Capstone Copper Corp. — Merger & Acquisition 2022

Mar 30, 2022

Execution Version

SHARE PURCHASE AGREEMENT dated March 24, 2021.

AMONG:

KOREA CHILE MINING CORPORATION (“ Vendor ”)

-and-

CAPSTONE MINING CORP. (“ Purchaser ”)

-and-

0908113 B.C. LTD. (“ Corporation ”)

RECITALS:

• A. The Vendor is a corporation incorporated under the laws of Yukon.

• B. The Purchaser is a corporation incorporated under the laws of the Province of British Columbia.

• C. The Corporation is a corporation incorporated under the laws of the Province of British Columbia.

• D. The Vendor owns 3,000,000 Class B shares of the Corporation (the “ Shares ”), representing all of the issued and outstanding Class B shares of the Corporation.

• E. The Vendor wishes to sell and the Purchaser wishes to purchase all of the Shares on and subject to the terms and conditions set forth in this Agreement.

• F. The Vendor is a subsidiary of Korea Resources Corporation (“ KORES ”).

FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 INTERPRETATION

1.1 Definitions . In this Agreement, including the Recitals to this Agreement, unless the context otherwise requires:

• (1) “ Adjusted Withholding Amount ” means the Chilean Peso amount required to be withheld under the Applicable Laws of Chilean Tax Authorities from the Initial Payment and the outstanding face value of the Promissory Note, or the First Deferred Cash Consideration, or the Second Deferred Cash Consideration, as applicable, after adjustments for changes in inflation during the withholding period as may be required under the Applicable Laws of Chilean Tax Authorities.

• (2) “ Affiliate ” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to “ control ” another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term “ controlled ” shall have a similar meaning.

• (3) “ Agreement ” means this share purchase agreement, including all Schedules, Appendices and Exhibits to this share purchase agreement, as amended, supplemented, restated and replaced from time to time in accordance with its provisions.

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• (4) “ Applicable Law ” means, with respect to any Person, property, transaction, event or other matter, (a) any foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law or equity, rule, municipal by-law, Order, Tax or other requirement having the force of law, (b) any policy, practice, protocol, standard or guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law (collectively in the foregoing clauses (a) and (b), “ Law ”), in each case relating or applicable to such Person, property, transaction, event or other matter and also includes, where appropriate, any interpretation of Law (or any part thereof) by any Person having jurisdiction over it, or charged with its administration or interpretation.

• (5) “ Arbitral Tribunal ” has the meaning attributed to that term in Section 8.9.

• (6) “ Assignment and Assumption Agreement ” means the assignment and assumption agreement in respect of the Promissory Note, in substantially the form attached hereto as Exhibit A.

• (7) “ Books and Records ” means the Financial Records and all other books, records, files and papers of the Corporation.

• (8) “ Business Day ” means any day, except Saturdays and Sundays, on which banks are generally open for non-automated business in both Vancouver, Canada and Seoul, Korea.

• (9) “ Cash Purchase Price ” has the meaning attributed to that term in Section 2.2(1).

• (10) “ Chilean Tax Authorities ” means Servicio de Impuestos Internos, Tesorería General de la República, Tribunales Tributarios y Aduaneros and such other relevant local Tax Authorities in Chile.

• (11) “ Engagement Letter ” means that certain engagement letter, by and among the Purchaser, KORES and [Redacted: Commercially sensitive information - see section 6.4]

• (12) “ Claim ” means any act, omission or state of facts and any demand, action, investigation, inquiry, suit, proceeding, claim, assessment, judgment or settlement or compromise relating thereto which may give rise to a right of indemnification under this Agreement.

• (13) “ Closing ” means the completion of the purchase and sale of the Shares in accordance with the provisions of this Agreement.

• (14) “ Closing Date ” means the date of this Agreement, or such other date as may be agreed to by the Purchaser and the Vendor in writing.

• (15) “ Closing Time ” means the time of Closing on the Closing Date as determined in accordance with Section 3.1.

• (16)

• “ Confidential Information ” has the meaning attributed to that term in Section 8.1(1).

