Capstone Copper Corp. — Merger & Acquisition 2022

Mar 30, 2022

EXECUTION VERSION

MANTOS COPPER (BERMUDA) LIMITED

and

CAPSTONE MINING CORP.

ARRANGEMENT AGREEMENT November 30, 2021

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

		ARTICLE 1 INTERPRETATION
Section	1.1	Defined Terms. .................................................................................................... 1
Section	1.2	Certain Rules of Interpretation. ...................................................................... 17
Section	1.3	Schedules. ........................................................................................................... 18

ARTICLE 2

THE ARRANGEMENT

		ARTICLE 2 THE ARRANGEMENT
Section	2.1	Arrangement ...................................................................................................... 19
Section	2.2	Interim Order ..................................................................................................... 19
Section	2.3	The Company Meeting ..................................................................................... 20
Section	2.4	The Company Circular ..................................................................................... 22
Section	2.5	Final Order ......................................................................................................... 23
Section	2.6	Court Proceedings ............................................................................................ 23
Section	2.7	Incentive Plan Matters ...................................................................................... 24
Section	2.8	Amendments and Effective Date .................................................................... 24
Section	2.9	Payment or Delivery of Consideration .......................................................... 25
Section	2.10	Withholding Taxes ............................................................................................ 25
Section	2.11	U.S. Securities Law Matters ............................................................................. 25
Section	2.12	U.S. Tax Matters ................................................................................................ 27
Section	2.13	Adjustment to Consideration .......................................................................... 27
Section	2.14	New Capstone Matters ..................................................................................... 27

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company ....................................... 28 Section 3.2 Representations and Warranties of Mantos .................................................. 28

ARTICLE 4 COVENANTS

		ARTICLE 4 COVENANTS
Section	4.1	Conduct of Business of the Company. ........................................................... 29
Section	4.2	Conduct of Business of Mantos....................................................................... 32
Section	4.3	Covenants Regarding the Arrangement. ....................................................... 35
Section	4.4	Regulatory Approvals ...................................................................................... 38
Section	4.5	Access to Information ....................................................................................... 40
Section	4.6	Pre-Arrangement Reorganization .................................................................. 41
Section	4.7	Public Communications ................................................................................... 42
Section	4.8	Notice and Cure Provisions ............................................................................. 43
Section	4.9	Insurance and Indemnification ....................................................................... 43
Section	4.10	TSX Delisting ..................................................................................................... 44

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		ARTICLE 5
		ADDITIONAL COVENANTS REGARDING NON-SOLICITATION
Section	5.1	Non-Solicitation ................................................................................................ 44
Section	5.2	Notification of Acquisition Proposals ............................................................ 45
Section	5.3	Responding to an Acquisition Proposal ........................................................ 46
Section	5.4	Right to Match ................................................................................................... 47
Section	5.5	Breach by Subsidiaries and Representatives ................................................. 49
		ARTICLE 6
		CONDITIONS
Section	6.1	Mutual Conditions Precedent ......................................................................... 50
Section	6.2	Additional Conditions Precedent to the Obligations of Mantos ................ 50
Section	6.3	Additional Conditions Precedent to the Obligations of the Company ..... 51
Section	6.4	Satisfaction of Conditions ................................................................................ 52
		ARTICLE 7
		TERM AND TERMINATION
Section	7.1	Term ............................................................................................................... 52
Section	7.2	Termination ....................................................................................................... 52
Section	7.3	Effect of Termination/Survival ....................................................................... 55
		ARTICLE 8
		GENERAL PROVISIONS

		ARTICLE 8 GENERAL PROVISIONS
Section	8.1	Amendments ..................................................................................................... 55
Section	8.2	Termination Fees ............................................................................................... 55
Section	8.3	Expenses ............................................................................................................. 57
Section	8.4	Notices. ............................................................................................................... 57
Section	8.5	Time of the Essence........................................................................................... 58
Section	8.6	Injunctive Relief. ............................................................................................... 59
Section	8.7	Third Party Beneficiaries. ................................................................................. 59
Section	8.8	Waiver. ............................................................................................................... 59
Section	8.9	Entire Agreement. ............................................................................................. 59
Section	8.10	Successors and Assigns. ................................................................................... 60
Section	8.11	Severability. ....................................................................................................... 60
Section	8.12	Governing Law. ................................................................................................. 60
Section	8.13	Rules of Construction. ...................................................................................... 60
Section	8.14	No Liability. ....................................................................................................... 60
Section	8.15	Language. ........................................................................................................... 61
Section	8.16	Counterparts. ..................................................................................................... 61

SCHEDULES

SCHEDULE A PLAN OF ARRANGEMENT SCHEDULE B ARRANGEMENT RESOLUTION

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SCHEDULE C REPRESENTATIONS AND WARRANTIES OF THE COMPANY SCHEDULE D REPRESENTATIONS AND WARRANTIES OF MANTOS SCHEDULE E NEW CAPSTONE CONSTATING DOCUMENTS SCHEDULE F NEW CAPSTONE GOVERNANCE MATTERS SCHEDULE G REGISTRATION AND NOMINATION RIGHTS AGREEMENT

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ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of the 30[th] day of November, 2021,

BETWEEN:

MANTOS COPPER (BERMUDA) LIMITED , a company existing under the laws of Bermuda ;

(“ Mantos ”)

• and -

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

(the “ Company ”).

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“ Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than Mantos (or any affiliate of Mantos) after the date of this Agreement relating to: (i) any sale, disposition, alliance or joint venture (or any lease, long-term supply agreement or other arrangement having the same economic effect as the foregoing), direct or indirect, in a single transaction or a series of related transactions, of or involving assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries, taken as a whole, or of 20% or more of the voting or equity securities of the Company or any of its Subsidiaries that, individually or in the aggregate, represent 20% or more of the consolidated assets or contribute 20% or more of the consolidated revenue of the Company and its Subsidiaries, taken as a whole (or rights or interests in such voting or equity securities); (ii) any direct or indirect take-over bid, exchange offer, treasury issuance of securities, sale of securities or other transaction that, if consummated, would

result in such Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities of the Company or any of its Subsidiaries that, individually or in the aggregate, represent 20% or more of the consolidated assets or contribute 20% or more of the consolidated revenue of the Company and its Subsidiaries, taken as a whole (including securities convertible or exercisable or exchangeable for voting, equity or other securities of the Company or any of its Subsidiaries) (in each case of (i) and (ii), determined based upon the most recently publicly available consolidated financial statements of the Company); (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Company or any of its Subsidiaries; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

“ Affected Securityholders ” means, collectively, the Company Shareholders and the holders of Company Incentive Securities.

“ affiliate ” has the meaning specified in National Instrument 45-106 – Prospectus and Registration Exemptions .

“Agreement” means this arrangement agreement.

“Anti-Corruption Laws ” means any applicable Laws, regulations, or orders relating to antibribery or anti-corruption, including without limitation, the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act of 1977, as amended, and any other applicable anti-corruption laws or regulations in the places in which Company operates or does business, including all national and international Laws enacted to implement the OECD Convention on Combatting Bribery of Foreign Officials in International Business Transactions.

“ Arrangement ” means an arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and Mantos, each acting reasonably.

“ Arrangement Resolution ” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting, substantially in the form of Schedule B.

“Arrangement Securities” means all securities to be issued pursuant to the Arrangement, including the Consideration Shares and the Replacement Options .

“ associate ” has the meaning specified in the Securities Act (British Columbia).

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“ Authorization ” means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

“ BCBCA ” means the Business Corporations Act (British Columbia).

“ Breaching Party ” has the meaning specified in Section 4.8(3).

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in New York, New York or Vancouver, British Columbia.

“ Change in Recommendation ” has the meaning specified in Section 7.2(1)(d)(ii).

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Collective Agreement ” means, with respect to a Party, all collective bargaining agreements or union agreements applicable to such Party or any of its Subsidiaries and all related letters or memoranda of understanding applicable to such Party or any of its Subsidiaries which impose obligations upon such Party or any of its Subsidiaries.

“ Commissioner of Competition ” means the Commissioner of Competition appointed pursuant to Subsection 7(1) of the Competition Act or his or her designee.

“ Company ” has the meaning specified in the preamble hereto .

“ Company Board ” means the board of directors of the Company as constituted from time to time.

“ Company Board Recommendation ” has the meaning specified in Section 2.4(2).

“ Company Circular ” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Company Data Room ” means the material contained in the virtual data room established by the Company as at 5:00 p.m. on November 29, 2021, the index of documents of which is appended to the Company Disclosure Letter.

“ Company Disclosure Letter ” means the disclosure letter dated the date of this Agreement and executed and delivered by the Company to Mantos with this Agreement.

“ Company DSUs ” means the outstanding deferred share units issued under the Company DSU Plan.

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“ Company DSU Plan ” means the deferred share unit plan of the Company dated August 14, 2012, as amended on December 21, 2015.

“ Company Employees ” means the officers and employees of the Company and its Subsidiaries.

“ Company Filings ” means all documents publicly filed under the profile of the Company on the System for Electronic Document Analysis Retrieval (SEDAR) since January 1, 2020.

“ Company Financial Advisors ” means GenCap Mining Advisory and CIBC World Markets Inc.

“ Company Financial Statements ” has the meaning specified in Paragraph (10) of Schedule C (Representations and Warranties of the Company).

“ Company Incentive Securities ” means, collectively, the Company Options, Company RSUs, Company PSUs and Company DSUs.

“ Company Incentive Unit Plans ” means, collectively, the Company Treasury Share Unit Plan and the Company Share Unit Plan.

“ Company Intellectual Property Rights ” has the meaning specified in Paragraph (24) of Paragraph C (Representations and Warranties of the Company).

“ Company Locked-up Shareholders ” means Hadrian Capital Partners Inc. and all of the directors and senior officers of the Company.

“ Company Meeting ” means the special meeting of Company Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

“ Company Mineral Rights ” has the meaning specified in Paragraph (20)(a)(ii) of Schedule C (Representations and Warranties of the Company).

“ Company Option Plan ” means the incentive share option and bonus share plan of the Company dated February 9, 2011, as amended on March 27, 2014 and February 15, 2017.

“ Company Options ” means the outstanding options to purchase Company Shares issued pursuant to the Company Option Plan.

“ Company PSUs ” means the outstanding performance share units issued under the Company Incentive Unit Plans.

“ Company Real Property Interests ” has the meaning specified in Paragraph (19) of Schedule C (Representations and Warranties of the Company).

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“ Company RSUs ” means the outstanding restricted share units issued under the Company Incentive Unit Plans.

“ Company Shareholder Approval ” has the meaning specified in Section 2.2(1)(b).

“ Company Shareholders ” means the registered and/or beneficial holders of the Company Shares, as the context requires.

“ Company Share Unit Plan ” means the share unit plan of the Company dated August 14, 2012, as amended on February 11, 2020 and February 23, 2021.

“ Company Shares ” means the common shares in the capital of the Company.

“ Company Technical Reports ” means, collectively: (i) the technical report titled “NI 43-101 Technical Report on the Pinto Valley Mine, Arizona, USA” prepared for the Company with an effective date of March 31, 2021 in respect of the Pinto Valley Mine; (ii) the technical report titled “NI 43-101 Technical Report on the Cozamin Mine, Zacatecas, Mexico” prepared for the Company with an effective date of October 31, 2020 in respect of the Cozamin Mine; and (iii) the technical report titled “Santo Domingo Project Region III, Chile NI 43-101 Technical Report” prepared for the Company with an effective date of February 19, 2020 in respect of the Santo Domingo Project.

“ Company Treasury Share Unit Plan ” means the treasury share unit plan of the Company dated February 23, 2021.

“Competition Act” means the Competition Act (Canada), R.S.C., 1985, c. C-34 .

“ Competition Act Approval ” means, in respect of the transactions contemplated by this Agreement, the occurrence of one or more of the following: (i) the issuance of an advance ruling certificate pursuant to section 102 of the Competition Act that has not been rescinded; or (ii) both of (A) the receipt of a No Action Letter, and (B) the expiry, waiver or termination of any applicable waiting periods under section 123 of the Competition Act .

“ Confidentiality Agreement ” means the confidentiality agreement between the Company and Mantos dated August 24, 2020.

“ Consideration ” means, for each Company Share, one (1) Mantos Common Share.

“ Consideration Shares ” means the Mantos Common Shares to be issued in exchange for Company Shares pursuant to the Arrangement.

“ Constating Documents ” means articles of incorporation, amalgamation, or continuation, as applicable, by-laws and all amendments to such articles or by-laws.

“ Continuance ” has the meaning specified in Section 2.14(a).

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“ Contract ” means any legally binding agreement, commitment, engagement, contract, franchise, licence, obligation or undertaking (written or oral) to which a Party or any of its respective Subsidiaries is a party or by which it or any of its respective Subsidiaries is bound or affected or to which its or any of its respective Subsidiaries’ properties or assets is subject .

“ Court ” means the Supreme Court of British Columbia.

“ Covid-19 Measures ” has the meaning specified in Section 4.1(1).

“ Depositary ” means Computershare Investor Services Inc. or such other Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of Mantos, acting reasonably.

“ Disclosing Party ” has the meaning ascribed to such term in Transferred Information.

“ Dissent Rights ” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“ Effective Date ” means the date upon which the Arrangement becomes effective, as set out in Section 2.8.

“ Effective Time ” means the time on the Effective Date that the Arrangement becomes effective, as set out in the Plan of Arrangement.

“ Employee Plans ” means all health, welfare, supplemental unemployment benefit, change of control, bonus, profit sharing, option, insurance, compensation, incentive, incentive compensation, deferred compensation, performance award, phantom equity, stock or stock-based, change in control, retention, share purchase, share compensation, disability, pension, savings, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement. severance or termination pay, retirement or retirement savings plans, or other employee benefit plans, policies, trusts, funds, agreements, or arrangements for the benefit of current or former employees, officers, directors, retirees, independent contractors or consultants of a Party or any of its Subsidiaries, or any spouse or dependent of such individuals, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered, bargained or unbargained, insured or self-insured, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which are maintained or otherwise funded or contributed to, or required to be funded or contributed to, by or binding upon such Party or any of its Subsidiaries or in respect of which such Party or any of its Subsidiaries has an actual or contingent liability, other than any statutory plans administered by a Governmental Entity, including the Canada Pension Plan and Québec Pension Plan and plans administered pursuant to applicable federal or provincial health, worker’s compensation or employment insurance legislation.

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“ Environmental Laws ” means all Laws and agreements with Governmental Entities, all agreements or commitments with local communities or organizations and all other statutory requirements relating to public health and safety, worker health and safety, noise control, pollution, reclamation or the protection of the environment or to the generation, production, installation, use, storage, treatment, transportation, disposal, Release or threatened Release of Hazardous Substances, including civil responsibility for acts or omissions with respect to the environment, and all Authorizations issued pursuant to such Laws, agreements or other statutory requirements.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ Exchange Ratio ” means the number of Mantos Common Shares to be issued for each Company Share pursuant to the Arrangement.

“ Fairness Opinions ” means the opinions of each of the Company Financial Advisors to the effect that, as of the date of this Agreement, the Consideration to be received by the Company Shareholders is fair, from a financial point of view, to such holders.

“ Final Order ” means the final order of the Court in a form acceptable to both the Company and Mantos, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and Mantos, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both the Company and Mantos, each acting reasonably).

“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

“ Hazardous Substances ” means any element, waste or other substance, whether natural or artificial and whether consisting of gas, liquid, solid or vapour that is prohibited, listed, defined, judicially interpreted, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials in any form, radon, radioactive materials or wastes, lead or lead-containing materials, urea formaldehyde foam insulation and polyfluoroalkyl substances including polychlorinated biphenyls, or any substance which is deemed under Environmental Laws to be deleterious to natural resources or worker or public health and safety or having a significant adverse effect upon the environment or human life or health.

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“ HSR Act ” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“ HSR Approval ” means the expiration or early termination of any waiting period, and any extension thereof, applicable to the completion of the transactions contemplated by this Agreement under the HSR Act.

“ IFRS ” means generally accepted accounting principles as set-out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

“ Intellectual Property ” means all intellectual property or proprietary rights, including any of the following: (i) patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuationsin-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing); (ii) registered and unregistered trademarks, service marks and trade names, pending trademark and service mark registration applications; (iii) registered and unregistered copyrights, and applications for registration of copyrights; (iv) internet domain names; and (v) trade secrets.

“ Interim Order ” means the interim order of the Court, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of both the Company and Mantos, each acting reasonably.

“ IRS ” means the United States Internal Revenue Service.

“ Key Consents ” means the consents listed in Schedule A to the Mantos Disclosure Letter and those listed in Schedule A to the Company Disclosure Letter.

“ Key Regulatory Approvals ” means HSR Approval, Competition Act Approval, Mexican Antitrust Approval and other Regulatory Approvals so designated mutually by the Parties .

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.

“ Lien ” means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim or lien (statutory or otherwise), in each case, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

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“ Mantos ” has the meaning specified in the preamble hereto .

“ Mantos Class A Shares ” means the Class A common stock in the capital of Mantos.

“ Mantos Class B Shares ” means the Class B common stock in the capital of Mantos.

“ Mantos Class C Shares ” means the Class C common stock in the capital of Mantos.

“ Mantos Common Shares ” means, following the completion of the Share Consolidation and the Continuance, the common shares in the capital of Mantos.

“ Mantos Data Room ” means the material contained in the virtual data room established by the Company as at 5:00 p.m. on November 29, 2021, the index of documents of which is appended to the Mantos Disclosure Letter.

“ Mantos Disclosure Letter ” means the disclosure letter dated the date of this Agreement and executed and delivered by Mantos to the Company with this Agreement.

“ Mantos Employees ” means the officers and employees of Mantos and its Subsidiaries.

“ Mantos Intellectual Property Rights ” has the meaning specified in Paragraph (22) of Schedule D (Representations and Warranties of Mantos).

“ Mantos Mineral Rights ” has the meaning specified in Paragraph (18)(a)(i) of Schedule D (Representations and Warranties of Mantos).

“ Mantos Pre-Share Consolidation Shares ” means, collectively, Mantos Class A Shares, Mantos Class B Shares and Mantos Class C Shares.

“ Mantos Real Property Interests ” has the meaning specified in Paragraph (18)(a)(ii) of Schedule D (Representations and Warranties of Mantos).

“Mantos Technical Reports” means, collectively: (i) the draft technical report titled “Mantos Blancos NI 43-101 Technical Report Antofagasta/ Región de Antofagasta, Chile” prepared for Mantos Copper S.A. in respect of the Mantos Blancos Mine made available to the Company on November 28, 2021; and (ii) the draft technical report titled “Mantoverde Mine and Development Project NI 43-101 Technical Report Chañaral / Región de Atacama, Chile” prepared for Mantos in respect of the Mantoverde Mine made available to the Company on November 28, 2021.

“ Matching Period ” has the meaning specified in Section 5.4(1)(e).

“ Material Adverse Effect ” means, in respect of any Party, any fact or state of facts, circumstance, change, effect, occurrence or event that, individually or in the aggregate with other facts, state of facts, circumstances, changes, effects, occurrences or events is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, properties, assets, liabilities (whether

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absolute, accrued, contingent or otherwise) or financial condition of such Party and its Subsidiaries, on a consolidated basis, except for and excluding any fact or state of facts, circumstance, change, effect, occurrence or event to the extent resulting from or arising in connection with:

• (a) any adoption, proposal, implementation or change in Law or any interpretation of Law by any Governmental Entity;

• (b) any change in IFRS (or authoritative interpretation thereof);

• (c) any change, development or condition in or relating to global, national, provincial or regional political conditions (including strikes, lockouts, riots, the outbreak or escalation of war or acts of terrorism or declarations of a state of emergency) or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets, including credit markets or securities markets;

• (d) any change, development or condition generally affecting the copper mining industries;

• (e) climatic or other national events or conditions (including any earthquake or other natural disaster or weather condition);

• (f) pandemics (including COVID-19 and any variants/mutations thereof), epidemics or similar events, or the worsening of any of the foregoing or the implementation of any COVID-19 Measures;

• (g) any change (on a current or forward basis) in the price of copper;

• (h) the failure of such Party to meet any internal or published projections, forecasts or estimates in respect of revenues, earnings, production or other financial or reporting metrics or changes in the market price, credit rating or trading volume of such Party’s securities (it being understood that the underlying facts giving rise or contributing to such failure or change may, if not otherwise excluded from this definition of Material Adverse Effect, be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect);

• (i) the execution, announcement, pendency or performance of this Agreement or consummation of the Arrangement including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of such Party or any of its Subsidiaries with any of its current or prospective employees, lenders, shareholders, suppliers or other business partners; or

• (j) any actions taken (or omitted to be taken) (i) at the written request, or with the prior written consent, of the other Party hereto or (ii) as required by Law,

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provided, however, that (1) with respect to clauses (a) through to and including (g) above, if such matter has a materially adverse disproportionate effect on the Party and its Subsidiaries, on a consolidated basis, relative to other comparable companies and entities operating in such Party’s and its Subsidiaries’ industries, businesses or segments thereof, such matter may be taken into account in determining whether a Material Adverse Effect has occurred in respect of such Party, but only to the extent of the disproportionate effect; and (2) references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Material Adverse Effect has occurred.

“ Material Contract ” means, in respect of any Party, any Contract:

• (a) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect on such Party;

• (b) that is a lease, sublease, license or right of way or occupancy agreement for real property which has a value in excess of $5 million or that is material to the business or to an operation of such Party and its Subsidiaries, on a consolidated basis;

• (c) relating to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, or for the deferred purchase price of property with an outstanding principal amount in excess of $5 million or which is otherwise secured by a Lien;

• (d) under which such Party or any of its Subsidiaries has directly or indirectly guaranteed any liabilities or obligations of a third party (other than ordinary course endorsements for collection) in excess of $5 million in the aggregate;

• (e) providing for the establishment, investment in, operation, organization or formation of any joint venture, strategic relationship, limited liability company, partnership or similar entity;

• (f) that is a material Contract with any Governmental Entity;

• (g) that is a Collective Agreement;

• (h) that restricts such Party and/or its Subsidiaries from paying dividends or other distributions to its shareholders;

• (i) that is a contractual royalty, production payment, net profits, earn-out, streaming agreement, metal prepayment or similar Contract that has a value or potential value in excess of $5 million;

• (j) that relates to any commodity swap, hedge, derivative, forward or off-take arrangement;

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• (k) under which such Party or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $5 million over the remaining term of the Contract;

• (l) that limits or restricts, or purports to limit or restrict, such Party or any of its Subsidiaries from engaging in any line of business or any geographic area in any material respect;

• (m) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $5 million; or

• (n) that is otherwise material to such Party and its Subsidiaries, taken as a whole;

and, for greater certainty, with respect to the Company, includes the Material Contracts listed in Section (17)(a) of the Company Disclosure Letter and, with respect to Mantos, includes the Material Contracts listed in Section (15) of the Mantos Disclosure Letter.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions .

“ Mexican Antitrust Approval ” means the approval of the Arrangement by the Mexican Federal Economic Competition Commission (COFECE).

“ Misrepresentation ” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

“ Money Laundering Laws ” has the meaning specified in Paragraph (33)(b) of Schedule C (Representations and Warranties of the Company).

“ New Capstone ” means Mantos following the Effective Time.

“ New Capstone Board ” means the board of directors of New Capstone as constituted from time to time.

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects .

“ No Action Letter ” means written confirmation from the Commissioner of Competition that he or she does not, at that time, intend to make an application under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement.

“ officer ” has the meaning specified in the Securities Act (British Columbia).

“ Ordinary Course ” means, with respect to an action taken by a Party or its Subsidiaries, that such action is consistent with the past practices of such Party and

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its Subsidiaries and is taken in the ordinary course of the normal day-to-day operations of the business of such Party and its Subsidiaries (it being acknowledged that any action taken in good faith and on a commercially reasonable basis to take into account any applicable COVID-19 Measures or in response to the actual or reasonably anticipated effects of COVID-19 or any variants/mutations thereof shall be deemed to have been taken in the Ordinary Course).

“ Outside Date ” means August 31, 2022, or such later date as may be agreed to in writing by the Parties, provided, however, that either Party shall have the right to extend the Outside Date for up to an additional 60 days (in 30-day increments) if any Key Regulatory Approval has not been obtained and has not been denied by a nonappealable decision of a Governmental Entity, by giving written notice to the other Party to such effect no later than 5:00 p.m. (Toronto time) on the date that is not less than five (5) days prior to the original Outside Date (and any subsequent Outside Date), provided that notwithstanding the foregoing, a Party shall not be permitted to extend the Outside Date pursuant to this clause (b) if the failure to obtain such Key Regulatory Approval is primarily the result of such Party’s failure to comply with its covenants herein, provided further that in the aggregate such extensions shall not extend beyond October 30, 2022.

“ Parties ” means the Company and Mantos and “ Party ” means any one of them.

“ Permitted Liens ” means, as of any particular time and in respect of a Party or any of its Subsidiaries, any one or more of the following:

• (a) Liens for Taxes which are not delinquent or that are being contested in good faith and that have been adequately reserved on such Party’s financial statements;

• (b) Liens of contractors, subcontractors, mechanics, materialmen, carriers, workmen, suppliers, warehousemen, repairmen and similar Liens granted or which arise in the Ordinary Course;

• (c) Liens arising under or in connection with zoning, building codes and other land use Laws regarding the use or occupancy of such real property or the activities conducted thereon which are imposed by any Governmental Entity;

• (d) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, license, franchise, grant, Authorization or permit of the Company or any of its Subsidiaries, to terminate any such lease, license, franchise, grant, Authorization or permit, or to require annual or other payments as a condition of their continuance;

• (e) easements, rights-of-way, encroachments, restrictions, covenants, conditions and other similar matters that, individually or in the aggregate, do not materially and adversely impact the Company’s and its Subsidiaries’ current or contemplated use, occupancy, utility or value of the applicable real property;

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• (f) in the case of the Company, Liens listed in Section 1.1 of the Company Disclosure Letter; and

• (g) in the case of Mantos, Liens listed in Section 1.1 of the Mantos Disclosure Letter.

“ Person ” includes any individual, partnership, association, body corporate, joint venture, limited liability company, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“ Plan of Arrangement ” means the plan of arrangement, substantially in the form of Schedule A, subject to any amendments or variations to such plan made in accordance with Section 8.1, the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and Mantos, each acting reasonably.

“ Pre-Acquisition Reorganization ” has the meaning specified in Section 4.5(1).

“ Recipient ” has the meaning ascribed to such term in Transferred Information.

“ Registration and Nomination Rights Agreement ” means the registration and nomination rights agreement among Orion Fund JV Limited, Orion Mine Finance Fund II LP, Orion Mine Finance (Master) Fund I-A LP and New Capstone, on terms substantially as set forth in Schedule G.

“ Regulatory Approval ” means any consent, waiver, permit, licence, exemption, review, order, decision or approval of, or any registration or filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Arrangement, and includes the Stock Exchange Approval and the Key Regulatory Approvals.

“ Release ” has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, depositing, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the environment.

“Replacement Option” means an option or right to purchase Mantos Common Shares granted by New Capstone in replacement of Company Options pursuant to the Arrangement.

“ Representatives ” means, collectively, in respect of a Person, its Subsidiaries and its affiliates and its and their officers, directors, employees, consultants, advisors, agents or other representatives (including financial, legal or other advisors).

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“ Sanctions ” has the meaning specified in Paragraph (33)(c) of Schedule C (Representations and Warranties of the Company).

“ Securities Authority ” means the British Columbia Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

“ Securities Laws ” means the Securities Act (British Columbia) and any other applicable Canadian provincial and territorial securities Laws, rules and regulations and published policies thereunder.

“ Share Consolidation ” means the consolidation of Mantos Pre-Share Consolidation Shares into Mantos Common Shares on the basis substantially as set forth in Schedule B to the Mantos Disclosure Letter.

“ Special Committee ” means the special committee consisting of independent members of the Company Board formed to consider, among other things, the Arrangement and the other transactions contemplated by this Agreement.

“ Stock Exchange Approval ” means the conditional approval of the TSX to list Mantos Common Shares to be issued pursuant to the Arrangement on the TSX, subject only to compliance with the usual requirements of the TSX, including customary post-closing deliveries.

“ Subject Securities ” has the meaning specific in Section 2.2(2).

“ Subsidiary ” has the meaning specified in National Instrument 45-106 - Prospectus and Registration Exemptions as in effect on the date of this Agreement.

“ Superior Proposal ” means any unsolicited bona fide written Acquisition Proposal from a Person who is an arm’s length third party of the Company, made after the date of this Agreement, to acquire not less than all of the outstanding Company Shares (other than voting shares owned by the person making the Superior Proposal) or all or substantially all of the assets of the Company on a consolidated basis that:

• (a) complies with Securities Laws and did not result from or involve a breach of this Agreement or any other agreement between the Person making the Acquisition Proposal and the Company or any of its Subsidiaries;

• (b) is reasonably capable of being completed without undue delay, taking into account, all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal;

• (c) is not subject to any financing contingency and in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full for all of the Company Shares or all or substantially all of the assets, as the case may be;

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• (d) is not subject to any due diligence or access condition; and

• (e) the Company Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of noncompletion, result in a transaction which is more favourable, from a financial point of view, to the Company Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by Mantos pursuant to Section 5.4(2)).

“ Superior Proposal Notice ” has the meaning specified in Section 5.4(1)(c).

“ Support and Voting Agreements ” means, collectively, the support and voting agreements dated the date hereof between Mantos and each of the Company Locked-up Shareholders.

“ Tax Act ” means the Income Tax Act (Canada).

“ Tax Returns ” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed with any Governmental Entity in respect of Taxes.

“ Taxes ” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, transaction privilege, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions, in each case to the extent in the nature of taxes; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

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“ Terminating Party ” has the meaning specified in Section 4.8(3).

“ Termination Fee ” has the meaning specified in Section 8.2.

“ Termination Fee Event ” has the meaning specified in Section 8.2.

“ Termination Notice ” has the meaning specified in Section 4.8(3).

“ Transferred Information ” means the personal information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents (a “ Recipient ”) by or on behalf of another Party (a “ Disclosing Party ”) as a result of or in conjunction with the Arrangement, and includes all such personal information disclosed to the Recipient prior to the execution of this Agreement.

“ TSX ” means the Toronto Stock Exchange.

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as the same has been, and hereafter from time to time may be, amended.

“ U.S. Securities Act ” means the United States Securities Act of 1933 .

“ wilful breach ” means a material breach of this Agreement that is a consequence of an act undertaken or an omission by the breaching Party with the actual knowledge that the taking of such act or such omission would, or would be reasonably expected to, cause a material breach of this Agreement.

Section 1.2 Certain Rules of Interpretation.

In this Agreement, unless otherwise specified:

• (1) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.

• (2)

• Currency. All references to dollars or to $ are references to Canadian dollars.

• (3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

• (4) Certain Phrases and References, etc. The words “including” , “includes” and “include” mean “including (or includes or include) without limitation,” and “the aggregate of” , “the total of” , “the sum of” , or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of.” Unless stated otherwise, “Article”, “Section” , and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term “ Agreement ” and any reference in this Agreement to this Agreement or any other

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agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. The term “ made available ” means (i) copies of the subject materials were included in the Company Data Room or the Mantos Data Room, as applicable, or (ii) subject material was listed in the Company Disclosure Letter or the Mantos Disclosure Letter, as applicable, and copies were provided to Mantos or the Company, as applicable.

• (5) Capitalized Terms. All capitalized terms used in any Schedule, the Company Disclosure Letter or the Mantos Disclosure Letter have the meanings ascribed to them in this Agreement.

• (6) Knowledge . Where any representation or warranty is expressly qualified by reference to the knowledge of the Company, it is deemed to refer to the actual knowledge of Darren Pylot, Raman Randhawa, Jason Howe, Brad Mercer and Wendy King, after due and diligent inquiry. Where any representation or warranty is expressly qualified by reference to the knowledge of Mantos, it is deemed to refer to the actual knowledge of John MacKenzie, Giancarlo Bruno and John Dyer, after due and diligent inquiry.

• (7) Accounting Terms. All accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of the Company required to be made shall be made in a manner consistent with IFRS.

• (8) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

• (9) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Agreement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

• (10) Time References. References to time are to local time, Vancouver, British Columbia.

• (11) Subsidiaries. To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary of a Party, each such provision shall be construed as a covenant by such Party to cause (to the fullest extent to which it is legally capable) such Subsidiary to perform the required action.

Section 1.3 Schedules.

The schedules attached to this Agreement, the Company Disclosure Letter and the Mantos Disclosure Letter form an integral part of this Agreement for all purposes of it.

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ARTICLE 2 THE ARRANGEMENT

Section 2.1 Arrangement

The Company and Mantos agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

Section 2.2 Interim Order

• (1) As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply in a manner reasonably acceptable to Mantos pursuant to BCBCA and, in cooperation with Mantos, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

• (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;

• (b) that the required level of approval (the “ Company Shareholder Approval ”) for the Arrangement Resolution shall be: (i) 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders, present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders and holders of Company Incentive Securities combined, present in person or represented by proxy and entitled to vote at the Company Meeting and (iii) if applicable, a simple majority of the votes attached to the Company Shares held by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting excluding for this purpose votes attached to Company Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.

• (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;

• (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement;

• (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

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• (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;

• (g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;

• (h) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law; and

• (i) for such other matters as Mantos may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.

• (2) In seeking the Interim Order, the Company shall advise the Court that it is Mantos’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Securities pursuant to the Arrangement, based and conditioned on the Court’s prior approval of the Arrangement and its determination that the Arrangement is substantively and procedurally fair and reasonable to holders of securities of the Company whose rights are affected by the Arrangement (collectively, the “ Subject Securities ”) and to whom will be issued Arrangement Securities pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Section 2.3 The Company Meeting

The Company shall:

• (a) in consultation with Mantos, and subject to obtaining the Interim Order, convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s Constating Documents and Law as soon as reasonably practicable (but in any event, not later than March 15, 2022) and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of Mantos, except:

• (A) in the case of an adjournment, as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled);

• (B) as required or permitted under Section 4.8(3) or Section 5.4(5); or

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• (C) at the request of Mantos, for adjournments for not more than 10 Business Days in the aggregate for the purposes of attempting to solicit proxies to obtain Company Shareholder Approval.

