INVESTOR RIGHTS AGREEMENT

Investor Rights Agreement (this Agreement) dated December 27, 2024 between Belo Sun Mining Corp. (the Corporation) and La Mancha Investments S.à r.l. (La Mancha).

WHEREAS the La Mancha group operates a long-standing and well regarded mining investment business focused on the precious and energy transition metals sectors, and aims to actively support its portfolio companies to achieve transformational growth, including by deploying long-term capital, providing operational, technical and board-level expertise, and unlocking access to La Mancha's extensive industry network.

WHEREAS in acknowledgement of the potential for mutually beneficial and value-accretive cooperation between the Corporation and La Mancha, they have entered into this Agreement to provide for certain rights and restrictions in connection with the acquisition by La Mancha of common shares in the capital of the Corporation (Common Shares), including (i) an aggregate of 11,660,790 Common Shares pursuant to a private placement financing with the Corporation (the Private Placement); and (ii) an aggregate of 68,258,287 Common Shares purchased by La Mancha from Sun Valley Gold LLC (the Share Purchase Transaction).

WHEREAS upon the acquisition of Common Shares by La Mancha pursuant to the Share Purchase Transaction and the Private Placement, La Mancha will own approximately 17.1% of the then issued and outstanding Common Shares.

THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

Article 1 ANTI-DILUTION RIGHT

1.1 Anti-Dilution Right.

(a) Commencing on the date hereof, if the Corporation proposes or becomes obligated to issue Common Shares or other voting shares or equity shares of the Corporation (collectively, Voting Shares), or any securities convertible into Voting Shares or entitling the holder thereof to acquire Voting Shares (collectively, Convertible Securities) (each such issuance of Voting Shares or Convertible Securities, including pursuant to a Non-Cash Transaction (as defined below), an Issue), La Mancha shall have the right but not the obligation to subscribe for additional Voting Shares or Convertible Securities, as applicable, (the Anti-dilution Right) as follows:

(i) in the case of an Issue of Voting Shares, such number of Voting Shares such that the ratio after the Issue, assuming full exercise of the Anti-dilution Right, of (A) the aggregate number of Voting Shares held by La Mancha and its affiliates, to (B) the aggregate number of outstanding Voting Shares, shall be the same as the corresponding ratio immediately before the Issue; and

(ii) in the case of an Issue of Convertible Securities, such number of Convertible Securities such that the ratio after the Issue, assuming full exercise of the Anti-dilution Right, of (A) the aggregate number of Voting Shares held by La Mancha and its affiliates and Voting Shares into which Convertible Securities held by La Mancha and its affiliates and issued as part of the Issue held by La Mancha and its affiliates are convertible, to (B) the aggregate number of outstanding Voting Shares and Voting Shares into which outstanding Convertible Securities issued as part of the Issue are convertible, shall be the same as the corresponding ratio immediately before the Issue.

(b) Other than in respect of a Non-Cash Transaction (as to which the final sentence of Section 1.1(d) shall apply), the Corporation shall provide written notice to La Mancha (the Offering Notice) of an Issue as soon as possible after the public announcement of the

Issue but in any event on the date on which the Corporation files a preliminary prospectus, registration statement or other offering document in connection with an Issue that constitutes a public offering of Voting Shares or Convertible Securities or the entry into one or more subscription or purchase agreement in connection with an Issue that constitutes a private offering or placement of Voting Shares or Convertible Securities and at least ten (10) business days prior to the expected completion date of the Issue, or in the case of a public Issue that is a fully underwritten public offering on a bought deal basis pursuant to which an underwriter or a group of underwriters have committed to purchase securities of the Corporation pursuant to a "bought deal" letter prior to the filing of a prospectus or prospectus supplement (a Bought Deal), as soon as possible, but in any event not later than the earlier of: (A) the date on which an underwriter is retained for the Bought Deal, (B) the date on which the Corporation files a preliminary prospectus, registration statement or other offering document in connection with an Issue that constitutes a Bought Deal public offering of Voting Shares or Convertible Securities, and (C) five (5) business days prior to the expected completion date of the Issue. An Offering Notice shall set out (i) the number of Voting Shares or Convertible Securities to be issued, (ii) if not Voting Shares, the rights, privileges, restrictions, terms and conditions of any Convertible Securities to be issued, (iii) the proposed subscription price per Voting Share or Convertible Security to be issued, as applicable, (iv) if there is any non-cash consideration, a description of such non-cash consideration in sufficient detail to permit La Mancha to assess the fair market value of such non-cash consideration and the good faith calculation of the fair market value of such non-cash consideration by the board of directors of the Corporation (the Board), (v) the total number of outstanding Voting Shares and Convertible Securities at such time, and (vi) the proposed closing date of the Issue.

(c) If La Mancha exercises the Anti-dilution Right in accordance with Section 1.2, the subscription price per share at which Voting Shares or Convertible Securities, as applicable, will be issued by the Corporation to La Mancha pursuant to such exercise shall, subject to Section 1.1(d), be an amount in cash equal to the greater of: (i) the price reflecting the maximum permitted discount under exchange rules for the Voting Shares or Convertible Securities, as the case may be, as of the date of the issuance of such securities, determined in accordance with the rules of the stock exchange on which the such securities are then listed; and (ii) the price for which each Voting Share or Convertible Security, as applicable, is issued or deemed to be issued by the Corporation in connection with the Issue.

(d) If the Corporation issues Voting Shares or Convertible Securities for non-cash consideration in connection with (i) an acquisition of shares or assets of a third party, or (ii) a merger, amalgamation, arrangement, reorganization or other business combination resulting in a combined company (for greater certainty, excluding any merger, amalgamation, arrangement, reorganization or other business combination solely involving the Corporation and one or more of its affiliates) any event contemplated in (i) and (ii) being a Non-Cash Transaction), La Mancha shall be entitled to exercise the Anti-dilution Right in accordance with Section 1.2 to permit it to acquire Voting Shares or Convertible Securities of the combined company so as to achieve the same Ownership Interest (as defined below) that La Mancha and its affiliates held in the Corporation prior to the completion of such transaction, at the sale price per share equal to the greater of (i) the five (5)-day volume-weighted average price of the Common Shares on the exchange on which the Common Shares are listed on the day preceding the announcement of such Non-Cash Transaction or (ii) the price reflecting the maximum permitted discount under exchange rules for the Voting Shares as of the date of the issuance of the Voting Shares under this Section 1.1(d), determined in accordance with the rules of the stock exchange on which the Voting Shares are then listed. In the case of a Non-Cash Transaction, the Corporation shall use its commercially reasonable efforts to give the Offering Notice to La Mancha at least ten (10) business days before the announcement of the Non-Cash Transaction but in any event no later than the announcement of the Non-Cash Transaction provided that the Corporation shall be permitted to omit the pricing information from such

Offering Notice if it is not known to the Corporation at the time the Offering Notice is given and the Corporation shall not be in breach of this Agreement as a result thereof; provided that it provides La Mancha with an expected price range and provided further that the Corporation shall promptly notify La Mancha of the pricing information omitted from the Offering Notice after it becomes known to the Corporation.

