Capstone Copper Corp. — Capital/Financing Update 2022

Jun 14, 2022

THIRD AMENDMENT TO THE COMMON TERMS AGREEMENT

October 13, 2021

between MANTOVERDE S.A. as Borrower

MUFG BANK, LTD. as Administrative Agent

BANCO DE CRÉDITO E INVERSIONES

as Onshore Collateral Agent

BNP PARIBAS as Offshore Collateral Agent

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This third amending agreement to the Common Terms Agreement is dated October 13, 2021 (this “ Agreement ”), and made between:

MANTOVERDE S.A. , a sociedad anónima , duly incorporated and validly existing under the laws of Chile (the “ Borrower ”);

MUFG BANK, LTD. , as Administrative Agent in its capacity as agent (acting on behalf of the Required Majority) for and on behalf of each of the Finance Parties (in such capacity, together with its successors and permitted assigns, the “ Administrative Agent ”);

BNP PARIBAS , as Offshore Collateral Agent for and on behalf of each of the Finance Parties (the “ Offshore Collateral Agent ”); and

BANCO DE CRÉDITO E INVERSIONES , as Onshore Collateral Agent (in such capacity, together with its successors and permitted assigns, the “ Onshore Collateral Agent ”),

together, the ” Parties ”.

RECITALS

• (A) The Parties and others have entered into the Common Terms Agreement dated 4 February 2021 (as amended on 16 April 2021 and 22 June 2021) between, among others, the Borrower, the Administrative Agent, the Offshore Collateral Agent, the Onshore Collateral Agent, and the other parties and financial institutions party to it from time to time (the “ Common Terms Agreement ”) to set out the terms and conditions common to the Facilities made available for the purpose of the financing of the Project.

• (B) The Senior Lenders have agreed to make available to the Borrower, certain Facilities on, and subject to, the terms and conditions of the Common Terms Agreement, and the other Finance Documents.

• (C) The Permitted Hedging Providers have agreed to execute Hedging Transactions under, and subject to, certain Permitted Hedge Agreements, and terms and conditions of the Common Terms Agreement, and the other Finance Documents.

• (D) The Borrower, the Intercreditor Agent, the Administrative Agent, the Collateral Agent, the Senior Lenders, the Permitted Hedging Providers among others, have entered into a Collateral Agency and Intercreditor Agreement, dated 4 February 2021 (the “ Intercreditor Agreement ”).

• (E) The Borrower requested: (a) waivers of, and amendments to, Section 9.1(i) of the Common Terms Agreement and (b) for the purpose of the first Utilisation only, a reduction of the number of Business Days required for: (x) the delivery of the first Utilisation Request, (y) notification by each Facility Agent to the relevant Lenders of the first Utilisation Date, and (z) the satisfaction of the conditions precedent to the first Utilisation, in each case, in the form of a waiver amendment request letter dated 14 July 2021 (the “ Request Letter ”).

• (F) The Borrower also requested certain waivers of (amongst other things), and amendments to, the requirements under Section 9.1(i) of the Common Terms Agreement, in the form of a waiver request letter dated 02 August 2021 (the “ Waiver Letter ”).

• (G) The Finance Parties approved the terms of the Request Letter, the Waiver Letter, and the amendments and waivers requested in each of them by countersigning the Waiver Letter, in accordance with the terms of the Intercreditor Agreement.

• (H) The Parties are entering into this this Agreement to formally record the amendments to the Common Terms Agreement proposed in the Waiver Letter.

• (I) Each of the Administrative Agent (acting on the instructions of the Required Majority) and the Offshore Collateral Agent is executing and delivering this Agreement on behalf of each of the Finance Parties pursuant to section 23.4(d) ( Amendment and Waiver ) of the Common Terms Agreement.