• (b) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by Mantos, using dealer and proxy solicitation services firms;

• (c) promptly provide Mantos with copies of or access to information regarding the Company Meeting generated by any transfer agent, dealer or proxy solicitation services firm, as requested from time to time by Mantos;

• (d) consult with Mantos in fixing the record date for the Company Meeting and the date of the Company Meeting, give notice to Mantos of the Company Meeting and allow Mantos’ representatives and legal counsel to attend the Company Meeting;

• (e) promptly advise Mantos, at such times as Mantos may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution;

• (f) promptly advise Mantos of any communication (written or oral) from any Person in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide Mantos with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person;

• (g) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to any claims regarding the Arrangement or Dissent Rights without the prior written consent of Mantos;

• (h) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting, unless required by Law; and

• (i) at the request of Mantos from time to time, provide Mantos with a list (in both written and electronic form) of (i) the Company Shareholders, together with their addresses and respective holdings of Company Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Company Shares (including holders of Company Incentive Securities), and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting

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beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares, as applicable. The Company shall from time to time require that its registrar and transfer agent furnish Mantos with such additional information, including updated or additional lists of Company Shareholders and lists of securities positions and other assistance as Mantos may reasonably request.

Section 2.4 The Company Circular

• (1) The Company shall promptly prepare and complete, in consultation with Mantos, the Company Circular, together with any other documents required by Law in connection with the Company Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3(a).

• (2) The Company shall ensure that the Company Circular complies in material respects with Law, does not contain any Misrepresentation (other than with respect to information relating solely to Mantos, as provided to the Company by Mantos for inclusion in the Company Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of each of the Fairness Opinions; (ii) a statement that the Company Board has received each of the Fairness Opinions, and has unanimously determined, upon the recommendation of the Special Committee, after receiving legal and financial advice: (A) that the Arrangement is fair to the Company Shareholders; (B) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) that the Company Board unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the “ Company Board Recommendation ”), and (iii) a statement that each of the Company Locked-up Shareholders have entered into Support and Voting Agreements pursuant to which they have agreed to vote all of their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith.

• (3) The Company shall give Mantos and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by Mantos and its counsel, and agrees that all information relating solely to Mantos for inclusion in the Company Circular (such information to be provided to the Company by Mantos) and any information describing the terms of the Arrangement and/or the Plan of Arrangement must be in a form and content satisfactory to Mantos, acting reasonably. The Company shall notify Mantos promptly of any request from any Security Authority or any other Governmental Entity relating to the Company Circular and shall promptly make available to Mantos copies of all documents,

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correspondence and summary of discussions between it or any of its Representatives, on the one hand, and any Securities Authority or other Governmental Entity, on the other hand, with respect to the Company Circular. The Company shall provide Mantos with a final copy of the Company Circular prior to its mailing to the Company Shareholders.

• (4) Mantos shall provide to the Company in writing all necessary information concerning Mantos, its Subsidiaries and the Consideration Shares that is required by Law, including any financial statements and technical reports, to be included by the Company in the Company Circular or other related documents as requested in writing by the Company, and shall ensure that such information complies in all material respects with Law and does not contain any Misrepresentation. Mantos shall use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors, qualified persons and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.

• (5) Each Party shall promptly notify the other Party if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

Section 2.5 Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 291 of the BCBCA, as soon as reasonably practicable, but in any event not later than three (3) Business Days after the Arrangement Resolution is passed at the Company Meeting.

Section 2.6 Court Proceedings

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:

• (a) diligently pursue, and cooperate with Mantos in diligently pursuing, the Interim Order and the Final Order;

• (b) provide legal counsel to Mantos with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;

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• (c) provide legal counsel to Mantos with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;

• (d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement;

• (e) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with Mantos’ prior written consent, provided Mantos is not required to agree or consent to any increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases Mantos’ obligations, or diminishes or limits Mantos’ rights, set forth in any such filed or served materials or under this Agreement;

• (f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, do so only after notice to, and in consultation and cooperation with, Mantos; and

• (g) not object to legal counsel to Mantos making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided Mantos advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Section 2.7 Incentive Plan Matters

The Parties acknowledge and agree that all outstanding Company Incentive Securities shall be treated in accordance with the provisions of the Plan of Arrangement and the Company shall take all such steps as may be necessary or desirable to give effect to the foregoing.

Section 2.8 Amendments and Effective Date

• (1) The Company shall amend the Plan of Arrangement from time to time in accordance with Section 8.1 of this Agreement, provided that no such amendment is inconsistent with this Agreement, the Interim Order or the Final Order or is prejudicial to the Company or the Company Shareholders.

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• (2) The Arrangement shall become effective on the date upon which the Company and Mantos agree in writing, or, in the absence of such agreement, on the third Business Day following the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), and the Arrangement shall be effective at the Effective Time on the Effective Date.

• (3) The closing of the Arrangement will take place remotely by exchange of documents and signatures (or their electronic counterparts), unless another place and time is agreed to in writing by the Parties hereto, at 10:00 a.m. (Vancouver time) on the Effective Date.

Section 2.9 Payment or Delivery of Consideration

Mantos will, prior to the Closing, deliver or cause to be delivered to the Depositary in escrow pending the Effective Time, sufficient Mantos Common Shares (and any treasury directions addressed to Mantos’ transfer agent as may be necessary) to satisfy the aggregate Consideration to be paid or delivered to Company Shareholders (other than dissenting Company Shareholders) under the Arrangement.

Section 2.10 Withholding Taxes

Mantos, the Depositary and the Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Affected Securityholder such amounts as Mantos, the Depositary or the Company (as applicable) are required to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid. The Parties agree to cooperate in good faith to take commercially reasonable actions to minimize any required withholding.

Section 2.11 U.S. Securities Law Matters

The Parties agree that the Arrangement will be carried out with the intention that all Arrangement Securities will be issued by Mantos in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder and pursuant to exemptions from applicable state securities laws. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Mantos’ compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis:

• (a) the Arrangement will be subject to the final approval of the Court;

• (b) pursuant to Section 2.2(2), prior to the issuance of the Interim Order the Court will be advised as to the intention of the Parties to rely on the

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exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Securities pursuant to the Arrangement, based on the Court’s approval of the Arrangement;

• (c) the Court will be required to satisfy itself that the Arrangement is substantively and procedurally fair and reasonable to all Persons entitled to receive Arrangement Securities pursuant to the Arrangement;

• (d) the Company will ensure that each Person entitled to receive Arrangement Securities pursuant to the Arrangement on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to make an informed decision and exercise that right;

• (e) all Persons entitled to receive Consideration Shares pursuant to the Arrangement will be advised that Consideration Shares issued pursuant to the Arrangement have not been, and will not be, registered under the U.S. Securities Act and will be issued by Mantos in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act;

• (f) holders of Company Options entitled to receive Replacement Options pursuant to the Arrangement will be advised that the Replacement Options issued pursuant to the Arrangement (and underlying Mantos Common Shares) have not been, and will not be, registered under the U.S. Securities Act and will be issued and exchanged by Mantos in reliance on the exemption provided under Section 3(a)(10) under the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Option; therefore, the Mantos Common Shares issuable upon exercise of the Replacement Options cannot be issued in the U.S. or to a person in the U.S. in reliance on the exemption under Section 3(a)(10) thereof and the Replacement Options may only be exercised pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws;

• (g) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as substantively and procedurally fair and reasonable to all Persons entitled to receive Arrangement Securities pursuant to the Arrangement;

• (h) the Interim Order approving the Company Meeting will specify that each Person entitled to receive Arrangement Securities pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; and

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• (i) the Company shall request that the Final Order shall include a statement to substantially the following effect:

“This Final Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Mantos, pursuant to the Plan of Arrangement.”

Section 2.12 U.S. Tax Matters

The Parties agree that for U.S. federal income tax purposes, the transactions contemplated hereby are intended to qualify as a tax-free reorganization under section 368(a)(1)(B) of the Code, together with all rules and regulations issued thereunder, and this Agreement is intended to be adopted as a plan of reorganization for purposes section 368 of the Code.

Section 2.13 Adjustment to Consideration

Notwithstanding anything to the contrary contained in this Agreement, if, (a) between the date of this Agreement and the Effective Time, the issued and outstanding Company Shares or the issued and outstanding Mantos Common Shares shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, redenomination or the like, (b) between the date of this Agreement and the Effective Time, the Company shall pay any dividend or other distribution on the Company Shares (or declares such a dividend or distribution with a record date prior to the Effective Date), (c) between the date of this Agreement and the Effective Time, Mantos shall pay any dividend or other distribution on the Mantos Common Shares (or declares such a dividend or distribution with a record date prior to the Effective Date), then, in each case, the Consideration to be paid per Company Share, the Exchange Ratio and any other dependent items shall be appropriately adjusted to provide to the Company and Mantos and their respective shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share, the Exchange Ratio or other dependent item, subject to further adjustment in accordance with this sentence.

Section 2.14 New Capstone Matters

Mantos shall, subject to the terms and conditions of this Agreement undertake the following:

• (a) apply for, and use its commercially reasonable efforts to obtain, the Stock Exchange Approval;

• (b) as soon as reasonably practicable following the Company Meeting, Mantos shall effect the Share Consolidation;

• (c) as soon as reasonably practicable following the Share Consolidation, Mantos shall discontinue under the laws of Bermuda and continue as a body

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corporate organized under the laws of British Columbia with its articles and by-laws to be substantially in the forms attached as Schedule E (the “ Continuance ”); and

• (d) take all necessary actions to ensure that upon the completion of the Arrangement, the New Capstone Board and the senior management team of New Capstone shall be as set out in Schedule F.

The Parties agree to work cooperatively to implement the foregoing including by providing any information required by Law with respect to the foregoing for inclusion in the Company Circular in a timely manner.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company

• (1) Except as set forth in the correspondingly numbered paragraph of the Company Disclosure Letter (it being expressly understood and agreed that the disclosure of any fact or item in any section of the Company Disclosure Letter shall also be deemed to be an exception to (or, as applicable, disclosure for the purposes of) any other representations and warranties of the Company contained in this Agreement to the extent that its relevance to such other representation or warranty is reasonably apparent), the Company represents and warrants to Mantos as set forth in Schedule C and acknowledges and agrees that Mantos is relying upon such representations and warranties in connection with the entering into of this Agreement.

• (2) Except for the representations and warranties set forth in this Agreement or in any certificate delivered pursuant to the terms hereof, neither the Company nor any other Person has made or makes, and Mantos has not relied upon, any other express or implied representation and warranty, either written or oral, on behalf of the Company.

• (3) The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Section 3.2 Representations and Warranties of Mantos

• (1) Except as set forth in the correspondingly numbered paragraph of the Mantos Disclosure Letter (it being expressly understood and agreed that the disclosure of any fact or item in any section of the Mantos Disclosure Letter shall also be deemed to be an exception to (or, as applicable, disclosure for the purposes of) any other representations and warranties of Mantos contained in this Agreement to the extent that its relevance to such other representation or warranty is reasonably apparent), Mantos represents and warrants to the Company as set forth in Schedule D and

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acknowledges and agrees that the Company is relying upon the representations and warranties in connection with the entering into of this Agreement.

• (2) Except for the representations and warranties set forth in this Agreement or in any certificate delivered pursuant to the terms hereof, neither Mantos nor any other Person has made or makes, and the Company has not relied upon, any other express or implied representation and warranty, either written or oral, on behalf of Mantos.

• (3) The representations and warranties of Mantos contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4 COVENANTS

Section 4.1 Conduct of Business of the Company.

• (1) The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of Mantos, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement; (iii) as required by Law; (iv) as required to comply with any quarantine, “shelter in place”, “stay at home”, workforce reduction, social or physical distancing, shut down, closure, sequester or any other Law or guidelines or recommendations issued by a Governmental Entity or the Company’s internal policies reasonably established and considered prudent by the Company to adequately protect the health and safety of its and any of its Subsidiaries’ employees, customers or suppliers in connection with or in response to COVID-19 or any variants/mutations thereof (“ COVID-19 Measures ”); or (v) as expressly contemplated by Section 4.1 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Laws in all material respects, and the Company shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, assets, properties, employees, goodwill and business relationships it currently maintains with customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has business relations.

• (2) Without limiting the generality of Section 4.1(1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of Mantos; (ii) as required or expressly permitted by this Agreement; (iii) as required by Law; (iv) as required to comply with any COVID-19 Measures; or (v) as expressly contemplated by Section 4.1 of the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

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• (a) amend its Constating Documents or, in the case of any Subsidiary which is not a corporation, its similar organizational documents;

• (b) split, combine or reclassify any shares of its capital stock or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) or amend any term of any outstanding debt security;

• (c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its capital stock or the capital stock of its Subsidiaries, except for the acquisition of shares of capital stock of any wholly-owned Subsidiary of the Company by the Company or by any other wholly-owned Subsidiary of the Company;

• (d) issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests, including the capital stock of its Subsidiaries, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or other rights that are linked to the price or the value of Company Shares except for: (i) the issuance of Company Shares issuable upon the exercise of the currently outstanding Company Incentive Securities; (ii) the issuance of any shares in the capital stock of any wholly-owned Subsidiary of the Company to the Company or any other wholly-owned Subsidiary of the Company; or (iii) the issuance of Company Shares in the Ordinary Course under the Employee Plans as required pursuant to the obligations under the Employee Plans;

• (e) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses having a cost, on a per transaction basis, in excess of $5 million and subject to a maximum of $10 million for all such transactions, other than procurement contracts entered into in the Ordinary Course;

• (f) sell, lease, hypothecate, transfer, license, mortgage, or otherwise dispose of any of its assets except for assets which are obsolete and which individually or in the aggregate do not exceed $5 million;

• (g) make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $5 million;

• (h) create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any advance, capital contribution, loan, indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $5 million in the aggregate for all such transactions other than: (i) any advance, capital contribution, loan or indebtedness owing by one

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wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company or by the Company to another wholly-owned Subsidiary of the Company; (ii) in connection with advances under the Company’s or any Subsidiary’s existing credit facilities in the Ordinary Course that are equal to or less than $5 million in the aggregate; or (iii) indebtedness entered into in connection with this Arrangement;

• (i)

• reduce the stated capital of any of its securities;

• (j) reorganize, amalgamate or merge the Company or any Subsidiary or adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of its Subsidiaries;

• (k) (A) fail to timely file any material Tax Return, make or rescind any material Tax election, amend, in any manner adverse to the Company or its Subsidiaries, as applicable, any material Tax Return, settle or compromise any material liability for Taxes or change or revoke any of its methods of Tax accounting, or (B) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice;

• (l) make an “investment” in a “subject corporation” within the meaning of section 212.3 of the Tax Act other than in the Ordinary Course;

• (m) other than in the Ordinary Course, enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments;

• (n) make any material change in the Company’s methods of accounting, except as required by concurrent changes in IFRS;

• (o) except in the Ordinary Course, grant any general increase in the rate of wages, salaries or bonuses of Company Employees;

• (p) grant or enter into any Contract with respect to change of control, severance, retention or termination payments with Company Employees or grant any increase of benefits payable under the Company’s and its Subsidiaries’ current change of control, severance, retention or termination pay arrangements, plans, policies or Contracts, other than with respect to termination of Company Employees in the Ordinary Course;

• (q) adopt any new material Employee Plan or material amendment or modification of an existing Employee Plan (other than amendments required by applicable Law);

• (r) voluntarily recognize any labour organization as a bargaining representative of Company Employees;

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• (s) enter into any agreement or arrangement that limits or otherwise restricts in any material respect the Company or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect the Company or any of its affiliates from competing in any manner;

• (t) cancel, waive, release, assign, settle or compromise any material claims or rights of the Company or its Subsidiaries;

• (u) compromise or settle any litigation, proceeding or governmental investigation relating to the assets or the business of the Company and its Subsidiaries in excess of an aggregate amount of $5 million, or any other matter that would reasonably be expected to have a material impact on the ability of the Company or its Subsidiaries to consummate the transactions contemplated by this Agreement or the Final Order;

• (v) amend or modify, or terminate or waive any right under, any Material Contract (including, for the avoidance of doubt, in connection with any noncompetition, non-solicitation or other restrictive covenant in favour of the Company or its Subsidiaries under any such Material Contract) or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;

• (w) abandon or fail to diligently pursue any application or renewal for any material Authorizations, leases, permits or registrations or take any action, or fail to take any action, that could lead to the termination of any material Authorizations, leases or registrations;

• (x) except as contemplated in Section 4.9 amend, modify or terminate any material insurance policy of the Company or any Subsidiary in effect on the date of this Agreement;

• (y) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company; or

• (z) authorize, agree, resolve or otherwise commit, whether or not in writing, directly or indirectly, to do any of the foregoing.

Section 4.2 Conduct of Business of Mantos.

• (1) Mantos covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement; (iii) as required by Law; (iv) as required to comply with any COVID-19 Measures; or (v) as expressly contemplated by Section 4.2 of the Mantos Disclosure Letter, Mantos shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Laws in all material respects, and Mantos shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business

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organization, assets, properties, employees, goodwill and business relationships it currently maintains with customers, suppliers, partners and other Persons with which Mantos or any of its Subsidiaries has business relations.

• (2) Without limiting the generality of Section 4.2(1), Mantos covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Company; (ii) as required or expressly permitted by this Agreement (including, but not limited to, matters relating to the Share Consolidation and Continuance); (iii) as required by Law; (iv) as required to comply with any COVID-19 Measures; or (v) as expressly contemplated by Section 4.2 of the Mantos Disclosure Letter, Mantos shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

• (a) amend its Constating Documents or, in the case of any Subsidiary which is not a corporation, its similar organizational documents;

• (b) split, combine or reclassify any shares of its capital stock or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) or amend any term of any outstanding debt security;

• (c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its capital stock or the capital stock of its Subsidiaries, except for the acquisition of shares of capital stock of any wholly-owned Subsidiary of Mantos by Mantos or by any other whollyowned Subsidiary of Mantos;

• (d) issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests, including the capital stock of its Subsidiaries, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or other rights that are linked to the price or the value of Company Shares except for: (i) the issuance of any shares in the capital stock of any wholly-owned Subsidiary of Mantos to Mantos or any other whollyowned Subsidiary of Mantos; or (ii) the issuance of Mantos Pre-Share Consolidation Shares or Mantos Common Shares, as applicable, in the Ordinary Course under the Employee Plans as required pursuant to the obligations under the Employee Plans;

• (e) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses having a cost, on a per transaction basis, in excess of $5 million and subject to a maximum of $10 million for all such transactions, other than procurement contracts entered into in the Ordinary Course;

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• (f) sell, lease, hypothecate, transfer, license, mortgage, or otherwise dispose of any of its assets except for assets which are obsolete and which individually or in the aggregate do not exceed $5 million;

• (g) make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $5 million;

• (h) create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any advance, capital contribution, loan, indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $5 million in the aggregate for all such transactions other than: (i) any advance, capital contribution, loan or indebtedness owing by one wholly-owned Subsidiary of Mantos to Mantos or another wholly-owned Subsidiary of Mantos or by Mantos to another wholly-owned Subsidiary of Mantos; (ii) in connection with advances under Mantos’ or any Subsidiary’s existing credit facilities in the Ordinary Course that are equal to or less than $5 million in the aggregate; or (iii) indebtedness entered into in connection with this Arrangement;

• (i) reduce the stated capital of any of its securities;

• (j) reorganize, amalgamate or merge Mantos or any Subsidiary or adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Mantos or any of its Subsidiaries;

• (k) (A) fail to timely file any material Tax Return, make or rescind any material Tax election, amend, in any manner adverse to Mantos or its Subsidiaries, as applicable, any material Tax Return, settle or compromise any material liability for Taxes or change or revoke any of its methods of Tax accounting, or (B) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice;

• (l) other than in the Ordinary Course, enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments;

• (m) make any material change in Mantos’ and its Subsidiaries’ methods of accounting, except as required by concurrent changes in IFRS;

• (n) except in the Ordinary Course, grant any general increase in the rate of wages, salaries or bonuses of Mantos Employees;

• (o) grant or enter into any Contract with respect to change of control, severance, retention or termination payments with Mantos Employees or grant any increase of benefits payable under Mantos’ and its Subsidiaries’ current change of control, severance, retention or termination pay arrangements,

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plans, policies or Contracts, other than with respect to termination of Mantos Employees in the Ordinary Course;

• (p) adopt any new material Employee Plan or material amendment or modification of an existing Employee Plan (other than amendments required by applicable Law);

• (q) voluntarily recognize any labour organization as a bargaining representative of Mantos Employees;

• (r) enter into any agreement or arrangement that limits or otherwise restricts in any material respect Mantos or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect Mantos or any of its affiliates from competing in any manner;

• (s) cancel, waive, release, assign, settle or compromise any material claims or rights of Mantos or its Subsidiaries;

• (t) compromise or settle any litigation, proceeding or governmental investigation relating to the assets or the business of Mantos and its Subsidiaries in excess of an aggregate amount of $5 million, or any other matter that would reasonably be expected to have a material impact on the ability of the Company or its Subsidiaries to consummate the transactions contemplated by this Agreement or the Final Order;

• (u) amend or modify, or terminate or waive any right under, any Material Contract (including, for the avoidance of doubt, in connection with any noncompetition, non-solicitation or other restrictive covenant in favour of the Company or its Subsidiaries under any such Material Contract) or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;

• (v) abandon or fail to diligently pursue any application or renewal for any material Authorizations, leases, permits or registrations or take any action, or fail to take any action, that could lead to the termination of any material Authorizations, leases or registrations;

• (w) amend, modify or terminate any material insurance policy of Mantos or any Subsidiary in effect on the date of this Agreement;

• (x) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Mantos or its Subsidiaries; or

• (y) authorize, agree, resolve or otherwise commit to do any of the foregoing.

Section 4.3 Covenants Regarding the Arrangement.

• (1) During the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms,

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subject to Section 4.4, each of the Company and Mantos shall take, or cause to be taken, all actions and do or cause to be done all things required or advisable under Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement, including:

• (a) using commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in this Agreement within its control and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;

• (b) using commercially reasonable efforts to obtain, maintain or provide, as applicable, as soon as practicable following execution of this Agreement, all third party or other consents, waivers, notices, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or desirable to be obtained under the Material Contracts or Authorizations in connection with the Arrangement or this Agreement, or (ii) required in order to maintain the Material Contracts or Authorizations in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the other Party;

• (c) using commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; and

• (d) not taking any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement.

• (2) Mantos shall use its commercially reasonable efforts to obtain the Stock Exchange Approval and the Company agrees to assist Mantos as reasonably required to enable Mantos to obtain and maintain in force the Stock Exchange Approval.

• (3) Mantos shall at or prior to the Effective Time, allot and reserve for issuance a sufficient number of Mantos Common Shares to meet the obligations of Mantos under the Plan of Arrangement.

• (4) At or prior to the Effective Time, Mantos shall use commercially reasonable efforts to obtain the insurance policy described in Section 4.3(4) of the Mantos Disclosure Letter.

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• (5) During the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Company shall promptly notify Mantos of:

• (a) any Material Adverse Effect in respect of the Company;

• (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;

• (c) any notice or other communication from any Person to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement;

• (d) any notice or other communication from any Governmental Entity in connection with this Agreement, the Arrangement, any Authorization or Regulatory Approval (and the Company shall contemporaneously provide a copy of any such written notice or communication to Mantos); or

• (e) any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries in connection with the Arrangement.

• (6) During the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, Mantos shall promptly notify the Company in writing of:

• (a) any Material Adverse Effect in respect of Mantos;

• (b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;

• (c) any notice or other communication from any Person to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with Mantos or any of its Subsidiaries as a result of this Agreement or the Arrangement;

• (d) any notice or other communication from any Governmental Entity in connection with this Agreement, the Arrangement, any Authorization or Regulatory Approval (and the Company shall contemporaneously provide a copy of any such written notice or communication to Mantos); or

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• (e) any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Mantos or any of its Subsidiaries in connection with the Arrangement.

Section 4.4 Regulatory Approvals

• (1) Notwithstanding any other provision of this Agreement:

• (a) Mantos shall, as soon as reasonably practicable and in any event within ten Business Days following the date hereof or such other period of time as may be agreed to by the Parties:

  • (i) file with the Commissioner of Competition a competition brief in respect of the transactions contemplated by this Agreement requesting an advance ruling certificate under section 102 of the Competition Act or in the alternative a No Action Letter; and

  • (ii) file an appropriate filing of a notification and report form pursuant to the HSR Act in relation to the transactions contemplated by this Agreement (which shall request the early termination of any waiting period applicable to the transactions contemplated by this Agreement under the HSR Act);

• (b) the Company shall, as soon as reasonably practicable and in any event within ten Business Days following the date hereof or such other period of time as may be agreed to by the Parties:

  • (i) file an appropriate filing or a notification and report form pursuant to the HSR Act in relation to the transactions contemplated by this Agreement (which shall request the early termination of any waiting period applicable to the transactions contemplated by this Agreement under the HSR Act); and

  • (ii) use commercially reasonable efforts to cooperate with Mantos to provide such information in its possession or control as may be reasonably required by Mantos to make the necessary filings pursuant to (a);

• (c) In connection with the foregoing, and in respect of the Competition Act Approval, at any time more than 14 days following the filing of the letter in section 4.4(1)(a)(i) if the Parties jointly determine that each Party shall file pre-merger notification forms under Part IX of the Competition Act, the Parties shall prepare and file their respective notification forms in a manner sufficient to start the waiting period under section 123(1) of the Competition Act as soon as reasonably practicable and in any event within 10 Business days following the date of such election.

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• (d) Mantos and the Company shall as soon as reasonably practicable make such filings as are required or appropriate in connection with the Mexican Antitrust Approval.

• (e) Mantos and the Company shall, and shall cause their respective affiliates to, use their commercially reasonable efforts to promptly and expeditiously take all steps in order to obtain the Regulatory Approvals prior to the Outside Date, including not agreeing to extend any waiting periods or review periods without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).

• (f) Mantos shall, and shall cause its respective affiliates to, and the Company shall, and shall cause its respective affiliates to, promptly provide all information, documents and data to Governmental Entities as may be requested, required or ordered pursuant to statutory and non-statutory requests for information, supplemental information requests and any court orders in connection with the Regulatory Approvals.

• (2) Mantos shall retain primary carriage of the Parties’ efforts to obtain the Regulatory Approvals as set out herein. Mantos and the Company will exchange advance drafts of all submissions, material correspondence (including emails), filings, presentations, applications, undertakings, consent agreements and other material documents made or submitted to or filed with any Governmental Entity in respect of this Agreement or the Arrangement, will consider in good faith any suggestions made by the other Party and their counsel and will provide the other Party and their counsel with final copies of all such material submissions, correspondence (including emails), filings, presentations, applications undertakings, consent agreements and other material documents, and all pre-existing business records or other documents, submitted to or filed with any Governmental Entity in respect of this Agreement or the Arrangement; provided, however, no attorney-client privilege is undermined or otherwise affected as a result of such exchange of information and that competitively sensitive information, including any proposed and final undertakings, may be provided only to the external legal counsel and external experts of the other Party. Mantos and the Company will keep the other Party and their counsel fully apprised of all material written (including email) and oral communications and all meetings with any Governmental Entity, and their staff, in respect of this Agreement or the Arrangement including providing copies of all material written (including email) communications on a timely basis, and will not participate in such material communications or meetings without giving the other Party and their counsel the opportunity to participate therein, except to the extent that competitively sensitive information may be discussed, in which case Mantos and the Company will allow external legal counsel for the other Party to participate.

• (3) Subject to the foregoing, if any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not

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in compliance with Law or as not satisfying any applicable legal text under a Law necessary to obtain the Regulatory Approvals, Mantos and the Company shall, and shall cause their affiliates to, use their commercially reasonable efforts to resolve such objection or proceeding so as to allow the Effective Time to occur prior to the Outside Date .

• (4) The Company and Mantos shall each pay one-half (50%) of any filing fee (including any Taxes thereon) payable to a Governmental Entity in connection with obtaining any Regulatory Approvals, provided that the Company shall cause any of its subsidiaries existing under the laws of Mexico to pay the filing fee in respect of the Mexican Antitrust Approval and Mantos agrees to reimburse the Company one-half (50%) of such filing fee.

• (5) The Parties shall not enter into any transaction, investment, agreement, arrangement or joint venture, the effect of which would reasonably be expected to make obtaining the Regulatory Approvals materially more difficult or challenging, or reasonably be expected to materially delay the obtaining of the Regulatory Approvals.

Section 4.5 Access to Information

• (1) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with applicable Law, COVID-19 Measures and the terms of any existing Contracts, each Party shall give the other Party and its Representatives (a) upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries’ (i) premises, (ii) property and assets (including books and records), (iii) Contracts and leases and (iv) senior personnel and Representatives, so long as the access does not unduly interfere with the ordinary course conduct of the business of the Party in question; (b) such financial and operating data or other information with respect to the assets or business of such Party and its Subsidiaries as the other Party from time to time reasonably requests; and (c) access to the Company Data Room or the Mantos Data Room, respectively.

• (2) Each Disclosing Party acknowledges and confirms that the disclosure of Transferred Information is necessary for the purposes of determining if the Parties will proceed with the Arrangement, and that the disclosure of Transferred Information relates solely to the carrying on of the business and the completion of the Arrangement.

• (3) Each Disclosing Party covenants and agrees to, upon request, use reasonable efforts to advise the Recipient of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by law, obtained the consent of such individual to such use or disclosure.

• (4) In addition to its other obligations hereunder, Recipient covenants and agrees to: (i) prior to the completion of the Arrangement, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the Arrangement, including for the purpose of determining to complete such Arrangement; (ii) after

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the completion of the Arrangement, collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the Arrangement, unless (A) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Law, obtained the consent of such individual to such additional purpose, or (B) such use or disclosure is permitted or authorized by Law, without notice to, or consent from, such individual; and (iii) where required by Law, promptly notify the individuals to whom the Transferred Information relates that the Arrangement has taken place and that the Transferred Information has been disclosed to Recipient.

• (5) Investigations made by or on behalf of each Party, whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the other Party in this Agreement.

• (6) The Parties acknowledge and agree that information furnished pursuant to this Section 4.5 shall be subject to the terms and conditions of the Confidentiality Agreement.

Section 4.6 Pre-Arrangement Reorganization

• (1) The Company agrees that, upon the reasonable request by Mantos, the Company shall, subject to any required Authorization or Regulatory Approval (a) take commercially reasonable efforts to effect such reorganizations of the Company’s corporate structure, capital structure, business, operations and assets or such other transactions as Mantos may request, acting reasonably (each a “ Pre-Acquisition Reorganization ”); and (b) co-operate with Mantos and its advisors in order to determine the manner in which any Pre-Acquisition Reorganization might most effectively be undertaken; provided that the Company will only be obligated to participate in a Pre-Acquisition Reorganization that, in the opinion of the Company, acting reasonably: (i) is not prejudicial to the Company or its securityholders in any material respect; (ii) does not reduce, or impact the form of, the consideration to be received by Company Shareholders and holders of Company Incentive Securities under the Plan of Arrangement; (iii) does not result in adverse Tax consequences to the Company or Company Shareholders and holders of Company Incentive Securities that are incrementally greater than the Tax consequences to such party in connection with the consummation of the Arrangement in the absence of any PreAcquisition Reorganization; (iv) does not impair, prevent or materially delay the consummation of the Arrangement; (v) is effected immediately prior to or contemporaneously with the Effective Time; (vi) does not breach any Laws or the Constating Documents of the Company; (vii) does not require approval of Company Shareholders; (vii) can be unwound in the event the Arrangement is not consummated without adversely affecting the Company or any of its Subsidiaries in any material manner; (viii) does not result in a change of control, default, or acceleration of any of the Company’s existing credit facilities or outstanding debt

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securities; and (ix) does not unreasonably interfere in the operations of the Company or any of its Subsidiaries prior to the Effective Time.

• (2) If the Arrangement is not completed Mantos shall reimburse the Company for all reasonable costs and expenses, including legal fees, disbursements and Taxes (net of any actual reduction of Taxes available to and obtained by the Company or any of its Subsidiaries in respect of such costs and expenses and/or the Pre-Acquisition Reorganization, as determined by the Company acting reasonably and in good faith) incurred by the Company or any of its Subsidiaries in connection with any PreAcquisition Reorganization. In such circumstances Mantos shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization, or properly incurred in taking reasonable steps to reverse or unwind any Pre-Acquisition Reorganization or other steps taken pursuant to this Section 4.6.

• (3) Mantos hereby waives any breach of a representation, warranty or covenant by the Company, where such breach is a direct result of an action taken by the Company or its Subsidiary pursuant to a direct and written request by Mantos in accordance with this Section 4.6. In such case, the Company shall notify Mantos in anticipation to the relevant action, indicating the representation, warranty or covenant to be breached so that Mantos is able to confirm or revoke the request. Mantos shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least ten (10) Business Days prior to the Effective Time. Upon receipt of such notice, Mantos and the Company shall work co-operatively and use their best efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary, including making amendments to this Agreement or the Plan of Arrangement, to give effect to such Pre-Acquisition Reorganization.

Section 4.7 Public Communications

Except as required by Law, a Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that, in the opinion of its legal counsel, is required to make disclosure by Law shall use its reasonable best efforts to give the other Party prior oral or written notice and a reasonable opportunity to review and comment on the disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure. The Parties agree to jointly issue a press release with respect to this Agreement as soon as practicable after its due execution. For the avoidance of doubt, none of the foregoing shall prevent any Party from making internal announcements to its employees and having discussions with its shareholders, financial analysts and other stakeholders so long as such announcements and discussions are consistent in all material respects with the most recent press releases,

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public disclosures or public statements made by the Parties. The Parties consent to this Agreement being filed on SEDAR as soon as practicable after the public announcement of the transactions contemplated hereby.

