Capstone Copper Corp. — Capital/Financing Update 2022

Jun 14, 2022

Execution Version

FOURTH AMENDMENT TO COMMON TERMS AGREEMENT

November 24, 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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Mantoverde S.A.: Fourth Amending Agreement to Common Terms Agreement

This fourth amending agreement to the Common Terms Agreement is dated November 24, 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 (acting on behalf of the Majority Senior Lenders) 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 February 4, 2021 (as amended on April 16, 2021, June 22, 2021 and October 13, 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 certain amendments to the Bonding Facility Agreement and the Common Terms Agreement, in the form of an amendment request letter originally dated 13 October 2021 and reissued on 15 October 2021 (the “ Request Letter ”). The Required Majority approved the terms of the Request Letter and the amendment requested in it, in accordance with the terms of the Intercreditor Agreement, and on the condition of the execution of this Agreement to formally record the proposed amendments to the Common Terms Agreement.

• (F) 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 the Section 1.1 Common Terms Agreement

• (a) With effect from the date of this Agreement, the definition of Closure Bond in section 1.1 of the Common Terms Agreement shall have been amended and restated as follows:

• ““ Closure Bond ” means each bond to be delivered by the Borrower to (i) Sernageomin or any other Chilean Governmental Body, as guarantee for the Borrower’s obligations under the Closure Plan, pursuant to Law No. 20,551, as amended; or (ii) the General Water Directorate in accordance with Applicable Laws, in the form of on demand certificates of deposit ( certificados de depósito a la vista) , on demand bank guarantees ( boletas bancarias de garantía a la vista ), certificates of deposit of less than 360 days effectiveness, stand-by letters of credit, or other financial instruments authorised by Applicable Law, in each case denominated in Unidades de Fomento , to be provided and maintained in accordance with applicable Chilean law and the requirements of the CMF, in a form acceptable to Sernageomin, the General Water Directorate or any other Chilean Governmental Body (as applicable).”

• (b) With effect from the date of this Agreement, the following defined term shall be added to section 1.1 of the Common Terms Agreement:

““ General Water Directorate ” means the Dirección General de Aguas (DGA), the Chilean governmental agency in charge of managing, verifying and providing water information in Chile, especially regarding its quantity and quality, the natural and legal persons who are authorised to use it, the hydraulic works existing and their security.”

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 and except as set out in section 3.2(B)(2) of the Request Letter, 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 .

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.

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• (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.

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.

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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

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EXECUTED and DELIVERED by ) MUFG Bank, Ltd as Administrative Agent , acting by )

(S) Authorized Signatory

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

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

(S) Authorized Signatory

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