(e) Notwithstanding anything to the contrary contained herein, Convertible Securities for purposes of Sections 1.1, 1.2, 1.4 and 1.5 shall not include (i) equity, incentive or compensation securities, including stock options, deferred share units, restricted share units, bonus shares or other similar securities granted to directors, officers, employees or consultants of the Corporation or its subsidiaries in accordance with the terms of the Corporation's security-based compensation arrangements approved by the shareholders of the Corporation from time to time (collectively, Incentive Securities), or (ii) Convertible Securities outstanding as of the date thereof.

(f) For the purpose of this Agreement (i) "affiliate" has the meaning ascribed to such term in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators, provided always that La Mancha's ultimate affiliate is La Mancha Holdings S.a r.l., a société à responsabilité limitée incorporated under the laws of Luxembourg, (ii) "business day" means any day, other than a Saturday, Sunday or statutory holiday, on which banks in Toronto, Ontario and London, United Kingdom are open for commercial banking business during normal banking hours, (iii) for the purposes of Section 1.1(b), "expected completion date" shall mean the settlement date calculated on a T+3 basis and (iv) the words including, includes, or similar phrases shall be deemed to be followed by the words without limitation.

(g) If the deadline for the exercise of the Anti-dilution Right, the Top-Up Right (as defined below) or any other subscription right of La Mancha under this Agreement falls on a day on which a trading blackout in respect of the Corporation is in effect, such deadline shall be extended by ten (10) business days following the expiry of such trading blackout period. The Corporation shall, if appropriate and permissible, promptly notify La Mancha of the commencement and expiry of any trading blackout period.

1.2 Exercise of Anti-Dilution Right.

(a) If La Mancha wishes to exercise the Anti-dilution Right in respect of a particular Issue, La Mancha shall give written notice to the Corporation (the Exercise Notice) of the exercise of such right and of the number of Voting Shares or Convertible Securities, as applicable, La Mancha wishes to purchase, within five (5) business days or, in the case of a Bought Deal, two (2) business days, after the date of receipt of the Offering Notice or, in the case of a Non-Cash Transaction, within the later of ten (10) business days after the date of receipt of the Offering Notice or five (5) business days after the determination of the sale price per share in accordance with Section 1.1(d) (the Anti-dilution Right Notice Period). Without prejudice to Section 1.2(c), La Mancha will in any event deliver any Exercise Notice to the Corporation in time for the Anti-dilution Right to be exercised concurrently with the closing of the Issue. If La Mancha does not provide an Exercise Notice during the Anti-dilution Rights Notice Period in respect of any Issue, it will be deemed to have irrevocably waived its Anti-dilution Right in respect of such Issue, provided that for the avoidance of doubt such waiver shall not affect La Mancha's rights under Section 1.2(c). If La Mancha elects, or is deemed to have elected, not to exercise its Anti-dilution Right in respect of a particular Issue, then the Corporation may complete the Issue without the participation of La Mancha; provided that the completion of such Issue be upon the same terms and conditions as those set out in the Offering Notice provided to La Mancha by the Corporation and provided that if the Corporation has not completed the Issue within ninety (90) business days of the expiry of the Anti-dilution Right Notice Period, the Corporation shall not thereafter proceed with such Offering without providing La Mancha with another opportunity to exercise its Anti-dilution Right in respect of such Issue.

(b) If the Corporation receives an Exercise Notice from La Mancha within the Anti-dilution Right Notice Period, then the Corporation shall, subject to the receipt and continued effectiveness of all required regulatory approvals (including stock exchange approvals), which approvals the Corporation shall use commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations), and subject to the limits set forth in Section 1.4, issue to La Mancha, against payment in immediately available funds of the subscription price payable in respect thereof, that number of Voting Shares or Convertible Securities, as applicable, set forth in the Exercise Notice. The closing of any private placement pursuant to an exercise of the Anti-dilution Right by La Mancha will take place on the date that is not later than the later of the tenth (10th) business day after the expiry of the Anti-dilution Right Notice Period and the closing of the Issue, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same. If an Issue is to occur pursuant to a public offering, the Corporation shall use commercially reasonable efforts to include in such public offering the Voting Shares and Convertible Securities issuable to La Mancha hereunder. For greater certainty, in the case of any Issue which is terminated, abandoned or otherwise not completed, the Offering Notice in respect thereof and any Exercise Notice given in response thereto shall be deemed to be null and void and the parties shall not close any exercise of the Anti-Dilution Right in respect thereof.

(c) In the context of a Bought Deal, if La Mancha has informed the Corporation in writing of its desire to exercise its Anti-dilution Right in respect of such Bought Deal but, notwithstanding La Mancha's commercial best efforts, La Mancha has not issued such Exercise Notice within the above-mentioned two (2) business days period or is otherwise not in position to exercise its Anti-dilution Right concurrently with the closing of the Issue, La Mancha shall have the right, exercisable upon prior written notice to the Corporation at any time and from time to time thereafter but prior to the date that is thirty (30) days after the later of (i) the closing of such Bought Deal (and, for greater certainty, excluding any over-allotment option period); or (ii) the termination of any standstill period agreed between the Corporation and the underwriter(s) related to the Bought Deal, to subscribe for, on a private placement basis, at the greater of (x) the price under the Bought Deal and (y) the maximum permitted discounted price of Voting Shares or Convertible Securities, as applicable, as of the date of such notice determined in accordance with the rules of the stock exchange on which the Voting Shares are then listed, such number (or part thereof as may be elected by La Mancha) of Voting Shares or Convertible Securities subject to the Bought Deal as will enable La Mancha and its affiliates to maintain the same Ownership Interest that La Mancha and its affiliates would otherwise have been initially entitled to, absent the Bought Deal (including the issuance of any Voting Shares or Convertible Securities to which La Mancha would have been entitled pursuant to a new Issue by the Corporation after such Bought Deal). The closing of any private placement pursuant to an exercise of the subscription right in this Section 1.2(c) by La Mancha will take place on the date that is not later than ten (10) business days after La Mancha's notice of exercise, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same.

