Capstone Copper Corp. — Capital/Financing Update 2022

Mar 30, 2022

THIRD AMENDING AGREEMENT

CAPSTONE MINING CORP.

as Borrower

- and -

CANADIAN IMPERIAL BANK OF COMMERCE

as Administrative Agent, Co-Lead Arranger and Joint Bookrunner

- and -

THE BANK OF NOVA SCOTIA

as Co-Lead Arranger, Joint Bookrunner and Syndication Agent

- and -

WELLS FARGO BANK, N.A., CANADIAN BRANCH

as Documentation Agent

- and -

CANADIAN IMPERIAL BANK OF COMMERCE, THE BANK OF NOVA SCOTIA, WELLS FARGO BANK, N.A., CANADIAN BRANCH, CITIBANK, N.A., CANADIAN BRANCH, BANK OF MONTREAL, NATIONAL BANK OF CANADA, ING CAPITAL LLC and THE SEVERAL LENDERS FROM TIME TO TIME PARTY THERETO

as Lenders

THIRD AMENDING AGREEMENT

Dated as of February 19, 2021

THIRD AMENDING AGREEMENT

THIS AGREEMENT dated as of the 19th day of February, 2021.

BETWEEN:

CAPSTONE MINING CORP., a corporation amalgamated under the laws of the Province of British Columbia

(herein called the "Borrower")

• and -

CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian chartered bank, in its capacity as administrative agent of the Lenders under the Credit Agreement

(herein called the "Administrative Agent")

• and -

CANADIAN IMPERIAL BANK OF COMMERCE, THE BANK OF NOVA SCOTIA, WELLS FARGO BANK, N.A., CANADIAN BRANCH, CITIBANK, N.A., CANADIAN BRANCH, BANK OF MONTREAL, NATIONAL BANK OF CANADA, ING CAPITAL LLC and THE SEVERAL LENDERS FROM TIME TO TIME PARTY THERETO

(herein collectively called the "Lenders" and individually called a "Lender")

WHEREAS the Borrower, the Lenders, the Administrative Agent entered into a third amended and restated credit agreement dated as of January 16, 2015, as amended by a first amending agreement dated as of April 19, 2017 and a second amending agreement dated as of July 25, 2019 (the "Second Amending Agreement") pursuant to which the Lenders established a credit facility in favour of the Borrower (as amended, the "Credit Agreement");

AND WHEREAS the parties hereto wish to amend certain provisions of the Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:

ARTICLE 1 DEFINED TERMS

1.1 Capitalized Terms

All capitalized terms which are used herein without being specifically defined herein shall have the meaning ascribed thereto in the Credit Agreement as amended hereby.

ARTICLE 2 AMENDMENTS

2.1 General Rule

Subject to the terms and conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.

2.2 Defined Terms

Section 1.1 of the Credit Agreement is hereby amended as follows:

(a) by adding the following definitions in alphabetical order:

"Affected Financial Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers by the applicable Resolution Authority in respect of an Affected Financial Institution.

"Bail-In Legislation" means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

"Benchmark Replacement" means, for any LIBOR, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

• (b) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;
• (c) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for LIBOR for the applicable Interest Period giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for LIBOR for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (a), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion. If the Benchmark Replacement as determined pursuant to clause (a), (b) or (c) above would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes hereof.

"Benchmark Replacement Adjustment" means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for any applicable Interest Period for any setting of such Unadjusted Benchmark Replacement:

• (a) for purposes of clauses (a) and (b) of the definition of "Benchmark Replacement," the first alternative set forth in the order below that can be determined by the Administrative Agent:
• (i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for the applicable Interest Period;
• (ii) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to LIBOR for the applicable Interest Period; and

(b) for purposes of clause (c) of the definition of "Benchmark Replacement," the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Interest Period giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. dollar- denominated syndicated credit facilities;

provided that, in the case of clause (a) above, such adjustment is displayed on a screen or other information service that publishes LIBOR Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Banking Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this agreement and the other Credit Documents).

"Benchmark Replacement Date" means the earlier to occur of the following events with respect to LIBOR:

(a) in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR;

• (b) in the case of clause (c) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein; or
• (c) in the case of an Early Opt-in Election, the sixth (6th) Banking Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Banking Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Majority Lenders.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (a) or with respect to LIBOR upon the occurrence of the applicable event or events set forth therein with respect to all then-current Interest Periods of LIBOR (or the published component used in the calculation thereof).

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to LIBOR:

• (a) a public statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR;
• (b) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or
• (c) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR announcing that LIBOR is no longer representative.

Capstone Third Amending Agreement "Benchmark Unavailability Period" means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for all purposes hereunder and under any other Credit Document in accordance with Section 3.13 and (y) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes hereunder and under any other Credit Document in accordance with Section 3.13.