Section 4.8 Notice and Cure Provisions

• (1) Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

• (a) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or

• (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.

• (2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

• (3) Mantos may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless the Party seeking to terminate the Agreement (the “ Terminating Party ”) has delivered a written notice (“ Termination Notice ”) to the other Party (the “ Breaching Party ”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (with any wilful breach being deemed to be incurable), the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) if such matter has not been cured by the date that is 15 Business Days following receipt of such Termination Notice by the Breaching Party, such date. If the Terminating Party delivers a Termination Notice prior to the date of the Company Meeting, unless the Parties agree otherwise, the Company shall postpone or adjourn the Company Meeting to the earlier of (a) 15 Business Days prior to the Outside Date and (b) the date that is 15 Business Days following receipt of such Termination Notice by the Breaching Party.

Section 4.9 Insurance and Indemnification

• (1) Prior to the Effective Date, the Company shall purchase a customary “tail” policy of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect as of the date hereof and providing protection

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in respect of claims arising from facts or events which occurred on or prior to the Effective Date and New Capstone shall, or shall cause the Company and its Subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that New Capstone shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of the Company’s current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries.

• (2) New Capstone shall, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries, and acknowledges that such rights shall survive the completion of the Plan of Arrangement, shall not be modified and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date.

Section 4.10 TSX Delisting

Subject to Laws, Mantos and the Company shall use their commercially reasonable efforts to cause the Company Shares to be de-listed from the TSX with effect immediately following the acquisition by Mantos of the Company Shares pursuant to the Arrangement.

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1 Non-Solicitation

• (1) Except as expressly provided in this Article 5, the Company and its Subsidiaries shall not, directly or indirectly, do or authorize or permit any of its or their Representatives to do, any of the following:

• (a) solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries), any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

• (b) enter into or otherwise engage or participate in or knowingly facilitate any discussions or negotiations with any Person (other than Mantos or any Person acting jointly or in concert with Mantos) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

• (c) make a Change in Recommendation;

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• (d) accept or enter into or publicly propose to accept or enter into any agreement, understanding or arrangement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) in respect of an Acquisition Proposal; or

• (e) authorize any of or commit to do any of the foregoing.

• (2) The Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities with any Person and its Representatives (other than Mantos and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and, without limiting the generality of the foregoing, the Company shall:

• (a) discontinue access to and disclosure of all information, including the Company Data Room and any confidential information, properties, facilities, books and records of the Company or any of its Subsidiaries; and

• (b) within three Business Days of the date hereof, request, and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any Person other than Mantos; and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries, to the extent that such information has not previously been returned or destroyed, using its reasonable best efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

• (3) The Company represents and warrants that neither the Company, its Subsidiaries or any of their respective Representatives has waived any confidentiality, standstill or similar agreement or restriction to which the Company or any of its Subsidiaries is a party, and covenants and agrees that (i) the Company shall take all necessary action to enforce each confidentiality, standstill, use, business purpose or similar agreement or restriction to which the Company or any of its Subsidiaries is a party, and (ii) neither the Company, any of its Subsidiaries nor any of their respective Representatives will, without the prior written consent of Mantos (which may be withheld or delayed in Mantos’ sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company or any of its Subsidiaries, under any confidentiality, standstill, use, business purpose or similar agreement or restriction to which the Company or any of its Subsidiaries is a party.

Section 5.2 Notification of Acquisition Proposals

• (1) If after the date of this Agreement, the Company or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to

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constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any of its Subsidiaries, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any of its Subsidiaries, the Company shall immediately notify Mantos, at first orally, and then promptly and, in any event, within twenty-four (24) hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide Mantos with unredacted copies of all documents, correspondence or other materials received in respect of, from or on behalf of any such Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as Mantos may request.

• (2) The Company shall keep Mantos promptly and fully informed on a current basis of the status of developments and, to the extent permitted by Section 5.3 to enter into discussions or negotiations, the status of discussions and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to Mantos unredacted copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence, sent or communicated by or to the Company in respect of such Acquisition Proposal, inquiry, proposal, offer or request.

Section 5.3 Responding to an Acquisition Proposal

• (1) Notwithstanding Section 5.1, if at any time prior to obtaining the Company Shareholder Approval, the Company receives a bona fide Acquisition Proposal, the Company and its Representatives may (i) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and (ii) provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries, in the case of each of clauses (i) and (ii), if and only if:

• (a) the Company Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;

• (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company or its Subsidiaries;

• (c) the Company has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects;

• (d) the Company enters into a confidentiality and standstill agreement with such Person (i) that contains confidentiality restrictions that are no less favourable

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to the Company than those set out in the Confidentiality Agreement, (ii) that does not permit such Person to acquire any securities of the Company or any of its Subsidiaries, (iii) that contains customary standstill provisions that only permits such Person to make a confidential Acquisition Proposal and related communications to the Company or the Company Board), and (iv) provided that such confidentiality and standstill agreement will not contain any exclusivity provision or other term that would restrict, in any manner, the Company’s ability to consummate the transactions contemplated hereby or to comply with its disclosure obligations to Mantos pursuant to this Agreement; and

• (e) the Company:

• (i) provides Mantos with prior written notice stating the Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure and that the Company Board has determined, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties;

• (ii) prior to engaging in or participating in any such discussions or negotiations or providing any such copies, access or disclosure, provides Mantos with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and

• (iii) simultaneously provides Mantos with any non-public information concerning the Company and its Subsidiaries provided to such other Person which was not previously provided to Mantos.

Section 5.4 Right to Match

• (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Company Shareholder Approval, the Company Board may, or may cause the Company to, subject to compliance with Section 8.2(c), make a Change in Recommendation in respect of such Superior Proposal and enter into a definitive agreement with respect to such Superior Proposal, if and only if:

• (a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, use, business purpose or similar restriction;

• (b) the Company has been, and continues to be, in compliance with its obligations under this Article 5;

• (c) the Company has delivered to Mantos a written notice of the determination of the Company Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Company Board enter into a definitive

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agreement with respect to such Superior Proposal, together with a written notice from the Company Board regarding the value and financial terms that the Company Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the “ Superior Proposal Notice ”);

• (d) the Company has provided Mantos a copy of the proposed definitive agreement for the Superior Proposal (including any financing commitments or other documents containing material terms and conditions of such Superior Proposal);

• (e) at least five (5) Business Days (the “ Matching Period ”) have elapsed from the date that is the later of the date on which Mantos received the Superior Proposal Notice and the date on which Mantos received a copy of the proposed definitive agreement for the Superior Proposal (including any financing commitments or other documents containing materials terms and conditions of such Superior Proposal) from the Company;

• (f) during any Matching Period, Mantos has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

• (g) after the Matching Period, the Company Board has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by Mantos under Section 5.4(2)); and

• (h) prior to or concurrently with entering into such definitive agreement with respect to such Superior Proposal, the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Termination Fee pursuant to Section 8.2(3).

• (2) During the Matching Period, or such longer period as the Company may approve for such purpose: (a) the Company Board shall review any offer made by Mantos under Section 5.4(1)(f) to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall, and shall cause its Representatives to, negotiate in good faith with Mantos to make such amendments to the terms of this Agreement and the Arrangement as would enable Mantos to proceed with the transactions contemplated by this Agreement on such amended terms. If the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise Mantos and the Company and Mantos shall amend this Agreement to reflect such offer made by Mantos, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

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• (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and Mantos shall be afforded a new five (5) Business Day Matching Period from the later of the date on which Mantos received the Superior Proposal Notice and the date on which Mantos received a copy of the proposed definitive agreement for the new Superior Proposal (including any financing commitments or other documents containing materials terms and conditions of such new Superior Proposal) from the Company.

• (4) The Company Board shall promptly reaffirm the Company Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Company Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide Mantos and its outside legal with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by Mantos and its counsel.

• (5) If the Company provides a Superior Proposal Notice to Mantos on a date that is less than 10 Business Days before the Company Meeting, the Company may, and upon the request of Mantos, acting reasonably, the Company shall, postpone or adjourn the Company Meeting, to a date that is not more than 15 Business Days after the scheduled date of the Company Meeting, but in any event to a date that is not less than five Business Days prior to the Outside Date.

• (6) Nothing in this Agreement shall prevent the Company Board from responding through a directors’ circular or equivalent document as required by applicable Securities Laws to an Acquisition Proposal, provided, however, that notwithstanding that the Company Board shall be permitted to make such disclosure, the Company Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1).

Section 5.5 Breach by Subsidiaries and Representatives

Without limiting the generality of the foregoing, the Company shall advise its Subsidiaries and their respective Representatives of the restrictions and obligations set out in this Article 5 and any violation of the restrictions and obligations set forth in this Article 5 by the Company, its Subsidiaries or their respective Representatives shall be deemed to be a breach of this Article 5 by the Company.

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ARTICLE 6 CONDITIONS

Section 6.1 Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

• (1) Arrangement Resolution. The Arrangement Resolution has been approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order.

• (2) Interim and Final Order. The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or Mantos, each acting reasonably, on appeal or otherwise.

• (3) Illegality. No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or Mantos from consummating the Arrangement.

• (4) Key Regulatory Approvals. Each of the Key Regulatory Approvals has been made, given or obtained.

• (5) Stock Exchange Approval . The Stock Exchange Approval has been obtained and such listing will be effective immediately prior to or concurrently with the closing of the Arrangement.

• (6) Share Consolidation and Continuance . The Share Consolidation and the Continuance shall each have been completed.

• (7) Key Consents . The Key Consents shall have been obtained.

• (8) Dissent Rights. Company Shareholders shall not have validly exercised Dissent Rights in connection with the Arrangement with respect to more than 7.5% of the issued and outstanding Company Shares.

• (9) Registration and Nomination Rights Agreement . The Registration and Nomination Rights Agreement shall have been executed by the parties thereto.

Section 6.2 Additional Conditions Precedent to the Obligations of Mantos

Mantos is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of Mantos and may only be waived, in whole or in part, by Mantos in its sole discretion:

• (1) Representations and Warranties . (i) The representations and warranties of the Company set forth in Paragraph (6) [ Capitalization ] of Schedule “C” shall be true and

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correct in all respects as of the date of this Agreement (except for de minimis inaccuracies); (ii) the representations and warranties of the Company set forth in Paragraph (2) [ Corporate Authorization ], Paragraph (3) [ Execution and Binding Obligation ] and the first sentence of Paragraph (1) [ Organization and Qualification ] of Schedule “C” shall be true and correct in all material respects (disregarding for such purposes any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the Effective Date as if made on and as of the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date); and (iii) all other representations and warranties made by the Company in this Agreement shall be true and correct in all respects (disregarding for such purpose any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the Effective Date as if made on and as of the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except in the case of this clause (iii) where any failure or failures of any such other representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company; and Mantos shall have received a certificate of the Company addressed to Mantos and dated the Effective Date, signed on behalf of the Company by a senior executive officer of Company (on the Company’s behalf and without personal liability), confirming the same as of the Effective Date.

• (2) Performance of Covenants . The Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and Mantos shall have received a certificate of the Company addressed to Mantos and dated the Effective Date, signed on behalf of the Company by a senior executive officer of Company (on the Company’s behalf and without personal liability), confirming the same as of the Effective Date.

• (3) Material Adverse Effect . Since the date of this Agreement, there shall not have occurred and be continuing a Material Adverse Effect in respect of the Company.

Section 6.3 Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

• (1) Representations and Warranties . (i) The representations and warranties of Mantos set forth in Paragraph 6 [ Capitalization ] of Schedule “D” shall be true and correct in all respects as of the date of this Agreement (except for de minimis inaccuracies); (ii) the representations and warranties of Mantos set forth in Paragraph (2) [ Corporate Authorization ], Paragraph (3) [ Execution and Binding Obligation ] and the first sentence of Paragraph (1) [ Organization and Qualification ] of Schedule “D” shall be true and correct in all material respects (disregarding for such purposes any

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materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the Effective Date as if made on and as of the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date); and (iii) all other representations and warranties made by Mantos in this Agreement shall be true and correct in all respects (disregarding for such purpose any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the Effective Date as if made on and as of the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except in the case of this clause (iii) where any failure or failures of any such other representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos; and the Company shall have received a certificate of Mantos addressed to the Company and dated the Effective Date, signed on behalf of Mantos by a senior executive officer of Mantos (on Mantos’ behalf and without personal liability), confirming the same as of the Effective Date.

• (2) Performance of Covenants. Mantos has fulfilled or complied in all material respects with each of the covenants of Mantos contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Company shall have received a certificate of Mantos addressed to the Company and dated the Effective Date, signed on behalf of Mantos by a senior executive officer of Mantos (on Mantos’ behalf and without personal liability), confirming the same as of the Effective Date.

• (3) Material Adverse Effect . Since the date of this Agreement, there shall not have occurred and be continuing a Material Adverse Effect in respect of Mantos.

Section 6.4 Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released at the Effective Time. For greater certainty, and notwithstanding the terms of any escrow agreement entered into between Mantos and the Depositary, all Consideration held in escrow by the Depositary pursuant to Section 2.9 shall be deemed to be released from escrow at the Effective Time.

ARTICLE 7 TERM AND TERMINATION

Section 7.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

Section 7.2 Termination

• (1) This Agreement may be terminated prior to the Effective Time by:

• (a) the mutual written agreement of the Parties; or

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• (b) either the Company or Mantos if:

• (i) the Company Shareholder Approval is not obtained at the Company Meeting in accordance with the Interim Order;

• (ii) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or Mantos from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) has used its reasonable best efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or

• (iii) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) if the failure of the Effective Time to so occur has been caused by, or is a direct result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or

• (c) the Company if:

• (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Mantos under this Agreement occurs that would cause any condition in Section 6.3(1) [Mantos Reps and Warranties Condition] or Section 6.3(2) [Mantos Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.8(3); provided that any wilful breach shall be deemed to be incapable of being cured and the Company is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.2(1) [Company Reps and Warranties Condition] or Section 6.2(2) [Company Covenants Condition] not to be satisfied; or

• (ii) prior to the approval by the Company Shareholders of the Arrangement Resolution, the Company Board authorizes the Company to enter into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal in accordance with Section 5.4, provided the Company is then in compliance with Article 5 in all material respects and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 8.2(3); or

• (iii) since the date of this Agreement, there has occurred and is continuing a Material Adverse Effect in respect of Mantos; or

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• (d) Mantos if:

  • (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(1) [Company Reps and Warranties Condition] or Section 6.2(2) [Company Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.8(3); provided that any wilful breach shall be deemed to be incapable of being cured and Mantos is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.3(1) [Mantos Reps and Warranties Condition] or Section 6.3(2) [Mantos Covenants Condition] not to be satisfied;

  • (ii) the Company Board or any committee of the Company Board (A) fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, the Company Board Recommendation, (B) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend, an Acquisition Proposal, (C) takes no position or remains neutral in respect of a publicly announced or otherwise publicly disclosed Acquisition Proposal for more than five (5) Business Days (or beyond the third Business Day prior to the date of the Company Meeting, if sooner), (D) executes or enters into or authorizes the Company or any of its Subsidiaries to execute or enter into, or publicly proposes to execute or enter into or to authorize the Company or any of its Subsidiaries to execute or enter into, any agreement, understanding or arrangement relating to an Acquisition Proposal or any inquiry, proposal or offer that may reasonably be expected to constitute or lead to an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3); (E) fails to publicly reaffirm the Company Board Recommendation (without qualification) within five Business Days after having been requested in writing by Mantos to do so (any of the foregoing, a “ Change in Recommendation ”), or (F) the Company breaches Article 5 in any material respect; or

  • (iii) since the date of this Agreement, there has occurred and is continuing a Material Adverse Effect in respect of the Company.

• (2) The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1)(a)) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

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Section 7.3 Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.1) or Section 7.2), this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1), Section 2.7 and Section 4.9 shall survive for a period of six (6) years following such termination; and (b) in the event of termination under Section 7.2), Section 4.5(6), this Section 7.3 and Section 8.2 through to and including Section 8.15 shall survive, and provided further that no Party shall be relieved of any liability for any wilful breach by it of this Agreement.

ARTICLE 8 GENERAL PROVISIONS

Section 8.1 Amendments

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may , subject to the Interim Order and Final Order and Laws, without limitation:

• (a) change the time for performance of any of the obligations or acts of the Parties;

• (b) waive any inaccuracies or modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;

• (c) modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or

• (d) waive compliance with or modify any mutual conditions contained in this Agreement.

Section 8.2 Termination Fees

• (1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Company shall pay Mantos the Termination Fee in accordance with Section 8.2(3).

• (2) For the purposes of this Agreement, “ Termination Fee ” means $75,000,000 and “ Termination Fee Event ” means the termination of this Agreement:

• (a) by Mantos, pursuant to Section 7.2(1)(d)(ii) [ Change in Recommendation or Breach of Article 5 ];

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• (b) by the Company, pursuant to Section 7.2(1)(c)(ii) [ To enter into a Superior Proposal ];

• (c) pursuant to any subsection of Section 7.2 if at such time Mantos is entitled to terminate this Agreement pursuant to Section 7.2(1)(d)(ii) [ Change in Recommendation or Breach of Article 5 ];

• (d) by the Company or Mantos pursuant to Section 7.2(1)(b)(i) [Failure of Shareholders to Approve] or Section 7.2(1)(b)(iii) [Effective Time not prior to Outside Date] , or by Mantos pursuant to Section 7.2(1)(d)(i) (due to a wilful breach or fraud) [Breach of Reps and Warranties or Covenants by Company] if;

• (i) prior to such termination, an Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any Person (other than Mantos or any of its Subsidiaries) or any Person (other than Mantos or any of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal; and

• (ii) within 12 months following the date of such termination, (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated or effected, or (B) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not within 365 days after such termination).

For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to ”50% or more”.

• (3) The Termination Fee shall be paid by the Company to Mantos as follows, by wire transfer of immediately available funds to an account designated by Mantos, if a Termination Fee Event occurs due to:

• (a) a termination of this Agreement described in Section 8.2(2)(a) or Section 8.2(2)(c), within two (2) Business Days of the occurrence of such Termination Fee Event;

• (b) a termination of this Agreement described in Section 8.2(2)(b), prior to or concurrently with the occurrence of such Termination Fee Event; and

• (c) a termination of this Agreement described in Section 8.2(2)(d), on or prior to the consummation or effectiveness of the Acquisition Proposal referred to in Section 8.2(2)(d).

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• (4) The Company acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements Mantos would not enter into this Agreement, and that the amounts set out in this Section 8.2 are payments in consideration for the disposition of the Purchaser’s rights under this Agreement and represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which Mantos will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. The Company irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive.

• (5) The Parties agree that the payment of the Termination Fee in full to Mantos pursuant to this Section 8.2 in the manner provided herein is the sole and exclusive monetary remedy of Mantos in respect of the event giving rise to such payment, provided, however, that nothing contained in this Section 8.2, and no payment of any such amount, shall relieve or have the effect of relieving the Company in any way from liability for damages incurred or suffered by Mantos as a result of an intentional or wilful breach of this Agreement, including the intentional or wilful making of a Misrepresentation in this Agreement and nothing contained in this Section 8.2 shall preclude the Purchaser from seeking injunctive relief in accordance with Section 8.6 to restrain the breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any of such acts, covenants or agreements.

Section 8.3 Expenses

Except as expressly otherwise provided in this Agreement, all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of a party incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

Section 8.4 Notices.

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email and addressed:

• (a) to Mantos at:

Mantos Copper (Bermuda) Limited Victoria Place – 5th Floor, 31 Victoria Street Hamilton, HM10, Bermuda

Attention: John Dyer

Email: [Redacted: personal information]

with a copy (which shall not constitute notice) to:

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Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, ON M5L 1B9

Attention: Amanda Linett; Daniel Borlack Email: [Redacted: personal information]

• (b) to the Company at:

Capstone Mining Corp. 2100 – 510 West Georgia St. Vancouver, BC V6M 0M3

Attention: Wendy King Email: [Redacted: personal information]

with a copy to:

Blake, Cassels & Graydon LLP 595 Burrard Street P.O. Box 49314 Suite 2600, Three Bentall Centre Vancouver, BC V7X 1L3

Attention: Bob Wooder

Email: [Redacted: personal information]

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day, or (iii) if sent by email, when the sender receives an email from the recipient acknowledging receipt, provided that an automatic “read receipt” does not constitute acknowledgement of an email for the purposes of this Section 8.3. Rejection or other refusal to accept, inability to deliver because of changed address of which no notice was given, shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliver.Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

Section 8.5 Time of the Essence.

Time is of the essence in this Agreement.

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Section 8.6 Injunctive Relief.

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to specific performance, injunctive and other equitable relief to prevent breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.

Section 8.7 Third Party Beneficiaries.

• (1) Except as provided in Section 4.9 which, without limiting its terms, is intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section 8.7 as the “ Indemnified Persons ”), the Company and Mantos intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

• (2) Despite the foregoing, Mantos acknowledges to each of the Indemnified Persons their direct rights against it under Section 4.9 of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her legal representatives, and for such purpose, the Company confirms that it is acting as trustee on their behalf, and agrees to enforce such provisions on their behalf. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Indemnified Person.

Section 8.8 Waiver.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 8.9 Entire Agreement.

This Agreement, including the Schedules hereto, the Company Disclosure Letter, the Mantos Disclosure Letter and the Confidentiality Agreement constitute the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as

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specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

Section 8.10 Successors and Assigns.

• (1) This Agreement becomes effective only when executed by the Company and Mantos. After that time, it will be binding upon and enure to the benefit of the Company, Mantos and their respective successors and permitted assigns.

• (2) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party.

Section 8.11 Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.12 Governing Law.

• (1) This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

• (2) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Section 8.13 Rules of Construction.

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

Section 8.14 No Liability.

No director or officer of Mantos or any of its affiliates shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of Mantos or any of its Subsidiaries. No director or officer of the Company or any of its Subsidiaries shall have any personal liability whatsoever to Mantos under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Company or any of its Subsidiaries.

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Section 8.15 Language.

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

Section 8.16 Counterparts.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or electronic mail) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile, electronic mail or similar executed electronic copy of this Agreement, and such facsimile, electronic mail or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

• [ Remainder of page intentionally left blank .]

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IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

MANTOS COPPER (BERMUDA) LIMITED

By: signed “J.F. Mackenzie” Authorized Signing Officer

CAPSTONE MINING CORP.

By: signed “Jason P. Howe” Authorized Signing Officer

Signature Page to Arrangement Agreement

SCHEDULE A PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 288

OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1 INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“ Affected Securities ” means, collectively, the Company Shares, Company Options, Company DSUs, Company PSUs and Company RSUs.

“ Affected Securityholders ” means, collectively, the Company Shareholders, the holders of Company Options, the holders of Company DSUs, the holders of Company PSUs and the holders of Company RSUs.

“ Arrangement ” means an arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and Section 5.1 or made at the direction of the Court in accordance with the Final Order with the prior written consent of the Company and Mantos, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement made as of November 30, 2021 among the Company and Mantos (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“ Arrangement Resolution ” means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting, substantially in the form set out in Schedule B to the Arrangement Agreement.

“ BCBCA ” means the Business Corporations Act (British Columbia).

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in New York, New York or Vancouver, British Columbia.

“ Code ” has the meaning specified in Section 2.3(c).

“ Company ” means Capstone Mining Corp., a corporation existing under the laws of the Province of British Columbia.

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“ Company Circular ” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

“ Company DSU Plan ” means the deferred share unit plan of the Company dated August 14, 2012, as amended on December 21, 2015.

“ Company DSUs ” means the outstanding deferred share units issued under the Company DSU Plan.

“ Company Incentive Unit Plans ” means, collectively, the Company Treasury Share Unit Plan and the Company Share Unit Plan.

“ Company Meeting ” means the special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

“ Company Option In-The-Money Amount ” in respect of a Company Option means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the aggregate Company Shares that a holder is entitled to acquire on exercise of such Company Option immediately before the Effective Time exceeds the aggregate exercise price to acquire such Company Shares.

“ Company Option Plan ” means the incentive share option and bonus share plan of the Company dated February 9, 2011, as amended on March 27, 2014 and February 15, 2017.

“ Company Options ” means the outstanding options to purchase Company Shares issued pursuant to the Company Option Plan.

“ Company PSUs ” means the outstanding performance share units issued under the Company Incentive Unit Plans.

“ Company RSUs ” means the outstanding restricted share units issued under the Company Incentive Unit Plans.

“ Company Share Unit ” means: (i) a Company PSU or a Company RSU issued under the Company Treasury Share Unit Plan if terms of the grant of such Company PSU or Company RSU specify that such share unit must be settled in cash; (ii) a Company PSU or Company RSU issued under the Company Share Unit Plan; and (iii) a Company DSU issued under the Company DSU Plan.

“ Company Share Unit Plan ” means the share unit plan of the Company dated August 14, 2012, as amended on February 11, 2020 and February 23, 2021.

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“ Company Shareholders ” means the registered and/or beneficial holders of the Company Shares, as the context requires.

“ Company Shares ” means the common shares in the capital of the Company.

“ Company Treasury Share Unit ” means a Company PSU or a Company RSU issued under the Company Treasury Share Unit Plan, unless the terms of the grant of such Company PSU or Company RSU specify that such share unit must be settled in cash.

“ Company Treasury Share Unit Plan ” means the treasury share unit plan of the Company dated February 23, 2021.

“ Consideration ” means, for each Company Share, one (1) Mantos Common Share.

“ Continuance ” has the meaning specified in the Arrangement Agreement.

“ Court ” means the Supreme Court of British Columbia.

“ Depositary ” means Computershare Investor Services Inc. or such other Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of Mantos, acting reasonably.

“ Dissent Rights ” has the meaning specified in Section 3.1.

“ Dissenting Holder ” means a registered Company Shareholder as of the record date for the Company Meeting who has duly and validly exercised its Dissent Rights in strict compliance with Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and Section 3.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately determined to be entitled to be paid the fair value of its Company Shares, but only in respect of the Company Shares in respect of which Dissent Rights are duly and validly exercised by such registered Company Shareholder.

“ Effective Date ” means the date on which the Arrangement becomes effective as set out in Section 2.8 of the Arrangement Agreement.

“ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“ Eligible Holder ” means a Company Shareholder who is (a) a resident of Canada for the purposes of the Tax Act and any applicable income tax treaty, holds Company Shares as capital property and who is not exempt from tax on income under the Tax Act, or (b) a nonresident of Canada for the purposes of the Tax Act and any applicable income tax treaty, whose Company Shares constitute “taxable Canadian property” (as defined by the Tax Act) and who is not exempt from Canadian tax in respect of any gain realized on the disposition of Company Shares by reason of an exemption contained in an applicable income tax treaty, or (c) a partnership if one or more members of the partnership are described in (a) or (b);

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“ Exchange Ratio ” means one.

“ Final Order ” means the final order of the Court in a form acceptable to both the Company and Mantos, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and Mantos, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both the Company and Mantos, each acting reasonably).

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

“ Interim Order ” means the interim order of the Court, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of both the Company and Mantos, each acting reasonably.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.

“ Letter of Transmittal ” means the letter of transmittal sent by the Company to registered holders of Company Shares for use in connection with the Arrangement.

“ Lien ” means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim or lien (statutory or otherwise), in each case, whether contingent or absolute.

“ Mantos ” means Mantos Copper (Bermuda) Limited.

“ Mantos Common Shares ” means, following the completion of the Share Consolidation and the Continuance, the common shares in the capital of Mantos.

“ New Capstone ” means Mantos following the Effective Time.

“ Parties ” means, collectively, the Company and Mantos and “ Party ” means any one of them.

“ Person ” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

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“ Plan of Arrangement ” means this plan of arrangement proposed under Section 288 of the BCBCA, and any amendments or variations hereto made in accordance with the Arrangement Agreement and Section 5.1 or made at the direction of the Court in accordance with the Final Order with the prior written consent of the Company and Mantos, each acting reasonably.

“ Replacement Option ” has the meaning specified in Section 2.3(c).

“ Replacement Option In-The-Money Amount ” in respect of a Replacement Option means the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the aggregate Mantos Common Shares that a holder is entitled to acquire on exercise of the Replacement Option immediately after the Effective Time exceeds the aggregate exercise price to acquire such Mantos Common Shares.

“ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act by Section 3(a)(10) thereof.

“ Share Consolidation ” has the meaning specified in the Arrangement Agreement.

“ Tax Act ” means the Income Tax Act (Canada).

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

• (1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

• (2) Currency. All references to dollars or to $ are references to Canadian dollars, unless specified otherwise.

• (3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

• (4) Certain Phrases, etc. The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.

• (5) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

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• (6) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

• (7) Time References. References to time are to local time, Vancouver, British Columbia (unless indicated otherwise).

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to the Arrangement Agreement.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement will become effective, and be binding on the Company, Mantos, New Capstone, all holders and beneficial owners of securities of the Company, including the Company Shares, Company Options, Company DSUs, Company PSUs and Company RSUs and including Dissenting Holders, the registrar and transfer agent of the Company, the Depositary and all other Persons, at and after, the Effective Time, in each case, without any further act or formality required on the part of any Person.

2.3 Arrangement

At the Effective Time, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:

• (a) each Company Share held by Dissenting Holders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to the Company for cancellation in consideration for a claim against the Company for the amount determined under Article 3, and:

• (i) such Dissenting Holders shall cease to be the holders of such Company Shares and to have any rights as holders of such Company Shares other than the right to be paid fair value for such Company Shares as set out in Section 3.1; and

• (ii) such Dissenting Holders’ names shall be removed as the holders of such Company Shares from the registers of the Company Shares

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maintained by or on behalf of the Company and such Company Shares shall be cancelled and cease to be outstanding;

• (b) each Company Share outstanding immediately prior to the Effective Time, other than Company Shares held by a Dissenting Holder who has validly exercised such holder’s Dissent Rights, shall, without any further action by or on behalf of a holder of Company Shares, be deemed to be assigned and transferred as a capital contribution by the holder thereof to New Capstone (free and clear of all Liens) in consideration for the Consideration, and:

• (i) the holders of such Company Shares shall cease to be the holders of such Company Shares and to have any rights as holders of such Company Shares other than the right to be paid the Consideration in accordance with this Plan of Arrangement;

• (ii) such holders’ names shall be removed as the holders of such Company Shares from the registers of the Company Shares maintained by or on behalf of the Company; and

• (iii) New Capstone shall be deemed to be the legal and beneficial owner of such Company Shares so transferred, free and clear of all Liens, and shall be entered in the register of the Company Shares maintained by or on behalf of the Company, such that following the transactions contemplated by Section 2.3(a) and 2.3(b), Mantos shall be the legal and beneficial owner of 100% of the Company Shares;

• (c) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested) will cease to represent an option or other right to acquire Company Shares and will be exchanged for an option (a “ Replacement Option ”) to purchase from New Capstone such number of Mantos Common Shares equal to (A) that number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of Mantos Common Shares, at an exercise price per Mantos Common Share equal to the quotient determined by dividing: (X) the exercise price per Company Share at which such Company Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent. All other terms and conditions of such Replacement Option, including the term to expiry, vesting requirements, conditions to and manner of exercising, shall be the same as the Company Option for which it was exchanged, and any certificate or option agreement previously evidencing the Company Option shall thereafter evidence and be deemed to evidence such Replacement Option, except that any accelerated vesting entitlements that may have been triggered in connection with the Arrangement shall not apply. The term of any such Replacement Option, when issued, shall extend to the expiry date of the original Company Option granted, notwithstanding any termination of the

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holder of the Replacement Option at or after the Effective Time. Notwithstanding any of the foregoing, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Company Option for a Replacement Option, and accordingly, in the event that the Replacement Option In-The-Money Amount (for greater certainty, otherwise determined without regard to this last sentence of Section 2.3(c)) in respect of a Replacement Option exceeds the Company Option In-The-Money Amount in respect of the Company Option for which it is exchanged, then the exercise price per Mantos Common Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the Replacement Option In-TheMoney Amount (for greater certainty, after taking into account this last sentence of Section 2.3(c)) in respect of the Replacement Option does not exceed the Company Option In-The-Money Amount in respect of such Company Option. It is further intended that each Company Option that is held by a holder who is subject to taxation in the United States will be exchanged for a Replacement Option in a manner compliant with Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), and this Section 2.3(c) will be construed consistently with such intent;

• (d) each Company Treasury Share Unit outstanding immediately prior to the Effective Time, whether or not vested, shall be exchanged for a treasury share unit (a “ Replacement Treasury Share Unit ”) issued by Mantos on the same terms and conditions as were applicable to such Company Treasury Share Unit immediately before the Effective Time under the Company Treasury Share Unit Plan and the agreement evidencing the grant, except that the terms of the Replacement Treasury Share Unit shall substitute the number of Company Shares subject to such Company Treasury Share Unit prior to the Effective Time for the number (rounded down to the nearest whole number) of Mantos Common Shares equal to the product of: (A) the number of Company Shares subject to such Company Treasury Share Unit immediately prior to the Effective Time and (B) the Exchange Ratio. Except as set out above, the terms of each Replacement Treasury Share Unit shall be the same as the terms of the Company Treasury Share Unit for which it was exchanged and shall be governed by the terms of the Company Treasury Share Unit Plan and any certificate or agreement previously evidencing the Company Treasury Share Unit shall thereafter evidence and be deemed to evidence such Replacement Treasury Share Unit, and such Replacement Treasury Share Units shall be designed to meet the requirements under subsection 7(1.4) of the Tax Act. On and after the Effective Time, no further Company Treasury Share Units will be granted under the Company Treasury Share Unit Plan. Therefore, in the event that the fair market value of a Replacement Treasury Share Unit of a holder exceeds the fair market value of the Company Treasury Share Unit for which it is exchanged, the number of Mantos Common Shares which may be acquired on redemption of the Replacement Treasury Share Unit at and after the Effective Time will be

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adjusted accordingly with effect at and from the Effective Time to ensure that the fair market value of the Replacement Treasury Share Unit does not exceed the fair market value of the Company Treasury Share Unit. The obligations of the Company under the Company Treasury Share Unit Plan in respect of the Replacement Treasury Share Units will be assumed by Mantos. The Replacement Treasury Share Units will not be settled in the United States or by or on behalf of a U.S. Person unless an exemption from registration under the U.S. Securities Act and applicable state securities laws is available. It is further intended that each Company Treasury Share Unit that is held by a holder who is subject to taxation in the United States will be exchanged for a Replacement Treasury Share Unit in a manner compliant with Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and this Section 2.3(d) will be construed consistently with such intent;

• (e) in accordance with the Company Incentive Unit Plans, each Company Share Unit outstanding immediately prior to the Effective Time shall be continued on the same terms and conditions as were applicable immediately prior to the Effective Time except that the terms of such Company Share Unit shall be deemed to be amended so as to substitute for the Company Shares subject to such Company Share Unit, Mantos Common Shares (rounded down to the nearest whole number) equal to the product of: (A) the number of Company Shares subject to such Company Share Unit immediately prior to the Effective Time and (B) the Exchange Ratio. Except as set out above, the terms of each Company Share Unit shall be the same as the terms of the Company Share Unit prior to the Effective Time and shall be governed by the terms of the Company Share Unit Plan or Company DSU Plan, as applicable. It is further intended that each Company Share Unit that is held by a holder who is subject to taxation in the United States will be continued in a manner compliant with Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and this Section 2.3(e) will be construed consistently with such intent; and

• (f) at the Effective Time, Mantos will change its name to “Capstone Copper Corp.”