1.3 Exceptions to Anti-Dilution Right.

The Anti-dilution Right shall not apply in the event of an Issue in the following circumstances:

(a) Voting Shares issuable upon the exercise of Convertible Securities outstanding as of the date hereof;

(b) Voting Shares or Convertible Securities that are (i) Incentive Securities or (ii) issuable upon the exercise of Incentive Securities;

(c) Voting Shares issued or issuable upon the exercise of Convertible Securities issued pursuant to any Issue following the date hereof in respect of which La Mancha either (i) has exercised the Anti-dilution Right in whole or in part, or (ii) has waived or is deemed to have waived its Anti-dilution Right; or

(d) Voting Shares or Convertible Securities that are issued in connection with any rights offering, stock split, stock dividend or recapitalization by the Corporation in which all shareholders or recipients of a class are affected equally.

1.4 Regulatory Cutback.

(a) If pursuant to the rules of any stock exchange on which Voting Shares are listed or applicable securities laws the exercise of the Anti-dilution Right by La Mancha results in a requirement for the Corporation to obtain shareholder approval for the issuance of Voting Shares or Convertible Securities to La Mancha, La Mancha shall accept such lesser number of Voting Shares or Convertible Securities, as applicable, as will not trigger such requirement (a Regulatory Cutback).

(b) If a Regulatory Cutback applies, the Corporation hereby covenants to use commercially reasonable efforts to obtain and recommend, at the next meeting of shareholders of the Corporation following completion of the transaction to which such Regulatory Cutback applies, the approval of the shareholders of the Corporation in respect of (i) the issuance of the Voting Shares or Convertible Securities subject to the Regulatory Cutback (at the same price as would have been applicable had the Regulatory Cutback not been required, subject to receipt of applicable regulatory, including stock exchange, and shareholder approvals) so as to allow La Mancha and its affiliates to achieve the same Ownership Interest that La Mancha and its affiliates would otherwise have been initially entitled to, absent the Regulatory Cutback, and (ii) the issuance of any Voting Shares or Convertible Securities which La Mancha would have been entitled to purchase pursuant to a new Issue by the Corporation after a Regulatory Cutback has been triggered (but only to the extent that La Mancha exercised the Anti-dilution Right in respect of such new Issue and was not able to purchase the full number of Voting Shares or Convertible Securities that it otherwise would have been entitled to purchase absent the Regulatory Cutback). The closing of any private placement to La Mancha so approved by the shareholders of the Corporation will take place on the date that is not later than ten (10) business days after the date of such approval, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same.

(c) If shareholder approval contemplated by Section 1.4(b) is not obtained at the next meeting of shareholders of the Corporation following completion of the transaction to which a Regulatory Cutback applies, La Mancha shall, subject to receipt of applicable regulatory, including stock exchange, approvals, and only to the extent that shareholder approval shall not be required in connection therewith, have the right exercisable upon prior written notice to the Corporation at any time and from time to time thereafter to subscribe for, on a private placement basis, at the greater of (i) the same price as would have been applicable had the Regulatory Cutback not been required and (ii) the price reflecting the maximum permitted discount under exchange rules for the Voting Shares or Convertible Securities as of the date of such notice, determined in accordance with the rules of the stock exchange on which the Voting Shares are then listed, such number (or part thereof as may be elected by La Mancha) of Voting Shares or Convertible Securities subject to the Regulatory Cutback as will enable La Mancha and its affiliates to maintain the same Ownership Interest that La Mancha and its affiliates would otherwise have been initially entitled to, absent the Regulatory Cutback (including the issue of any Voting Shares or Convertible Securities which La Mancha would have been entitled to purchase pursuant to a new Issue by the Corporation after such Regulatory Cutback (but only to the extent that La Mancha exercised the Anti-dilution Right in respect of such new Issue and was not able

to purchase the full number of Voting Shares or Convertible Securities that it otherwise would have been entitled to purchase absent the Regulatory Cutback)). The closing of any private placement pursuant to an exercise of the subscription right in this Section 1.4(c) by La Mancha will take place on the date that is not later than ten (10) business days after La Mancha's notice of exercise, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same.

