Capstone Copper Corp. — Capital/Financing Update 2022

Mar 30, 2022

FIRST AMENDING AGREEMENT MADE AS OF APRIL 19, 2017

CAPSTONE MINING CORP.

as Borrower

- and -

THE BANK OF NOVA SCOTIA

as Administrative Agent

- and -

CANADIAN IMPERIAL BANK OF COMMERCE

as Syndication Agent, Co-Lead Arranger and Joint Bookrunner

- and -

WELLS FARGO BANK N.A., CANADIAN BRANCH

as Documentation Agent

- and -

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

as Lenders

FIRST AMENDING AGREEMENT

Dated as of April 19, 2017

FIRST AMENDING AGREEMENT

THIS AGREEMENT dated as of the 19th day of April, 2017.

BETWEEN:

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

(herein called the "Borrower")

• and -

THE BANK OF NOVA SCOTIA, a Canadian chartered bank, in its capacity as administrative agent of the Lenders under the Credit Agreement

(herein called the "Administrative Agent")

• and -

THE BANK OF NOVA SCOTIA, CANADIAN IMPERIAL BANK OF COMMERCE, WELLS FARGO BANK N.A. CANADIAN BRANCH, CITIBANK, N.A., CANADIAN BRANCH, BANK OF MONTREAL, EXPORT DEVELOPMENT 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 and the Syndication Agent entered into a third amended and restated credit agreement dated as of January 16, 2015 pursuant to which the Lenders established a credit facility in favour of the Borrower (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 Table of Contents

The Table of Contents of the Credit Agreement is hereby amended as follows:

• (a) by deleting "2.2 Accordion Feature" and replacing it with "2.2 [Intentionally deleted]"; and
• (b) by deleting "SCHEDULE O ACCORDION AGREEMENT".

2.3 Defined Terms

Section 1.1 of the Credit Agreement is hereby amended by:

• (a) deleting the following definitions in their entirety:
• (i) "Accordion Agreement";
• (ii) "Accordion Lender"'
• (iii) "Accordion Notice";
• (iv) "Capstone Mexico Silver Contract"; and
• (v) "MRI Off-Take Agreement";
• (b) the definition of "Anti-Money Laundering Laws" is amended by deleting each reference therein to "section" and replacing it with "Section";
• (c) the definition of "Credit Limit" is deleted in its entirety and replaced with the following:

"Credit Limit" means (i) from April 19, 2017 to and including April 18, 2018, \$350,000,000 or the Canadian Dollar Equivalent thereof, (ii) from April 19, 2018 to and including April 18, 2019, the lesser of (x) \$325,000,000 and (y) the Credit Limit on April 19, 2018 or the Canadian Dollar Equivalent thereof, (iii) from April 19, 2019 to and including April 18, 2020, the lesser of (x) \$300,000,000 and (y) the Credit Limit on April 19, 2019 or the Canadian Dollar Equivalent thereof, and (iv) from April 19, 2020, the lesser of (x) \$275,000,000 and (y) the Credit Limit on April 19, 2020 or the Canadian Dollar Equivalent thereof, as each such amount may be reduced pursuant to Section 2.4.

• (d) the definition of "Excluded Entities" is hereby amended by deleting the phrase "above and, as concerns" and replacing it with "above, and as concerns";
• (e) the definition of "Fee Letters " is hereby amended by adding at the end thereof the phrase "and the fee letter dated April 19, 2017 between the Borrower and The Bank of Nova Scotia and Canadian Imperial Bank of Commerce";
• (f) the definition of "Insolvency Event" is hereby amended by adding "," after "(each";
• (g) the definition of "LIBOR Loan" is hereby deleted in its entirety and reinserted after the definition of "LIBOR";
• (h) the definition of "Maturity Date" is amended by deleting the phrase "January 16, 2019" and replacing it with "April 19, 2021";
• (i) the definition of "Metal Stream Contracts" is deleted in its entirety and replaced with the following:

"Metal Stream Contracts" means, collectively, the Capstone Silver and Gold Contract and the Pinto Silver Contract.

