Capstone Copper Corp. — Capital/Financing Update 2022

Mar 30, 2022

EXECUTION VERSION

FOURTH AMENDING AGREEMENT

CAPSTONE MINING CORP.

as Borrower

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CANADIAN IMPERIAL BANK OF COMMERCE

as Administrative Agent, Co-Lead Arranger and Joint Bookrunner

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THE BANK OF NOVA SCOTIA

as Co-Lead Arranger, Joint Bookrunner and Syndication Agent

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WELLS FARGO BANK N.A., CANADIAN BRANCH

as Documentation Agent

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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

FOURTH AMENDING AGREEMENT

Dated as of March 24, 2021

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FOURTH AMENDING AGREEMENT

THIS AGREEMENT dated as of the 24[th] day of March, 2021.

BETWEEN:

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

(herein called the “ Borrower ”)

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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 ”)

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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 and 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, a second amending agreement dated as of July 25, 2019 and a third amending agreement dated as of February 19, 2021 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:

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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:

“ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“ Capstone MSD Guarantee ” means the full recourse guarantee of the Borrower dated March 24, 2021 in favour of WPM guaranteeing the obligations of Capstone MSD under the Santo Domingo Stream Agreement.

“ Capstone MSD ” means Capstone Resources MSD Ltd., a company existing under the laws of Barbados.

“ Covered Entity ” means any of the following:

• (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

• (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

• (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“ Covered Party ” has the meaning ascribed thereto in Section 16.16.

“ Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

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“ FDIC ” means Federal Deposit Insurance Corporation

“ Santo Domingo Stream Agreement ” means the precious metals purchase agreement dated as of March 24, 2021 between WPM, the Borrower and Capstone MSD.

“ QFC ” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“ QFC Credit Support ” has the meaning ascribed thereto in Section 16.16.

“ Supported QFC ” has the meaning ascribed thereto in Section 16.16.

“ U.S. Special Resolution Regimes ” has the meaning ascribed thereto in Section 16.16.

• (b) the definition of “ Permitted Indebtedness ” is amended as follows:

• (i) in clause (q), “; and” is deleted and replaced by “;”;

• (ii) in clause (r), “.” Is delated and replaced by “; and”;

• (iii) the following is added immediately after clause (r):

  • “(s) the Capstone MSD Guarantee.”

• (c) the definition of “ Total Indebtedness ” is amended by deleting the last sentence and replacing it with the following:

  • “The determination of Total Indebtedness for all purposes hereunder shall exclude all Non-Recourse Indebtedness and all obligations guaranteed under the Capstone MSD Guarantee except in connection with any demand made under the Capstone MSD Guarantee.”

2.3 Use of Proceeds

Section 11.1(c) of the Credit Agreement is hereby amended by adding, after “any Permitted Acquisition”, “; provided that the proceeds of the Credit Facility shall not be used to make any payment under the Capstone MSD Guarantee other than a payment with respect to a Non-Default PMPA Payment (as defined in the Santo Domingo Stream Agreement) with proceeds of the Credit Facility not exceeding $30,000,000 in the aggregate so long as the Non-Default PMPA Payment Restrictions (as defined in the Santo Domingo Stream Agreement) are satisfied as of the date of the relevant extension of credit hereunder and Section 12.1 is otherwise satisfied in connection therewith.

2.4 Amendments

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

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The Borrower shall not and shall not suffer or permit any other Obligor, to, (i) amend the Capstone MSD Guarantee or (ii) any of the definitions of “ Credit Agreement ”, “ Credit Agreement Event of Default ”, “ Credit Agreement Total Leverage Ratio ”, “ Enforcement Action ”, Non-Default PMPA Payment ”, “ NonDefault PMPA Payment Restrictions ” and “ Unrestricted Enforcement Action ” and Section 8.1(d) of the Santo Domingo Stream Agreement or otherwise to increase the delivery or payment obligations of the Borrower or Capstone MSD or allow for the exercise by WPM of its right of first refusal thereunder.

2.5 Excluded Entity Indebtedness

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

• (m) The Borrower shall not, nor shall it suffer or permit any Subject Entity to, grant any security or guarantees to the Excluded Entity Indebtedness Creditors other than Excluded Entity Support, the security granted pursuant to Excluded Entity Indebtedness Pledge Agreements and the Capstone MSD Guarantee.

2.6 Streams

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

• (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, the Santo Domingo Stream Agreement and Permitted Acquisition Metal Stream Contracts.

2.7 Events of Default

• Section 13.1(k1) of the Credit Agreement is hereby deleted in its entirety and

• replaced with 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;

• (k2) if an event of default under the Santo Domingo Stream Agreement shall occur and be continuing (other than any event of default that arises solely as a result of any Non-Default PMPA Payment not being made when otherwise due and payable);

2.8 Acknowledgement Regarding Any Supported QFC

Article 16 of the Credit Agreement is hereby amended by adding the following immediately after Section 16.15:

Section 16.16 Acknowledgement Regarding Any Supported QFCs.

To the extent that the Credit Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that

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is a QFC (such support, “ QFC Credit Support ” and, each such QFC, a “ Supported QFC ”), the parties acknowledge and agree as follows with respect to the resolution power of the FDIC under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “ U.S. Special Resolution Regimes ”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

• In the event a Covered Entity that is party to a Supported QFC (each, a “ Covered Party ”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

2.9 Schedule G

Schedule G of the Credit Agreement is hereby deleted in its entirety and replaced with the form thereof attached hereto as Schedule 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.

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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) the Administrative Agent shall have received a certified copy of the Santo Domingo Stream Agreement and the Capstone MSD Guarantee as well as an Acknowledgement from WPM with respect to the Capstone MSD Guarantee.

ARTICLE 5 MISCELLANEOUS

5.1 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.

5.2 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.

5.3 Enurement

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

5.4 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.

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5.5 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.

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

CAPSTONE MINING CORP., as Borrower

(signed) Raman Randhawa By:

Name: Raman Randhawa Title: SVP & CFO

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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

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THE BANK OF NOVA SCOTIA, as Lender

By: (signed) “ Stephen MacNeil ”

Name: Stephen MacNeil Title: Director

By: (signed) “ Michael Eddy ” Name: Michael Eddy Title: Managing Director

THE BANK OF NOVA SCOTIA, as Issuing Lender

By: (signed) “ Stephen MacNeil ”

Name: Stephen MacNeil Title: Director

By: (signed) “ Michael Eddy ” Name: Michael Eddy Title: Director

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

By: (signed) “ John Davis ”

Name: John Davis Title:

By:

Name: Title:

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

By: (signed) “ Jonathan Cain ”

Name: Jonathan Cain Title: Authorized Signatory

By:

Name: Title:

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BANK OF MONTREAL, as Lender

By: (signed) “ Ben Rough ” Name: Ben Rough Title: Director

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NATIONAL BANK OF CANADA, as Lender

By: (signed) “ Lauren Reid ” Name: Lauren Reid Title: Vice-President

By: (signed) “ David Torrey ” Name: David Torrey Title: Managing Director

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ING CAPITAL LLC, as Lender

By: (signed) “ Remko van de Water ” Name: Remko van de Water Title: Managing Director

By: (signed) “ Remco Meeuwis ” Name: Remco Meeuwis Title: Director

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SCHEDULE G CORPORATE STRUCTURE

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

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