1.5 Top-Up Right.

The Corporation shall give notice to La Mancha, within thirty-one (31) days after the end of each calendar year, of the number of Voting Shares issued during such previous calendar year (a) that are Incentive Securities, (b) pursuant to the exercise of Incentive Securities or (c) pursuant to the exercise of Convertible Securities outstanding as of the date hereof (Top-Up Voting Shares), which notice shall be provided regardless of whether any Top-Up Voting Shares were issued during the applicable calendar year, and shall, subject to, and in accordance with, the Toronto Stock Exchange pricing rules in Section 607(e) of the Toronto Stock Exchange Company Manual (the "Manual") and dilution rules in Section 607(q) of the Manual, make an irrevocable offer (the Top-Up Incentive Offer) to La Mancha open for a period of sixty (60) days from the date of such notice or, if such date falls on a day on which a trading blackout in respect of the Corporation is in effect, ten (10) business days following the expiry of such trading blackout period, to subscribe for, on a private placement basis, at the sale price per share equal to the greater of (i) ninety-five percent (95%) of the five (5)-day volume-weighted average price of the Common Shares on the exchange on which the Common Shares are listed on the day preceding the making of such offer or (ii) the price reflecting the maximum permitted discount under exchange rules for the Voting Shares as of the date of the issuance of the Voting Shares under this Section 1.5, determined in accordance with the rules of the stock exchange on which the Voting Shares are then listed, such number of Voting Shares as will enable La Mancha to maintain the same Ownership Interest in the Corporation that it would have had at the end of the previous calendar year if the Corporation had not issued such Top-Up Voting Shares (after taking into account the issuance of any Voting Shares or Convertible Securities which La Mancha would have been entitled to purchase pursuant to a new Issue by the Corporation after any such issuance of Top-Up Voting Shares (but only to the extent that La Mancha exercised the Anti-dilution Right in respect of such new Issue and was not able to purchase the full number of Voting Shares or Convertible Securities that it otherwise would have been entitled to purchase as a result of the issue of such Top-Up Voting Shares)) (the Top-Up Right), provided that La Mancha shall be entitled to exercise its Top-Up Right in any calendar year to increase its Ownership Interest up to a maximum of 15% regardless of whether any Top-Up Voting Shares were issued during the preceding calendar year. For greater certainty, if La Mancha fails to exercise the Anti-dilution Right in whole or in part in respect of any issue of Voting Shares or Convertible Securities, other than provided for herein, La Mancha shall not be entitled to exercise the Top-Up Right to increase the Ownership Interest to an amount that is greater than the Ownership Interest immediately following any such failure to exercise the Anti-dilution Right. If a Top-Up Incentive Offer is accepted by La Mancha, the purchase and sale of Voting Shares subject to the Top-Up Incentive Offer shall be completed within ten (10) business days from the date of such acceptance, provided that the period within which the purchase and sale of Voting Shares subject to the Top-Up Incentive Offer may be extended by the Corporation if such extension may be necessary to comply with the requirements of the stock exchange on which the Voting Shares are then listed. La Mancha's right to receive a Top-Up Incentive Offer will remain in effect at any time that La Mancha remains entitled to exercise the Anti-dilution Right, and for the purpose of determining if La Mancha retains such right, the number of Top-Up Voting Shares issued during such calendar year shall not be taken into account. If any exercise of a Top-Up Right shall be subject to the approval of the Corporation's shareholders, the Corporation shall use its commercially reasonable efforts to cause the approval of such Top-Up Right at the next meeting of shareholders that is convened by the Corporation to allow La Mancha to exercise its Top-Up Right. The Company shall solicit proxies from its shareholders for use at such meeting to obtain such approval (provided that the Corporation shall be under no obligation to retain or engage any proxy solicitation firm or service for this purpose).

1.6 Termination of Anti-Dilution Right and Top-Up Right.

The Anti-dilution Right and Top-Up Right set forth in this Agreement shall terminate and be of no further force or effect after any time La Mancha's Ownership Interest is less than ten percent (10%). For the purpose of this Agreement, Ownership Interest at any time means the percentage obtained by dividing (a) the aggregate number of Voting Shares held by La Mancha and its affiliates at such time (plus (i) any Voting Shares in respect of which La Mancha would have been entitled to exercise the Anti-dilution Right but for a Regulatory Cutback unless La Mancha fails to exercise its subscription right under Section 1.4(c) in respect of such Voting Shares, (ii) any Voting Shares in respect of which La Mancha is entitled at such time to exercise its subscription right under Section 1.2(c) and (iii) any Voting Shares in respect of which La Mancha is entitled at such time to exercise its Top-Up Right) by (b) the aggregate number of outstanding Voting Shares at such time (plus (i) any Voting Shares in respect of which La Mancha would have been entitled to exercise the Anti-dilution Right but for a Regulatory Cutback unless La Mancha fails to exercise its subscription right under Section 1.4(c) in respect of such Voting Shares, (ii) any Voting Shares in respect of which La Mancha is entitled at such time to exercise its subscription right under Section 1.2(c) and (iii) any Voting Shares in respect of which La Mancha is entitled at such time to exercise its Top-Up Right).

Article 2

NOMINATION RIGHTS

2.1 Nomination Rights to Board of Directors.

(a) From and after the date hereof, if La Mancha's Ownership Interest is:

(i) ten percent (10%) or more at the relevant time, La Mancha shall be entitled to designate one (1) individual (the La Mancha Nominee) to be nominated to serve as a director of the Corporation; and
(ii) seventeen point five percent (17.5%) or more at the relevant time, the La Mancha Nominee and any other member of the Board shall be entitled to propose one (1) individual (the Additional Nominee) to be nominated to serve as an independent director of the Corporation, provided that such nomination shall only be effective where approved by a majority of the Board, including the La Mancha Nominee.

For the avoidance of doubt, (A) although La Mancha has the right to nominate a La Mancha Nominee and to propose the nomination of an Additional Nominee, it shall not be required to make any such nomination or proposal and (B) where La Mancha has reached the Ownership Interest threshold set out in Section 2.1(a)(ii), the right set out in that Section is cumulative with the right set out Section 2.1(a)(i).

(b) If an Additional Nominee candidate proposed by the La Mancha Nominee is not approved by the Board in the manner described in Section 2.1(a)(ii):

(i) the Board shall provide the La Mancha Nominee with detailed reasons in writing for not approving that candidate; and
(ii) such non-approval shall be without prejudice to the La Mancha Nominee's right to put forward alternative Additional Nominee candidates on the terms of Section 2.1(a)(ii).

(c) The rights set out in this Section 2.1 shall remain in effect for so long as La Mancha's Ownership Interest is ten percent (10%) or more. Notwithstanding the foregoing, if prior to the next shareholders meeting of the Corporation at which directors are to be elected which takes place after La Mancha's Ownership Interest falls below ten percent (10%), La Mancha has increased its Ownership Interest to at least ten percent (10%), the rights set out in this Section 2.1 shall be reinstated. For greater certainty, the exercise of rights so reinstated shall remain subject to the Ownership Interest thresholds set out in Section 2.1(a).
(d) The Corporation shall promptly take all steps as may be necessary to appoint, within ten (10) business days of such persons' nominations, the La Mancha Nominee and, subject to

Section 2.1(e), the Additional Nominee, to serve on the Board until the next meeting of shareholders of the Corporation.

(e) If applicable law does not permit the Additional Nominee to be appointed to the Board prior to his or her approval as a director by the Corporation's shareholders:

(i) for greater certainty, Section 2.3 shall operate to cause the Corporation to cause the Additional Nominee to be included in the nominees proposed by the Board to the Corporation's shareholders for approval as directors at the next meeting of the shareholders of the Corporation where directors are to be elected; and
(ii) until the date of such meeting of the shareholders of the Corporation, La Mancha shall have the right, but not the obligation, to designate the Additional Nominee to act as a Board observer on the terms set out in Schedule to this Agreement.