"Capstone Barbados" means Capstone Resources (Barbados) Ltd., a company existing under the laws of Barbados.

"Cozamin Stream Agreement" means the precious metals purchase agreement dated as of December 11, 2020 between WPM, the Borrower and Capstone Barbados.

"Cozamin Intercreditor Agreement" means the intercreditor agreement dated as of February 19, 2021 between, inter alia, WPM, the Administrative Agent, the Borrower and Capstone Barbados.

"Daily Simple SOFR" means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining "Daily Simple SOFR" for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

"Early Opt-in Election" means the occurrence of:

• (a) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding U.S. dollardenominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and
• (b) the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.

"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of a Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"EEA Resolution Authority" means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

"Endeavour Royalty" means the royalty granted by the Borrower and Capstone Mexico in favour of Endeavour Silver Corp. pursuant to the following agreements: (i) the Upper and Lower Concession Division Agreement made and entered into as of September 8, 2017 between the Borrower, Mining Opco, S.A. de C.V., Capstone Mexico, Endeavour Silver Corp. and Minera Oro Silver de Mexico S.A. de C.V., and (ii) the net smelter return royalty agreement dated as of July 23, 2020 between Capstone Mexico and Minera Oro Silver de Mexico, S.A. de C.V.

"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

"Reference Time" with respect to any setting of LIBOR means 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting.

"Relevant Governmental Body" means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

"SOFR" means, with respect to any Banking Day, a rate per annum equal to the secured overnight financing rate for such Banking Day published by the SOFR Administrator on the SOFR Administrator's Website on the immediately succeeding Banking Day.

"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

"SOFR Administrator's Website" means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

"Stream Agreement" means any purchase and sale agreement entered into by any Subject Entity as seller with any streaming counterparty.

"Term SOFR" means, for the applicable Interest Period as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

"UK Resolution Authority" means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

"Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

"WPM" means Wheaton Precious Metals International Ltd., a company existing under the laws of the Cayman Islands.

"WPM Security" means the Mexican Security Documents (as defined in the Cozamin Intercreditor Agreement) to the extent securing the PMPA Obligations (as defined in the Cozamin Stream Agreement).

"Write-down and Conversion Powers" means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

• (b) the definition of "BA Rate" is amended by deleting "0.1% per annum." and replacing it with "0.1% per annum; in each case as concerns clauses (i) and (ii) in no event shall the BA Rate be less than zero.".
• (c) the definition of "Base Rate Canada" is amended by adding the following at the end thereof:

If the Base Rate Canada shall be less than zero, the Base Rate Canada shall be deemed to be zero for the purpose of this agreement.

(d) the definition of "Credit Limit" is hereby deleted in its entirety and replaced with the following:

"Credit Limit" means (i) \$300,000,000 or the Canadian Dollar Equivalent thereof, and (ii) immediately after the prepayment of the Credit Facility pursuant to Section 11.1(bb), \$225,000,000 or the Canadian Dollar Equivalent thereof, in each case as either may be reduced pursuant to Section 2.4.

(e) the definition of "Full Security Guarantors" is hereby deleted and replaced with the following:

"Full Security Guarantors" means Capstone Luxembourg, Capstone Mexico, Capstone Mining, Capstone Services, Capstone BC, 0840559, Capstone PV, Pinto Valley, Capstone US, SMARRCO, Mining OpCo, S.A. de C.V., Asset Company de Zacatecas, S.A. de C.V., San Roberto HR Company, S.A. de C.V., Geoexploraciones La Bufa, S.A. de C.V., Servicios de Vigilancia San Roberto, S.A. de C.V.,

[Redacted - Disclosure would be seriously prejudicial to the interests of the issuer or would violate confidentiality provisions.]

Capstone Resources (Barbados) Ltd., Vertex Insurance Corp. and each Additional Full Security Guarantor and "Full Security Guarantor" means any one of the Full Security Guarantors.

• (f) the definition of "Permitted Acquisition Prospective Metal Stream Contracts" is amended by deleting the phrase "and in contemplation" and replacing it with "and not in contemplation".
• (g) the definition of "Permitted Liens" is amended as follows:
• (i) clause (p) is deleted in its entirely and replaced by the following:

"(p) royalties on the production or profits from mining provided such royalties are in existence, or contemplated by an agreement that is in existence, as at the date of execution and delivery of this Agreement as well as the Endeavour Royalty;"

• (ii) in clause (s), "; and" is deleted and replaced by ";";
• (iii) in clause (t), "." is deleted and replaced by "; and";

(iv) the following is added immediately after clause (t):

• 11 -

"(u) Liens granted pursuant to the WPM Security provided such Liens, and the related guarantees, are at all times subject to the Cozamin Intercreditor Agreement."