(j) the definition of "Permitted Acquisition Metal Stream Contracts" is deleted in its entirety and replaced with the following:

"Permitted Acquisition Metal Stream Contracts" means Permitted Acquisition Pre-Existing Metal Stream Contracts and Permitted Acquisition Prospective Metal Stream Contracts.

• (k) the definition of "Permitted Indebtedness" is hereby amended by deleting clauses (h) and (i) and replacing them with the following:
• (h) Indebtedness of Minto under the off-take agreements provided that the Borrower complies with Section 11.2(l);

• (i) Indebtedness of the Borrower owing to 0908113 by way of unsecured intercompany note in the maximum aggregate principal amount of \$101,262,679.28 which was entered into for the purpose of financing the development of the Santo Domingo Project;

• (l) the definition of "Permitted Liens" is amended by adding in clause (t) thereof the phrase "Pre-Existing" after the phrase "securing Permitted Acquisition";

• (m) the definition of "Prepayment Trigger Events" is deleted in its entirety and replaced by the following:

"Prepayment Trigger Events" means Insurance Prepayment Trigger Events, HYN Prepayment Trigger Events and the Pinto Prepayment Trigger Event and "Prepayment Trigger Event" means any Prepayment Trigger Event.

(n) the following definitions are added in alphabetical order:

"Permitted Acquisition Pre-Existing Metal Stream Contracts" means any secured or unsecured metal streaming contract which existed prior to, and not in contemplation of, a Permitted Acquisition and transactions entered into prior to the date of such Permitted Acquisition with respect to such metal stream contract.

"Permitted Acquisition Prospective Metal Stream Contracts" means any unsecured metal streaming contract entered into by any Subject Entity pursuant to which such Subject Entity agrees to sell a certain percentage of its metal by-product from a particular mine that is to be acquired pursuant to a Permitted Acquisition, which unsecured metal streaming contract shall be entered into prior to the date of such Permitted Acquisition and in contemplation of such Permitted Acquisition.

"Pinto Prepayment Trigger Event" means the execution and delivery by any Subject Entity of the Pinto Silver Contract.

"Pinto Silver Contract" means an unsecured silver stream with respect to the Pinto Valley mine project the proceeds from the advance or deposit payment therefrom which shall not exceed \$75,000,000.

"Prepaid Hedging Contract" means a Hedging Agreement that is a forward commodity contract whereby the Borrower commits to deliver a notional or actual quantity of a commodity on a future date or dates and the counterparty pays to the Borrower all or a portion of the purchase price prior to such delivery date (including for the avoidance of doubt, a Variable Price Prepaid Hedging Contract).

"Variable Price Prepaid Hedging Contract" means a Prepaid Hedging Contract where the price a counterparty pays to the Borrower for the commodity is equal to the current market price of the commodity at the time of delivery.

2.4 Accordion Feature

Section 2.2 of the Credit Agreement is deleted in its entirety and replaced with "[Intentionally Deleted]".

2.5 Reduction of Credit Facility

Section 2.4 of the Credit Agreement is amended as follows:

(a) by adding the following sentence at the end of the first paragraph:

Any reduction of the Credit Limit pursuant to Section 9.3 shall be in addition to any of the scheduled reductions of the Credit Limit set forth in the definition thereof.

(b) by adding the following new paragraph at the end of the section:

The Individual Commitment of each Lender shall be reduced by an amount equal to such Lender's Pro Rata Share of the amount of such reduction at the time of such reduction.

2.6 Credit Restrictions

Article 2 of the Credit Agreement is hereby amended by adding the following after Section 2.5:

2.6 Credit Restrictions

Subject to the terms and conditions hereof, the aggregate amount of credit outstanding under the Credit Facility shall not at any time exceed the Credit Limit at such time. The Borrower shall not drawdown credit under the Credit Facility solely for the purpose of accumulating cash in deposit or investment accounts outside the ordinary course of business.

2.7 Failure or Refusal of Lender to Fund Loan

Section 3.3(c) of the Credit Agreement is amended by deleting "section" and replacing it with "Section".