(f) If any La Mancha Nominee ceases to hold office as a director of the Corporation for any reason (including death, disability or resignation), La Mancha shall be entitled to nominate an individual to replace him or her and the Corporation shall promptly take all steps as may be necessary to appoint, within ten (10) business days of such nomination, such individual to the Board to replace the La Mancha Nominee who has ceased to hold office. Any such succeeding individual shall thereafter be a La Mancha Nominee.

(g) If any Additional Nominee ceases to hold office as a director of the Corporation for any reason (including death, disability or resignation), an individual to replace him or her may be nominated on the terms of Section 2.1(a)(ii) and the Corporation shall promptly take all steps as may be necessary to appoint, within ten (10) business days of any such nomination, such individual to the Board to replace the Additional Nominee who has ceased to hold office. Any such succeeding individual shall thereafter be the Additional Nominee.

(h) Each La Mancha Nominee and Additional Nominee holding office as a director shall be entitled to:

(i) be reimbursed by the Corporation for reasonable travel and other expenses incurred by him or her in connection with his or her duties as a director and/or member of any committee of the Board;
(ii) compensation that is no less favourable than the compensation that is paid to the other members of the Board.
(iii) the benefit of any directors' liability insurance or indemnity to which other directors of the Corporation are entitled.

2.2 Nomination Rights to Committees.

For so long as La Mancha has the right to designate a La Mancha Nominee pursuant to Section 2.1, La Mancha shall be entitled, but shall not be obligated, to have the La Mancha Nominee or the Additional Nominee (at La Mancha's election) on the CEO Search Committee (as defined below) and any two other committees of the Board (at La Mancha's election), provided that the person so designated to such committee meets the independence and competency requirements under applicable securities law. For greater certainty, La Mancha's choice of nominee shall be made separately for each committee.

2.3 Election of Directors.

The Corporation shall notify La Mancha in writing immediately upon determining the date of any meeting of shareholders of the Corporation where directors are to be elected. The Corporation shall cause each La Mancha Nominee and Additional Nominee to be included in the nominees proposed by the Board to the Corporation's shareholders for approval as directors at each meeting of the shareholders of the Corporation where directors are to be elected. The Corporation shall solicit proxies from its shareholders and recommend that shareholders vote in favour of the La Mancha Nominee and the Additional Nominee as directors proposed for election in the Corporation's management information circulars in connection with annual and special meetings of shareholders at which directors are to be elected (provided that the

Corporation shall be under no obligation to retain or engage any proxy solicitation firm or service for this purpose).

2.4 Qualifications of La Mancha Nominees and Additional Nominees.

Each of the La Mancha Nominee and the Additional Nominee shall be an individual who consents in writing to act as a director of the Corporation and is not disqualified from acting as a director of the Corporation under applicable law or under the rules of any stock exchange on which Voting Shares are listed.

Article 3

RESTRICTIONS ON DISPOSITIONS AND STANDSTILL COVENANTS

3.1 Restrictions on Dispositions.

Subject to Sections 3.3 and 3.4, La Mancha shall not, and shall cause its affiliates not to, directly or indirectly, sell, transfer, grant an option on, pledge, gift, assign, convey, hypothecate, grant any lien on or otherwise dispose of any right or interest in all or any portion of the Voting Shares or Convertible Securities beneficially owned, directly or indirectly, by La Mancha or its affiliates as of the date thereof, or sell, transfer or otherwise dispose of its economic interest therein or economic consequences of ownership of such Voting Shares or Convertible Securities for a period of twelve (12) months following the date thereof (the Restricted Period) without the prior written consent of the Corporation.

3.2 Standstill Covenant.

Subject to Sections 3.3 and 3.4, for the Restricted Period, neither La Mancha nor its affiliates shall, in any manner, directly or indirectly, alone or through any other affiliate or jointly or in concert with any other person, without the prior written consent of the Corporation, effect, seek, offer or propose, or in any way assist or advise any other person to effect, seek, offer or propose, by any means whatsoever, in each case whether publicly or otherwise:

(a) to acquire or participate in any direct or indirect acquisition of any securities or options to acquire any securities of the Corporation where following such transaction the Ownership Interest of La Mancha, together with any affiliates, joint actors and parties acting in concert, would collectively exceed 19.9% (the Standstill Threshold); or
(b) to make or participate in any solicitation of proxies to vote, or seek to advise any other person with respect to the voting of any voting securities of the Corporation or form, join, or in any way participate in a group, or act jointly or in concert with any person with respect to any voting securities of the Corporation.

3.3 Exceptions.

The provisions of Section 3.1 and Section 3.2 shall not prohibit or restrict La Mancha nor any of its affiliates from:

(a) exercising its rights under this Agreement;
(b) tendering its Voting Shares or Convertible Securities under a take-over bid for such class of Voting Shares or Convertible Securities, provided such take-over bid was not commenced in violation of the restrictions in Section 3.2;
(c) selling or transferring its Voting Shares or Convertible Securities to any of its affiliates, so long as La Mancha causes any such affiliates to whom such Voting Shares or Convertible Securities are transferred to expressly agree in writing with the Corporation by an instrument in form and substance acceptable to the Corporation (acting reasonably) to be bound by the terms of this Agreement;
(d) entering into, or performing its obligations under, the call option agreement dated on or about the date thereof between La Mancha and a certain counterparty in respect of an amount of Common Shares not exceeding 9.99% of the issued and outstanding Common Shares;

(e) disposing of its Voting Shares or Convertible Securities by operation of a statutory amalgamation, statutory arrangement or other statutory procedure involving the Corporation;

(f) transferring, selling or tendering any or all of its Voting Shares to the Corporation for purchase and cancellation under any normal course issuer bid or substantial issuer bid of the Corporation in place from time to time and in accordance with all applicable rules and regulations pertaining thereto;

(g) transferring any or all of its Voting Shares or Convertible Securities to any nominee or custodian where there is no change in beneficial ownership;

(h) acquiring Voting Shares in connection with the exercise of any Convertible Securities issued to La Mancha pursuant to its rights under this Agreement;