2.4 U.S. Securities Laws

Notwithstanding any provision herein to the contrary, Mantos and the Company agree that the Plan of Arrangement will be carried out with the intention that all Consideration to be issued in connection with the Arrangement shall be exempt from registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption thereunder, and the Consideration to be distributed in the United States pursuant to the Arrangement shall not be subject to resale restrictions in the United States under the U.S. Securities Act (other than as may be prescribed by Rule 144 and Rule 145 under the U.S. Securities Act).

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ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent

Subject to Section 3.2, each registered Company Shareholder as of the record date for the Company Meeting may exercise dissent rights with respect to any Company Shares held by such holder (“ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order, and this Article 3; provided that, notwithstanding Section 242 of the BCBCA, the written objection to the Arrangement Resolution referred to in Section 242 of the BCBCA must be received by the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two (2) Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Each Company Shareholder purporting to exercise Dissent Rights shall, notwithstanding anything to the contrary in Section 245 of the BCBCA, be deemed to have transferred for cancellation the Company Shares held by such holder to the Company free and clear of all Liens (other than the right to be paid fair value for such Company Shares as set out in this Section 3.1), as provided in Section 2.3(a) and if they:

• (a) ultimately are entitled to be paid fair value for such Company Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(a)); (ii) will be entitled to be paid by the Company the fair value of such Company Shares, which fair value shall be determined in accordance with the procedures applicable to the payout value set out in Sections 244 and 245 of the BCBCA and determined as of the close of business on the Business Day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holder not exercised their Dissent Rights in respect of such Company Shares; or

• (b) ultimately are not entitled, for any reason, to be paid fair value for such Company Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares and shall be entitled to receive only the Consideration contemplated in Section 2.3(b) hereof that such holder would have received pursuant to the Arrangement if such registered holder had not exercised Dissent Rights.

3.2 Recognition of Dissenting Holders

• (a) In no circumstances shall Mantos or the Company or any other Person be required to recognize a Person purporting to exercise Dissent Rights unless as of both the record date for the Company Meeting and the deadline for exercising Dissent Rights (as set forth in Section 3.1), such Person is the registered holder of those Company Shares in respect of which such Dissent Rights are sought to be exercised and such Person has strictly complied with

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the procedures for exercising Dissent Rights and does not withdraw such dissent prior to the Effective Time.

• (b) For greater certainty, in no case shall Mantos or the Company or any other Person be required to recognize Dissenting Holders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a), and the names of such Dissenting Holders shall be removed from the registers of holders of the Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a) occurs. In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Options or holders of Company DSUs, Company PSUs or Company RSUs; (ii) Company Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares); or (iii) Persons who have not strictly complied with the procedures for exercising Dissent Rights or Persons who have withdrawn their exercise of Dissent Rights prior to the Effective Time.

ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 Payment and Delivery of Consideration

• (a) On or immediately prior to the Effective Date, Mantos shall deposit, or arrange to be deposited, with the Depositary and for the benefit of the Company Shareholders, sufficient Mantos Common Shares to satisfy the aggregate Consideration payable to the Company Shareholders in accordance with Section 2.3.

• (b) Upon surrender to the Depositary for cancellation of a certificate or instrument which immediately prior to the Effective Time represented outstanding Company Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary or Mantos may reasonably require (or, if such Company Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Company Shares on a book-entry account statement, it being understood that any reference herein to “certificates” shall be deemed to include references to book-entry account statements relating to the ownership of the Company Shares), the holders holding Company Shares formerly represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement for such Company Shares, less any amounts withheld pursuant to Section 4.3, and any certificate or instrument so surrendered shall forthwith be cancelled.

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• (c) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Company Shares, shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate formerly representing Company Shares that were transferred pursuant to Section 2.3, and not duly surrendered with all other instruments required by this Section 4.1, on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Company Shares of any kind or nature in the Consideration or against or in the Company, New Capstone or any of their respective Affiliates. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to New Capstone and the Consideration shall be deemed to be cancelled.

• (d) In the event of the surrender of a certificate of Company Shares that is not registered in the transfer records of the Company under the name of the Person surrendering such certificate, the Consideration to which the registered holder is entitled pursuant to Section 2.3 shall be paid to such Person if such certificate is presented to the Depositary and such certificate is duly endorsed or is accompanied by all documents required to evidence and effect such transfer and to evidence to the satisfaction of Mantos that (i) any applicable stock transfer Taxes or any other Taxes required by reason of such payments being made in a name other than the registered holder have been paid or (ii) no such Taxes are payable.

• (e) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Affected Securities pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited for no consideration.

• (f) No holder of Affected Securities shall be entitled to receive any consideration with respect to such Affected Securities other than any consideration to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 less any amount withheld pursuant to Section 4.3 and, for greater certainty, subject to Section 4.5, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

• (g) An Eligible Holder whose Company Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to Section 85 of the Tax Act (and any analogous

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provision of provincial income tax law) (a “ Section 85 Election ”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by New Capstone, 60 days before the deadline for filing the Section 85 Election provided by subsection 85(6) of the Tax Act, duly completed with the details of the number of Company Shares transferred and the applicable agreed amounts for the purposes of such joint elections. New Capstone shall, as soon as possible after receiving the completed joint Section 85 Election forms from an Eligible Holder and no later than 30 days before the deadline for filing such joint election under subsection 85(6) of the Tax Act, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Holder for filing with the Canada Revenue Agency (or the applicable provincial tax authority). Neither Company, New Capstone nor any successor corporation shall be responsible for the proper completion of any joint election form nor, except for the obligation to sign and return duly completed joint election forms which are received 60 days before the deadline for filing the Section 85 Election provided by the Tax Act, for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, New Capstone or any successor corporation may choose to sign and return a joint election form received by it after the time limit provided by subsection 85(6) of the Tax Act but will have no obligation to do so.

• (i) Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, New Capstone will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent provincial election, if applicable), together with the relevant tax election forms (including the provincial tax election forms, if applicable) to the Eligible Holder.

4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s duly completed and executed Letter of Transmittal. When authorizing such payment or delivery in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall as a condition precedent to the delivery of such Consideration, give a bond satisfactory to Mantos and the Depositary (each acting reasonably) in such sum as Mantos may direct (acting reasonably), or otherwise indemnify Mantos and the Company and their respective Affiliates in a manner satisfactory to the Mantos and the Company, each acting reasonably, against any

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claim that may be made against Mantos and the Company or their respective Affiliates with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Withholding Rights

Mantos, New Capstone, the Depositary and the Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Affected Securityholder (including, without limitation, any amounts payable or deliverable pursuant to Section 3.1) such amounts as Mantos, New Capstone, the Depositary or the Company (as applicable) may be required to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid. The Parties agree to cooperate in good faith to take commercially reasonable actions to minimize any required withholding.

4.4 No Fractional Mantos Common Shares

In no event shall any holder of Company Shares be entitled to a fractional Mantos Common Share. Where the aggregate number of Mantos Common Shares to be issued to a Company Shareholder as Consideration under this Plan of Arrangement would result in a fraction of a Mantos Common Share being issuable, then the number of Mantos Common Shares to be issued to such Company Shareholder shall be rounded down to the nearest whole number without any additional compensation or cost.

4.5 Post-Effective Time Dividends and Distributions

(a) No dividends or other distributions declared or made after the Effective Time with respect to Company Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3.

(b) All dividends and distributions made after the Effective Time with respect to any Mantos Common Shares allotted and issued pursuant to this Arrangement but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary, subject to Section 4.1(e), in trust for the holder of such Mantos Common Shares. All monies received by the Depositary shall be invested by it in interest bearing trust accounts upon such terms as the Depositary may reasonably deem appropriate. Subject to this Section 4.5, the Depositary shall pay and deliver to any such holder, as soon as reasonably practicable after application therefor is made by such holder to the Depositary in such form as the Depositary may reasonably require, such dividends and distributions and any interest thereon to which such holder is entitled pursuant to the Arrangement, net of any applicable withholding and other taxes.

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4.6 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

4.7 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all securities of the Company issued and outstanding prior to the Effective Time, including Affected Securities, (b) the rights and obligations of the holders (registered or beneficial) of such securities, the Company, Mantos, New Capstone and their respective Affiliates, the Depositary and any registrar, transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any securities of the Company shall be deemed to have been settled, compromised, released and determined without liability whatsoever except as set forth in this Plan of Arrangement.

ARTICLE 5 AMENDMENTS

5.1 Amendments to Plan of Arrangement

• (a) The Company and Mantos may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be approved by the Company and Mantos, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to the Affected Securityholders if and as required by the Court.

• (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or Mantos at any time prior to or at the Company Meeting (provided that the Company or Mantos, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

• (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and Mantos (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or

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supplement with the Court or seeking Court approval, provided that it (i) concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any holders of Affected Securities or (ii) is an amendment contemplated in Section 5.1(d).

• (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by New Capstone, provided that it concerns a matter which, in the reasonable opinion of New Capstone, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former holder of Affected Securities.

ARTICLE 6 FURTHER ASSURANCES

6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

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SCHEDULE B ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

1. The arrangement (the “ Arrangement ”) under Section 288 of the Business Corporations Act (British Columbia) (the “ BCBCA ”) of Capstone Mining Corp. (the “ Company ”), as more particularly described and set forth in the management proxy circular (the “ Circular ”) dated ⚫ , 2021 of the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive agreement (the “ Arrangement Agreement ”) made as of November 30, 2021 between the Company and Mantos Copper (Bermuda) Limited is hereby authorized, approved and adopted.

2. The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “ Plan of Arrangement ”)), the full text of which is set out in Appendix ⚫ to the Circular, is hereby authorized, approved and adopted.

3. The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Company in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.

4. The Company be and is hereby authorized to apply for a final order from the Supreme Court of British Columbia (the “ Court ”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).

5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the securityholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the securityholders of the Company, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

6. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

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SCHEDULE C REPRESENTATIONS AND WARRANTIES OF THE COMPANY

• (1) Organization and Qualification . The Company and each of its Subsidiaries is a corporation or other entity duly incorporated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has the requisite power and capacity to own and lease its assets and properties and conduct its business as now conducted. Except as would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company, the Company and each of its Subsidiaries is duly registered to carry on business in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or operated by it, or the nature of its activities make such registration necessary.

• (2) Corporate Authorization . The Company has the requisite corporate power and authority to enter into this Agreement and (subject to obtaining approval of the Company Shareholders of the Arrangement Resolution in the manner required by the Interim Order and Law and approval of the Court) to perform its obligations under this Agreement and to complete the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation by the Company of the Arrangement and the other transactions contemplated hereby have been duly authorized by the Company Board and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by it of this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby other than approval by the Company Board of the Company Circular (and any committee thereof), approval by the Company Shareholders in the manner required by the Interim Order and Law and approval by the Court.

• (3) Execution and Binding Obligation . This Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding agreement of the Company enforceable against it in accordance with its terms subject to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

• (4) Governmental Authorization. The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Company or by any of its Subsidiaries other than: (i) the Interim Order and any filings required in order to obtain, and approvals required by, the Interim Order; (ii) the Final Order, and any filings required in order to obtain the Final Order; (iii) filings with the Securities Authorities and the TSX; (iv) the Key Regulatory Approvals and (v) any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the

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aggregate, have a Material Adverse Effect in respect of the Company or would be reasonably expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby.

• (5) Non-Contravention. The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not and will not:

• (a) contravene, conflict with, or result in any violation or breach of the Company’s and its Subsidiaries’ Constating Documents;

• (b) assuming compliance with the matters referred to in Paragraph (4) above, contravene, conflict with or result in a violation or breach of any Law;

• (c) except as disclosed in Section (5)(c) of the Company Disclosure Letter, require any consent or approval by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation or acceleration of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under, any Material Contract or any material Authorization to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; or

• (d) result in the creation or imposition of any Lien upon any of the material properties or material assets of the Company or its Subsidiaries;

except, in the case of each of clauses (b) through (d), as would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company.

• (6) Capitalization .

• (a) The authorized capital of the Company consists of an unlimited number of Company Shares. As of the close of business on the Business Day prior to the date of this Agreement, there were 413,397,604 Company Shares issued and outstanding. All outstanding Company Shares have been duly authorized and validly issued, are fully paid and non-assessable. No Company Shares have been issued in violation of any Law or any pre-emptive or similar rights applicable to them.

• (b) As of the close of business on the Business Day prior to date of this Agreement there were 10,528,638 Company Shares issuable upon the exercise of outstanding Company Options. Section (6)(b) of the Company Disclosure Letter contains a list of the Company Options, with details regarding the exercise price, vesting schedule and expiration date, as applicable, whether such Company Options are vested or unvested and the names of participants to whom such Company Options have been granted. The Company Option Plan and the issuance of securities under such plan (including all outstanding Company Options) have been duly authorized by the Company Board in

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compliance with Law and the terms of the Company Option Plan and any pre-emptive or similar rights applicable. All Company Options granted to United States taxpayers have an exercise price that was not less than the fair market value of the Common Shares on the date the Company Option was granted (within the meaning of United States Treasury Regulation Section 1.409A-1(b)(5)(vi)(B)).

• (c) As of the close of business on the Business Day prior to the date of this Agreement, there were 3,116,341 Company DSUs, 9,007,908 Company RSUs and 6,796,430 Company PSUs outstanding. Section (6)(c) of the Company Disclosure Letter contains a list of the Company RSUs, Company PSUs and Company DSUs, with details regarding the exercise price, vesting schedule and expiration date, if applicable, whether such Company RSUs, Company PSUs and Company DSUs are vested or unvested and the names of participants to whom such Company RSUs, Company PSUs and Company DSUs have been granted. The Company Incentive Unit Plans and the Company DSU Plan, as applicable, and the issuance of securities under each such plans (including all outstanding Company RSUs, Company PSUs and Company DSUs) have been duly authorized by the Company Board in compliance with Law and the terms of the Company Incentive Unit Plans and the Company DSU Plan, as applicable, and any pre-emptive or similar rights applicable. All Company Shares that may be issued pursuant to the exercise of outstanding Company Options, or the vesting of Company PSUs, Company RSUs, and Company DSUs, will, when issued in accordance with the terms thereof, be duly authorized, validly issued, fully-paid and nonassessable and are not and will not be subject to or issued in violation of any Law or any pre-emptive rights.

• (d) Except for the rights under the Company Option Plan, including outstanding Company Options, the rights under the Company Incentive Unit Plans, including outstanding Company RSUs and Company PSUs and the rights under the Company DSU Plan, including outstanding Company DSUs, in each case referenced in Section (6)(b), there are no:

• (i) options, equity-based awards, warrants, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind to which the Company or any of its Subsidiaries are a party that obligate the Company or any of its Subsidiaries to, directly or indirectly, issue or sell any securities of the Company or of any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities of the Company or of any of its Subsidiaries;

• (ii) obligations of the Company or of any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities of the Company or of any of its Subsidiaries, or qualify securities for public distribution in Canada, the U.S. or elsewhere, or, other than as contemplated by this

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Agreement, with respect to the voting or disposition of any securities of the Company or of any of its Subsidiaries; or

  - (iii) notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any Person, directly or indirectly, the right to vote with holders of Shares on any matter except as required by Law.

• (e) There are no voting agreements, voting trusts, stockholders agreements, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interests of, or providing for registration rights with respect to, the Company or any of its Subsidiaries.

• (7) Shareholders’ and Similar Agreements. Except as disclosed in Section (7) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is subject to, or affected by, any unanimous shareholders agreement involving a Person other than the Company or any of its Subsidiaries and is not a party to any shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Company or of any of its Subsidiaries other than as between the Company and any of its Subsidiaries or pursuant to which any Person other than the Company or any of its Subsidiaries may have any right or claim in connection with any existing or past equity interest in the Company or in any of its Subsidiaries.

• (8) Subsidiaries.

• (a) The following information with respect to each Subsidiary is accurately set out in Section (8) of the Company Disclosure Letter: (i) its name; (ii) the percentage owned directly or indirectly by the Company and the percentage owned by registered holders of capital stock or other equity interests if other than the Company and its Subsidiaries; and (iii) its jurisdiction of incorporation, organization or formation.

• (b) The Company is, directly or indirectly, the registered and beneficial owner of all of the outstanding common shares or other equity interests as reflected as being owned by the Company, directly or indirectly, of each of its Subsidiaries, free and clear of any Liens, other than Permitted Liens and all such shares or other equity interests so owned by the Company have been validly issued and are fully paid and non-assessable, as the case may be, and no such shares or other equity interests have been issued in violation of any pre-emptive or similar rights. Except for the shares or other equity interests owned by the Company in any Subsidiary, the Company does not own, beneficially or of record, any equity interests of any kind in any other Person. Furthermore, none of the Subsidiaries own, beneficially or of record, any equity interests of any kind in any other Person.

• (9) Securities Law Matters.

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• (a) The Company is a “reporting issuer” in each of the provinces and territories of Canada. The Company Shares are listed and posted for trading on the TSX. None of the Company’s Subsidiaries are subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction. The Company is not in default of any material requirements of any Securities Laws or the rules and regulations of the TSX. The Company has not taken any action to cease to be a reporting issuer in any province or territory of Canada nor has the Company received notification from any Securities Authority seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company is pending, in effect or, to the knowledge of the Company, has been threatened, and the Company is not currently subject to any formal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Company has timely filed all material forms, reports, schedules, statements and other documents required to be filed under Securities Laws with the appropriate Governmental Entity since January 1, 2020. The documents comprising the Company Filings complied as filed in all material respects with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any Misrepresentation. The Company has not filed any confidential material change report which at the date of this Agreement remains confidential. The Company has never been and is not currently required to file reports with, or furnish reports to, the United States Securities and Exchange Commission pursuant to the U.S. Exchange Act nor does Company have public company reporting status or obligations in any country other than Canada.

• (b) The Company is a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act.

• (c) No class of securities of the Company is registered or required to be registered under Section 12 of the U.S. Exchange Act, nor does the Company have any reporting obligation under Section 15(d) of the U.S. Exchange Act.

• (d) The Company is not registered or required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended.

• (10) Financial Statements.

• (a) The Company’s audited consolidated financial statements as at and for the fiscal years ended December 31, 2020 and 2019 (including, in each case, any of the notes or schedules thereto, the auditor’s report thereon and related management’s discussion and analysis) and the unaudited consolidated interim financing statements as at and for the three and six months ended June 30, 2021 (including any of the notes or schedules thereto and related management’s discussion and analysis) included in the Company Filings

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(collectively, the “ Company Financial Statements ”): (i) were prepared in accordance with IFRS; and (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries on a consolidated basis as at the respective dates thereof and the revenues, results of operations, changes in shareholders’ equity and cash flow of the Company and its Subsidiaries on a consolidated basis for the periods covered thereby (except as may be indicated in the notes to such financial statements).

• (b) The financial books, records and accounts of the Company and each of its Subsidiaries in all material respects have been maintained in accordance with IFRS or the accounting principles generally accepted in the country of domicile of each such entity on a basis consistent with prior years.

• (c) The Company does not intend to correct or restate, nor, to the knowledge of the Company is there any basis for any correction or restatement of, any aspect of the Company Financial Statements, other than as may be required by Mantos.

• (11) Disclosure Control and Internal Control over Financial Reporting.

• (a) The Company has established and maintains a system of disclosure controls and procedures (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings ) that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings or interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosed.

• (b) The Company has established and maintains a system of internal control over financial reporting (as such term is defined in National Instrument 52109 – Certification of Disclosure in Issuers’ Annual and Interim Filings ) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

• (c) To the knowledge of the Company, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings ) relating to the design, implementation or maintenance of its internal control over financial reporting.

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• (12) No Material Undisclosed Liabilities. There are no material liabilities or obligations of the Company or of any of its Subsidiaries of any nature, whether accrued, contingent, absolute, or otherwise, other than liabilities or obligations: (i) disclosed in the Company Filings; (ii) not required to be set forth in the Company Filings under IFRS; (iii) incurred in the Ordinary Course since June 30, 2021 or (iv) as would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company.

• (13) Absence of Certain Changes or Events. From June 30, 2021 until the date of this Agreement, other than the transactions contemplated by this Agreement and as disclosed in the Company Filings, the business of the Company and of each of its Subsidiaries has been conducted in the Ordinary Course and there has not occurred a Material Adverse Effect in respect of the Company.

• (14) Related Party Transactions. Neither the Company nor any of its Subsidiaries is indebted to any director, officer, or employee of the Company or any of its Subsidiaries or any of their respective affiliates or associates (except for salaries, bonuses, director’s fees or the reimbursement of Ordinary Course expenses due in the Ordinary Course or pursuant to any Law or Contract made available). There are no Contracts (other than employment arrangements or other terms of engagement) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any officer, director or employee of the Company or any of its Subsidiaries, or any of their respective affiliates or associates.

• (15) Compliance with Laws. The Company and each of its Subsidiaries is, and since January 1, 2019 has been, in compliance in all material respects with Law, except for any such non-compliances which would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company or would be reasonably expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries has been charged or threatened to be charged with, or has received notice of, or is, to the knowledge of the Company, under any investigation with respect to, any violation or potential violation of any Law from any Governmental Entity.

• (16) Authorizations and Licenses. The Company and each of its Subsidiaries own, possess or have obtained all material Authorizations that are required by Law in connection with the operation of the business of the Company and of each of its Subsidiaries as presently conducted, except where the failure to own, possess or obtain any such Authorization would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company. The Company or its Subsidiaries, as applicable, lawfully hold, own or use, and have complied with, all such Authorizations, except as would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company. Each such Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course, except as would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company. No action, investigation or proceeding is pending, or to the knowledge of the Company, threatened, against the Company or any of its

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Subsidiaries in respect of or regarding any such Authorization that could reasonably be expected to result in the suspension, loss or revocation of any such Authorizations.

(17) Material Contracts.

• (a) Section (17)(a) of the Company Disclosure Letter sets out a complete and accurate list of all Material Contracts of the Company and its Subsidiaries. True and complete copies of all such Material Contracts have been made available in the Company Data Room.

• (b) The Company and its Subsidiaries have performed in all material respects all of their respective obligations required to be performed by them under each Material Contract of the Company and its Subsidiaries. All such Material Contracts are in full force and effect, and the Company or such Subsidiary is entitled to all rights and benefits thereunder in accordance with the terms thereof. Neither the Company nor any of its Subsidiaries has waived any material rights under such Material Contracts and no material default or breach exists in respect thereof on the part of the Company or its Subsidiaries or, to the knowledge of the Company, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Material Contracts.

• (c) Each Material Contract of the Company and its Subsidiaries is legal, valid, binding and in full force and effect and is enforceable by the Company or a Subsidiary, as applicable, in accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally, and to general principles of equity). Neither the Company nor any of its Subsidiaries is in breach or default under any such Material Contract, except for such breaches or defaults as would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company.

• (d) Except as disclosed in Section (17)(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received written notice that any party to a Material Contract of the Company or its Subsidiaries, intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of the Company, no such action has been threatened.

• (e) Except as disclosed in Section (17)(e) of the Company Disclosure Letter, no consents, approvals or notices are required to be obtained from, or given to, any third party under any Material Contract of the Company and its Subsidiaries in order for the Company to proceed with the execution and delivery of this Agreement and the consummation of the Arrangement and the other transactions contemplated by this Agreement.

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• (18) Personal Property. The Company or its Subsidiaries have good title to all material personal property of any kind or nature which the Company or any of its Subsidiaries purports to own, free and clear of all Liens (other than Permitted Liens). The Company and its Subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal property leased by and material to the Company or any of its Subsidiaries as used, possessed and controlled by the Company or its Subsidiaries, as applicable.

• (19) Real Property. Section (19) of the Company Disclosure Letter sets out a complete and accurate list of all real property interests, including fee simple estate of and in real property, leases, easements, rights of way, water rights, permits or licenses from landowners or authorities permitting the use of land by the Company or its Subsidiaries, as applicable (collectively, the “ Company Real Property Interests ”), including whether such Company Real Property Interests are owned or leased and the address and legal descriptions of such Company Real Property Interests. With respect to the Company Real Property Interests leased or subleased by the Company or any of its Subsidiaries: (i) each lease or sublease for such property constitutes a legal, valid and binding obligation of the Company or its Subsidiary, as the case may be, enforceable against the Company or such Subsidiary, as the case may be, in accordance with its terms and is in full force and effect; (ii) neither the Company nor any of its Subsidiaries, as the case may be, is in material breach of or default under any such lease or sublease and no event has occurred which, without the giving of notice or lapse of time, or both, would constitute a material breach of or default under any such lease or sublease; and (iii) to the knowledge of the Company, no counterparty to any such lease or sublease is in material default thereunder.

• (20) Properties and Mineral Rights.

• (a) Except as disclosed in Section (20)(a) of the Company Disclosure Letter, the Company and each of its Subsidiaries:

  • (i) have good and sufficient title to their owned Company Real Property Interests, free and clear of all Liens, other than Permitted Liens; and

  • (ii) hold their mineral concession, claims, leases, licenses, permits, access rights and other rights and interests necessary to explore for, develop, mine, produce, process or refine, minerals, concentrates or ores for development purposes on their properties (collectively, the “ Company Mineral Rights ”), free and clear of any material Liens, other than Permitted Liens, subject, however with respect to any Company Mineral Rights that are federal unpatented mining claims, which are subject to the paramount title of the United States.

• (b) None of the Company or any of its Subsidiaries has received notice of any default under any of the leases and other title and operating documents or any other agreement or instrument pertaining to the Company Real Property Interests or the Company Mineral Rights to which the Company or any of its Subsidiaries is a party or by or to which the Company or any such assets are

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bound or subject, except to the extent that such defaults have not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect in respect of the Company.

• (c) (A) The Company and its Subsidiaries are in good standing under all, and are not in default under any, and (B) there is no existing condition, circumstance or matter which constitutes or which, with the passage of time or the giving of notice or both, would constitute a default under any, leases and other title and operating documents or any other agreements and instruments pertaining to the Company Real Property Interests and the Company Mineral Rights to which it is a party or by or to which it or such assets are bound or subject and, to the knowledge of the Company, all such leases, title and operating documents and other agreements and instruments are in good standing and in full force and effect and none of the counterparties to such leases, title and operating documents and other agreements and instruments is in default thereunder except to the extent that such defaults have not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect in respect of the Company.

• (d) Neither the Company nor its Subsidiaries have leased or otherwise granted to any third party the right to use or occupy any portion of the Company Real Property Interests, other than such portions that are not necessary or material to the exploration, development and mining operations on the properties, and there are no outstanding purchase options or rights of first refusal or rights of first offer with respect to any portion of the Company Real Property Interests.

• (e) The electrical systems, mechanical systems, foundations, structural components, roofs, plumbing and fire and safety systems associated with the Company Real Property Interests are in good working order and condition, ordinary wear and tear excepted. The continued maintenance and operation of the Company Real Property Interests as currently maintained and operated is not dependent on facilities located at other property, and the continued maintenance and operation of any other property is not dependent on facilities located on the Company Real Property Interests.

• (21) Operations and Expropriation.

• (a) All exploration, development and mining operations on the properties of the Company or its Subsidiaries subject to the Company Real Property Interests or the Company Mineral Rights have been conducted in all material respects in accordance with reasonable and prudent international mining industry practices.

• (b) No properties or assets of the Company or its Subsidiaries subject to the Company Real Property Interests or the Company Mineral Rights has been taken or appropriated by any Governmental Entity, nor has any notice or proceeding in respect hereof been given or commenced, nor, to the

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knowledge of Company, is there any intent or proposal to give any such notice or to commence any such proceeding.

(22) Company Technical Reports.

• (a) The Pinto Valley Mine, the Cozamine Mine and the Santo Domingo Project are the only material properties of the Company for the purposes of NI 43101.

• (b) The Company Technical Reports complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and reasonably presented the quantity of mineral resources and mineral reserves attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared. The Company does not have knowledge of any change to the facts and assumptions underlying the estimates in the Company Technical Reports that would reasonably be expected to result in a material adverse change in any production, cost, price, reserves, resources or other relevant information in the Company Technical Reports since the date of such reports.

• (c) The Company has made available to the authors of the Company Technical Reports, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them, and none of such information contained any Misrepresentation at the time such information was so provided.

• (d) The estimates of mineral resources and mineral reserves as described in the Company Filings comply in all material respects with NI 43-101.

• (e) The information set forth in the Company Filings relating to mineral resources and mineral reserves required to be disclosed therein pursuant to NI 43-101 has been prepared by the Company and its consultants in accordance with methods generally applied in the mining industry and conforms to the requirements of NI 43-101 and Securities Laws.

• (f) The Company is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which the Company is aware that would require the filing of a new technical report under NI 43-101.

• (23) Royalties, Rentals and Taxes Paid. Other than as disclosed in Section (26) of the Company Disclosure Letter, all rentals, fees, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of the Company or any of its Subsidiaries, have been: (i) duly paid; (ii) duly performed; or (iii) provided for prior to the date hereof, except to the extent that such non-payment,

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non-performance or non-provision would not in the aggregate have a Material Adverse Effect on the Company.

• (24) Intellectual Property. The Company and its Subsidiaries either own all right, title and interest in and to, or are validly licensed (and are not in material breach of such licenses), all Intellectual Property that is material to the conduct of the business, as currently conducted, by the Company and its Subsidiaries (collectively, the “ Company Intellectual Property Rights ”). All such Company Intellectual Property Rights are sufficient, in all material respects, for conducting the business, as currently conducted, by the Company and its Subsidiaries , and to the knowledge of the Company, all such Company Intellectual Property Rights that have registered or issued are valid and enforceable (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or laws relating to or affecting creditors’ rights generally). The Company and its Subsidiaries and the operation of their respective businesses do not infringe upon the Intellectual Property rights of any third party. To the knowledge of the Company, no Person is currently infringing upon any of the Company Intellectual Property Rights in any material respect. Each of the Company and its Subsidiaries has taken reasonable measures to protect and preserve its rights in all material trade secrets owned or held by it (including, in each case, any information that would have been a trade secret but for any failure to act in a manner consistent with this sentence). The execution and delivery of this Agreement and the consummation by the Company of the Arrangement and the other transactions contemplated hereby will not result in the loss or impairment of any of the Company Intellectual Property Rights, or give rise to any right of any Person to exercise any new or additional material rights under any Company Intellectual Property Rights.

• (25) Litigation. Other than as disclosed in Section 25 of the Company Disclosure Letter, there are no material claims, actions, suits, arbitrations or proceedings, or to the knowledge of the Company, any inquiries or investigations pending, or, to the knowledge of the Company, any material claims, actions, suits, arbitrations, proceedings, inquiries or investigations threatened, against the Company or any of its Subsidiaries by or before any Governmental Entity that, if determined adverse to the interests of the Company or its Subsidiaries, would, individually or in the aggregate, have a Material Adverse Effect in respect of the Company or would be reasonably expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of the Company, threatened against or relating to the Company or any of its Subsidiaries before any Governmental Entity. Neither the Company nor any of its Subsidiaries is subject to any outstanding judgment, order, writ, injunction or decree that would individually or in the aggregate, have a Material Adverse Effect in respect of the Company or that would be reasonably expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby.

• (26) Environmental Matters.

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• (a) Other than as disclosed in Section (26) of the Company Disclosure Letter and except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company:

• (i) the Company is and has been in compliance with all Environmental Laws and neither the Company nor any of its Subsidiaries has received any order, request or written notice from any Person either alleging a violation of any Environmental Law or requiring that the Company or any of its Subsidiaries carry out any work, incur any costs or assume any liabilities, related to (i) environmental matters, (ii) a violation of Environmental Laws, or (iii) any agreements with any Governmental Entity with respect to or pursuant to Environmental Laws;

• (ii) (i) neither the Company nor any of its Subsidiaries has Released, and, to the knowledge of the Company, no other Person has Released, any Hazardous Substances on, at, in, under or from any of the Company Real Property Interests or, to the knowledge of the Company, any real properties previously owned, leased or operated by the Company or its Subsidiaries, and (ii), to the knowledge of the Company, there are no Hazardous Substances or other conditions that could reasonably be expected to result in liability of or adversely affect the Company or its Subsidiaries under or related to any Environmental Law on, at, in, under or from any of the Company Real Property Interests or, to the knowledge of the Company, any real property previously owned, leased or operated by the Company or any of its Subsidiaries and (iii) to the knowledge of the Company, there are no Hazardous Substances migrating to any of the Company Real Property Interests from any other real property; and

• (iii) there are no pending claims or, to the knowledge of the Company, threatened claims, against the Company or its Subsidiaries arising out of, under or pursuant to any Environmental Laws.