2.8 Mandatory Prepayments

Section 9.3 of the Credit Agreement is deleted in its entirety and replaced with the following:

The Borrower shall, within five Banking Days of the occurrence of a Prepayment Trigger Event, prepay outstanding credit under the Credit Facility in an amount equal to, subject to the following sentence, (x) 100% of the Net Cash Proceeds with respect to such Prepayment Trigger Event (other than a Pinto Prepayment Trigger Event) and (y) 50% of the Net Cash Proceeds with respect to a Pinto Prepayment Trigger Event. Notwithstanding the preceding sentence or Section 2.4, no HYN

Prepayment Trigger Event shall require the reduction of the Credit Limit to less than \$250,000,000. Amounts which are prepaid as aforesaid under the Credit Facility may not be reborrowed. Section 8.4 shall be complied with in connection with any prepayment pursuant to Section 9.3.

2.9 Anti-Corruption Laws and Sanctions

Section 10.1(cc) of the Credit Agreement is hereby amended by deleting the phrase "such Subsidiary. any of" and replacing it with "such Subsidiary, any of".

2.10 Financial Reporting

Section 11.1(a)(iv) of the Credit Agreement is hereby amended as follows:

• (a) by deleting "210" in Section 11.1(a)(iv) and replacing it with "120"; and
• (b) by adding the following after Section 11.1(a)(v):
• (vI) forthwith after its execution and delivery, a copy of the Pinto Silver Contract; and

2.11 Anti-Corruption and Sanctions Policies

Section 11.1(z) of the Credit Agreement is hereby amended as follows:

• (a) in the third line thereof, by deleting "Borrower." and replacing it with "Borrower," and
• (b) by deleting the phrase "directors, officers. employees" and replacing it with "directors, officers, employees".

2.12 Amendments

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

For certainty, any renewal or extension of either the Capstone Mexican Silver Contract or the Capstone Silver and Gold Contract shall require the consent of the Majority Lenders.

2.13 Prepaids

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

(p) Prepaids. The Borrower shall not, and shall not permit or suffer any other Subject Entity to, enter into any Prepaid Hedging Contract.

2.14 Subrogation Rights

The first sentence of Section 15.9 of the Credit Agreement is amended by deleting the word "ingross" and replacing it with "in gross".

2.15 Signature Pages

The signature page for Capstone Mining Corp. is amended by deleting the address set forth therein and replacing it with the following:

Capstone Mining Corp. 510 West Georgia Street Suite 2100 Vancouver, BC V6B 0M3

2.16 Schedules A, G and K

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

2.17 Schedule O

Schedule O of the Credit Agreement is deleted in its entirety.

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:

• (a) this agreement shall be executed and delivered by the Borrower, the Administrative Agent and the Lenders and such confirmations of guarantee and security as the Administrative Agent may require shall be executed and delivered by the Obligors;

• (b) no Default shall have occurred and be continuing or would arise upon this agreement becoming effective;

• (c) all fees due and payable by the Borrower to the Lenders and Administrative Agent in connection with this agreement have been paid; and

• (d) the Administrative Agent shall have received an opinion of Fasken Martineau DuMoulin LLP as to the enforceability of this agreement.

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.

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.

5.6 Exiting Lender

The parties hereto hereby acknowledge and agree:

• (a) Mizuho Bank, Ltd. is signing this agreement solely in its capacity as an exiting Lender (for the purposes of this sentence only, as defined in the Credit Agreement prior to incorporating the amendments contemplated by Article 2 hereof); and
• (b) each of the parties hereto acknowledges that Mizuho Bank, Ltd. is not a Lender hereunder or under the Credit Agreement and each of the parties hereto agree that

notwithstanding any term or condition contained in any Credit Document, Mizuho Bank, Ltd. shall not be required to sign any further amendments, waivers, acceptances or consents to this agreement or other Credit Documents.