(i) increasing its Ownership Interest above the Standstill Threshold if such increase results from the terms or exercise of Convertible Securities or a reduction in the issued and outstanding Voting Shares or Convertible Securities due to actions by the Corporation or by the holders of such Convertible Securities and not from the acquisition by La Mancha of additional Voting Shares through: (i) a public offering; (ii) the exercise by La Mancha of Convertible Securities; (iii) a private placement; or (iv) on the open market;

(j) granting a security interest, including a pledge, hypothec or lien over its Voting Shares or Convertible Securities in favour of (i) a bank or other financial institution that provides financing to La Mancha or an affiliate thereof, or (ii) a security trustee, facility agent or security agent on behalf of a bank or other financial institution that provides financing to La Mancha or an affiliate thereof, in each case as security for the indebtedness of La Mancha or any of its affiliates, pursuant to which actions to enforce any such security interest granted in connection with any such indebtedness may be taken by any secured parties following a default by La Mancha (or any of its affiliates, as applicable) or any event triggering enforcement under such indebtedness in accordance with its terms;

(k) entering into a derivative financing agreement, including a collar with call options, in relation to its Voting Shares or Convertible Securities, pursuant to which actions to enforce obligations under any such agreement may be taken by a counterparty in accordance with its terms; and

(l) making a private proposal to the Corporation to acquire Voting Shares or Convertible Securities provided that such private proposal is not reasonably expected to trigger any immediate disclosure obligations on the part of the Corporation or of La Mancha or its affiliates or under applicable securities laws.

3.4 Termination of Restrictions on Dispositions and Standstill Covenants.

Sections 3.1 and 3.2 shall cease to be of any force or effect as and from the date of public announcement of or public disclosure of commencement of:

(a) a take-over bid, which if completed would result in the acquisition of 50% or more of the Voting Shares by any person or group of persons (other than La Mancha and its affiliates) (a Bid Transaction) that the Board has publicly recommended that shareholders accept; or

(b) any merger, amalgamation, arrangement, asset purchase and sale or other business combination transaction or other extraordinary transaction involving or relating to the Corporation or any of its affiliates that the Board has publicly recommended that shareholders of the Corporation approve and which if completed would result in (i) any class of outstanding voting securities of the Corporation being converted into cash or securities of another person or entity resulting in shareholders of the Corporation holding less than 50% of the equity securities of the resulting entity, or (ii) all or substantially all of the Corporation's assets (on a consolidated basis) being sold to any person, entity or group (other than La Mancha or any of its affiliates) (a Business Combination Transaction);

10 -

until the earlier of the termination or abandonment of the Bid Transaction or the Business Combination Transaction, provided that if La Mancha has commenced any take-over bid, exchange offer, merger, amalgamation, arrangement, reorganization or other business combination involving the Corporation or its affiliates or any of their assets, or similar transaction for any securities or assets of the Corporation and/or any of its affiliates after the date of such Bid Transaction or Business Combination Transaction, it shall be entitled to continue such transactions notwithstanding the termination or abandonment of the Bid Transaction or Business Combination Transaction.

3.5 NDA Standstill Sunset

This Article 3 replaces in its entirety clause 7 (Standstill) of the confidentiality agreement between the Parties dated October 4, 2024, and such clause shall have no further effect from the date hereof.

Article 4

COVENANTS OF THE CORPORATION

4.1 Anti-Money Laundering Laws.

The Corporation and its affiliates shall at all times comply, and shall ensure that their respective directors, officers, employees and consultants comply, with all applicable financial recordkeeping and reporting requirements of applicable anti-money laundering statutes, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulators and stock exchange on which the Common Shares are listed. The Corporation shall immediately notify La Mancha upon becoming aware of any breach or suspected breach of any Anti-Money Laundering Law by any such persons.

4.2 Stock Exchange Listing.

The Corporation shall:

(a) maintain the Corporation's status as a "reporting issuer" not in default under applicable Canadian securities laws; provided that should the Corporation become in default under such applicable securities laws, it shall use best efforts to cure such default as expeditiously as possible; and

(b) maintain the listing of the Common Shares on the Toronto Stock Exchange (the TSX) or any other recognized stock exchange in North America with similar listing requirements;

provided that the foregoing is subject to the obligations of the directors of the Corporation to comply with their fiduciary duties and the foregoing shall not prevent the Corporation from completing any transaction which would result in it ceasing to be a reporting issuer or the Common Shares ceasing to be listed or quoted on a stock exchange so long as the holders of Common Shares receive, in connection therewith, securities of an entity which is listed on a recognized stock exchange or cash, or the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws.

4.3 CEO Search Committee

The Corporation shall within 30 business days of the date thereof:

(a) create a committee of the Board, comprising the La Mancha Nominee, the interim CEO of the Corporation as at the date hereof and two additional directors, which committee shall be tasked with expeditiously conducting a search for one or more candidates for the role of permanent chief executive officer of the Corporation (Permanent CEO) having the appropriate skills, qualifications and experience for such role (the CEO Search Committee); and

(b) in consultation with La Mancha, put in place terms of reference for the CEO Search Committee, which terms of reference shall include terms that (i) the La Mancha Nominee

or Additional Nominee appointed to the CEO Search Committee may propose to the CEO Search Committee for consideration a reasonable number of Permanent CEO candidates and (ii) if the CEO Search Committee proposes not to recommend to the Board a Permanent CEO candidate proposed by the La Mancha Nominee or the Additional Nominee, it must formulate detailed reasons for so doing and reflect the same in minutes of the CEO Search Committee.

4.4 Registration Rights Agreement

Upon written request of La Mancha, the Corporation shall enter into good faith negotiations with La Mancha with the intent to enter into a registration rights agreement in which the Corporation provides La Mancha with customary qualification rights (including as to shelf prospectuses, demand registrations and piggyback registrations), as well as indemnification in respect of the same, provided that La Mancha may only make such request:

(a) from the date hereof until the date that falls 36 months from the date hereof, where the aggregate subscription price of treasury securities in the Corporation subscribed to by La Mancha exceeds C$20 million; and
(b) after the date that falls 36 months from the date hereof and prior to the date that falls 72 months from the date hereof, where the aggregate subscription price of treasury securities in the Corporation subscribed to by La Mancha exceeds C$50 million,

in each case taking into account the aggregate subscription price of the securities in the Corporation acquired by La Mancha pursuant to the Private Placement.