In consideration of the mutual promises contained in this Agreement, the adequacy of which are hereby acknowledged by each Party, the Parties HEREBY AGREE AS FOLLOWS:

1.1 Amendments to Section 9.1 Common Terms Agreement

With effect from the date of the Waiver Letter, the Common Terms Agreement shall have been amended as follows:

• (a) Section 9.1(i)(i)(A)(I) of the the Common Terms Agreement shall be amended and restated in its entirety as follows:

• “(I) the policies of insurance referred to above to contain customary endorsements for the benefit of the Collateral Agents (as applicable) in the form required pursuant to Schedule K, other than the non-vitiating endorsement as set out in Schedule K, Appendix B, Part I, paragraph 9(e) ( Multiple Insureds Clause ) of this Agreement only with respect to the marine cargo insurance policy numbered 54728-547229 issued by Unnio Seguros Generales S.A., which shall be delivered no later than November 30, 2021.”

• (b) Section 9.1(i)(i)(B) of the the Common Terms Agreement shall be amended and restated in its entirety as follows:

• “(x) no later than November 30 2021, insure and keep insured with financially sound and reputable insurance and reinsurance companies all of its Collateral (including the Project Property) in amounts and against losses or damages on a basis consistent with Good Industry Practice, Applicable Law, and, to the extent available on commercially reasonable terms, as set forth in and in accordance with Schedule K ( Insurances) (except in respect of the deductibles in respect of the “Construction All Risks” Insurance referred to in paragraph 1 of Part 1 Appendix A of Schedule K ( Insurances) and the “Material Damage All Risks” Insurance referred to in paragraph 1 of Part 2 of Appendix A of Schedule K ( Insurances) to which Section 9.1(i)(ii) shall apply) and cause:

(I) the policies of reinsurance referred to above to contain customary endorsements for the benefit of the Collateral Agents (as applicable) in the form required pursuant to Schedule K; and

(II) each participating reinsurer to acknowledge the assignment of the reinsurances by way of security further to Section 9.1(i)(i)(A)(II), all in a form acceptable to the Administrative Agent acting reasonably; and

• (y) insure and keep insured with financially sound and reputable insurance and reinsurance companies all of its Collateral (including the Project Property) in amounts and against losses or damages on a basis consistent with Good Industry Practice, Applicable Law, and, to the extent available on commercially reasonable terms, as set forth in and in accordance with Schedule K ( Insurances) (except in respect of the deductibles in respect of the “Construction All Risks” Insurance

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referred to in paragraph 1 of Part 1 Appendix A of Schedule K ( Insurances) and the “Material Damage All Risks” Insurance referred to in paragraph 1 of Part 2 of Appendix A of Schedule K ( Insurances) to which Section 9.1(i)(ii) shall apply) and cause:

(I) the Collateral Agents, the Administrative Agent and the other Secured Parties to be named as an additional insured including with respect to public liability insurance and reinsurance;

(II) the Onshore Collateral Agent to be named as loss payee of all indemnification proceeds under all insurance policies (except with respect to any third party liability) and cause the Offshore Collateral Agent to be named as loss payee of all indemnification proceeds under all reinsurance policies (except with respect to any third party liability) in accordance with the loss payee provisions in Part 1 and Part 2, Appendix B of Schedule K;

(III) all claims under such insurance to be diligently pursued by it; and provide such information with respect to the insurances, reinsurances and endorsements described in Section 9.1(i)(i) as may reasonably be required from time to time to enable the Independent Insurance Consultant to provide such insurance reports as are reasonably required by the Administrative Agent in respect of such matters.”

• (c) Section 9.1(i) shall be amended to include a new paragraph (iv) as follows:

• “(iv) deliver to the Finance Parties notice immediately upon becoming aware of the insolvency, or of any material adverse change in the financial condition, of any insurer.”

• (d) Section 9.1(i) shall be amended to include a new paragraph (v) as follows:

• “(v) immediately procure the replacement of any insolvent insurer.”

1.2 Representations and Warranties

The Borrower represents and warrants to each Finance Party, on the date of this Agreement as follows:

• (a) upon this Agreement becoming effective, the Repeating Representations of the Borrower will be true, accurate and complete in all material respects by reference to the facts and circumstances then subsisting, to the same extent as though made on and as of this date (or the date this Agreement becomes effective); and

• (b) upon this Agreement becoming effective, no Potential Event of Default or Event of Default has occurred and is continuing.