• (b) In the Ordinary Course, the Company periodically reviews the effect of Environmental Laws on the business operations and properties of the Company and its Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including any capital or operating expenditures required for clean-up, rehabilitation, reclamation and closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities that have not been accounted for would not, singly or in the aggregate, have a Material Adverse Effect on the Company.

• (c) Other than as disclosed in Section (26) of the Company Disclosure Letter and except as would not be reasonably expected to have, individually or in the

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aggregate, a Material Adverse Effect in respect of the Company, the Company has:

• (i) posted the full amount of any mine reclamation and rehabilitation financial assurance required by applicable Laws and any permits, authorizations and approvals and does do not anticipate any material increase in the amount of such financial assurance; and

• (ii) completed all progressive mine reclamation and rehabilitation required by applicable Laws and any permits, authorizations and approvals.

(27) Employees.

• (a) All Contracts in relation to the top 5 compensated Company Employees (calculated based on 2020 annual base salary plus target cash bonus) have been made available in the Company Data Room.

• (b) There is no unfair labour practice complaint, grievance or arbitration proceeding in progress or, to the knowledge of the Company, threatened against the Company or its Subsidiaries.

• (c) Other than as disclosed in Section (27)(c) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment (other than such as results by Law from the employment of an employee without an agreement as to notice or severance), nor are there any change of control payments or severance payments or agreements with Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement or any other transaction contemplated by this Agreement, including a change of control of the Company or of any of its Subsidiaries.

• (d) The Company is not in default with respect to any Company Employee or any of its former employees, independent contractors or consultants, and there are no outstanding agreements, understandings, commitments, or loans between the Company and any Company Employee or their labour union with respect to any compensation, commissions, bonuses, or fees.

• (e) No Company Employee or former employee has any right to be rehired by the Company prior to their hiring a person not previously employed by the Company.

• (f) The Company and each of its Subsidiaries have operated in all material respects in accordance with all applicable Laws with respect to employment and labour, including, pay equity, wages, classification of employees, hours of work, overtime, vacation pay and accrual, occupational health and safety, employment equity, workers’ compensation, human rights, labour relations

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and privacy, and there are no current, pending, or to the knowledge of the Company, threatened proceedings before any Governmental Entity with respect to any such matters, and there is no basis for such proceeding.

• (g) The Company has in its files a Form I-9 that is validly and properly completed in accordance with Law for each Company Employee with respect to whom such form is required under applicable Laws.

• (h) There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any of its Subsidiaries has been reassessed in any respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any of its Subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no material claims or, to the knowledge of the Company, potential claims which may adversely affect the Company or any of its Subsidiaries’ accident cost experience.

• (i) The Company has provided in the Company Data Room all orders and inspection reports under applicable occupational health and safety legislation, including mine safety and health legislation (“ OHSA ”). There are no material charges pending under OHSA. There have been no reportable incidents that, to the knowledge of the Company, are likely to lead to any material charges under OHSA. The Company and each of its Subsidiaries have complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

• (j) Throughout the past three years, the Company has not implemented any layoff of employees governed by the WARN Act or any similar applicable Law, taking into account any temporary or permanent modification to such Laws as a result of COVID-19 or any COVID-19 measures. The Company has not engaged in any temporary layoffs, furloughs or hours reductions that would trigger notice requirements under the WARN Act or any similar applicable Law were such temporary layoffs, furlough or hours reductions to last for at six months.

(28) Collective Agreements.

• (a) Except as set forth on Section (28)(a) of the Company Disclosure Letter, there is no Collective Agreement in force with respect to the Company Employees nor is there any Contract with any employee association in respect of the Company Employees.

• (b) Except as set forth on Section (28)(b) of the Company Disclosure Letter, no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent or any other Person holds bargaining rights with respect to any Company Employee by way of certification, interim

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certification, voluntary recognition or successor rights, or has applied or, to the knowledge of the Company, threatened to apply to be certified as the bargaining agent of any employees of the Company. Further, no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent has applied to have the Company declared a common or related employer pursuant to the Labour Relations Code (British Columbia) or any similar legislation in any jurisdiction in which the Company carries on business.

• (c) There are no threatened or pending union organizing activities involving any Company Employees and no such activities have been undertaken in the last three years. There is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of the Company, threatened against the Company and no such event has occurred within the last five years.

(29) Employee Plans.

• (a) Section (29)(a) of the Company Disclosure Letter lists all material Employee Plans. The Company has disclosed in the Company Data Room true, correct and complete copies of all such material Employee Plans, as amended, or, if not readily available, a description thereof together with all related material documentation, including funding and investment management agreements, summary plan descriptions, the most recent actuarial reports, letters of credit, financial statements, asset statements, material opinions and memoranda (whether externally or internally prepared) and material correspondence with regulatory authorities or other relevant Persons. No changes have occurred or are expected to occur which would materially affect the information contained in the actuarial reports, financial statements or asset statements required to be provided to Mantos.

• (b) The Company has, in all material respects, registered and administered each material Employee Plan, and made all contributions and paid all premiums in respect of each material Employee Plan, in accordance with Law, except as would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company. There are no pending, or to the knowledge of the Company, threatened claims (other than routine claims for benefits) by, on behalf of or against any Employee Plan or any trust related thereto which could reasonably be expected to result in any material liability to the Company or any of its Subsidiaries and no material audit or other proceeding by a Governmental Entity is pending, or to the knowledge of the Company, threatened with respect to such plan.

• (c) No Employee Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment, other than coverage or benefits required to be provided by Law.

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• (d) No Employee Plan is a “registered pension plan” or a “retirement compensation arrangement”, as such terms are defined under the Tax Act and no Employee Plan provides supplemental retirement income benefits.

• (e) All data necessary for the proper administration of the Employee Plans is in the possession or control of the Company and such data is complete and correct in all material respects.

• (30) Insurance. The Company and each of its Subsidiaries, as applicable, is insured by reputable third party insurers with reasonable and prudent policies appropriate for the size and nature of the business of the Company and its Subsidiaries. To the knowledge of the Company, each such insurance policy currently in effect that insures the physical properties, business, operations and assets of the Company and its Subsidiaries is valid and binding and in full force and effect. To the knowledge of the Company, there is no material claim pending under any such insurance policy that has been denied, rejected, questioned or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover any material portion of such claims.

• (31) Taxes .

• (a) The Company and each of its Subsidiaries has duly and timely filed all material Tax Returns required to be filed prior to the date hereof with the appropriate Governmental Entities and all such Tax Returns are true and correct in all material respects.

• (b) The Company and each of its Subsidiaries has duly and timely paid all material Taxes, including all instalments on account of Taxes for the current year that are due and payable by it whether or not assessed by the appropriate Governmental Entity. The Company has provided adequate accruals in accordance with IFRS in the most recently published financial statements of the Company for any Taxes of the Company and each of its Subsidiaries that have not been paid with respect to the period covered by such financial statements whether or not shown as being due on any Tax Returns. No material liability in respect of Taxes not reflected in such financial statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the Ordinary Course.

• (c) The Company and each of its Subsidiaries has duly and timely collected all amount of all Taxes required to be collected and has duly and timely paid and remitted the same to the appropriate Governmental Entity.

• (d) There are no material proceedings, investigations, audits or claims now pending against the Company or its Subsidiaries in respect of any Taxes and no Governmental Entity has asserted in writing, or to the knowledge of the Company, has threatened to assert against the Company or any of its Subsidiaries any deficiency or claim for Taxes or interest thereon or penalties in connection therewith.

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• (e) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by, the Company or its Subsidiaries.

• (f) No claim has been made by any Governmental Entity in a jurisdiction where the Company and any of its Subsidiaries does not file Tax Returns that the Company, or any of its Subsidiaries, is or may be subject to material Tax by that jurisdiction.

• (g) To the knowledge of the Company, there are no Liens for Taxes upon any property or assets of the Company and its Subsidiaries (whether owned or leased), except Liens for current Taxes not yet due.

• (h) Neither the Company nor any of its Subsidiaries is a party to any agreement, understanding, or arrangement relating to allocating or sharing any amount of Taxes (excluding any agreement, understanding, or arrangement entered into in the Ordinary Course the primary purpose of which is to address nonTax matters, such as a lease).

• (i) The Company and each of its Subsidiaries has duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any Person the amount of all Taxes and other deductions required by any Laws to be withheld from any such amount and has duly and timely remitted the same to the appropriate Governmental Entity.

• (j) There are no circumstances existing which could result in the application to the Company or any of its subsidiaries of sections 17, 78, 80, 80.01, 80.02, 80.03, 80.04 of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.

• (k) The Company and each of its Subsidiaries have complied in all material respects with all applicable transfer pricing Laws. For all transactions between any of the Company or its Subsidiaries, on the one hand, and any non-resident Person with whom the Company or its Subsidiary was not dealing at arm’s length, for the purposes of the Tax Act, on the other hand, during a taxation year commencing after 1998 and ending on or before the Effective Date, the Company or its Subsidiary, as applicable, each has made or obtained records or documents that satisfy the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.

• (l) The Company is a “taxable Canadian corporation” for the purposes of the Tax Act.

• (m) The total fair market value of all the shares that are held directly or indirectly by the Company and that are shares of “foreign affiliates” of the Company (for purposes of the Tax Act) does not exceed 75% of the total fair market value (determined without reference to debt obligations of any corporation

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resident in Canada in which the Company has a direct or indirect interest) of all of the properties owned by the Company.

• (32) Restrictions on Business. There is no Contract or Authorization binding upon the Company or any of its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of the Company or any of its affiliates or the conduct of business by the Company or any of its affiliates (including following consummation of the Arrangement) other than any Contract or Authorization containing any such prohibition or restriction which has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect in respect of the Company.

• (33) Corrupt Practices Legislation.

• (a) To the knowledge of the Company, it has not, directly or indirectly, (A) made or authorized any contribution, payment or gift of funds, property or anything of value to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction, any official, employee or agent of an enterprise that is owned or controlled by a Government Entity, or any official of any public international organization or (B) made any contribution to any candidate for public office or any political party, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under any applicable Anti-Corruption Laws or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder.

• (b) During the periods of the Company Financial Statements, the operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”). To the knowledge of the Company, no action, suit or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws is pending or threatened.

• (c) Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the Government of Canada or any other relevant sanctions authority (collectively, " Sanctions ") imposed upon such Person; and the Company is not in violation of any of the Sanctions or any Law or executive order relating thereto, or is conducting business with any Person subject to any Sanctions.

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• (d) To the Company’s knowledge, the Company and all its directors, officers, employees, agents and other persons acting on their behalf, are currently in compliance with Anti-Corruption Laws;

• (e) To the Company’s knowledge, neither the Company nor any of its directors, officers, employees, agents or other persons acting on its behalf, has, at any time in the past five years, been the subject of any investigations, reviews, audits, or inquiries by a Governmental Entity into potential violations of any Anti-Corruption Laws; and no investigation, review, audit, or inquiry by any Governmental Entity with respect to Anti-Corruption Laws is pending or, to the knowledge of the Company, threatened;

• (f) The Company has not made any voluntary disclosures or self-reports to any Governmental Entity regarding an alleged, potential, or actual violation of any Anti-Corruption Laws by the Company or any of its directors, officers, employees, agents, or other persons acting on its behalf; and

• (g) The Company is not aware of any current or ongoing allegation that the Company or any of its directors, officers, employees, agents, or other persons acting on its behalf has engaged in conduct that may constitute a violation of any Anti-Corruption Laws, except for any allegation that the Company has fully investigated and determined to be unsubstantiated.

• (34) Brokers . Other than as disclosed in Section (33) of the Company Disclosure Letter, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Company. True and complete copies of the Contracts pertaining to the matters set forth in Section (33) of the Company Disclosure Letter have been made available in the Company Data Room.

• (35) Minority Approval . To the knowledge of the Company, other than Jerrold Annett and Darren Pylot, no related party of the Company (within the meaning of MI 61101) together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding Company Shares, except for related parties who will not receive a “collateral benefit” (within the meaning of MI 61-101) as a consequence of the transactions contemplated by this Agreement.

• (36) Opinions of Financial Advisors. The Special Committee and the Company Board has received each of the Fairness Opinions.

• (37) Company Board Approval. As of the date hereof, the Company Board, upon the recommendation of the Special Committee, after consultation with legal and financial advisors, has: (i) determined that the Consideration to be received by the Company Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such holders and that the Arrangement is in the best interests of the Company; (ii) resolved to recommend that the Company Shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this

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Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede, such determinations, resolutions or authorizations.

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SCHEDULE D REPRESENTATIONS AND WARRANTIES OF MANTOS

• (1) Organization and Qualification . Mantos and each of its Subsidiaries is a corporation or other entity duly incorporated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has the requisite power and capacity to own and lease its assets and properties and conduct its business as now conducted. Except as would not, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos, Mantos and each of its Subsidiaries is duly registered to carry on business in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or operated by it, or the nature of its activities make such registration necessary.

• (2) Corporate Authorization . Mantos has the requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement and to complete the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation by Mantos of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Mantos and no other corporate proceedings on the part of Mantos are necessary to authorize the execution and delivery by it of this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby.

• (3) Execution and Binding Obligation . This Agreement has been duly executed and delivered by Mantos, and constitutes a legal, valid and binding agreement of Mantos enforceable against it in accordance with its terms subject to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

• (4) Governmental Authorization. The execution, delivery and performance by Mantos of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by Mantos or by any of its Subsidiaries other than: (i) the Interim Order and any filings required in order to obtain, and approvals required by, the Interim Order; (ii) the Final Order, and any filings required in order to obtain the Final Order; (iii) filings with the Securities Authorities and the TSX; (iv) the Key Regulatory Approvals; (v) filings required in order to effect the Continuance; and (vi) any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos or would be reasonably expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby.

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• (5) Non-Contravention. The execution, delivery and performance by Mantos of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not and will not:

• (a) contravene, conflict with, or result in any violation or breach of Mantos’ and its Subsidiaries’ Constating Documents;

• (b) assuming compliance with the matters referred to in Paragraph (4) above, contravene, conflict with or result in a violation or breach of any Law;

• (c) require any consent or approval by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation or acceleration of any right or obligation or the loss of any benefit to which Mantos or any of its Subsidiaries is entitled under, any Material Contract or any material Authorization to which Mantos or any of its Subsidiaries is a party or by which Mantos or any of its Subsidiaries is bound; or

• (d) result in the creation or imposition of any Lien upon any of the material properties or material assets of Mantos or its Subsidiaries;

except, in the case of each of clauses (b) through (d), as would not, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos.

• (6) Capitalization .

• (a) Prior to the Share Consolidation and Continuance, the authorized capital of Mantos consists of 226,750,004 Mantos Class A Shares, 100,000 Mantos Class B Shares and 43,584,310 Mantos Class C Shares. As of the close of business on the Business Day prior to the date of this Agreement, there were 226,750,004 Mantos Class A Shares, 91,000 Mantos Class B Shares and 41,424,786 Mantos Class C Shares issued and outstanding. All outstanding Mantos Pre-Share Consolidation Shares have been duly authorized and validly issued, are fully paid and non-assessable. No Mantos Pre- Share Consolidation Shares have been issued in violation of any Law or any pre-emptive or similar rights applicable to them.

• (b) Immediately following the Share Consolidation and Continuance, the authorized capital of Mantos will consist of an unlimited number of Mantos Common Shares.

• (c) Except as may be contemplated by the Registration and Nomination Rights Agreement, there are no:

  • (i) options, equity-based awards, warrants, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind to which Mantos or any of its Subsidiaries are a party that

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obligate Mantos or any of its Subsidiaries to, directly or indirectly, issue or sell any securities of Mantos or of any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities of Mantos or of any of its Subsidiaries;

  - (ii) obligations of Mantos or of any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities of Mantos or of any of its Subsidiaries, or qualify securities for public distribution in Canada, the U.S. or elsewhere, or, other than as contemplated by this Agreement, with respect to the voting or disposition of any securities of Mantos or of any of its Subsidiaries; or

  - (iii) notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any Person, directly or indirectly, the right to vote with holders of Shares on any matter except as required by Law.

• (d) Except as may be contemplated by the Registration and Nomination Rights Agreement, there are no voting agreements, voting trusts, stockholders agreements, proxies or other agreements or understandings to which Mantos or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interests of, or providing for registration rights with respect to, Mantos or any of its Subsidiaries.

• (7) Shareholders’ and Similar Agreements. Except as disclosed in Section (7) of the Mantos Disclosure Letter, neither Mantos nor any of its Subsidiaries is subject to, or affected by, any unanimous shareholders agreement involving a Person other than Mantos or any of its Subsidiaries and is not a party to any shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of Mantos or of any of its Subsidiaries other than as between Mantos and any of its Subsidiaries or pursuant to which any Person other than Mantos or any of its Subsidiaries may have any right or claim in connection with any existing or past equity interest in Mantos or in any of its Subsidiaries.

• (8) Subsidiaries.

• (a) The following information with respect to each Subsidiary is accurately set out in Section (8) of the Mantos Disclosure Letter: (i) its name; (ii) the percentage owned directly or indirectly by Mantos and the percentage owned by registered holders of capital stock or other equity interests if other than Mantos and its Subsidiaries; and (iii) its jurisdiction of incorporation, organization or formation.

• (b) Mantos is, directly or indirectly, the registered and beneficial owner of all of the outstanding common shares or other equity interests as reflected as being owned by Mantos, directly or indirectly, of each of its Subsidiaries, free and clear of any Liens, other than Permitted Liens and all such shares or other equity interests so owned by Mantos have been validly issued and are fully

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paid and non-assessable, as the case may be, and no such shares or other equity interests have been issued in violation of any pre-emptive or similar rights. Except for the shares or other equity interests owned by Mantos in any Subsidiary, Mantos does not own, beneficially or of record, any equity interests of any kind in any other Person. Furthermore, none of the Subsidiaries own, beneficially or of record, any equity interests of any kind in any other Person.

(9) Financial Statements.

• (a) Mantos’ audited consolidated financial statements as at and for the fiscal years ended December 31, 2020 and 2019 (including, in each case, any of the notes or schedules thereto, the auditor’s report thereon and related management’s discussion and analysis) and the unaudited consolidated interim financing statements as at and for the three and six months ended June 30, 2021 (including any of the notes or schedules thereto and related management’s discussion and analysis) provided to the Company (collectively, the “ Mantos Financial Statements ”): (i) were prepared in accordance with IFRS; and (ii) present fairly, in all material respects, the financial position of Mantos and its Subsidiaries on a consolidated basis as at the respective dates thereof and the revenues, results of operations, changes in shareholders’ equity and cash flow of Mantos and its Subsidiaries on a consolidated basis for the periods covered thereby (except as may be indicated in the notes to such financial statements).

• (b) The financial books, records and accounts of Mantos and each of its Subsidiaries in all material respects have been maintained in accordance with IFRS or the accounting principles generally accepted in the country of domicile of each such entity on a basis consistent with prior years.

• (c) Mantos does not intend to correct or restate, nor, to the knowledge of Mantos is there any basis for any correction or restatement of, any aspect of the Mantos Financial Statements, other than as may be required by the Company.

• (10) No Material Undisclosed Liabilities. There are no material liabilities or obligations of Mantos or of any of its Subsidiaries of any nature, whether accrued, contingent, absolute, or otherwise, other than liabilities or obligations: (i) disclosed in the Mantos Financial Statements; (ii) not required to be set forth in the Mantos Financial Statements under IFRS; (iii) incurred in the Ordinary Course since June 30, 2021 or (iv) as would not, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos.

• (11) Absence of Certain Changes or Events. From June 30, 2021 until the date of this Agreement, other than the transactions contemplated by this Agreement, the business of Mantos and of each of its Subsidiaries has been conducted in the Ordinary Course and there has not occurred a Material Adverse Effect in respect of Mantos.

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• (12) Related Party Transactions. Neither Mantos nor any of its Subsidiaries is indebted to any director, officer, or employee of Mantos or any of its Subsidiaries or any of their respective affiliates or associates (except for salaries, bonuses, director’s fees or the reimbursement of Ordinary Course expenses due in the Ordinary Course or pursuant to any Law or Contract made available). There are no Contracts (other than employment arrangements or other terms of engagement) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any officer, director or employee of Mantos or any of its Subsidiaries, or any of their respective affiliates or associates.

• (13) Compliance with Laws. Mantos and each of its Subsidiaries is, and since January 1, 2019 has been, in compliance in all material respects with Law, except for any such non-compliances which would not, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos or would be reasonably expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby. Neither Mantos nor any of its Subsidiaries has been charged or threatened to be charged with, or has received notice of, or is, to the knowledge of Mantos, under any investigation with respect to, any violation or potential violation of any Law from any Governmental Entity.

• (14) Authorizations and Licenses. Mantos and each of its Subsidiaries own, possess or have obtained all material Authorizations that are required by Law in connection with the operation of the business of Mantos and of each of its Subsidiaries as presently conducted, except where the failure to own, possess or obtain any such Authorization would not, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos. Mantos or its Subsidiaries, as applicable, lawfully hold, own or use, and have complied with, all such Authorizations, except as would not, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos. Each such Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course, except as would not, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos. No action, investigation or proceeding is pending, or to the knowledge of Mantos, threatened, against Mantos or any of its Subsidiaries in respect of or regarding any such Authorization that could reasonably be expected to result in the suspension, loss or revocation of any such Authorizations.

• (15) Material Contracts.

• (a) Section (15) of the Mantos Disclosure Letter sets out a complete and accurate list of all Material Contracts of Mantos and its Subsidiaries. True and complete copies of all such Material Contracts have been made available in the Mantos Data Room.

• (b) Mantos and its Subsidiaries have performed in all material respects all of their respective obligations required to be performed by them under each Material Contract of Mantos and its Subsidiaries. All such Material Contracts are in full force and effect, and Mantos or such Subsidiary is entitled to all rights and benefits thereunder in accordance with the terms thereof. Neither

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Mantos nor any of its Subsidiaries has waived any material rights under such Material Contracts and no material default or breach exists in respect thereof on the part of Mantos or its Subsidiaries or, to the knowledge of Mantos, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Material Contracts.

• (c) Each Material Contract of Mantos and its Subsidiaries is legal, valid, binding and in full force and effect and is enforceable by Mantos or a Subsidiary, as applicable, in accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally, and to general principles of equity). Neither Mantos nor any of its Subsidiaries is in breach or default under any such Material Contract, except for such breaches or defaults as would not, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos.

• (d) Neither Mantos nor any of its Subsidiaries has received written notice that any party to a Material Contract of Mantos or its Subsidiaries, intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of Mantos, no such action has been threatened.

• (e) Except as disclosed in Section (15) of the Mantos Disclosure Letter, no consents, approvals or notices are required to be obtained from, or given to, any third party under any Material Contract of Mantos and its Subsidiaries in order for Mantos to proceed with the execution and delivery of this Agreement and the consummation of the Arrangement and the other transactions contemplated by this Agreement.

• (16) Personal Property. Mantos or its Subsidiaries have good title to all material personal property of any kind or nature which Mantos or any of its Subsidiaries purports to own, free and clear of all Liens (other than Permitted Liens). Mantos and its Subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal property leased by and material to Mantos or any of its Subsidiaries as used, possessed and controlled by Mantos or its Subsidiaries, as applicable.

• (17) Real Property. With respect to the real property leased or subleased by Mantos or any of its Subsidiaries: (i) each lease or sublease for such property constitutes a legal, valid and binding obligation of Mantos or its Subsidiary, as the case may be, enforceable against Mantos or such Subsidiary, as the case may be, in accordance with its terms and is in full force and effect; (ii) neither Mantos nor any of its Subsidiaries, as the case may be, is in material breach of or default under any such lease or sublease and no event has occurred which, without the giving of notice or lapse of time, or both, would constitute a material breach of or default under any such lease or sublease; and (iii) to the knowledge of Mantos, no counterparty to any such lease or sublease is in material default thereunder. Except as disclosed in

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Section (17) of the Mantos Disclosure Letter, neither Mantos nor any of its Subsidiaries own any real property.

(18) Properties and Mineral Rights.

• (a) Except as disclosed in Section (18) of the Mantos Disclosure Letter, Mantos and each of its Subsidiaries:

• (i) have good and sufficient title to their real estate and real property interests, including fee simple estate of and in real property, leases, easements, rights of way, water rights, permits or licenses from landowners or authorities permitting the use of land by Mantos or its Subsidiaries, as applicable, necessary to permit the operation of Mantos’ business as presently owned and conducted in all material respects (collectively, “ Mantos Real Property Interests ”), free and clear of any material Liens, other than Permitted Liens; and

• (ii) hold their mineral concession, claims, leases, licenses, permits, access rights and other rights and interests necessary to explore for, develop, mine, produce, process or refine, minerals, concentrates or ores for development purposes on it their properties (collectively, the “ Mantos Mineral Rights ”), free and clear of any material Liens, other than Permitted Liens, subject, however, with respect to any Mantos Mineral Rights that are federal unpatented mining claims, which are subject to the paramount title of the United States.

• (b) None of Mantos or any of its Subsidiaries has received notice of any default under any of the leases and other title and operating documents or any other agreement or instrument pertaining to the Mantos Real Property Interests or the Mantos Mineral Rights to which Mantos or any of its Subsidiaries is a party or by or to which Mantos or any such assets are bound or subject, except to the extent that such defaults have not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos.

• (c) (A) Mantos and its Subsidiaries are in good standing under all, and are not in default under any, and (B) there is no existing condition, circumstance or matter which constitutes or which, with the passage of time or the giving of notice or both, would constitute a default under any, leases and other title and operating documents or any other agreements and instruments pertaining to the Mantos Real Property Interests and the Mantos Mineral Rights to which it is a party or by or to which it or such assets are bound or subject and, to the knowledge of Mantos, all such leases, title and operating documents and other agreements and instruments are in good standing and in full force and effect and none of the counterparties to such leases, title and operating documents and other agreements and instruments is in default thereunder except to the extent that such defaults have not had and would

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not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos.

• (d) Neither Mantos nor its Subsidiaries have leased or otherwise granted to any third party the right to use or occupy any portion of the Mantos Real Property Interests, other than such portions that are not necessary or material to the exploration, development and mining operations on the properties, and there are no outstanding purchase options or rights of first refusal or rights of first offer with respect to any portion of the Mantos Real Property Interests.

• (e) The electrical systems, mechanical systems, foundations, structural components, roofs, plumbing and fire and safety systems associated with the Mantos Real Property Interests are in good working order and condition, ordinary wear and tear excepted. The continued maintenance and operation of the Mantos Real Property Interests as currently maintained and operated is not dependent on facilities located at other property, and the continued maintenance and operation of any other property is not dependent on facilities located on the Mantos Real Property Interests.

(19) Operations and Expropriation.

• (a) All exploration, development and mining operations on the properties of Mantos or its Subsidiaries subject to the Mantos Real Property Interests or the Mantos Mineral Rights have been conducted in all material respects in accordance with reasonable and prudent international mining industry practices.

• (b) No properties or assets of Mantos or its Subsidiaries subject to the Mantos Real Property Interests or the Mantos Mineral Rights has been taken or appropriated by any Governmental Entity, nor has any notice or proceeding in respect hereof been given or commenced, nor, to the knowledge of Mantos, is there any intent or proposal to give any such notice or to commence any such proceeding.

• (20) Mantos Technical Reports.

• (a) The Mantos Blancos Mine and the Mantoverde Mine are the only material properties of the Company for the purposes of NI 43-101.

• (b) The Mantos Technical Reports comply in all material respects with the requirements of NI 43-101 and reasonably present the quantity of mineral resources and mineral reserves attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared. Mantos does not have knowledge of any change to the facts and assumptions underlying the estimates in the Mantos Technical Reports that would reasonably be expected to result in a material adverse change in any production, cost, price, reserves, resources or other

D - 8

relevant information in the Mantos Technical Reports since the date of such reports.

• (c) Mantos has made available to the authors of the Mantos Technical Reports, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them, and none of such information contained any Misrepresentation at the time such information was so provided.

• (d) Mantos is in compliance in all material respects with the provisions of NI 43101 and there has been no change of which the Company is aware that would require the preparation of a new technical report pursuant to NI 43-101.

• (21) Royalties, Rentals and Taxes Paid. All rentals, fees, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of Mantos or any of its Subsidiaries, have been: (i) duly paid; (ii) duly performed; or (iii) provided for prior to the date hereof, except to the extent that such nonpayment, non-performance or non-provision would not in the aggregate have a Material Adverse Effect on Mantos.

• (22) Intellectual Property. Mantos and its Subsidiaries either own all right, title and interest in and to, or are validly licensed (and are not in material breach of such licenses), all Intellectual Property that is material to the conduct of the business, as currently conducted, by Mantos and its Subsidiaries (collectively, the “ Mantos Intellectual Property Rights ”). All such Mantos Intellectual Property Rights are sufficient, in all material respects, for conducting the business, as currently conducted, by Mantos and its Subsidiaries , and to the knowledge of Mantos, all such Mantos Intellectual Property Rights that have registered or issued are valid and enforceable (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or laws relating to or affecting creditors’ rights generally). Mantos and its Subsidiaries and the operation of their respective businesses do not infringe upon the Intellectual Property rights of any third party. To the knowledge of Mantos, no Person is currently infringing upon any of the Mantos Intellectual Property Rights in any material respect. Each of Mantos and its Subsidiaries has taken reasonable measures to protect and preserve its rights in all material trade secrets owned or held by it (including, in each case, any information that would have been a trade secret but for any failure to act in a manner consistent with this sentence). The execution and delivery of this Agreement and the consummation by Mantos of the Arrangement and the other transactions contemplated hereby will not result in the loss or impairment of any of the Mantos Intellectual Property Rights, or give rise to any right of any Person to exercise any new or additional material rights under any Mantos Intellectual Property Rights.

• (23) Litigation. There are no material claims, actions, suits, arbitrations or proceedings, or to the knowledge of Mantos, any inquiries or investigations pending, or, to the knowledge of Mantos, are there any material claims, actions, suits, arbitrations, proceedings, inquiries or investigations threatened, against Mantos or any of its

D - 9

Subsidiaries by or before any Governmental Entity that, if determined adverse to the interests of Mantos or its Subsidiaries, would, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos or would be reasonably expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Mantos, threatened against or relating to Mantos or any of its Subsidiaries before any Governmental Entity. Neither Mantos nor any of its Subsidiaries is subject to any outstanding judgment, order, writ, injunction or decree that would individually or in the aggregate, have a Material Adverse Effect in respect of Mantos or that would be reasonably expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby.

(24) Environmental Matters.

• (a) Other than as disclosed in Section (24) of the Mantos Disclosure Letter and except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect in respect of Mantos:

• (i) Mantos is and has been in compliance with all Environmental Laws and neither Mantos nor any of its Subsidiaries has received any order, request or written notice from any Person either alleging a violation of any Environmental Law or requiring that Mantos or any of its Subsidiaries carry out any work, incur any costs or assume any liabilities, related to (i) environmental matters, (ii) a violation of Environmental Laws, or (iii) any agreements with any Governmental Entity with respect to or pursuant to Environmental Laws;

• (ii) (i) neither Mantos nor any of its Subsidiaries has Released, and, to the knowledge of Mantos, no other Person has Released, any Hazardous Substances on, at, in, under or from any of the Mantos Real Property Interests or, to the knowledge of Mantos, any real properties previously owned, leased or operated by Mantos or its Subsidiaries, and (ii), to the knowledge of Mantos, there are no Hazardous Substances or other conditions that could reasonably be expected to result in liability of or adversely affect Mantos or its Subsidiaries under or related to any Environmental Law on, at, in, under or from any of the Mantos Real Property Interests or, to the knowledge of Mantos, any real property previously owned, leased or operated by Mantos or any of its Subsidiaries and (iii) to the knowledge of Mantos, there are no Hazardous Substances migrating to any of the Mantos Real Property Interests from any other real property; and

• (iii) there are no pending claims or, to the knowledge of Mantos, threatened claims, against Mantos or its Subsidiaries arising out of, under or pursuant to any Environmental Laws.

D - 10

• (b) In the Ordinary Course, Mantos periodically reviews the effect of Environmental Laws on the business operations and properties of Mantos and its Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including any capital or operating expenditures required for clean-up, rehabilitation, reclamation and closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, Mantos has reasonably concluded that such associated costs and liabilities that have not been accounted for would not, singly or in the aggregate, have a Material Adverse Effect on Mantos.

• (c) Other than as disclosed in Section (24)(c) of the Mantos Disclosure Letter and except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect in respect of Mantos, Mantos has:

  • (i) posted the full amount of any mine reclamation and rehabilitation financial assurance required by applicable Laws and any permits, authorizations and approvals and does do not anticipate any material increase in the amount of such financial assurance; and

  • (ii) completed all progressive mine reclamation and rehabilitation required by applicable Laws and any permits, authorizations and approvals.

• (25) Employees.

• (a) All Contracts in relation to the top 5 compensated Mantos Employees (calculated based on 2020 annual base salary plus target cash bonus) have been made available in the Mantos Data Room.

• (b) There is no unfair labour practice complaint, grievance or arbitration proceeding in progress or, to the knowledge of Mantos, threatened against Mantos or its Subsidiaries.

• (c) No Mantos Employee has any agreement as to length of notice or severance payment required to terminate his or her employment (other than such as results by Law from the employment of an employee without an agreement as to notice or severance), nor are there any change of control payments or severance payments or agreements with Mantos Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement or any other transaction contemplated by this Agreement, including a change of control of Mantos or of any of its Subsidiaries.

• (d) Mantos is not in default with respect to any Mantos Employee or any of its former employees, independent contractors or consultants, and there are no outstanding agreements, understandings, commitments, or loans between

D - 11

Mantos and any Mantos Employee or their labour union with respect to any compensation, commissions, bonuses, or fees.