4.5 Board Size

The Corporation shall not without the prior written consent of La Mancha increase the size of the Board beyond seven (7) directors.

Article 5

INDEMNIFICATION

5.1 Survival.

(a) All covenants and agreements contained herein shall survive in accordance with their terms.
(b) Rights of indemnification and contribution shall survive until all applicable limitation periods (whether by statute or otherwise) relevant to the commencing of an action which could result in a claim for indemnification or contribution under this Agreement have expired and, if applicable, thereafter until any actual or contingent indemnification obligations have been finally determined and satisfied.

5.2 Indemnification by the Corporation with Respect to Covenants and Agreements.

The Corporation shall indemnify and hold harmless La Mancha and its affiliates, and their respective directors and officers (collectively, the La Mancha Indemnified Parties and each a La Mancha Indemnified Party) from and against any Losses incurred by such La Mancha Indemnified Party resulting from any breach of any of the covenants or agreements of the Corporation in this Agreement.

5.3 Indemnification by La Mancha with Respect to Covenants and Agreements.

La Mancha shall indemnify and hold harmless the Corporation and its directors and officers (collectively, the Corporation Indemnified Parties and each a Corporation Indemnified Party), from and against any Losses incurred by any Corporation Indemnified Party resulting from any breach of any of the covenants or agreements of La Mancha in this Agreement.

5.4 Remedies and Specific Performance.

Except as provided in this section, the rights of indemnity set forth in this Article 5 are the sole and exclusive

12 -

remedies of each party in respect of any misrepresentation, incorrectness in or breach of any representation and warranty or covenant by any other party under this Agreement and in respect of any Corporation Violation or La Mancha Violation. The parties agree that if any of the provisions of this Agreement are not performed in accordance with their specific terms or there is a threatened breach of any provision of this Agreement, the parties shall be entitled to apply to a court of competent jurisdiction for specific performance, injunctive relief or other appropriate remedies to cause there to be compliance with and/ or to prevent a breach of this Agreement.

5.5 Indemnification Procedures.

(a) If any action is commenced by a third party involving a claim for which a party required to provide indemnification under this Agreement (an Indemnifying Party) may be liable to a party entitled to indemnification (an Indemnified Party) hereunder (an Asserted Liability), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Asserted Liability (the Claim Notice); provided that no delay or failure on the part of the Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the Indemnifying Party is prejudiced by such delay. The Indemnifying Party shall have thirty (30) days from its receipt of the Claim Notice (the Indemnification Notice Period) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party's sole cost and expense and by counsel of its own choosing, to defend against such Asserted Liability. If the Indemnifying Party undertakes to defend against such Asserted Liability, (i) the Indemnifying Party shall use its commercially reasonable efforts to defend and protect the interests of the Indemnified Party with respect to such Asserted Liability and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed), consent to any settlement which does not contain an unconditional release of the Indemnified Party from the subject matter of the settlement or that contains an admission of liability or wrongdoing. The Indemnified Party shall have the right to participate in the defence against any Asserted Liability at its own expense. If the Indemnifying Party undertakes to defend against such Asserted Liability, the Indemnified Party shall fully render to the Indemnifying Party and its counsel such assistance and cooperation as may be reasonably required to ensure the proper and adequate defence and settlement of such claim or demand.

(b) If the Indemnifying Party does not undertake within the Indemnification Notice Period to defend against such Asserted Liability, then the Indemnified Party shall have the right to participate in any such defence and the Indemnifying Party shall bear the reasonable costs and expenses of the Indemnified Party of such defence. In such case, the Indemnified Party shall control the investigation and defence and may settle or take any other actions the Indemnified Party deems reasonably advisable without in any way waiving or otherwise affecting the Indemnified Party's rights to indemnification pursuant to this Agreement. The Indemnified Party and the Indemnifying Party agree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to such claim or demand. The Indemnified Party and the Indemnifying Party also agree to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defence and settlement of such claim or demand.

Article 6

MISCELLANEOUS

6.1 Termination.

This Agreement shall continue in full force and effect and shall terminate, and all rights and obligations hereunder shall cease:

(a) following a period of sixty (60) days from the date that La Mancha ceases to have an Ownership Interest of at least ten percent (10%), provided that La Mancha and its affiliates

have not come to again hold an Ownership Interest equal to at least ten percent (10%) during such 60-day period; or

(b) on the date on which the Corporation is dissolved, liquidated or wound up or on which the Corporation takes any action to acknowledge the insolvency of the Corporation or to consent to the appointment by a secured creditor of a receiver or person acting in a similar capacity or takes advantage of any bankruptcy or insolvency legislation.

Notwithstanding the foregoing, Article 5 shall survive termination of this Agreement.

6.2 Notices.

Any notice, direction or other communication given regarding the matters contemplated by this Agreement (each, a Notice) must be in writing, sent by personal delivery, courier, or email and addressed:

(a) to the Corporation at:

Belo Sun Mining Corp.
198 Davenport Road,
Suite 800,
Toronto,
Ontario
Canada M5R 1J2

Attention: Neil Said
Email: [email protected]

With a copy to (which shall not constitute a notice):

Belo Sun Mining Corp.
198 Davenport Road,
Suite 800,
Toronto,
Ontario
Canada M5R 1J2

Attention: Ryan Ptolemy
Email: [email protected]

(b) to La Mancha at:

31-33, Avenue Pasteur,
L-2311 Luxembourg
Grand Duchy of Luxembourg

Attention: Chief Investment Officer
Email: [email protected]

Attention: General Counsel
Email: [email protected]

With a copy to (which shall not constitute a notice):

Norton Rose Fulbright Canada LLP
1 Place Ville-Marie, Suite 2500
Montréal, Québec, H3B 1R1

Attention: Emmanuel Grondin and Pierre-François Tétreault
Email: [email protected] and [email protected]

A Notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a business day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next business day, or (ii) if sent by email, on the date of transmission if it is a business

14 -

day and the transmission was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next business day. A party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the party at its changed address. Any element of a party's address that is not specifically changed in a Notice will be assumed not to be changed.