2.3 Benchmark Replacement Setting

The following new Section 3.13 is added immediately after Section 3.12:

3.13 Benchmark Replacement Setting

• (a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of LIBOR, then (x) if a Benchmark Replacement is determined in accordance with clause (a) or (b) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace LIBOR for all purposes hereunder and under any other Credit Document in respect of LIBOR setting and subsequent LIBOR settings without any amendment to, or further action or consent of any other party to, this agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (c) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace LIBOR for all purposes hereunder and under any other Credit Document in respect of any LIBOR setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) Banking Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
• (b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this agreement or any other Credit Document.
• (c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of LIBOR pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made

by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 3.13.

(d) Unavailability of Tenor of LIBOR. Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if either (A) any tenor for LIBOR is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of LIBOR has provided a public statement or publication of information announcing that any tenor for LIBOR is or will be no longer representative, then the Administrative Agent may modify the definition of "Interest Period" for any LIBOR settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for LIBOR (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for LIBOR (including a Benchmark Replacement), then the Administrative Agent may modify the definition of "Interest Period" for all LIBOR settings at or after such time to reinstate such previously removed tenor.

2.4 Dutch Subsidiaries and Mining OpCo, S.A. de C.V.

Section 10.1(dd) of the Credit Agreement is hereby deleted in its entirety and replaced by the following:

(dd) [Intentionally deleted]

2.5 Deposit re Cozamin Stream Agreement

Section 11.1 of the Credit Agreement is hereby amended by adding the following after Section 11.1(bb):

(cc) Deposit re: Cozamin Stream Agreement. The Borrower shall, contemporaneously with Capstone Barbados' receipt of the Deposit (as defined in the Cozamin Stream Agreement), make a prepayment under the Credit Facility in an amount equal to the Deposit.

2.6 Disposition of Assets

Section 11.2(c)(v) of the Credit Agreement is hereby deleted in its entirety and replaced by the following:

(v) dispositions under the Capstone Silver and Gold Contract, the Cozamin Stream Agreement and Permitted Acquisition Metal Stream Contracts;

2.7 Streams

Section 11.2 of the Credit Agreement is hereby amended by adding the following immediately after Section 11.2(p):

(q) Streams. The Borrower shall not, and shall not suffer or permit any other Subject Entity to, enter any Stream Agreement other than the Capstone Silver and Gold Contract, the Cozamin Stream Agreement and Permitted Acquisition Metal Stream Contracts.

2.8 Amendments

Section 11.2(j) of the Credit Agreement is hereby amended by adding at the end thereof the following:

The Borrower shall not and shall not suffer or permit any other Obligor, to, amend the Cozamin Stream Agreement to increase the delivery or payment obligations of the Borrower or Capstone Barbados or allow for the exercise by WPM of its right of first refusal thereunder.

2.9 Events of Default

Section 13.1 of the Credit Agreement is hereby amended by adding immediately after Section 13.1(k), the following:

(k1) if an event of default under the Cozamin Stream Agreement shall occur (with all applicable grace and forbearance periods having expired) and be continuing;

2.10 Dutch Subsidiaries and Mining OpCo S.A. de C.V.

Section 11.2(n) of the Credit Agreement is hereby deleted in its entirety and replaced by the following:

(n) [Intentionally deleted]

2.11 Acknowledgement and Consent to Bail-In of EEA Financial Institutions

Article 16 of the Credit Agreement is hereby amended by adding the following immediately after Section 16.14:

16.15 Acknowledgement and Consent to Bail-In of EEA Financial Institutions

Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any Lender that is an Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

• (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and
• (b) the effects of any Bail-In Action on any such liability, including, if applicable:
• (i) a reduction in full or in part or cancellation of any such liability;
• (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this agreement or any other Credit Document; or
• (iii) the variation of the terms of such liability in connection with the exercise of the Write-down and Conversion Powers of the applicable Resolution Authority.

2.12 Schedules A and G

Schedules A and G of the Credit Agreement are hereby deleted in their entirety and replaced with form thereof attached hereto as Schedules A and G.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties.

To induce, among others, the Lenders and the Administrative Agent to enter into this agreement, the Borrower hereby represents and warrants to the Lenders and the Administrative Agent that the representations and warranties of the Borrower which are contained in Section 10.1 of the Credit Agreement, as hereby amended, are true and correct on the date hereof as if made on the date hereof.