• (e) No Mantos Employee or former employee has any right to be rehired by Mantos prior to their hiring a person not previously employed by Mantos.

• (f) Mantos and each of its Subsidiaries have operated in all material respects in accordance with all applicable Laws with respect to employment and labour, pay equity, wages, classification of employees, hours of work, overtime, vacation pay and accrual, occupational health and safety, employment equity, workers’ compensation, human rights, labour relations and privacy, and there are no current, pending, or to the knowledge of Mantos, threatened proceedings before any Governmental Entity with respect to any such matters, and there is no basis for any such proceeding.

• (g) There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither Mantos nor any of its Subsidiaries has been reassessed in any respect under such legislation during the past three years and, to the knowledge of Mantos, no audit of Mantos or any of its Subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no material claims or, to the knowledge of Mantos, potential claims which may adversely affect Mantos or any of its Subsidiaries’ accident cost experience.

• (h) Mantos has provided in the Mantos Data Room all orders and inspection reports under applicable OHSA. There are no material charges pending under OHSA. There have been no reportable incidents that, to the knowledge of Mantos, are likely to lead to any material charges under OHSA. Mantos and each of its Subsidiaries have complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

(26) Collective Agreements.

• (a) Except as set forth on Section (26)(a) of the Mantos Disclosure Letter there is no Collective Agreement in force with respect to Mantos Employees nor is there any Contract with any employee association in respect of Mantos Employees.

• (b) Except as set forth on Section (26)(b) of the Mantos Disclosure Letter, no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent or any other Person holds bargaining rights with respect to any Mantos Employee by way of certification, interim certification, voluntary recognition or successor rights, or has applied or, to the knowledge of Mantos, threatened to apply to be certified as the bargaining agent of any employees of Mantos. Further, no trade union,

D - 12

council of trade unions, employee bargaining agency or affiliated bargaining agent has applied to have Mantos declared a common or related employer pursuant to the Labour Relations Code (British Columbia) or any similar legislation in any jurisdiction in which Mantos carries on business.

• (c) There are no threatened or pending union organizing activities involving any Mantos Employees and no such activities have been undertaken in the last three years. There is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of Mantos, threatened against Mantos and no such event has occurred within the last five years.

• (27) Employee Plans.

• (a) Section (27)(a) of the Mantos Disclosure Letter lists all material Employee Plans. Mantos has disclosed in the Mantos Data Room true, correct and complete copies of all such material Employee Plans, as amended, or, if not readily available, a description thereof together with all related material documentation, including funding and investment management agreements, summary plan descriptions, the most recent actuarial reports, letters of credit, financial statements, asset statements, material opinions and memoranda (whether externally or internally prepared) and material correspondence with regulatory authorities or other relevant Persons. No changes have occurred or are expected to occur which would materially affect the information contained in the actuarial reports, financial statements or asset statements required to be provided to the Company.

• (b) Mantos has, in all material respects, registered and administered each material Employee Plan, and made all contributions and paid all premiums in respect of each material Employee Plan, in accordance with Law, except as would not, individually or in the aggregate, have a Material Adverse Effect in respect of Mantos. There are no pending, or to the knowledge of Mantos, threatened claims (other than routine claims for benefits) by, on behalf of or against any Employee Plan or any trust related thereto which could reasonably be expected to result in any material liability to Mantos or any of its Subsidiaries and no material audit or other proceeding by a Governmental Entity is pending, or to the knowledge of Mantos, threatened with respect to such plan.

• (c) No Employee Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment, other than coverage or benefits required to be provided by Law.

• (d) No Employee Plan is a “registered pension plan” or a “retirement compensation arrangement”, as such terms are defined under the Tax Act and no Employee Plan provides supplemental retirement income benefits.

D - 13

• (e) All data necessary for the proper administration of the Employee Plans is in the possession or control of Mantos and such data is complete and correct in all material respects.

• (28) Insurance. Mantos and each of its Subsidiaries, as applicable, is insured by reputable third party insurers with reasonable and prudent policies appropriate for the size and nature of the business of Mantos and its Subsidiaries. To the knowledge of Mantos, each such insurance policy currently in effect that insures the physical properties, business, operations and assets of Mantos and its Subsidiaries is valid and binding and in full force and effect. To the knowledge of Mantos, there is no material claim pending under any such insurance policy that has been denied, rejected, questioned or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover any material portion of such claims.

• (29) Taxes .

• (a) Mantos and each of its Subsidiaries has duly and timely filed all material Tax Returns required to be filed prior to the date hereof with the appropriate Governmental Entities and all such Tax Returns are true and correct in all material respects.

• (b) Mantos and each of its Subsidiaries has duly and timely paid all material Taxes, including all instalments on account of Taxes for the current year that are due and payable by it whether or not assessed by the appropriate Governmental Entity. Mantos has provided adequate accruals in accordance with IFRS in the most recently published financial statements of Mantos for any Taxes of Mantos and each of its Subsidiaries that have not been paid with respect to the period covered by such financial statements whether or not shown as being due on any Tax Returns. No material liability in respect of Taxes not reflected in such financial statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the Ordinary Course.

• (c) Mantos and each of its Subsidiaries has duly and timely collected all amount of all Taxes required to be collected and has duly and timely paid and remitted the same to the appropriate Governmental Entity.

• (d) There are no material proceedings, investigations, audits or claims now pending against Mantos or its Subsidiaries in respect of any Taxes and no Governmental Entity has asserted in writing, or to the knowledge of Mantos, has threatened to assert against Mantos or any of its Subsidiaries any deficiency or claim for Taxes or interest thereon or penalties in connection therewith.

• (e) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by, Mantos or its Subsidiaries.

D - 14

• (f) No claim has been made by any Governmental Entity in a jurisdiction where Mantos and any of its Subsidiaries does not file Tax Returns that the Company, or any of its Subsidiaries, is or may be subject to material Tax by that jurisdiction.

• (g) To the knowledge of Mantos, there are no Liens for Taxes upon any property or assets of Mantos and its Subsidiaries (whether owned or leased), except Liens for current Taxes not yet due.

• (h) Neither Mantos nor any of its Subsidiaries is a party to any agreement, understanding, or arrangement relating to allocating or sharing any amount of Taxes (excluding any agreement, understanding, or arrangement entered into in the Ordinary Course the primary purpose of which is to address nonTax matters, such as a lease).

• (i) Mantos and each of its Subsidiaries has duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any Person the amount of all Taxes and other deductions required by any Laws to be withheld from any such amount and has duly and timely remitted the same to the appropriate Governmental Entity.

• (j) There are no circumstances existing which could result in the application to Mantos or any of its subsidiaries of sections 17, 78, 80, 80.01, 80.02, 80.03, 80.04 of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.

• (k) Mantos and each of its Subsidiaries have complied in all material respects with all applicable transfer pricing Laws.

• (30) Restrictions on Business. There is no Contract or Authorization binding upon Mantos or any of its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of Mantos or any of its affiliates or the conduct of business by Mantos or any of its affiliates (including following consummation of the Arrangement) other than any Contract or Authorization containing any such prohibition or restriction which has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect in respect of Mantos.

• (31) Corrupt Practices Legislation.

• (a) To the knowledge of Mantos, it has not, directly or indirectly, (A) made or authorized any contribution, payment or gift of funds, property or anything of value to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction, any official, employee or agent of an enterprise that is owned or controlled by a Government Entity, or any official of any public international organization or (B) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or

D - 15

would be prohibited under and applicable Anti-Corruption Laws or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder.

• (b) During the periods of the Mantos Financial Statements, the operations of Mantos are and have been conducted at all times in compliance with applicable Money Laundering Laws. To the knowledge of Mantos, no action, suit or proceeding by or before any Governmental Entity involving Mantos with respect to the Money Laundering Laws is pending or threatened.

• (c) Neither Mantos nor, to the knowledge of Mantos, any director, officer, agent, employee or affiliate of Mantos has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the Government of Canada or any other relevant sanctions authority (collectively, " Sanctions ") imposed upon such Person; and Mantos is not in violation of any of the Sanctions or any Law or executive order relating thereto, or is conducting business with any Person subject to any Sanctions.

• (d) To Mantos’ knowledge, Mantos and all its directors, officers, employees, agents and other persons acting its their behalf, are currently in compliance with Anti-Corruption Laws;

• (e) To Mantos’ knowledge, neither Mantos nor any of its directors, officers, employees, agents or other persons acting on its behalf, has, at any time in the past five years, been the subject of any investigations, reviews, audits, or inquiries by a Governmental Entity into potential violations of any AntiCorruption Laws; and no investigation, review, audit, or inquiry by any Governmental Entity with respect to Anti-Corruption Laws is pending or, to the knowledge of the Company, threatened;

• (f) Mantos has not made any voluntary disclosures or self-reports to any Governmental Entity regarding an alleged, potential, or actual violation of any Anti-Corruption Laws by Mantos or any of its directors, officers, employees, agents, or other persons acting on its behalf; and

• (g) Mantos is not aware of any current or ongoing allegation that Mantos or any of its directors, officers, employees, agents, or other persons acting on its behalf has engaged in conduct that may constitute a violation of any AntiCorruption Laws, except for any allegation that Mantos has fully investigated and determined to be unsubstantiated.

• (32) Brokers . Other than as disclosed in Section (32) of the Mantos Disclosure Letter, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Mantos. True and complete copies of the Contracts pertaining to the matters set forth in Section (32) of the Mantos Disclosure Letter have been made available in the Mantos Data Room.

D - 16

SCHEDULE E NEW CAPSTONE CONSTATING DOCUMENTS

See attached.

E - 1

Incorporation Number

ARTICLES

OF

MANTOS COPPER (BERMUDA) LIMITED PROVINCE OF BRITISH COLUMBIA

BUSINESS CORPORATIONS ACT

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

		ARTICLE 1 INTERPRETATION
Section	1.1	Definitions ................................................................................................................... 1
Section	1.2	BCA and_Interpretation Act_Definitions Applicable ..................................................... 2
Section	1.3	Conflicts or Inconsistencies ........................................................................................ 2
		ARTICLE 2
		SHARES AND SHARE CERTIFICATES
Section	2.1	Authorized Share Structure ........................................................................................ 2
Section	2.2	Form of Share Certificate ............................................................................................ 2
Section	2.3	Shareholder Entitled to Certificate or Acknowledgement ........................................... 2
Section	2.4	Delivery by Mail ........................................................................................................... 2
Section	2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement ................... 2
Section	2.6	Replacement of Lost, Destroyed or Wrongfully Taken Certificate .............................. 3
Section	2.7	Recovery of New Share Certificate ............................................................................. 3
Section	2.8	Splitting Share Certificates ......................................................................................... 3
Section	2.9	Certificate Fee ............................................................................................................. 3
Section	2.10	Recognition of Trusts .................................................................................................. 3
		ARTICLE 3
		ISSUE OF SHARES
Section	3.1	Board Authorized ........................................................................................................ 4
Section	3.2	Commissions and Discounts ...................................................................................... 4
Section	3.3	Brokerage ................................................................................................................... 4
Section	3.4	Conditions of Issue ..................................................................................................... 4
Section	3.5	Share Purchase Warrants and Rights ........................................................................ 4
		ARTICLE 4
		SHARE REGISTERS
Section	4.1	Central Securities Register ......................................................................................... 4
Section	4.2	Closing Register .......................................................................................................... 5
		ARTICLE 5
		SHARE TRANSFERS
Section	5.1	Registering Transfers.................................................................................................. 5
Section	5.2	Waivers of Requirements for Transfer ........................................................................ 5
Section	5.3	Form of Instrument of Transfer ................................................................................... 5
Section	5.4	Transferor Remains Shareholder ............................................................................... 5
Section	5.5	Signing of Instrument of Transfer ............................................................................... 6
Section	5.6	Enquiry as to Title Not Required ................................................................................. 6
Section	5.7	Transfer Fee ............................................................................................................... 6
		ARTICLE 6
		TRANSMISSION OF SHARES
Section	6.1	Legal Personal Representative Recognized on Death ............................................... 6
Section	6.2	Rights of Legal Personal Representative ................................................................... 6

( i )

ARTICLE 7 ACQUISITION OF COMPANY'S SHARES

Section 7.1 Company Authorized to Purchase or Otherwise Acquire Shares ............................... 7 Section 7.2 No Purchase, Redemption or Other Acquisition When Insolvent ............................... 7 Section 7.3 Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares ............... 7

ARTICLE 8 BORROWING POWERS

		ARTICLE 8 BORROWING POWERS
Section	8.1	Borrowing Powers ....................................................................................................... 7
		ARTICLE 9
		ALTERATIONS
Section	9.1	Alteration of Authorized Share Structure .................................................................... 7
Section	9.2	Special Rights or Restrictions ..................................................................................... 8
Section	9.3	No Interference with Class or Series Rights without Consent .................................... 8
Section	9.4	Change of Name ......................................................................................................... 8
Section	9.5	Other Alterations ......................................................................................................... 9

ARTICLE 10

MEETINGS OF SHAREHOLDERS

		ARTICLE 10 MEETINGS OF SHAREHOLDERS
Section	10.1	Annual General Meetings ........................................................................................... 9
Section	10.2	Resolution Instead of Annual General Meeting .......................................................... 9
Section	10.3	Calling of Meetings of Shareholders ........................................................................... 9
Section	10.4	Electronic Meetings ..................................................................................................... 9
Section	10.5	Notice for Meetings of Shareholders .......................................................................... 9
Section	10.6	Record Date for Notice ............................................................................................... 9
Section	10.7	Record Date for Voting ............................................................................................. 10
Section	10.8	Failure to Give Notice and Waiver of Notice ............................................................. 10
Section	10.9	Notice of Special Business at Meetings of Shareholders ......................................... 10
Section	10.10	Class Meetings and Series Meetings of Shareholders ............................................. 10

ARTICLE 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

		ARTICLE 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
Section	11.1	Special Business ....................................................................................................... 11
Section	11.2	Special Majority ......................................................................................................... 11
Section	11.3	Quorum ..................................................................................................................... 11
Section	11.4	One Shareholder May Constitute Quorum ............................................................... 11
Section	11.5	Persons Entitled to Attend Meeting .......................................................................... 12
Section	11.6	Requirement of Quorum ........................................................................................... 12
Section	11.7	Lack of Quorum ........................................................................................................ 12
Section	11.8	Lack of Quorum at Succeeding Meeting................................................................... 12
Section	11.9	Chair.......................................................................................................................... 12
Section	11.10	Selection of Alternate Chair ...................................................................................... 12
Section	11.11	Adjournments ............................................................................................................ 12
Section	11.12	Notice of Adjourned Meeting .................................................................................... 13
Section	11.13	Electronic Voting ....................................................................................................... 13
Section	11.14	Decisions by Show of Hands or Poll ......................................................................... 13
Section	11.15	Declaration of Result................................................................................................. 13
Section	11.16	Motion Need Not be Seconded ................................................................................. 13
Section	11.17	Casting Vote ............................................................................................................. 13
Section	11.18	Manner of Taking Poll ............................................................................................... 13
Section	11.19	Demand for Poll on Adjournment .............................................................................. 14

( ii )

Section	11.20	Chair Must Resolve Dispute ..................................................................................... 14
Section	11.21	Casting of Votes ........................................................................................................ 14
Section	11.22	No Demand for Poll on Election of Chair .................................................................. 14
Section	11.23	Demand for Poll Not to Prevent Continuance of Meeting ......................................... 14
Section	11.24	Retention of Ballots and Proxies ............................................................................... 14
		ARTICLE 12
		VOTES OF SHAREHOLDERS
Section	12.1	Number of Votes by Shareholder or by Shares ........................................................ 14
Section	12.2	Votes of Persons in Representative Capacity .......................................................... 14
Section	12.3	Votes by Joint Holders .............................................................................................. 14
Section	12.4	Legal Personal Representatives as Joint Shareholders ........................................... 15
Section	12.5	Representative of a Corporate Shareholder ............................................................. 15
Section	12.6	When Proxy Holder Need Not Be Shareholder ........................................................ 15
Section	12.7	When Proxy Provisions Do Not Apply to the Company ............................................ 16
Section	12.8	Appointment of Proxy Holders .................................................................................. 16
Section	12.9	Alternate Proxy Holders ............................................................................................ 16
Section	12.10	Deposit of Proxy ........................................................................................................ 16
Section	12.11	Validity of Proxy Vote ................................................................................................ 16
Section	12.12	Form of Proxy ........................................................................................................... 17
Section	12.13	Revocation of Proxy .................................................................................................. 17
Section	12.14	Revocation of Proxy Must Be Signed ....................................................................... 17
Section	12.15	Chair May Determine Validity of Proxy. .................................................................... 17
Section	12.16	Production of Evidence of Authority to Vote ............................................................. 18
		ARTICLE 13
		DIRECTORS
Section	13.1	Number of Directors .................................................................................................. 18
Section	13.2	Change in Number of Directors ................................................................................ 18
Section	13.3	Board's Acts Valid Despite Vacancy ......................................................................... 18
Section	13.4	Qualifications of Directors ......................................................................................... 18
Section	13.5	Remuneration of Directors ........................................................................................ 18
Section	13.6	Reimbursement of Expenses of Directors ................................................................ 19
Section	13.7	Special Remuneration for Directors .......................................................................... 19
Section	13.8	Gratuity, Pension or Allowance on Retirement of Director ....................................... 19
		ARTICLE 14
		ELECTION AND REMOVAL OF DIRECTORS
Section	14.1	Election at Annual General Meeting ......................................................................... 19
Section	14.2	Consent to be a Director ........................................................................................... 19
Section	14.3	Failure to Elect or Appoint Directors ......................................................................... 19
Section	14.4	Places of Retiring Directors Not Filled ...................................................................... 20
Section	14.5	Board May Fill Casual Vacancies ............................................................................. 20
Section	14.6	Remaining Directors' Power to Act ........................................................................... 20
Section	14.7	Shareholders May Fill Vacancies ............................................................................. 20
Section	14.8	Additional Directors ................................................................................................... 20
Section	14.9	Ceasing to be a Director ........................................................................................... 20
Section	14.10	Removal of Director by Shareholders ....................................................................... 21
Section	14.11	Removal of Director by Directors .............................................................................. 21

ARTICLE 15

ALTERNATE DIRECTORS

Section 15.1 Application ................................................................................................................ 21

( iii )

Section	15.2	Appointment of Alternate Director ............................................................................. 21
Section	15.3	Notice of Meetings .................................................................................................... 21
Section	15.4	Alternate for More Than One Director Attending Meetings ...................................... 21
Section	15.5	Consent Resolutions ................................................................................................. 22
Section	15.6	Alternate Director Not an Agent ................................................................................ 22
Section	15.7	Revocation of Appointment of Alternate Director ..................................................... 22
Section	15.8	Ceasing to be an Alternate Director .......................................................................... 22
Section	15.9	Remuneration and Expenses of Alternate Director .................................................. 22
		ARTICLE 16
		POWERS AND DUTIES OF THE BOARD
Section	16.1	Powers of Management ............................................................................................ 22
Section	16.2	Appointment of Attorney of Company ....................................................................... 22
		ARTICLE 17
		INTERESTS OF DIRECTORS AND OFFICERS
Section	17.1	Obligation to Account for Profits ............................................................................... 23
Section	17.2	Restrictions on Voting by Reason of Interest ........................................................... 23
Section	17.3	Interested Director Counted in Quorum .................................................................... 23
Section	17.4	Disclosure of Conflict of Interest or Property ............................................................ 23
Section	17.5	Director Holding Other Office in the Company ......................................................... 23
Section	17.6	No Disqualification .................................................................................................... 23
Section	17.7	Professional Services by Director or Officer ............................................................. 23
Section	17.8	Director or Officer in Other Corporations .................................................................. 24
		ARTICLE 18
		PROCEEDINGS OF THE BOARD
Section	18.1	Meetings of the Board ............................................................................................... 24
Section	18.2	Voting at Meetings .................................................................................................... 24
Section	18.3	Chair of Meetings ...................................................................................................... 24
Section	18.4	Meetings by Telephone or Other Communications Medium .................................... 24
Section	18.5	Calling of Meetings ................................................................................................... 25
Section	18.6	Notice of Meetings .................................................................................................... 25
Section	18.7	When Notice Not Required ....................................................................................... 25
Section	18.8	Meeting Valid Despite Failure to Give Notice ........................................................... 25
Section	18.9	Waiver of Notice of Meetings .................................................................................... 25
Section	18.10	Quorum ..................................................................................................................... 25
Section	18.11	Validity of Acts Where Appointment Defective ......................................................... 25
Section	18.12	Consent Resolutions in Writing ................................................................................. 25
		ARTICLE 19
		EXECUTIVE AND OTHER COMMITTEES
Section	19.1	Appointment and Powers of Executive Committee .................................................. 26
Section	19.2	Appointment and Powers of Other Committees ....................................................... 26
Section	19.3	Obligations of Committees ........................................................................................ 27
Section	19.4	Powers of Board ....................................................................................................... 27
Section	19.5	Committee Meetings ................................................................................................. 27

ARTICLE 20 OFFICERS

		ARTICLE 20 OFFICERS
Section	20.1	Board May Appoint Officers ...................................................................................... 27
Section	20.2	Functions, Duties and Powers of Officers................................................................. 27

( iv )

Section	20.3	Qualifications ............................................................................................................ 28
Section	20.4	Remuneration and Terms of Appointment ................................................................ 28

		ARTICLE 21
		INDEMNIFICATION
Section	21.1	Definitions ................................................................................................................. 28
Section	21.2	Mandatory Indemnification of Eligible Parties ........................................................... 28
Section	21.3	Permitted Indemnification ......................................................................................... 28
Section	21.4	Non-Compliance with BCA ....................................................................................... 28
Section	21.5	Company May Purchase Insurance .......................................................................... 29
		ARTICLE 22
		DIVIDENDS
Section	22.1	Payment of Dividends Subject to Special Rights ...................................................... 29
Section	22.2	Declaration of Dividends ........................................................................................... 29
Section	22.3	No Notice Required ................................................................................................... 29
Section	22.4	Record Date .............................................................................................................. 29
Section	22.5	Manner of Paying Dividend ....................................................................................... 29
Section	22.6	Settlement of Difficulties ........................................................................................... 29
Section	22.7	When Dividend Payable............................................................................................ 30
Section	22.8	Dividends to be Paid in Accordance with Number of Shares ................................... 30
Section	22.9	Receipt by Joint Shareholders .................................................................................. 30
Section	22.10	Dividend Bears No Interest ....................................................................................... 30
Section	22.11	Fractional Dividends ................................................................................................. 30
Section	22.12	Payment of Dividends ............................................................................................... 30
Section	22.13	Capitalization of Retained Earnings or Surplus ........................................................ 30
Section	22.14	Unclaimed Dividends ................................................................................................ 30
		ARTICLE 23
		ACCOUNTING RECORDS AND AUDITOR
Section	23.1	Recording of Financial Affairs ................................................................................... 31
Section	23.2	Inspection of Accounting Records ............................................................................ 31
Section	23.3	Remuneration of Auditor ........................................................................................... 31
		ARTICLE 24
		NOTICES
Section	24.1	Method of Giving Notice............................................................................................ 31
Section	24.2	Deemed Receipt ....................................................................................................... 32
Section	24.3	Certificate of Sending................................................................................................ 32
Section	24.4	Notice to Joint Shareholders ..................................................................................... 32
Section	24.5	Notice to Legal Personal Representatives and Trustees ......................................... 32
Section	24.6	Undelivered Notices .................................................................................................. 32
		ARTICLE 25
		SEAL
Section	25.1	Who May Attest Seal ................................................................................................ 33
Section	25.2	Sealing Copies .......................................................................................................... 33
Section	25.3	Mechanical Reproduction of Seal ............................................................................. 33

( v )

ARTICLE 26 PROHIBITIONS

		ARTICLE 26 PROHIBITIONS
Section	26.1	Definitions ................................................................................................................. 33
Section	26.2	Application ................................................................................................................ 34
Section	26.3	Consent Required for Transfer of Shares or Transfer Restricted Securities ............ 34

( vi )

Incorporation Number

ARTICLES

_____

(the "Company")

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

In these Articles, unless the context otherwise requires:

• (1) " appropriate person " has the meaning assigned in the Securities Transfer Act ;

• (2) " board of directors " and " board " mean the board of directors or sole director of the Company for the time being;

• (3) " BCA " means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

• (4) " director " means a person who is a director of the Company for the time being;

• (5) " directors' resolution " means a resolution of the board of directors passed at a meeting of the board or consented to by the directors in accordance with Section 140 of the BCA and Section 18.12;

• (6) " Interpretation Act " means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

• (7) " legal personal representative " means the personal or other legal representative of a shareholder or other person, as the context requires;

• (8) " protected purchaser " has the meaning assigned in the Securities Transfer Ac t;

• (9) " registered address " of a shareholder means the shareholder's address as recorded in the central securities register;

• (10)

• " seal " means the seal of the Company, if any;

• (11) " Securities Act " means the Securities Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

• (12) " securities legislation " means statutes concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time, and the blanket rulings and orders, as amended from time to time, issued by the securities commissions or similar regulatory authorities appointed under or pursuant to those statutes; " Canadian securities legislation " means the securities legislation in any province or territory of Canada and includes the Securities Act ; and " U.S. securities

legislation " means the securities legislation in the federal jurisdiction of the United States and in any state of the United States and includes the Securities Act of 1933 and the Securities Exchange Act of 1934;

• (13) " Securities Transfer Act " means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; and

• (14) " special business " has the meaning set out in Section 11.1.

Section 1.2 BCA and Interpretation Act Definitions Applicable

The definitions in the BCA and the definitions and rules of construction in the Interpretation Act , with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment.

Section 1.3 Conflicts or Inconsistencies

If there is a conflict between a definition in the BCA and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the BCA will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the BCA, the BCA will prevail.

ARTICLE 2 SHARES AND SHARE CERTIFICATES

Section 2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

Section 2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the BCA.

Section 2.3 Shareholder Entitled to Certificate or Acknowledgement

Unless the shares of which the shareholder is the registered owner are uncertificated shares within the meaning of the BCA, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgement of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgement and delivery of a share certificate or an acknowledgement to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.

Section 2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgement of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

Section 2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the Company is satisfied that a share certificate or a non-transferable written acknowledgement of the shareholder's right to obtain a share certificate is worn out or defaced, it must, on production to it of

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the share certificate or acknowledgement, as the case may be, and on such other terms, if any, as it thinks fit:

• (1) order the share certificate or acknowledgement, as the case may be, to be cancelled; and

• (2) issue a replacement share certificate or acknowledgement, as the case may be.

Section 2.6 Replacement of Lost, Destroyed or Wrongfully Taken Certificate

If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or wrongfully taken, the Company must issue a new share certificate, if that person:

• (1) so requests before the Company has notice that the share certificate has been acquired by a protected purchaser;

• (2) provides the Company with an indemnity bond sufficient in the Company's judgement to protect the Company from any loss that the Company may suffer by issuing a new certificate; and

• (3) satisfies any other reasonable requirements imposed by the Company.

A person entitled to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost, apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of the loss, apparent destruction or wrongful taking of the share certificate.

Section 2.7 Recovery of New Share Certificate

If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of transfer, then in addition to any rights under any indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.

Section 2.8 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as represented by the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

Section 2.9 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Section 2.5, Section 2.6, or Section 2.8, the amount, if any and which must not exceed the amount prescribed under the BCA, determined by the board.

Section 2.10 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

• 3 -

ARTICLE 3 ISSUE OF SHARES

Section 3.1 Board Authorized

Subject to the BCA and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the board may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

Section 3.2 Commissions and Discounts

The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

Section 3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

Section 3.4 Conditions of Issue

Except as provided for by the BCA, no share may be issued until it is fully paid. A share is fully paid when:

• (1) consideration is provided to the Company for the issue of the share by one or more of the following:

• (a) past services performed for the Company;

• (b) property;

• (c) money; and

• (2) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Section 3.1.

Section 3.5 Share Purchase Warrants and Rights

Subject to the BCA, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the board determines, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

ARTICLE 4 SHARE REGISTERS

Section 4.1 Central Securities Register

As required by and subject to the BCA, the Company must maintain a central securities register, which may be kept in electronic form. The board may, subject to the BCA, appoint an agent to maintain the central securities register. The board may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series

• 4 -

of its shares, as the case may be. The board may terminate such appointment of any agent at any time and may appoint another agent in its place.

Section 4.2 Closing Register

The Company must not at any time close its central securities register.

ARTICLE 5 SHARE TRANSFERS

Section 5.1 Registering Transfers

Subject to Article 26, the BCA and the Securities Transfer Act , the Company must register a transfer of a share of the Company if either:

• (1) the Company or the transfer agent or registrar for the class or series of shares to be transferred has received:

• (a) in the case where the Company has issued a share certificate in respect of the share to be transferred, that share certificate and a written instrument of transfer (which may be on a separate document or endorsed on the share certificate) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;

• (b) in the case of a share that is not represented by a share certificate (including an uncertificated share within the meaning of the BCA and including the case where the Company has issued a non-transferable written acknowledgement of the shareholder's right to obtain a share certificate in respect of the share to be transferred), a written instrument of transfer, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and

• (c) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of shares to be transferred may require to prove the title of the transferor or the transferor's right to transfer the share, that the written instrument of transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser; or

• (2) all the preconditions for a transfer of a share under the Securities Transfer Act have been met and the Company is required under the Securities Transfer Act to register the transfer.

Section 5.2 Waivers of Requirements for Transfer

The Company may waive any of the requirements set out in Section 5.1(1) and any of the preconditions referred to in Section 5.1(2).

Section 5.3 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form satisfactory to the Company or the transfer agent for the class or series of shares to be transferred.

Section 5.4 Transferor Remains Shareholder

Except to the extent that the BCA otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

• 5 -

Section 5.5 Signing of Instrument of Transfer

If a shareholder or other appropriate person or an agent who has actual authority to act on behalf of that person, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified but share certificates are deposited with the instrument of transfer, all the shares represented by such share certificates:

• (1) in the name of the person named as transferee in that instrument of transfer; or

• (2) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

Section 5.6 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgement of a right to obtain a share certificate for such shares.

Section 5.7 Transfer Fee

Subject to the applicable rules of any stock exchange on which the shares of the Company may be listed, there must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the board.

ARTICLE 6 TRANSMISSION OF SHARES

Section 6.1 Legal Personal Representative Recognized on Death

In the case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder's name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the board may require the original grant of probate or letters of administration or a court certified copy of them or the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest.

Section 6.2 Rights of Legal Personal Representative

The legal personal representative of a shareholder has the rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles and applicable securities legislation, if appropriate evidence of appointment or incumbency within the meaning of the Securities Transfer Act has been deposited with the Company. This Section 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder's name and the name of another person in joint tenancy.

• 6 -

ARTICLE 7 ACQUISITION OF COMPANY'S SHARES

Section 7.1 Company Authorized to Purchase or Otherwise Acquire Shares

Subject to Section 7.2, the special rights or restrictions attached to the shares of any class or series of shares, the BCA and applicable securities legislation, the Company may, if authorized by the board, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the board.

Section 7.2 No Purchase, Redemption or Other Acquisition When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

• (1) the Company is insolvent; or

• (2) making the payment or providing the consideration would render the Company insolvent.

Section 7.3 Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

• (1) is not entitled to vote the share at a meeting of its shareholders;

• (2) must not pay a dividend in respect of the share; and

• (3) must not make any other distribution in respect of the share.

ARTICLE 8 BORROWING POWERS

Section 8.1 Borrowing Powers

The Company, if authorized by the board, may:

• (1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the board considers appropriate;

• (2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the board considers appropriate;

• (3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

• (4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

ARTICLE 9 ALTERATIONS

Section 9.1 Alteration of Authorized Share Structure

Subject to Section 9.2, the special rights or restrictions attached to the shares of any class or series of shares and the BCA, the Company may:

• 7 -

• (1) by special resolution;

• (a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

• (b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

• (c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

• (d) if the Company is authorized to issue shares of a class of shares with par value:

  • (i) decrease the par value of those shares; or

  • (ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

• (e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

• (f) alter the identifying name of any of its shares; or

• (g) otherwise alter its shares or authorized share structure when required or permitted to do so by the BCA;

• (h) and, if applicable, alter its Notice of Articles and, if applicable, its Articles, accordingly.

Section 9.2 Special Rights or Restrictions

Subject to the special rights or restrictions attached to the shares of any class or series of shares and the BCA, the Company may by special resolution:

• (1) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

• (2) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued;

• (3) and alter its Articles and Notice of Articles accordingly.

Section 9.3 No Interference with Class or Series Rights without Consent

A right or special right attached to issued shares must not be prejudiced or interfered with under the BCA, the Notice of Articles or these Articles unless the holders of shares of the class or series of shares to which the right or special right is attached consent by a special separate resolution of the holders of such class or series of shares.

Section 9.4 Change of Name

The Company may by special resolution authorize an alteration to its Notice of Articles in order to change its name.

• 8 -

Section 9.5 Other Alterations

If the BCA does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

ARTICLE 10 MEETINGS OF SHAREHOLDERS

Section 10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the BCA, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and, subject to Section 10.4, such place, either in or outside British Columbia, as may be determined by the board.

Section 10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Section 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

Section 10.3 Calling of Meetings of Shareholders

The board may, at any time, call a meeting of shareholders, to be held at such time and, subject to Section 10.4, at such place, either in or outside British Columbia, as may be determined by the board.

Section 10.4 Electronic Meetings

The board may determine that a meeting of shareholders shall be held entirely by means of telephone, electronic or other communications facilities that permit all participants to communicate with each other during the meeting. If the meeting is a fully electronic meeting, no location is required to be specified in the notice of meeting. A meeting of shareholders may also be held at which some, but not necessarily all, persons entitled to attend may participate by means of such communications facilities, if the board determines to make them available. A person participating in a meeting by such means is deemed to be present at the meeting.

Section 10.5 Notice for Meetings of Shareholders

The Company must send notice of the date, time and, if applicable, location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

• (1) if and for so long as the Company is a public company, 21 days;

• (2) otherwise, 10 days.