6.3 Information Rights.

Subject to compliance by the Corporation with its legal and regulatory obligations, the Corporation shall, to the extent requested by La Mancha, (i) within five (5) business days of such request, notify La Mancha of its Ownership Interest, (ii) procure that La Mancha is provided with such financial or other information in relation to the Corporation (and its business) as is necessary for La Mancha, in its capacity as shareholder of the Corporation, to monitor its investment in and the financial performance of the Corporation and to comply with its legal, regulatory or tax obligations and (iii) subject to compliance with applicable securities laws, cooperate with La Mancha in relation to its reasonable requests relating to its investment in the Corporation.

6.4 Corporate Actions.

If the Corporation shall divide, subdivide, consolidate, reduce, combine or consolidate its Voting Shares (each a Corporate Action) while this Agreement is in force, from and after the effective time of such Corporate Action, all calculations under this Agreement relating to the Voting Shares and Convertible Securities shall be determined on the basis of giving effect to such Corporate Action.

6.5 Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Corporation and La Mancha.

6.6 Waiver.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right.

6.7 Successors and Assigns.

Neither party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other party. Notwithstanding the foregoing, La Mancha may assign and transfer its rights, benefits, duties and obligations under this Agreement, without the consent of the Corporation, to a direct or indirect wholly-owned subsidiary of La Mancha Resource Fund SCSp to whom La Mancha transfers Common Shares, provided that any such assignee shall, prior to any such transfer, agree to be bound by all of the covenants of La Mancha contained herein and comply with the provisions of this Agreement, and shall deliver to the Corporation a duly executed undertaking to such effect in form and substance satisfactory to the Corporation, acting reasonably, and that La Mancha shall remain subject to its duties and obligations under this Agreement to the extent that it continues to hold any Common Shares and this Agreement remains in force.

6.8 Announcements.

No press release or other public disclosure with respect to this Agreement, the transactions contemplated herein, or the discussions, communications or negotiations leading up to the execution hereof, may be made except with the prior written consent and joint approval of each party; provided however that, where required to do so by applicable law, the Corporation may make a press release or other public disclosure notwithstanding the failure of La Mancha to approve the text of such press release or other public disclosure, provided that the Corporation has made commercially reasonable efforts in the particular circumstances to allow La Mancha an opportunity to comment on such press release or other public disclosure (including with respect to redactions to be made to this Agreement). The parties acknowledge and agree that (i) the Corporation will issue a press release with respect to this Agreement promptly following the execution of

15 -

this Agreement, the text of such announcement to be in a form approved by each of the Corporation and La Mancha in advance, acting reasonably and without delay, (ii) the Corporation will be required pursuant to applicable Canadian securities laws to file this Agreement and a material change report respecting the transactions contemplated by this Agreement on SEDAR+, and (iii) La Mancha will be required to comply with the early warning requirements and issue a press release and file an early warning report in relation to the transactions contemplated herein. La Mancha hereby consents to the disclosure of this Agreement through the issuance of a press release promptly following the execution of this Agreement and the filing of this Agreement on SEDAR+ and the Corporation consents to the disclosure by La Mancha under the early warning requirements.

6.9 Severability.

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

6.10 Governing Law and Jurisdiction.

This Agreement is governed by and will be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties agree that only the courts of the Province of Ontario shall have jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

6.11 Language

The parties acknowledge having expressly required that this Agreement and all documents relating thereto be drawn up in English. Les parties ont exigé que cette Entente ainsi que tous les documents qui s'y rattachent soient rédigés en langue anglaise.

6.12 Counterparts.

This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the parties have executed this Investor Rights Agreement.

LA MANCHA INVESTMENTS S.À R.L.
Matthew Fisher

By:
Matthew Fisher
Authorized Signing Officer

BELO SUN MINING CORP.
Ayesha Hira

By:
Ayesha Hira
Interim President and CEO

[Signature page to La Mancha Investor Rights Agreement with Belo Sun Mining]

SCHEDULE

BOARD OBSERVERATION

Where La Mancha has designated an Additional Nominee to act as a Board observer (Observer) under Section 2.1(e) of the Agreement, the following terms shall apply:

Subject to the next paragraph of this Schedule, the Observer shall be entitled to: (a) receive notice of and to attend all meetings of the Board; (b) to the extent permitted by the chair of the Board, acting reasonably, take part in discussions of matters brought before the Board; (c) receive all notices, consents, minutes, documents and other information and materials that are sent to members of the Board; and (d) receive copies of all written resolutions proposed to be adopted by the Board, including any resolution as approved, each at substantially the same time and in substantially the same manner as the members of the Board.
Notwithstanding the preceding paragraph of this Schedule, the Observer shall not be entitled to: (a) vote on any matters brought before the Board; and (b) attend (i) meetings or portions of meetings of the Board comprising independent directors only; or (ii) meetings of the Board where the chair of the Board believes, acting reasonably, that there could be a potential conflict of interest relating to the Observer as a matter of applicable corporate law as a result of a topic of discussion in the Board meeting.
The presence or absence of the Observer shall not be taken into account in determining whether any Board meeting is duly constituted.
No Board meeting shall be subject to delay and the Corporation shall not be in breach of its obligations hereunder, provided that the Corporation has made reasonable efforts to provide notice of a Board meeting to the Observer on the same terms as provided to the Board members.
La Mancha shall cause the Observer to enter into an agreement (NDA) with the Corporation in form and substance satisfactory to La Mancha and the Corporation, each acting reasonably, in respect of confidentiality, non-disclosure matters, compliance with the Corporation's policies and procedures as if the Observer were an insider, and disclosure of conflicts of interest. Notwithstanding anything else contained in this Schedule or the Agreement, the Observer shall have no right to attend any meeting until the Observer has entered into the NDA (and then only for so long as the Observer remains in compliance with the terms thereof).
The Observer shall be entitled to be reimbursed by the Corporation for reasonable travel and other expenses incurred by him or her in connection with the exercise of the rights set out in this Schedule.
The Corporation shall not be required to (a) pay any compensation to the Observer or (b) provide any indemnification or maintain coverage under any policies of directors' and officers' insurance, in favour of the Observer.
In no circumstances shall the Observer be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person.
The rights of the Observer under this Schedule shall terminate on the date of the next meeting of the shareholders of the Corporation where directors are to be elected, whether the Observer is elected as a director at such meeting or not.