[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

clair Name: James Slave $By:$

THE BANK OF NOVA SCOTIA, as Administrative Agent

By:

Name: Clement Yu Title: Director

By: Adam R. Kennel Name: Associate Director Title:

THE BANK OF NOVA SCOTIA, as Lender

$By:$

Name: Title:

$By:$

Name: Title:

THE BANK OF NOVA SCOTIA, as Issuing Lender

By:

Name: Title:

By:

Name:

Title:

THE BANK OF NOVA SCOTIA, as Administrative Agent

By:

Name: Title:

By:

Name: Title:

THE BANK OF NOVA SCOTIA, as Lender

By Name: Title: Kurt R. Foellmer Director By: Name: Stephen MacNeil Title: Associate Directo: THE BANK OF NOVA SCOTIA, as Issuing Lender $B_1$ Name Kurt R. Foellmer Title: Director By: Name: Title:

Stephen MacNeil Associate Director

CANADIAN IMPERIAL BANK OF COMMERCE, as Lender

Name:	Peter Rawlins
Title:	Managing Director
Name:	Jens Paterson
Title:	Executive Director

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

Name: /Ban
Title:
By
Name:
Title:
John Davis Senior Vice-President Regional Manager

Capstone First Amending Agreement

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

By: Jonathan Cain Name: Authorized Signatory Title:

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Name: Title:

Capstone First Amending Agreement

BANK OF MONTREAL, as Lender

$By:$

Name:	Derek Tovich
Title:	Managing Director

EXPORT DEVELOPMENT CANADA, as Lender

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$By:$ Name: JOHEL
10 HANAGOL Title: UMA

$By:$ Chri Ò, Name:

Title:

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Christiane de Billy
Senior Financing Manager

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Capstone First Amending Agreement

	ING CAPITAL LLC, as Lender
By:
Name:
Title:	Remko van de Water
	Managing Director
Bγ.
Name:
Title:	Anne van Riel
	Director

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Capstone First Amending Agreement

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MIZUHO BANK, LTD.

₽	OBERT MACKINNON

By: Name: Title:

Managing Director
Canada Branch

By:

Name: Title:

SCHEDULE A LENDERS AND INDIVIDUAL COMMITMENTS

Lenders	Individual Commitment
The Bank of Nova Scotia	Credit Facility: \$65,000,000
Canadian Imperial Bank of Commerce	Credit Facility: \$65,000,000
Wells Fargo Bank N.A. Canadian Branch	Credit Facility: \$60,000,000
Citibank, N.A., Canadian Branch	Credit Facility: \$40,000,000
Bank of Montreal	Credit Facility: \$40,000,000
Export Development Canada	Credit Facility: \$40,000,000
ING Capital LLC	Credit Facility: \$40,000,000

SCCORPOHEDULE GRATE CHART

SCHEDULE K APPLICABLE RATE

	Total Leverage Ratio	LIBOR, BA Stamping Fee or Financial LC Fee margin per annum	Prime Rate Loan or Base Rate Loan interest rate margin per annum	Standby Fee on Available Credit per annum	Non-Financial Letter fee rate per annum
Level I	< 1.0x	2.50%	1.50%	0.5625%	1.625%
Level II	>1.0x-<2.0x	2.75%	1.75%	0.61875%	1.7875%
Level III	>2.0x-<2.5x	3.00%	2.00%	0.675%	1.95%
Level IV	>2.5x	3.50%	2.50%	0.7875%	2.275%

For Fiscal Quarters up to and including the Fiscal Quarter ending March 31, 20191

For each Fiscal Quarter thereafter

1

	Total Leverage Ratio	LIBOR, BA Stamping Fee or Financial LC Fee margin per annum	Prime Rate Loan or Base Rate Loan interest rate margin per annum	Standby Fee on Available Credit per annum	Non-Financial Letter fee rate per annum
Level I	< 1.0x	3.00%	2.00%	0.6750%	1.95%
Level II	>1.0x-<2.0x	3.25%	2.25%	0.7313%	2.1125%
Level III	>2.0x-<2.5x	3.50%	2.50%	0.7875%	2.275%
Level IV	>2.5x-<3.0x	4.00%	3.00%	0.9000%	2.60%
Level V	>3.0x	4.50%	3.50%	1.0125%	2.925%

At any time that the Credit Limit is less than or equal to \$300,000,000 on or prior to January 16, 2019:

⁽i) the Applicable Rate for LIBOR, BA Stamping Fee and Financial L/C Fee as well as for Prime Rate Loans or Base Rate Loans shall each be decreased by 0.25% per annum;

⁽ii) the Applicable Rate for Standby Fees shall be decreased by 0.05625% per annum; and

⁽iii) the Applicable Rate for Non-Financial Letters shall be decreased by 0.1625% per annum.