Section 10.6 Record Date for Notice

The board may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders

• 9 -

under the BCA, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

• (1) if and for so long as the Company is a public company, 21 days;

• (2) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

Section 10.7 Record Date for Voting

The board may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the BCA, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

Section 10.8 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Section 10.9 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Section 11.1, the notice of meeting must:

• (1) state the general nature of the special business; and

• (2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

• (a) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

• (b) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

Section 10.10 Class Meetings and Series Meetings of Shareholders

Unless otherwise specified in these Articles, the provisions of these Articles relating to a meeting of shareholders will apply with the necessary changes and so far as they are applicable, to a class meeting or series meeting of shareholders holding a particular class or series of shares.

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ARTICLE 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

Section 11.1 Special Business

At a meeting of shareholders, the following business is special business:

• (1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

• (2) at an annual general meeting, all business is special business except for the following:

• (a) business relating to the conduct of or voting at the meeting;

• (b) consideration of any financial statements of the Company presented to the meeting;

• (c) consideration of any reports of the board or auditor;

• (d) the setting or changing of the number of directors;

• (e) the election or appointment of directors;

• (f) the appointment of an auditor;

• (g) the setting of the remuneration of an auditor;

• (h) business arising out of a report of the board not requiring the passing of a special resolution or an exceptional resolution;

• (i) any non-binding advisory vote; and

• (j) any other business which, under these Articles or the BCA, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

Section 11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.

Section 11.3 Quorum

Subject to the special rights or restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two individuals present at the commencement of the meeting holding, or representing by proxy, the holder or holders of shares carrying not less than one-quarter of the votes eligible to be cast at the meeting.

Section 11.4 One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of the shareholders:

• (1) the quorum is one person who is, or who represents by proxy, that shareholder, and;

• (2) that shareholder, present in person or by proxy, may constitute the meeting.

• 11 -

Section 11.5 Persons Entitled to Attend Meeting

In addition to those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the officers, any lawyer for the Company, the auditor of the Company, any persons invited to be present at the meeting by the board or by the chair of the meeting and any other persons who, although not entitled to vote, are entitled or required under the BCA or these Articles to be present at the meeting; but if any of those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

Section 11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

Section 11.7 Lack of Quorum

If, within one-half hour from the time set for holding a meeting of shareholders, a quorum is not present:

• (1) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

• (2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

Section 11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Section 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for holding the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

Section 11.9 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

• (1) the chair of the board, if any; or

• (2) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

Section 11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting. If all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

Section 11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

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Section 11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

Section 11.13 Electronic Voting

Any vote at a meeting of shareholders may be held entirely or partially by means of telephonic, electronic or other communications facilities if the directors determine to make them available whether or not persons entitled to attend participate in the meeting by means of telephonic, electronic or other communications facilities.

Section 11.14 Decisions by Show of Hands or Poll

Subject to the BCA, every motion put to a vote at a meeting of shareholders will be decided on a show of hands or the functional equivalent of a show of hands by means of telephonic, electronic or other communications facilities, unless a poll, before or on the declaration of the result of the vote by show of hands (or its functional equivalent), is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.

Section 11.15 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands (or its functional equivalent) or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Section 11.14, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

Section 11.16 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

Section 11.17 Casting Vote

In the case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

Section 11.18 Manner of Taking Poll

Subject to Section 11.19, if a poll is duly demanded at a meeting of shareholders:

• (1) the poll must be taken:

• (a) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

• (b) in the manner, at the time and at the place that the chair of the meeting directs;

• (2) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

• (3) the demand for the poll may be withdrawn by the person who demanded it.

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Section 11.19 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

Section 11.20 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

Section 11.21 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

Section 11.22 No Demand for Poll on Election of Chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

Section 11.23 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of the meeting for the transaction of any business other than the question on which a poll has been demanded.

Section 11.24 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

ARTICLE 12 VOTES OF SHAREHOLDERS

Section 12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Section 12.3:

• (1) on a vote by show of hands (or its functional equivalent), every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

• (2) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

Section 12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the board, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

Section 12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

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• (1) any one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

• (2) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

Section 12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Section 12.3, deemed to be joint shareholders registered in respect of that share.

Section 12.5 Representative of a Corporate Shareholder

If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

• (1) for that purpose, the instrument appointing a representative must be received:

• (a) at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

• (b) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting;

• (2) if a representative is appointed under this Section 12.5:

• (a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

• (b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

Section 12.6 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

• (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Section 12.5;

• (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting;

• (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to

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vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or

• (4) the Company is a public company.

Section 12.7 When Proxy Provisions Do Not Apply to the Company

If and for so long as the Company is a public company, Section 12.8 to Section 12.16 apply only insofar as they are not inconsistent with any Canadian securities legislation applicable to the Company, any U.S. securities legislation applicable to the Company or any rules of an exchange on which securities of the Company are listed.

Section 12.8 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy. The instructing of proxy holders may be carried out by means of telephonic, electronic or other communications facility in addition to or in substitution for instructing proxy holders by mail.

Section 12.9 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

Section 12.10 Deposit of Proxy

Subject to Section 12.13 and Section 12.15, a proxy for a meeting of shareholders must:

• (1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

• (2) unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages or by using such available telephone or internet voting services as may be approved by the board.

Section 12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

• (1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

• (2) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

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Section 12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the board or the chair of the meeting:

MANTOS COPPER (BERMUDA) LIMITED

(the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned):

---

____ Signed [month, day, year]

____ [Signature of shareholder]

____ [Name of shareholder - printed]

Section 12.13 Revocation of Proxy

Subject to Section 12.14 and Section 12.15, every proxy may be revoked by an instrument in writing that is received:

• (1) at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

• (2) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

Section 12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Section 12.13 must be signed as follows:

• (1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy; or

• (2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Section 12.5.

Section 12.15 Chair May Determine Validity of Proxy.

The chair of any meeting of shareholders may, at his or her sole discretion, determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Article 12 as to form, execution, accompanying documentation, time of filing or otherwise, shall be valid

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for use at the meeting, and any such determination made in good faith shall be final, conclusive and binding upon the meeting.

Section 12.16 Production of Evidence of Authority to Vote

The board or the chair of any meeting of shareholders may, but need not, at any time (including before, at or subsequent to the meeting), inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence for the purposes of determining a person’s share ownership as at the relevant record date and the authority to vote.

ARTICLE 13 DIRECTORS

Section 13.1 Number of Directors

• (1) The number of directors is the number determined from time to time by ordinary resolution.

• (2) If the number of directors has not been determined as provided in paragraph (1), the number of directors is equal to the number of directors designated as directors in the Notice of Articles that applied when the Company was recognized under the BCA or the number of directors holding office immediately following the most recent election or appointment of directors, whether at an annual or special general meeting of the shareholders, by a ordinary resolution of shareholders, or by the directors pursuant to Section 14.4, Section 14.5 or Section 14.8.

• (3) Notwithstanding paragraph (2), the minimum number of directors is one or, if the company is a public company, three.

Section 13.2 Change in Number of Directors

If the number of directors is set under Section 13.1(1):

• (1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number; and

• (2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number at the first meeting of shareholders following the setting of that number, then the board, subject to Section 14.8, may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

No decrease in the number of directors will shorten the term of an incumbent director.

Section 13.3 Board's Acts Valid Despite Vacancy

An act or proceeding of the board is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

Section 13.4 Qualifications of Directors

A director is not required to hold a share of the Company as qualification for his or her office but must be qualified as required by the BCA to become, act or continue to act as a director.

Section 13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the board may from time to time determine. If the board so decides, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

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Section 13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

Section 13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the board are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the board, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

Section 13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the board on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

ARTICLE 14 ELECTION AND REMOVAL OF DIRECTORS

Section 14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Section 10.2:

• (1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

• (2) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1) but are eligible for re-election or re-appointment.

Section 14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

• (1) that individual consents to be a director in the manner provided for in the BCA;

• (2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

• (3) with respect to first directors, the designation is otherwise valid under the BCA.

Section 14.3 Failure to Elect or Appoint Directors

If:

• (1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Section 10.2, on or before the date by which the annual general meeting is required to be held under the BCA; or

• (2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Section 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

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• (3) when his or her successor is elected or appointed; and

• (4) when he or she otherwise ceases to hold office under the BCA or these Articles.

Section 14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

Section 14.5 Board May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the remaining directors. For greater certainty, the appointment of a director to fill a casual vacancy as contemplated by this section is not the appointment of an additional director for the purposes of Section 14.8.

Section 14.6 Remaining Directors' Power to Act

The board may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the board may only act for the purpose of:

• (1) appointing directors up to that number; or

• (2) calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the BCA, for any other purpose.

Section 14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

Section 14.8 Additional Directors

Notwithstanding Section 13.1 and Section 13.2, between annual general meetings or unanimous resolutions contemplated by Section 10.2, the board may appoint one or more additional directors, but the number of additional directors appointed under this Section 14.8 must not at any time exceed:

• (1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

• (2) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Section 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Section 14.1(1), but is eligible for re-election or re-appointment.

Section 14.9 Ceasing to be a Director

A director ceases to be a director when:

• (1) the term of office of the director expires;

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• (2) the director dies;

• (3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

• (4) the director is removed from office pursuant to Section 14.10 or Section 14.11.

Section 14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the board may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

Section 14.11 Removal of Director by Directors

The board may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company in accordance with the BCA and does not promptly resign, and the board may appoint a director to fill the resulting vacancy.

ARTICLE 15 ALTERNATE DIRECTORS

Section 15.1 Application

The provisions of this Article 15 do not apply to the Company and its directors if and for so long as it is a public company.

Section 15.2 Appointment of Alternate Director

Any director (an " appointor ") may by notice in writing received by the Company appoint any person (an " appointee ") who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the board or committees of the board at which the appointor is not present unless (in the case of an appointee who is not a director) the board has reasonably disapproved the appointment of such person as an alternate director and has given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

Section 15.3 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the board and of committees of the board of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

Section 15.4 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

• (1) will be counted in determining the quorum for a meeting of the board once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

• (2) has a separate vote at a meeting of the board for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

• (3) will be counted in determining the quorum for a meeting of a committee of the board once for each of his or her appointors who is a member of that committee and, in the case of an

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appointee who is also a member of that committee as a director, once more in that capacity; and

• (4) has a separate vote at a meeting of a committee of the board for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

Section 15.5 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

Section 15.6 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

Section 15.7 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

Section 15.8 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

• (1) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

• (2) the alternate director dies;

• (3) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

• (4) the alternate director ceases to be qualified to act as a director; or

• (5) his or her appointor revokes the appointment of the alternate director.

Section 15.9 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

ARTICLE 16 POWERS AND DUTIES OF THE BOARD

Section 16.1 Powers of Management

The board must, subject to the BCA and these Articles, manage or supervise the management of the business and affairs of the Company and has the authority to exercise all such powers of the Company as are not, by the BCA or by these Articles, required to be exercised by the shareholders of the Company.

Section 16.2 Appointment of Attorney of Company

The board may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to

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change the membership of, or fill vacancies in, any committee of the board, to appoint or remove officers appointed by the board and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the board may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the board thinks fit. Any such attorney may be authorized by the board to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

ARTICLE 17 INTERESTS OF DIRECTORS AND OFFICERS

Section 17.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the BCA) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the BCA.

Section 17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

Section 17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of the board at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

Section 17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the BCA.

Section 17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the board may determine.

Section 17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

Section 17.7 Professional Services by Director or Officer

Subject to the BCA, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

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Section 17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the BCA, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person. ARTICLE 18 PROCEEDINGS OF THE BOARD

Section 18.1 Meetings of the Board

The board may meet for the conduct of business, adjourn and otherwise regulate its meetings as the board thinks fit, and meetings of the board held at regular intervals may be held at the place, at the time and on the notice, if any, as the board may from time to time determine.

Section 18.2 Voting at Meetings

Questions arising at any meeting of the board are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

Section 18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of the board:

• (1) the chair of the board, if any;

• (2) in the absence of the chair of the board, the president, if any, if the president is a director; or

• (3) any other director chosen by the directors present if:

• (a) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

• (b) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

• (c) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

Section 18.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the board or of any committee of the board:

• (1) in person;

• (2) by telephone; or

• (3) with the consent of all directors who wish to participate in the meeting, by other communications medium;

if all directors participating in the meeting, whether in person, or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Section 18.4 is deemed for all purposes of the BCA and these Articles to be present at the meeting and to have agreed to participate in that manner.

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Section 18.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the board at any time.

Section 18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the board pursuant to Section 18.1 or as provided in Section 18.7, reasonable notice of each meeting of the board, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Section 24.1 or orally or by telephone conversation with that director.

Section 18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the board to a director or an alternate director if:

• (1) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the board at which that director is appointed; or

• (2) the director or alternate director, as the case may be, has waived notice of the meeting.

Section 18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of the board to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

Section 18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the board and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the board need be given to that director or, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the board so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

Attendance of a director or alternate director at a meeting of the board is a waiver of notice of the meeting, unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Section 18.10 Quorum

The quorum necessary for the transaction of the business at a meeting of the board may be set by the board and, if not so set, is deemed to be set at a majority of the number of directors then in office. If the number of directors is set at one, the quorum is deemed to be set at one director, and that director may constitute a meeting.

Section 18.11 Validity of Acts Where Appointment Defective

Subject to the BCA, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

Section 18.12 Consent Resolutions in Writing

A resolution of the board or of any committee of the board may be passed without a meeting:

• (1) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

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• (2) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution.

A consent in writing under this Section 18.12 may be by any written instrument, fax, e-mail or any other method of transmitting legibly recorded messages in which the consent of the director is evidenced, whether or not the signature of the director is included in the record. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the board or of any committee of the board passed in accordance with this Section 18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of the board or of the committee of the board and to be as valid and effective as if it had been passed at a meeting of the board or of the committee of the board that satisfies all the requirements of the BCA and all the requirements of these Articles relating to meetings of the board or of a committee of the board.

ARTICLE 19 EXECUTIVE AND OTHER COMMITTEES

Section 19.1 Appointment and Powers of Executive Committee

The board may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and during the intervals between meetings of the board all of the board's powers are delegated to the executive committee, except:

• (1) the power to fill vacancies in the board of directors;

• (2) the power to remove a director;

• (3) the power to change the membership of, or fill vacancies in, any committee of the board; and

• (4) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

Section 19.2 Appointment and Powers of Other Committees

The board may, by resolution:

• (1) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

• (2) delegate to a committee appointed under paragraph (1) any of the board's powers, except:

• (a) the power to fill vacancies in the board of directors;

• (b) the power to remove a director;

• (c) the power to change the membership of, or fill vacancies in, any committee of the board; and

• (d) the power to appoint or remove officers appointed by the board; and

• (3) make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.

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Section 19.3 Obligations of Committees

Any committee appointed under Section 19.1 or Section 19.2, in the exercise of the powers delegated to it, must:

• (1) conform to any rules that may from time to time be imposed on it by the board; and

• (2) report every act or thing done in exercise of those powers at such times as the board may require.

Section 19.4 Powers of Board

The board may, at any time, with respect to a committee appointed under Section 19.1 or Section 19.2:

• (1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

• (2) terminate the appointment of, or change the membership of, the committee; and

• (3) fill vacancies in the committee.

Section 19.5 Committee Meetings

Subject to Section 19.3(1) and unless the board otherwise provides in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Section 19.1 or Section 19.2:

• (1) the committee may meet and adjourn as it thinks proper;

• (2) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

• (3)

• a majority of the members of the committee constitutes a quorum of the committee; and

• (4) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

ARTICLE 20 OFFICERS

Section 20.1 Board May Appoint Officers

The board may, from time to time, appoint such officers, if any, as the board determines and the board may, at any time, terminate any such appointment.

Section 20.2 Functions, Duties and Powers of Officers

The board may, for each officer:

• (1) determine the functions and duties of the officer;

• (2) delegate to the officer any of the powers exercisable by the board on such terms and conditions and with such restrictions as the board thinks fit; and

• (3) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

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Section 20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the BCA. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

Section 20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the board thinks fit and are subject to termination at the pleasure of the board, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

ARTICLE 21 INDEMNIFICATION

Section 21.1 Definitions

In this Article 21:

• (1) " eligible penalty " means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

• (2) " eligible proceeding " means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director, alternate director, of the Company (each, an " eligible party ") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

• (a) is or may be joined as a party; or

• (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

• (3) " expenses " has the meaning set out in the BCA.

Section 21.2 Mandatory Indemnification of Eligible Parties

Subject to the BCA, the Company must indemnify an eligible party and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Section 21.2.

Section 21.3 Permitted Indemnification

Notwithstanding Section 21.2 and subject to any restrictions in the BCA, the Company may indemnify any person including directors, officers, employees, agents and representatives of the Company.

Section 21.4 Non-Compliance with BCA

The failure of a director, alternate director or officer of the Company to comply with the BCA or these Articles or, if applicable, any former Articles, does not invalidate any indemnity to which he or she is entitled under this Article 21.

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Section 21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

• (1) is or was a director, alternate director, officer, employee or agent of the Company;

• (2) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

• (3) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

• (4) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

ARTICLE 22 DIVIDENDS

Section 22.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

Section 22.2 Declaration of Dividends

Subject to the BCA, the board may from time to time declare and authorize payment of such dividends as it may consider appropriate.

Section 22.3 No Notice Required

The board need not give notice to any shareholder of any declaration under Section 22.2.

Section 22.4 Record Date

The board may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the board passes the resolution declaring the dividend.

Section 22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.

Section 22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Section 22.5, the board may settle the difficulty as it deems advisable, and, in particular, may:

• (1)

• set the value for distribution of specific assets;

• (2) determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

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(3) vest any such specific assets in trustees for the persons entitled to the dividend.

Section 22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the board.

Section 22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

Section 22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

Section 22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

Section 22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

Section 22.12 Payment of Dividends

Any dividend or other distribution payable in respect of shares will be paid by cheque or by electronic means or by such other method as the directors may determine. The payment will be made to or to the order of each registered holder of shares in respect of which the payment is to be made. Cheques will be sent to the registered address of the shareholder, unless the shareholder otherwise directs. In the case of joint holders, the payment will be made to the order of all such joint holders and, if applicable, sent to them at the registered address of the joint shareholder who is first named on the central securities register, unless such joint holders otherwise direct. The sending of the cheque or the sending of the payment by electronic means or the sending of the payment by a method determined by the directors in an amount equal to the dividend or other distribution to be paid less any tax that the Company is required to withhold will satisfy and discharge the liability for the payment, unless payment is not made upon presentation, if applicable, or the amount of tax so deducted is not paid to the appropriate taxing authority.

Section 22.13 Capitalization of Retained Earnings or Surplus

Notwithstanding anything contained in these Articles, the board may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

Section 22.14 Unclaimed Dividends

Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Company. The Company shall not be liable to any person in respect of any dividend which is forfeited to the Company or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

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ARTICLE 23 ACCOUNTING RECORDS AND AUDITOR

Section 23.1 Recording of Financial Affairs

The board must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the BCA.

Section 23.2 Inspection of Accounting Records

Unless the board determines otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

Section 23.3 Remuneration of Auditor

The board may set the remuneration of the auditor of the Company.

ARTICLE 24 NOTICES

Section 24.1 Method of Giving Notice

Unless the BCA or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the BCA or these Articles to be sent by or to a person may be sent by any one of the following methods:

• (1) mail addressed to the person at the applicable address for that person as follows:

• (a) for a record mailed to a shareholder, the shareholder's registered address;

• (b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

• (c) in any other case, the mailing address of the intended recipient;

• (2) delivery at the applicable address for that person as follows, addressed to the person:

• (a) for a record delivered to a shareholder, the shareholder's registered address;

• (b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

• (c) in any other case, the delivery address of the intended recipient;

• (3) unless the intended recipient is the auditor of the Company, sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

• (4) unless the intended recipient is the auditor of the Company, sending the record by e-mail to the e-mail address provided by the intended recipient for the sending of that record or records of that class;

• (5) physical delivery to the intended recipient;

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• (6) creating and providing a record posted on or made available through a general accessible electronic source and providing written notice by any of the foregoing methods as to the availability of such record; or

• (7)

• as otherwise permitted by applicable securities legislation.

Section 24.2 Deemed Receipt

A notice, statement, report or other record that is:

• (1) mailed to a person by ordinary mail to the applicable address for that person referred to in Section 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing;

• (2) faxed to a person to the fax number provided by that person referred to in Section 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;

• (3) e-mailed to a person to the e-mail address provided by that person referred to in Section 24.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed; and

• (4) delivered in accordance with Section 24.1(6), is deemed to be received by the person on the day such written notice is sent.

Section 24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Section 24.1 is conclusive evidence of that fact.

Section 24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the joint shareholder first named in the central securities register in respect of the share.

Section 24.5 Notice to Legal Personal Representatives and Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

• (1) mailing the record, addressed to them:

• (a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

• (b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

• (2) if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

Section 24.6 Undelivered Notices

If, on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Section 24.1 and on each of those occasions any such record is returned because the

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shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

ARTICLE 25 SEAL

Section 25.1 Who May Attest Seal

Except as provided in Section 25.2 and Section 25.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

• (1) any two directors;

• (2) any officer, together with any director;

• (3) if the Company only has one director, that director; or

• (4) any one or more directors or officers or persons as may be determined by the board.

Section 25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Section 25.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the board.

Section 25.3 Mechanical Reproduction of Seal

The board may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as the board may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the BCA or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized under Section 25.1 to attest the Company's seal may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

ARTICLE 26 PROHIBITIONS

Section 26.1 Definitions

In this Article 26:

• (1) " security " has the meaning assigned in the Securities Act ;

• (2) " transfer restricted security " means

• (a) a share of the Company;

• (b) a security of the Company convertible into shares of the Company; or

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• (c) any other security of the Company which must be subject to restrictions on transfer in order for the Company to satisfy the requirement for restrictions on transfer under the "private issuer" exemption of Canadian securities legislation or under any other exemption from prospectus or registration requirements of Canadian securities legislation similar in scope and purpose to the "private issuer" exemption.

Section 26.2 Application

Section 26.3 does not apply to the Company if and for so long as it is a public company.

Section 26.3 Consent Required for Transfer of Shares or Transfer Restricted Securities

No share or other transfer restricted security may be sold, transferred or otherwise disposed of without the consent of the board and the board is not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

Dated ________.

SIGNATURE AND FULL NAME OF ONE OF THE DIRECTORS PURSUANT TO S. 302(1)(C) OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Signature: Print Name:

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SCHEDULE F NEW CAPSTONE GOVERNANCE MATTERS

New Capstone Board

• Darren Pylot

• George Brack

• Anne Giardini

• Peter Meredith

• Bob Gallagher

• John MacKenzie

• Allison Baker

New Capstone Senior Management

• Darren Pylot, Executive Chair

• John MacKenzie, Chief Executive Officer

• Cashel Meagher, President, Chief Operating Officer

• Brad Mercer, SVP, Strategic Projects

• Giancarlo Bruno, Head of Chilean operations

F - 1

SCHEDULE G REGISTRATION AND NOMINATION RIGHTS AGREEMENT

See attached.

G - 1

CAPSTONE COPPER CORP.

• and -

ORION FUND JV LIMITED

ORION MINE FINANCE II LP

ORION MINE FINANCE (MASTER) FUND I-A LP

REGISTRATION AND

BOARD NOMINATION RIGHTS AGREEMENT

[ ⚫ ], 2022

THIS AGREEMENT is made as of [ ⚫ ], 2022.

AND:

CAPSTONE COPPER CORP. , a corporation existing under the laws of the Province of British Columbia;

(the “ Company ”)

AND:

ORION FUND JV LIMITED , an exempted company limited by shares incorporated under the laws of Bermuda, and

ORION MINE FINANCE II LP , an exempted limited partnership formed under the laws of Bermuda

ORION MINE FINANCE (MASTER) FUND I-A LP , an exempted limited partnership formed under the laws of Bermuda

(collectively, “ Orion ”)

WHEREAS , pursuant to an arrangement agreement (the “ Arrangement Agreement ”) between Mantos Copper (Bermuda) Limited (“ Mantos ”) and Capstone Mining Corp. (“ Capstone ”) dated November 30, 2021 Mantos has agreed to, among other things, continue under the laws of British Columbia as the Company and acquire all the issued and outstanding shares in the capital of Capstone;

WHEREAS , upon the closing of the transactions contemplated under the Arrangement Agreement, Orion, collectively with its Affiliates, will be the beneficial owner of or exercise control or direction over a total of 222,336,179 common shares in the share capital of the Company; and

WHEREAS the Company and Orion wish to enter into this Agreement in order to, among other things, confer on Orion certain nomination and registration rights in accordance with the terms and subject to the conditions set forth herein;

NOW THEREFORE , the Parties agree as follows:

==> picture [59 x 9] intentionally omitted <==

INTERPRETATION

1.1 Definitions

The following definitions apply to this Agreement:

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“ Affiliates ” has the meaning specified in National Instrument 45-106 – Prospectus and Registration Exemptions .

“ Agreement ” means this registration and board nomination rights agreement, as it may be amended from time to time in accordance with the terms hereof.

“ Arrangement Agreement ” has the meaning ascribed thereto in the recitals.

“ BCBCA ” means the Business Corporations Act (British Columbia), as it may be amended from time to time, as well as any legislation replacing it.

“ Board ” means the board of directors of the Company.

“ Bought Deal ” means an underwriting offering through a bought deal pursuant to which an underwriter agrees to acquire securities of the Company in a bought deal letter prior to the filing of a preliminary Prospectus or supplement thereto, as the case may be.

“ Business Day ” means any day other than Saturday, Sunday and holidays in the Province of British Columbia.

“ Capstone ” has the meaning ascribed thereto in the recitals.

“ Company ” has the meaning ascribed thereto in the recitals.

“ Demand Registration ” has the meaning ascribed thereto in Section 3.1(1).

“ Holder ” means Orion or any of its permitted assigns or transferees pursuant to Section 5.8 which is, at the relevant time, a holder of Registrable Securities.

“ Holder’s Expenses ” has the meaning ascribed thereto in Section 3.5(1).

“ Indemnified Party ” has the meaning ascribed thereto in Section 3.6(3).

“ Indemnifying Party ” has the meaning ascribed thereto in Section 3.6(3).

“ Initiating Holder ” has the meaning ascribed thereto in Section 3.1(1).

“ Mantos ” has the meaning ascribed thereto in the recitals.

“ Nomination ” has the meaning ascribed thereto in Section 2.2(1).

“ Nomination Notice ” has the meaning ascribed thereto in Section 2.2(1).

“ Offering ” means a Private Placement or a Public Offering, as the case may be.

“ Orion ” has the meaning ascribed thereto in the recitals.

“ Orion Nominee ” has the meaning ascribed thereto in Section 2.1(1).

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“ Parties ” means the Company and Orion, as well as their respective successors and assigns.

“ Person ” means a natural or legal person, business corporation, partnership, joint venture, association, syndicate, sole proprietorship, company, trust, trustee, testamentary executor, estate administrator or other assign, bank, trust company, pension fund, commercial trust, governmental authority or other organization, whether or not a legal entity.

“ Piggy-Back Notice ” has the meaning ascribed thereto in Section 3.2(1).

“ Piggy-Back Registration ” has the meaning ascribed thereto in Section 3.2(1).

“ Private Placement ” means a distribution of Shares, equity securities of the Company or securities which are convertible, exercisable or exchangeable into Shares or equity securities of the Company, to subscribers in Canada in reliance on an exemption from the Prospectus Requirements under Securities Laws or in any other jurisdiction outside Canada in such manner that the sale is exempt from requirements which are substantially equivalent to the Prospectus Requirements in the territory in question in accordance with the securities laws of such territory, including a sale in the United States under Rule 144A under the United States Securities Act of 1933 .

“ Prospectus ” means a prospectus or preliminary prospectus, as those terms are defined in the Securities Act, as it may be amended or supplemented.

“ Prospectus Requirements ” means the obligation to prepare a Prospectus and obtain a receipt in connection with a distribution of securities in accordance with the Securities Act, as well as the equivalent obligations prescribed by other Securities Laws.

“ Public Offering ” means any distribution of Shares, equity securities of the Company or securities which are convertible, exercisable or exchangeable into Shares or equity securities of the Company, to the public under a Prospectus in accordance with applicable Securities Laws of the relevant province or territory in Canada.

“ Registrable Securities ” means (a) any Shares beneficially owned or over which control or direction is exercised by a Holder as of the date hereof, and the Shares acquired by or issued to a Holder after the date hereof, and (b) any Shares issued or issuable in respect of Shares referred to in clause (a) above to a Holder in connection with share splits, share dividends, reclassifications, recapitalizations, or other similar events, and such Shares referred to in clauses (a) and (b) shall cease to be Registrable Securities when they (i) have been assigned or transferred other than in accordance with Section 5.8 or (ii) have been distributed to the public pursuant to a Public Offering or sold to the public through a broker, dealer or market maker in compliance with applicable Securities Laws.

“ Responding Holder ” has the meaning ascribed thereto in Section 3.2(1).

“ Securities Act ” means the Securities Act (British Columbia), as it may be amended from time to time, as well as any legislation replacing it.

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“ Securities Laws ” means the Securities Act and any other similar legislation in any other province or territory of Canada in which the Company is or becomes a reporting issuer or the equivalent.

“ Securities Regulators ” has the meaning ascribed thereto in Schedule A.

“ Selling Holder ” has the meaning ascribed thereto in Schedule A.

“ Shareholders ” means, at any relevant time, the registered holders or beneficial owners of one or more Shares.

“ Shares ” means the common shares in the share capital of the Company.

“ Standstill Period ” means that period commencing immediately following the execution and delivery of this Agreement and terminating on the first anniversary of the Effective Date.

“ Subsidiary ” has the meaning ascribed thereto in the Securities Act.

“ Transfer ” includes any direct or indirect sale, transfer, assignment, conveyance, gift, grant of a participation interest or option, right or warrant to purchase, or grant of security or voting interest, or hypothec, mortgage, lien, charge, priority, pledge, encumbrance or other security interest (except that Transfer shall not include granting of a hypothec, mortgage, lien, charge, priority, pledge, encumbrance or security interest to an institutional lender as part of collateral) and “ Transferred ”, “ Transferring ” and similar words have corresponding meanings.

“ TSX ” means the Toronto Stock Exchange.

“ Underwritten Offering ” means the sale of securities of the Company to an underwriter in connection with an Offering.

1.2 Interpretation

For the purposes hereof, unless indicated otherwise or unless the context requires otherwise:

the descriptive headings used herein are inserted solely for convenience of reference and may not be used to interpret, define or limit the scope or meaning of this Agreement or any term hereof;

words in the singular include the plural and vice versa and words in one gender include all genders;

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all monetary amounts herein are denominated in Canadian dollars;

whenever any action to be taken pursuant to this Agreement would otherwise be required to be taken or made on a day that is not a Business Day, such action shall be taken at or before the time indicated on the first Business Day following such day; and

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any reference to a statute shall include all regulations promulgated thereunder, as the same may be amended, re-enacted, consolidated or replaced from time to time, and any successor statute thereto.

1.3 Time of the Essence

Time shall be of the essence in this Agreement.

1.4 Recitals and Schedule

The recitals in this Agreement and the following Schedule form an integral part hereof:

Schedule A - Registration Procedure

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NOMINATION RIGHT

2.1 Board Nomination Right

• (1) Orion shall have the right, according to the terms and subject to the conditions set forth in this Section 2 and the applicable Securities Laws, to nominate up to two individuals (each an “ Orion Nominee ”) to form part of the list of nominees to the Board of Directors of the Company which is included in each proxy circular relating to the election of directors of the Company, provided the following conditions are met for each Orion Nominee, subject to any exception to which the Company has given its written consent:

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• each Orion Nominee shall: (1) qualify under the BCBCA , the rules of the TSX and the articles of incorporation and policies of the Company in effect from time to time, to act as a director thereof; and (2) meet the qualification requirements of the Corporate Governance & Nominating Committee of the Company, acting reasonably and taking into account the profile and expertise required of a director of the Company; and

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• if necessary for the composition of the Board of Directors of the Company to comply with Securities Laws and the rules of the TSX, one Orion Nominee shall be independent under Securities Laws and the rules of the TSX, provided this requirement shall cease to apply if and when the number of Orion Nominees is reduced to one pursuant to Section 2.1(2)

(collectively, the “ Director Eligibility Criteria ”).

• (2) The number of Orion Nominees shall be reduced to one if Orion, collectively with its Affiliates, ceases to beneficially own at least 20% of the issued and outstanding Shares, and the nomination right shall end on the date on which Orion, collectively with its Affiliates, ceases to beneficially own at least 10% of the issued and outstanding Shares.

• (3) The Company agrees that, except with the prior written consent of Orion, the size of the Board shall not be increased above seven directors.

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• (4) The Company shall cause each Orion Nominee to be included among the nominees proposed by the Company for election by shareholders to the Board at each meeting of shareholders at which directors are to be elected. The Company shall use commercially reasonable efforts to cause the election of each Orion Nominee, including soliciting proxies in favour of the election of each Orion Nominee.

• (5) At the request of the Board and in view of the circumstances, upon joining the Board, an Orion Nominee shall sign an agreement pursuant to which such Orion Nominee agrees to resign from the Board upon the occurrence of the circumstances indicated in Section 2.1(2). When Orion, collectively with its Affiliates, ceases to beneficially own at least 20%, and thereafter 10% of the issued and outstanding Shares, for any reason whatsoever, Orion shall notify the Company thereof forthwith.