1.3 Interpretation

• (a) Capitalised terms used (but not otherwise defined) in this Agreement and its preamble and recitals have the meaning given to them in the Common Terms Agreement.

• (b) The provisions of sections 1.2 ( Certain Rules of Interpretation ), 1.3 ( Currency ), 1.4 ( Knowledge ), 1.5 ( No Subordination ), and 1.6 ( Conflict ) of the Common Terms Agreement apply to this Agreement as if set forth in this Agreement, mutatis mutandis .

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1.4 Third-Party Rights

• (a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement.

• (b) Subject to section 6.5(a) of the Common Terms Agreement but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

1.5 References to and Effect on Other Finance Documents

• (a) Each of the parties to this Agreement agrees that it constitutes a Finance Document for all purposes under the Common Terms Agreement and the other Finance Documents.

• (b) On and after the effectiveness of this Agreement, each reference in the Common Terms Agreement to “this Agreement”, the “Common Terms Agreement”, “hereunder”, “hereof” or words of like import referring to the Common Terms Agreement, and each reference in the other Finance Documents to the “Common Terms Agreement”, “thereunder”, “thereof” or words of like import referring to the Common Terms Agreement, shall mean and be a reference to the Common Terms Agreement, as modified by this Agreement.

• (c) The Common Terms Agreement, as specifically modified by this Agreement, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described in such Security Documents do and shall continue to secure the payment of all Obligations of the Borrower under the Common Terms Agreement, as modified by this Agreement.

• (d) The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided in this Agreement: (i) operate as a waiver of any right, power or remedy of any Senior Lender, Permitted Hedging Provider or any Agent under any of the Finance Documents, nor constitute a waiver of any provision of any of the Finance Documents, (ii) prejudice any other right, power or remedy which the Senior Lenders, the Permitted Hedging Provider or any Agent now have or may have in the future under or in connection with the Common Terms Agreement or the other Finance Documents, or (iii) be a novation ( novación ) of the obligations of the Borrower under any of the Finance Documents.

1.6 Partial Invalidity

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, that will not affect or impair: (i) the legality, validity or enforceability in that jurisdiction of any other provision of the Finance Documents; or (ii) the legality, validity or enforceability in other jurisdictions of that or any other provision of the Finance Documents.

1.7 Notices

The provisions of Section 22.1 ( Notices ) of the Common Terms Agreement shall apply to this Agreement.

1.8 Counterparts

The provisions set out in section 23.13 ( Counterparts ) of the Common Terms Agreement are incorporated by reference in this Agreement as if fully contained in this Agreement.

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1.9 Governing Law and Jurisdiction

This Agreement is governed by English law. The provisions set out in section 23.10 ( Governing Law; Jurisdiction ) of the Common Terms Agreement are incorporated by reference in this Agreement as if fully contained in this Agreement.

1.10 Enforcement

The provisions set out in section 23.11 ( Service of Process ) of the Common Terms Agreement are incorporated by reference in this Agreement as if fully contained in this Agreement.

IN WITNESS WHEREOF this Agreement has been executed by the parties on the date first written above.

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(S) Authorized Signatory

EXECUTED and DELIVERED by ) MUFG Bank, Ltd as Administrative Agent , acting by ) (S) Authorized Signatory

( Signature page to Third Amending Agreement to Common Terms Agreement )

EXECUTED and DELIVERED by ) BNP Paribas as Offshore Collateral Agent , acting by )

(S) Authorized Signatory

( Signature page to Third Amending Agreement to Common Terms Agreement )

EXECUTED and DELIVERED by ) BANCO DE CRÉDITO E INVERSIONES as Onshore ) Collateral Agent , acting by ) )

(S) Authorized Signatory

( Signature page to Third Amending Agreement to Common Terms Agreement )