ARTICLE 4 CONDITIONS PRECEDENT

4.1 Conditions Precedent.

This agreement shall not become effective until the following conditions have been satisfied (the "Effective Date"):

• (a) this agreement shall be executed and delivered by the Borrower, the Administrative Agent and the Lenders and such confirmations of guarantee and security and other documents and agreements shall be executed and delivered by the Obligors, together with such resolutions, certificates and opinions, in each case as the Administrative Agent may require;
• (b) no Default shall have occurred and be continuing or would arise upon this agreement becoming effective; and
• (c) all fees due and payable by the Borrower to the Lenders and Administrative Agent in connection with this agreement have been paid.

ARTICLE 5 MISCELLANEOUS

5.1 Waiver re: Prepayment Notice

The Lender acknowledges and agrees that, notwithstanding Section 9.4 of the Credit Agreement, any Prepayment Notice given by the Borrower in connection with the prepayment referenced in Section 11.1(bb) of the Credit Agreement need not be given in accordance with Section 3.9 thereof.

5.2 Waiver re: Vertex Insurance Corp. ("Vertex")

Pursuant to a Waiver and Acknowledgement dated December 19, 2019, the Borrower covenanted (the "Vertex Covenant") to reduce the balance in Vertex's RBC Investment Account #369-52122-1-1 (the "Vertex Account") to not more than US\$2,500,000 by December 31, 2020 and, subsequent thereto, to otherwise reduce that balance at a rate permitted by law. As at December 31, 2020 the balance in Vertex's Account #369-52122-1-1 was US\$3,425,017.15. The Lenders hereby waive any breach of the Vertex Covenant provided, on or before April 15, 2021, Vertex Insurance Corp. has become an Additional Full Security Guarantor.

5.3 Future References to the Credit Agreement

On and after the date of this agreement, each reference in the Credit Agreement to "this agreement", "hereunder", "hereof", or words of like import referring to the Credit Agreement, and each reference in any related document to the "Credit Agreement", "thereunder", "thereof", or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

5.4 Governing Law.

This agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

5.5 Enurement

This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

5.6 Conflict

If any provision of this agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this agreement shall prevail and be paramount.

5.7 Counterparts

This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF the parties hereto have executed and delivered this agreement on the date first written above.

CAPSTONE MINING CORP., as Borrower

By: (Signed) "Raman Randhawa"

Name: Raman Randhawa Title: SVP & Chief Financial Officer

CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent

By: (Signed) "Peter Rawlins"

Name: Peter Rawlins Title: Managing Director

By: (Signed) "Mark Saraiva"

Name: Mark Saraiva Title: Executive Director

CANADIAN IMPERIAL BANK OF COMMERCE, as Lender

By: (Signed) "Peter Rawlins"

Name: Peter Rawlins Title: Managing Director

By: (Signed) "Mark Saraiva"

Name: Mark Saraiva Title: Executive Director

CANADIAN IMPERIAL BANK OF COMMERCE, as Issuing Lender

By: (Signed) "Peter Rawlins"

Name: Peter Rawlins Title: Managing Director

By: (Signed) "Mark Saraiva"

Name: Mark Saraiva Title: Executive Director

THE BANK OF NOVA SCOTIA, as Lender

By: (Signed) "Stephen MacNeil"
Name: Stephan MacNeil Director Title:

By: (Signed) "Michael Eddy"

Name: Michael Eddy Managing Director Title:

THE BANK OF NOVA SCOTIA, as Issuing Lender

By: (Signed) "Stephen MacNeil"

Name: Stephan MacNeil Title: Director

By: (Signed) "Michael Eddy"

Name: Michael Eddy Title: Managing Director

WELLS FARGO BANK N.A. CANADIAN BRANCH, as Lender

$\cdot$ By:	(Signed) "John Davis"
		.

$\sim 17$

Name:	John Davis
Title:	Senior Vice-President
	Regional Manager

		u.
. ×		×

Name:
Title:

CITIBANK, N.A., CANADIAN BRANCH, as Lender

By: (Signed) "Jonathan Cain"

Name: Title:

Jonathan Cain
Authorized Signatory

By:

Name: Title:

BANK OF MONTREAL, as Lender

By: (Signed) "Ben Rough"

Name: Ben Rough Title: Director

NATIONAL BANK OF CANADA, as Lender

By: (Signed) "Lauren Reid"

Name: Lauken Reid Title: Vice-President

By: (Signed) "David Torrey"

Title: Managing Director

ING CAPITAL LLC, as Lender

• By: (Signed) "Remko van de Water"
  Name: Remko van de Water Title: Managing Director
• By: (Signed) "Remko Meeuwis"

Name: Remco Meeuwis Title:Director

SCHEDULE A [Redacted - Disclosure would violate confidentiality provisions.]

SCHEDULE G CORPORATE STRUCTURE