2.2 Shareholder Meeting

• (1) The Company shall provide Orion with written notice (the " Nomination Notice "), promptly, and in any event, not less than 60 days in advance of the date set for a shareholders' meeting at which directors of the Company are to be elected. The Nomination Notice shall include a request for the identification of any Orion Nominee, and the detailed information required to be included in an information circular with respect to the appointment of any Orion Nominee. Orion shall be required to, not later than 45 days in advance of the date set for a shareholders' meeting of which Orion is notified pursuant to this Section 2.2, provide the Company with written notice (the " Nomination ") of the identity and particulars requested in the Nomination Notice. In the event that a Nomination is not received by the Company at least 45 days prior to date set for a shareholders' meeting at which directors of the Company are to be elected (for any reason other than failure by the Company to provide Orion with the Nomination Notice within the period prescribed by this Section 2.2), then Orion shall be deemed to have nominated any Orion Nominee then serving as a member of the Board.

• (2) For so long as Orion, collectively with its Affiliates, beneficially owns at least 10% of the issued and outstanding Shares, determined as of the date of the Nomination Notice, then the Company hereby agrees, in respect of every meeting of shareholders at which the election of the directors is to be considered, and at every reconvened meeting following an adjournment or postponement thereof, that it shall (i) cause management of the Company to nominate and recommend any Orion Nominees identified in the Company’s proxy materials for election to the Board, so long as such Orion Nominee satisfies the Director Eligibility Criteria, and (ii) vote the Shares in respect of which management is granted a discretionary proxy in favour of the election of any such Orion Nominees to the Board at every such meeting.

• (3) Until the day immediately following the Company’s 2023 annual general meeting, provided the Company has endorsed and recommended the Orion Nominees for election to the Board at every meeting of the shareholders of the Company at which the election of directors to the Board is considered, Orion must:

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• vote its Shares in favour of the election of the Company’s management’s proposed nominees for election to the Board at every such meeting;

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• not effect, conduct or participate in any solicitation of proxies with respect to any securities of the Company (other than any solicitation of proxies conducted by management of the Company) against management’s proposed nominees for election to the Board; and

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• refrain from voting against the Board’s recommendation with respect to other matters brought to a vote of shareholders of the Company, other than in respect of matters relating to any merger, arrangement, amalgamation, acquisition, business combination or share issuances in connection with any of the foregoing, involving the Company or any of its Subsidiaries.

2.3 Designation during the Year

Subject to the conditions set forth in this Article 2, before the first annual meeting of Shareholders following the date of this Agreement, or if the individual recommended as Orion Nominee(s) ceases to be a director of the Company or if there is otherwise a vacancy in respect of a Orion Nominee, Orion may notify the Company of its designations for the Orion Nominees, and the Company shall take all steps that may be necessary to appoint such Orion Nominee(s) to the Board as soon as possible and to the extent that the BCBCA and its articles of incorporation allow for a term ending at the close of the next following annual meeting of Shareholders; provided that until the first annual (or annual and special) shareholders’ meeting of the Company following the date hereof, Orion shall only have the right to appoint one Orion Nominee notwithstanding anything to the contrary set forth in this Agreement, in which case the size of the Board shall be increased to eight directors.

2.4 Indemnification

Each Orion Nominee who is elected to the Board shall be entitled to indemnification on like terms as the other members of the Board and shall have the benefit of the director and officer insurance policy in effect for the Company, if any, from time to time.

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REGISTRATION RIGHTS

3.1

Demand Registration

• (1) Subject to Section 4.1, a Holder of Registrable Securities (the “ Initiating Holder ”) may, at any time and from time to time, provided that at such time such Holder, collectively with its Affiliates, beneficially owns or exercises control or direction over 20% or more of all outstanding Shares (and provided such beneficial ownership or control was obtained without contravening applicable Securities Laws), require the Company to file one or more Prospectuses and take such other steps as may be reasonably necessary to facilitate a secondary offering in Canada, except for the province of Quebec, of all or any portion of the Shares held by such Initiating Holder (the “ Demand Registration ”), by giving written notice of such Demand Registration to the Company. The Company shall, subject to applicable Securities Laws, use its commercially reasonable efforts to file one or more Prospectuses under applicable Securities Laws in order to permit the Offering of all or any portion of the Initiating Holder’s Registrable Securities requested to be included in such

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Demand Registration. The Parties shall cooperate in a timely manner in connection with such secondary offering and the procedures in Schedule “A” shall apply.

• (2) the Company shall not be obliged to effect:

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• more than two Demand Registration by any Holder in any 12-month period;

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• a Demand Registration in the event the Company reasonably determines in good faith that (i) either (A) the effect of the filing of a Prospectus would impede the ability of the Company to consummate a significant transaction (including, without limitation, a financing, an acquisition, a restructuring or a merger), (B) there exists at the time material non-public information relating to the Company the disclosure of which would be detrimental to the Company or the qualification or sale of the Registrable Securities would require premature disclosure of material non-public information, or information which might reasonably be regarded as material non-public information that the Company has a bona fide business purpose for preserving as confidential or (C) if applicable, require the Company to prepare and file new technical reports under NI 43 101 - Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators ; and (ii) that it is therefore in the best interests of the Company to defer the filing of a Prospectus at such time; in which case the Company’s obligations under this Section 3.1 shall: (1) in respect of (A) and (B) of this Section be deferred for a period of not more than 90 days from the date of receipt of the request of an Initiating Holder or (2) in respect of (C) of this Section be deferred until the earlier of (i) the date the Company files new technical reports, which the Company shall use its commercially reasonable efforts to complete as soon as practicable or (ii) the date the Company files its next annual information form pursuant to NI 51-102 – Continuous Disclosure Obligations, provided in each case, however, that (i) the Company shall give written notice to the Holder (x) of its determination to postpone filing of the Prospectus and, subject to compliance by the Company with Securities Laws, of the facts giving rise to the reason for the postponement and (y) of the time at which it determines the reason for postponement to no longer exist and (ii) the Company shall not qualify any securities offered by the Company for its own account during such period;

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• a Demand Registration in respect of a number of Shares less than 10,000,000;

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• a Demand Registration before the 90[th] day following the date on which a receipt was issued to the Company with respect to any Prospectus filed by the Company; or

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• a Demand Registration during a period of management-imposed blackout.

• (3) Any request by the Initiating Holder pursuant to Section 3.1(1) hereof shall a) specify the number of Shares which such Initiating Holder intends to offer and sell, b) express the intention of such Initiating Holder to offer or cause the offering of such Shares, c) describe the nature or methods of the proposed offer and sale thereof and the provinces and territories of Canada in which such offer shall be made, d) contain the undertaking of such

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Initiating Holder to provide all such information regarding its holdings and the proposed manner of distribution thereof as may be required in order to permit the Company to comply with all applicable Securities Laws, and e) specify whether such Offering and sale shall be made by an Underwritten Offering.

• (4) In the case of an Underwritten Offering initiated pursuant to this Section 3.1, the Initiating Holder shall have the right to select the managing underwriter or underwriters of such Registrable Securities, provided, however, that such selection shall also be reasonably satisfactory to the Company. The Company shall be entitled to retain counsel of its choice to assist it in fulfilling its obligations under this Section 3.1.

• (5) The Company shall have the right to include, in any Demand Registration, Shares or other securities which are not Registrable Securities representing up to 15% of the number of Registrable Securities subject to such Demand Registration, provided that, if the managing underwriter or underwriters impose a limitation on the number of Shares or on the number or kind of other securities which may be included in any such Offering because, in its or their reasonable judgment, such Registrable Securities may not be sold in an orderly manner within a price range reasonably acceptable to the Initiating Holder or marketing factors require the limitation of the number of securities which may be included in such Public Offering, such Offering shall be comprised of Shares selected according to the following priority:

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• first, the Registrable Securities offered by the Initiating Holder;

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• second, if there are additional securities which may be underwritten within a price range reasonably acceptable to the Initiating Holder, considering marketing factors, without leading to undue repercussions on the Public Offering of the securities offered after taking into account the inclusion of all the securities required under paragraph a) above, the securities the Company required to be included.

• (6) In the case of an Underwritten Offering, an Initiating Holder may participate in the negotiations of the terms of any underwriting agreement. An Initiating Holder’s participation in, and the Company’s completion of, the Underwritten Offering is conditional upon the Initiating Holder and the Company agreeing that the terms of any underwriting agreement are satisfactory to them, acting reasonably.

3.2 Piggy-Back Registration Rights

• (1) Subject to Section 4.1, if the Company is formally considering making a Public Offering for its own account or if an existing Shareholder proposes to make a Public Offering through a secondary offering, the Company shall, at that time, promptly give the Holders of Registrable Securities written notice of such proposed Offering (the “ Piggy-Back Notice ”). Upon the written request of any Holder of Registrable Securities within five Business Days after receipt of the Piggy-Back Notice, provided that at the time it receives the Piggy-Back Notice such Holder, collectively with its Affiliates, beneficially own or exercises control or direction over at least 20% of the outstanding Shares (the “ Responding Holder ”), the Company shall use reasonable commercial efforts to, in

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conjunction with the proposed Offering, cause to be included in such Offering all of the Shares that such Responding Holders have requested to be included in such Offering pursuant to applicable Securities Laws (the “ Piggy-Back Registration ”). Notwithstanding any provision hereof to the contrary, if the Public Offering is carried out as a Bought Deal, or any other type of Public Offering which does not include a road show, and the Company has formally begun to consider a possible Offering fewer than five Business Days before conducting such Offering, the five Business Days period following receipt of the Piggy-Back Notice described in this Section 3.2 shall not apply and the Company shall give the Holders the most notice possible under the circumstances, considering the promptness with which Bought Deals (or such other Public Offerings) are currently carried out according to usual market practice, and any Holder shall only have such amount of time to notify the Company whether or not it will participate in the Bought Deal or such other Public Offering, failing which the Company shall be free to conduct the Bought Deal or such other Public Offering without the Holder’s participation.

• (2) Notwithstanding Section 3.2(1), if, in connection with a Piggy-Back Registration, the managing underwriter or underwriters impose a limitation on the number of Shares or on the number or kind of other securities which may be included in any such Offering because, in its or their reasonable judgment all of the Shares that the Company proposes to include in such Offering may not be sold in an orderly manner within a price range reasonably acceptable to the Company or marketing factors require the limitation of the number of securities which may be included in such Public Offering, the Company shall be required to include in such Public Offering the part of the Registrable Securities which is determined by such managing underwriters according to the following priority:

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first, the securities offered by the Company on its own behalf;

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• second, if there are additional securities which may be underwritten within a price range reasonably acceptable to the Company, considering marketing factors, without leading to undue repercussions on the Public Offering of the securities offered after taking into account the inclusion of all the securities required under paragraph a) above, the Registrable Securities which the Responding Holders have required to be included, pro rata among such Responding Holders based on the number of Registrable Securities which each Responding Holder owns or over which its exercises control.

3.3 Private Placement

Subject to Section 4.1, the Company shall, in connection with any sale of Registrable Securities through a Private Placement by a Holder, made in compliance with this Agreement, which, collectively with its Affiliates, beneficially owns at least 10% of the outstanding Shares: a) use its commercially reasonable efforts to assist any Holder and its representatives in the preparation of documentation (including any offering memorandum) required in order to effect such exempted sale, and b) subject to the entering into of a confidentiality and standstill agreement on customary terms, allow any prospective buyer of Registrable Securities pursuant to such exempted sale to conduct reasonable due diligence on the Company and, without limiting the generality of the foregoing, make available its senior management and use its commercially

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reasonable efforts to make available its auditors and its legal counsel to answer any questions in one or more due diligence sessions.

3.4 Withdrawal of Registrable Securities

Any Initiating Holder or Responding Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Offering pursuant to Section 3.1 or 3.2 by giving written notice to the Company of its request to withdraw; provided, however, that a) such request must be made in writing prior to the execution of the binding bought deal letter or underwriting agreement with respect to such Offering, or with the consent of the underwriters and without prejudice or losses suffered by the Company, and b) such withdrawal shall be irrevocable and, after making such withdrawal, the Holder of Registrable Securities shall no longer have any right to include its Registrable Securities in the Offering pertaining to which such withdrawal was made. Provided that an Initiating Holder or Responding Holder withdraws all of its Registrable Securities from a Demand Registration or a Piggy-Back Registration in accordance with this Section 3.4 prior to the execution of a binding bought deal letter or underwriting agreement and prior to the filing of a preliminary Prospectus in connection therewith, such Initiating Holder or Responding Holder shall be deemed not to have initiated or participated in such Demand Registration or Piggy-Back Registration, as applicable, including, without limitation, for purposes of determining the number of Demand Registrations that the Company shall be obliged to effect pursuant to paragraph 3.1(2)a).

3.5 Expenses

• (1) All expenses incurred in connection with a Piggy-Back Registration pursuant to Section 3.2 (excluding underwriters’ discounts and commissions allocable to the sale of the Registrable Securities, if any, and applicable transfer taxes relating thereto, if any, and the Holder’s legal and professional fees, all of which will be borne by the Holder (the “ Holder’s Expenses ”)), including: (i) Canadian Securities Regulators, Canadian stock exchange registration listing and filing fees relating to the Shares; (ii) fees and expenses of compliance with applicable Securities Laws; (iii) printing and copying expenses; (iv) messenger and delivery expenses; (v) expenses incurred in connection with any road show and marketing activities; (vi) fees and disbursements of counsel to the Company; (vii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or “comfort” letter) and fees and expenses of any other special experts retained by the Company; and (viii) any other fees and disbursements of underwriters customarily paid by issuers or sellers of securities (but excluding the Holder’s Expenses), will be borne by the Company.

• (2) All expenses incurred in connection with Demand Registration or Private Placement pursuant to Section 3.1 or Section 3.3, as applicable, shall be borne by the Holder, including the Company’s reasonable third party costs, including any legal fees and underwriting fees, discounts and selling commissions allocable to the sale of the Registrable Securities.

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3.6 Indemnification

• (1) In connection with any Demand Registration and Piggy-Back Registration, the Company shall indemnify and hold harmless the Initiating Holder and the Responding Holder, as the case may be, their Affiliates, and each of their respective directors and officers from and against any loss (excluding loss of profits), liability, claim, damage and expense whatsoever, including any amounts paid in settlement of any investigation, litigation, proceeding or claim, joint or solidary, incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or any amendment thereto, covering Registrable Securities, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made, provided that the Company shall not be liable under this Section 3.6(1) for any settlement of any action effected without its written consent, which consent shall not be unreasonably withheld or delayed, and provided further that the indemnity provided for in this Section 3.6(1) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission a) made in reliance upon and in conformity with information furnished in writing to the Company by the Initiating Holder or Responding Holder for use in the Prospectus; or b) contained in any Prospectus if the underwriter in question failed to send or deliver a copy of the Prospectus to the Person asserting such losses, liabilities, claims, damages or expenses on or prior to the delivery of written confirmation of any sale of securities covered thereby to such Person in any case where such Prospectus (as amended or supplemented) corrected such untrue statement or omission. Any amounts remitted by the Company to an Indemnified Party pursuant to this Section 3.6(1) as a result of such losses shall be returned to the Company if it is finally determined by a court in a judgment not subject to appeal or final review that such Indemnified Party was not entitled to indemnification by the Company.

• (2) In connection with any Demand Registration or Piggy-Back Registration, the Initiating Holder or the Responding Holder, as the case may be, on a several (not solidary) basis and with respect to itself only, shall indemnify and hold harmless the Company and each of the Company’s directors and officers from and against any loss (excluding loss of profits), liability, claim, damage and expense whatsoever, including any amounts paid in settlement of any investigation, litigation, proceeding or claim, joint or solidary, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment thereto) covering Registrable Securities, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Prospectus (or any amendment thereto) included in reliance upon and in conformity with information furnished in writing to the Company by the Initiating Holder or the Responding Holder, as the case may be, for use in the Prospectus (or any amendment thereto); provided that the Initiating Holder or the Responding Holder, as the case may be, shall not be liable under this Section 3.6(2) for any settlement of any

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action effected without its written consent, which consent shall not be unreasonably withheld or delayed; provided further that the indemnity provided for in this Section 3.6(2) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission contained in any Prospectus if the Company failed to send or deliver a copy of the Prospectus to the Person asserting such losses, liabilities, claims, damages or expenses on or prior to the delivery of written confirmation of any sale of Securities covered thereby to such Person in any case where such Prospectus (or any amendment or supplement thereto) corrected such untrue statement or omission. Any amounts remitted by the Initiating Holder or the Responding Holder to an Indemnified Party pursuant to this Section 3.6(2) as a result of such losses shall be returned to the Initiating Holder or the Responding Holder, as the case may be, if it is finally determined by such a court in a judgment not subject to appeal or final review that such Indemnified Party was not entitled to indemnification by the Initiating Holder or the Responding Holder, as the case may be.

• (3) Each party entitled to indemnification under this Section 3.6 (the “ Indemnified Party ”) shall give notice to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, but the omission to so notify the Indemnifying Party shall not relieve it from any liability which it may have to the Indemnified Party pursuant to the provisions of this Section 3.5 except to the extent of the actual damages caused by such delay in notification. At its expenses, the Indemnifying Party shall defend such action and retain counsel to be chosen by the Indemnifying Party to be reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to retain its own counsel in any such case, but the legal fees and expenses of such counsel shall be at the expense of the Indemnified Party, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party in connection with the defense of such action, (ii) the Indemnifying Party shall not have employed counsel to take charge of the defense of such action, or (iii) the Indemnified Party shall have reasonably concluded, based on the advice of outside counsel, that representation of the Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (in which cases the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party); provided that the Indemnifying Party shall under no circumstances be required to pay the legal fees and expenses of more than one law firm acting as legal counsel with respect to all the Indemnified Parties in accordance herewith. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

• (4) If a Party which would have been an Indemnified Party pursuant to this Section 3.5 cannot take advantage of the indemnification contemplated therein with respect to any loss, obligation, claim, damage and cost referred to herein, each Party which would have been an Indemnifying Party hereunder shall, rather than indemnifying such Indemnified Party, contribute to the sum paid or payable by the Indemnified Party as a result of such loss,

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obligation, claim, damage and cost in a proportion which reflects the relative fault of each of the Indemnifying Party and the Indemnified Party with respect to the statement or omission which caused such loss, obligation, claim, damage and cost, and according to other relevant fairness considerations. The relative fault is established in particular according to whether the real or alleged statement about a material fact or the real or alleged omission of a material fact relates to information given by the Indemnifying Party or the Indemnified Party as well as according to the relative intention of the Parties and the extent to which they were aware of such information, had access to it and had the opportunity to correct or prevent the statement or omission. The Company, the Initiating Holder and the Responding Holder agree that it would not be fair if the contribution contemplated by this Section 3.6(4) were established by proportionate attribution or another means of attribution which does not take into account the fairness considerations referred to above in this Section 3.6(4).

• (5) Notwithstanding any provision of this Agreement or another agreement, the Initiating Holder and the Responding Holder shall in no event be liable for the indemnification contemplated herein for an amount greater than the net proceeds which either of them, as the case may be, receives in connection with a given Offering of Registrable Securities.

• (6) The Company hereby acknowledges and agrees that with regard to this Section 3.5, each Initiating Holder or Responding Holder undertakes on its own behalf and as mandatary for the other Indemnified Parties the commitments of the Company under this Section 3.5 toward such Indemnified Parties and accepts such mandates and will cause such undertakings to be performed on behalf of such Indemnified Parties.

• (7) Each Initiating Holder or Responding Holder hereby acknowledges and agrees that, with regard to this Section 3.5, the Company undertakes on its own behalf and as mandatary for the other Indemnified Parties the commitments of each Initiating Holder or Responding Holder pursuant to this Section 3.5 toward such Indemnified Parties and accepts such mandates and will cause such undertakings to be performed on behalf of such Indemnified Parties.

3.7 Registration of Shares

Throughout the term hereof, the Company shall make commercially reasonable efforts to maintain its status as a reporting issuer in all Canadian provinces and maintain the listing of the Shares for trading on the TSX (other than in the case of any merger, arrangement or other transaction which is approved by the Board and the shareholders of the Company or takeover bid, in each case leading to the privatization of the Company) and shall file, within the required deadlines, the documents prescribed by applicable Securities Laws and the rules of the TSX.

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ORDERLY DISPOSITION AND STANDSTILL

4.1 Transfer of Shares by Orion

• (1) A Holder may not, except for any Transfer of securities effected pursuant to Section 5.8 or in connection with any actual or threatened enforcement and/or realization of security in respect of any Shares pledged to an institutional lender by such Holder, Transfer:

• (a) during the period commencing on the date hereof until the six month anniversary date of the date hereof, any of the Shares held by the Holder; and

• (b) during the period commencing on the first day following the six month anniversary date of the date hereof and ending on the twelve month anniversary date of the date hereof, greater than, together with all other Holders who are its Affiliates, an aggregate of 20,000,000 Shares.

• (2) Notwithstanding anything contrary to the foregoing, all limitations and restrictions set forth in Section 4.1(1) shall immediately cease to apply to a Holder upon the earlier of (a) the first date on which the Holder, together with all other Holders who are its Affiliates, ceases to hold at least 20% of the issued and outstanding Shares and (b) the twelve month anniversary date of the date hereof.

• (3) For purposes of this Section 4.1 “Share” shall include common shares in the share capital of the Company and (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed, (ii) any securities of the Company or any other Person received by the holders of such shares as a result of any merger, amalgamation, reorganization, arrangement or other similar transaction involving the Company, (iii) any securities of the Company which are received by any one or more Persons as a stock dividend, and (iv) any securities of the Company or any other Person that are convertible into, or exercisable or exchangeable for Shares or any of the forgoing.

4.2 Standstill

During the Standstill Period, the Holder covenants and agrees with the Company that the Holder shall not, nor shall the Holder permit any of its Affiliates to, agree, or advise, assist, encourage, provide information or provide financing to others, or permit its Affiliates to agree, or to advise, assist, encourage, provide information or provide financing to others, to, individually or collectively, directly or indirectly:

• (a) engage in short sales of any of the Shares held by the Holder;

(b) purchase, offer or agree to: (i) purchase or negotiate to purchase any Shares; (ii) acquire a material portion of the assets or property of the Company or its Affiliates; or (ii) to enter into any merger, arrangement, amalgamation or other business combination involving the Company;

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(c) solicit or join in or in any way directly or indirectly participate in a solicitation of proxies from the Company’s shareholders or otherwise attempt to influence the conduct of the Company’s shareholders;

(d) initiate, tender to, vote its Shares in favour of or otherwise support an acquisition transaction for control of the Company that is not recommended by the Board; or

(e) authorize any of or commit to do any of the matters set out in paragraphs (a) through (d), inclusive.

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GENERAL

5.1 Notices

All notices and other communications under this agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by e-mail to the Parties at the following addresses (or at any other address for the Party as is specified in like notice):

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To the Company at:

Capstone Copper Corp. 2100 – 510 West Georgia St. Vancouver, BC V6M 0M3 Attention: Wendy King Email: [Redacted: personal information]

with a copy to:

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Blake, Cassels & Graydon LLP 595 Burrard Street P.O. Box 49314 Suite 2600, Three Bentall Centre Vancouver, BC V7X 1L3 Attention: Bob Wooder Email: [Redacted: personal information] To Orion at:

c/o Orion Resource Partners (USA) LP 1045 Avenue of the Americas, Floor 25 New York, NY 10018 Attention: General Counsel E-mail: [Redacted: personal information]

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with a copy to:

Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, ON M5L 1B9 Attention: Amanda Linett and Daniel Borlack E-mail: [Redacted: personal information]

Any notice or other communication given personally shall be deemed to have been given and received upon delivery unless that day is not a Business Day in which case it shall be deemed to have been given and received upon the immediately following Business Day. Any notice or other communication sent by e-mail shall be deemed to have been given and received when transmission is confirmed unless that day is not a Business Day or the transmission is received after 4:30 p.m. (local time of addressee) in which case it shall be deemed to have been given and received upon the immediately following Business Day.

5.2 Further assurances

The Parties agree to execute and deliver from time to time all further documents and instruments, and to take any action, which the other Party may reasonably require for the purposes of giving effect to this Agreement or to better attest or complete the meaning and intention of this Agreement. The Parties agree that a joint press release, in the form agreed by the Parties, shall be issued by the Parties promptly following the execution hereof, that the declarations required of any Party pursuant to applicable Securities Laws will be filed by them within the prescribed times and that a copy of this Agreement will be filed on SEDAR by the Company within 10 days following the date hereof.

5.3 Entire agreement

The Parties acknowledge that this Agreement constitutes a complete, true and inclusive reproduction of the agreement entered into between them and that it cancels any prior agreement, with the Parties formally waiving their right to rely on any discussions and negotiations which preceded its signing.

5.4 Severability

If any term or other provision of this Agreement is invalid, illegal or unenforceable under any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon any determination that any term or other provision is invalid, illegal or unenforceable, the Parties to this Agreement shall negotiate in good faith to amend this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner such that the transactions contemplated by this Agreement are fulfilled to the fullest extent possible.

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5.5 Amendment and waiver

This Agreement may not be amended or modified, or any provision hereof waived, except by an agreement in writing executed by all the Parties.

5.6 Termination

This Agreement shall come into force and effect as of the date set out on the first page hereof and shall continue in force until the earlier of: a) the date on which this Agreement is terminated by the mutual consent of the Parties; and b) the date on which Orion and its Affiliates cease to beneficially own or control at least 10% of the issued and outstanding Shares, provided that in all cases the provisions of Section 3.5, Section 3.5 and this Article 5 shall survive termination of this Agreement and shall remain in full force and effect.

5.7 Enurement

This Agreement shall be binding upon and enure to the benefit of the Parties to this Agreement and, from time to time, their respective successors and assigns, or permitted assigns, as provided under Section 5.8.

5.8 Assignment and Transfer

• (1) This Agreement and any right, benefit or obligation resulting herefrom may not be assigned by a Party without the prior written consent of the other Parties, provided that a) each Holder (including Orion in its capacity as Initial Holder) may assign this Agreement or the rights, benefits or obligations resulting herefrom to an assignee which is a Wholly-Owned Affiliate without the prior consent of the Company, but only provided such assignee remains a Wholly-Owned Affiliate further to the assignment, and if such assignee ceases to be a Wholly-Owned Affiliate further to the assignment, the assignee shall no longer have any rights hereunder and (b) if Orion assigns all its rights, benefits or obligations resulting herefrom to an assignee which is a Wholly-Owned Affiliate, Orion shall remain bound to perform its obligations and those of such assignee hereunder. Notwithstanding the foregoing, Orion shall not be entitled to assign the nomination right contemplated by Article 2.

• (2) Orion may Transfer all or a portion of the Shares held by Orion to a Wholly-Owned Affiliate by written notice to the Company; provided however, that each such WhollyOwned Affiliate who has not already done so delivers, in a form acceptable to the Company, acting reasonably, a legal, valid, and enforceable document whereby the Wholly-Owned Affiliate agrees to be bound by, and comply with, the terms of the provisions of this Agreement that apply to Orion. However, if the incoming WhollyOwned Affiliate ceases to be a Wholly-Owned Affiliate, such former Wholly-Owned Affiliate must Transfer its Shares, and assign its rights and obligations under the provisions of this Agreement, back to Orion (or another Wholly-Owned Affiliate), at no cost to the Company.

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5.9 Third party beneficiaries

The terms and conditions of this Agreement shall apply only for the benefit of the Parties and their respective successors and permitted assigns, and other than as indicated in Sections 3.6(6) and 3.6(7), the Parties do not intend to confer rights on third party beneficiaries, and this Agreement does not confer any such right on third parties (including on Shareholders other than the Holders) who are not parties to this Agreement.

5.10 Remedies

Each Party acknowledges that its failure to observe or perform its covenants and agreements herein contained shall result in damages to another Party which could not be adequately compensated for by a monetary award and accordingly each Party hereto agrees that in addition to all other remedies available to a party at law or in equity in the event another Party fails to observe or perform its covenants herein, a Party shall be entitled as a matter of right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree of specific performance or otherwise, as may be appropriate to ensure compliance by each Party with this Agreement.

5.11 Governing law

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

5.12 Counterparts

This Agreement may be executed in any number of 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. A signed signature page of this Agreement delivered by a Party electronically shall have the same effect as an original of the signed copy of this Agreement delivered by such Party.

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IN WITNESS WHEREOF , the Parties have signed this Agreement on the date first hereinabove written.

CAPSTONE COPPER CORP.

By:

Name: Title:

ORION FUND JV LIMITED

By:

Name: Title:

ORION MINE FINANCE II LP by its general partner, ORION MINE FINANCE GP II LP by its general partner, ORION MINE FINANCE GP II LIMITED

By:

Name: Title:

ORION MINE FINANCE (MASTER) FUND I-A LP by its general partner, ORION MINE FINANCE GP I-A LIMITED

By:

Name: Title:

Registration and Board Nomination Rights Agreement - Signature page

SCHEDULE A REGISTRATION PROCEDURES

(1) Obligations of the Company

In connection with the Company’s registration obligations with respect to the Demand Registration and the Piggy-Back Registration pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the qualification of the Offering of Registrable Securities of any Holder (the “ Selling Holder ”) and, for such purpose, the Company shall as expeditiously as possible:

prepare and file with the applicable Canadian Securities Regulators (collectively, the “ Securities Regulators ”) a preliminary Prospectus and Prospectus relating to the applicable Demand Registration or Piggy-Back Registration including all exhibits and financial statements required by the Securities Regulators to be filed therewith, and use its commercially reasonable efforts to cause such preliminary Prospectus and Prospectus to be receipted; provided, that the Company shall furnish to each Selling Holder and the managing underwriters, if any, copies of such preliminary Prospectus and Prospectus and any amendments or supplements in the form filed with the Securities Regulators, simultaneously with the filing of such preliminary Prospectus and Prospectus, amendments or supplements;

prepare and file with the Securities Regulators such amendments to the preliminary Prospectus and Prospectus as may be necessary to complete the Offering of all such Registrable Securities and as required under the Securities Act or under any applicable provisions of Securities Laws;

allow the Selling Holders, each of the managing underwriters, if any, and their respective representatives to (i) participate in the preparation of the Prospectus, and (ii) conduct reasonable due diligence on the Company in order to enable such Persons to execute any certificate required to be executed by them under applicable Securities Laws, and, without limiting the generality of the foregoing, make available its senior management and use its commercially reasonable efforts to make available its auditors and its legal counsel to answer any questions in one or more due diligence sessions;

notify the Selling Holders and the managing underwriters, if any, and (if requested) confirm such advice in writing, as soon as practicable after notice thereof is received by the Company (i) when the preliminary Prospectus and Prospectus or any amendment thereto has been filed or been receipted, and to furnish such Selling Holders and managing underwriters with copies thereof; (ii) of any request by the Securities Regulators for amendments to the preliminary Prospectus, the Prospectus or for additional information, (iii) of the issuance by the Securities Regulators of any stop order or cease trade order relating to the Prospectus or any order preventing or suspending the use of any preliminary Prospectus or Prospectus or the initiation or threatening of any proceedings for such purposes; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

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promptly notify the Selling Holders and the managing underwriters, if any, at any time during the Offering period, when the Company becomes aware of the happening of any event as a result of which the preliminary Prospectus or the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement therein (in the case of the preliminary Prospectus or Prospectus in light of the circumstances under which they were made) when such preliminary Prospectus or the Prospectus was delivered not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement the preliminary Prospectus or the Prospectus in order to comply with Securities Laws and, in either case as promptly as practicable thereafter, prepare and file with the Securities Regulators, and furnish without charge to the Selling Holders and the managing underwriters, if any, a supplement or amendment to such preliminary Prospectus or Prospectus which shall correct such statement or omission or effect such compliance;

make every commercially reasonable effort to obtain the withdrawal of any stop order, cease trade order or other order suspending the use of any preliminary Prospectus or Prospectus or suspending any qualification of the Registrable Securities covered by the Prospectus;

furnish to each Selling Holder and each managing underwriter, without charge, one executed copy and as many conformed copies as they may reasonably request, of the Prospectus and any amendment thereto, including financial statements and schedules, all documents incorporated therein by reference, and provide Selling Holders and their counsel with an opportunity to review, and provide comments to the Company on the Prospectus;

deliver to each Selling Holder and the underwriters, if any, without charge, as many copies of the preliminary Prospectus and the Prospectus and any amendment or supplement thereto as such Persons may reasonably request (it being understood that the Company consents to the use of the preliminary Prospectus and the Prospectus or any amendment thereto by each of the Selling Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the preliminary Prospectus and the Prospectus or any amendment or supplement thereto) and such other documents as such Selling Holder may reasonably request in order to facilitate the Offering of the Registrable Securities by such Person;

on or prior to the date on which a receipt is issued for the Prospectus by the applicable Securities Regulators, use its commercially reasonable efforts to qualify the Registrable Securities for offer and sale under the Securities Laws of each province of Canada and cooperate with the Selling Holders, the managing underwriter or agent, if any, and their respective counsel in connection therewith, as any such Person, underwriter or agent reasonably requests in writing provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

in connection with any Underwritten Offering, enter into customary agreements, including an underwriting agreement on normal market terms;

use its commercially reasonable efforts to obtain a customary legal opinion addressed to the Selling Holders and the underwriters, if any, as well as a customary comfort letter from the auditor or auditors of the Company for the financial statements included or incorporated by reference in a Prospectus;

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participate in the marketing efforts, conducted in compliance with Securities Law, which the Selling Holders or the managing underwriters, if any, consider reasonably necessary, such as a road show, meetings with institutional investors and other similar events; and

take any other steps and sign and deliver any other documents which may be reasonably necessary to give full effect to the rights of each Selling Holders pursuant to this Agreement.

(2) Selling Holders’ Obligations

The Company may require each Selling Holder as to which any registration is being effected hereunder to furnish to the Company such information regarding the Offering of such Registrable Securities and such other information relating to such Holder and its ownership of Shares as the Company may from time to time reasonably request in writing. Each such Selling Holders agrees to furnish such information to the Company and to cooperate with the Company as necessary to enable the Company to comply with the provisions of this Agreement. Such Selling Holders shall notify the Company immediately upon the occurrence of any event as a result of which any of the aforesaid Prospectuses includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made.

The Selling Holders shall also, if Securities Laws so require, sign any certificate forming part of a preliminary Prospectus or final Prospectus to be filed with the relevant Securities Regulators.