELLANEOUS PROVISIONS

3.1 Confirmation of Trust Indenture

On the date hereof, the Trust Indenture shall be supplemented in accordance with this First Supplemental Indenture, and this First Supplemental Indenture shall form part of the Trust Indenture for all purposes, and the holder of every Debenture heretofore or hereafter authenticated and delivered under the Trust Indenture shall be bound thereby. The Trust Indenture, as supplemented by this First Supplemental Indenture, shall remain in full force and effect as supplemented by this First Supplemental Indenture and is in all respects ratified and confirmed. Except as specifically amended by this First Supplemental Indenture, all other terms and conditions of the Trust Indenture shall remain in full force and unchanged.

3.2 Acceptance.

The Indenture Trustee hereby accepts this First Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions set forth herein and in the Trust Indenture, as supplemented and amended hereby.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF the parties hereto have executed this First Supplemental Indenture as of the day and year first above written.

GRAN COLOMBIA GOLD CORP.

Per: “ Michael Davies ” (Signed) Name: Mike Davies Title: Chief Financial Officer

TSX TRUST COMPANY

Per: “ Michael Rosenberg ” (Signed) Name: Michael Rosenberg Title: Senior Trust Officer Per: “ Donald Crawford ” (Signed) Name: Donald Crawford Title: Senior Trust Officer

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