• (17) “ Contract ” means all pending and executory contracts, agreements, leases, understandings and arrangements (whether oral or written) to which the Corporation is a party or by which the Corporation or any of its respective properties or assets is bound or under which the Corporation has rights or obligations.

• (18)

• “ Corporation ” has the meaning attributed to that term in the Recitals.

• (19) “ Cure Period ” means a period of 10 consecutive calendar days following notice from the Vendor to the Purchaser of a breach or non-performance of Section 2.3.

• (20) “Deferred Cash Consideration” has the meaning attributed to that term in Section 2.2(1)(c).

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• (21) “ Direct Claim ” has the meaning attributed to that term in Section 7.5.

• (22) “ Disputes ” has the meaning attributed to that term in Section 8.9.

• (23) “ Financial Records ” means all books of account and other financial data and information of the Corporation, and includes all such records, data and information stored electronically, digitally or on computer-related media.

• (24) “First Deferred Cash Consideration” has the meaning attributed to that term in Section 2.2(1)(b).

• (25) “ Governmental Authority ” means any domestic or foreign government, whether federal, provincial, state, territorial, local, regional, municipal, or other political jurisdiction, and any agency, authority, instrumentality, court, tribunal, board, commission, bureau, arbitrator, arbitration tribunal or other tribunal, or any quasi-governmental or other entity, body, organization or agency, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government.

• (26) “GST/HST” means all goods and services Tax and harmonized sales Tax imposed under Part IX of the Excise Tax Act (Canada).

• (27) “ ICC ” has the meaning attributed to that term in Section 8.9.

• (28) “ Indemnification Notice ” means written notice by an applicable Indemnified Party to the applicable Indemnifying Party of a Third Party Claim or Direct Claim, as the case may be.

• (29) “ Indemnified Party ” means a Person whom the Vendor or the Purchaser, as the case may be, is required to indemnify under Article 7.

• (30) “ Indemnifying Party ” means, in relation to an Indemnified Party, the Party that is required to indemnify such Indemnified Party under Article 7.

• (31) “KORES” has the meaning attributed to that term in the Recitals.

• (32) “KORES Entities” has the meaning attributed to that term in Section 5.1(2).

• (33) “KORES Valuation” means the value of US$4,000,000 per one percent (1.0%) interest in the Corporation.

• (34) “Legal Proceeding” means any litigation, action, application, suit, investigation, hearing, claim, complaint, deemed complaint, grievance, civil, administrative, regulatory or criminal, arbitration proceeding or other similar proceeding, before or by any Governmental Authority, and includes any appeal or review thereof and any application for leave for appeal or review.

• (35) “Lien” means any lien, mortgage, charge, hypothec, pledge, security interest, prior assignment, option, warrant, lease, sublease, right to possession, encumbrance, Claim, right or restriction which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property (other than, in the case of a Share, any restriction on such Share arising solely under the articles of the Corporation, the Shareholders Agreement or under applicable securities Laws).

• (36) “ Losses ” means any and all loss, liability, obligation, Tax, damage, cost, expense, charge, fine, penalty or assessment (including diminution in value or consequential damages, but only to the extent reasonably foreseeable and directly and proximately caused by the relevant circumstances or events) suffered, incurred, sustained or required to be paid by the Person seeking indemnification (including lawyers’, experts’ and consultants’ fees and expenses), directly resulting from or arising out of any Claim, including the costs and expenses of any action, suit, proceeding, investigation, inquiry, arbitration award, grievance, demand, assessment, judgment, settlement or

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compromise relating thereto, but: (a) excluding any contingent liability until it becomes actual or any lost profits, damages based on a multiple of earnings, or similar financial measure, or special, aggravated, exemplary or punitive damages; (b) reduced by any net Tax benefit and increased to take into account any net Tax cost; and (c) reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any Claim, recovery, settlement or payment by or against any other Persons.

• (37) “Order” means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

• (38) “ Parties ” means a party to this Agreement and any reference to a Party includes its successors and permitted assigns and “ Party ” means any of them.

• (39) “ Person ” is to be broadly interpreted and includes an individual, a corporation, a partnership, a joint venture, a trust, an association, a syndicate, an unincorporated organization, a Governmental Authority, an executor or administrator or other legal or personal representative, or any other juridical entity.

• (40) “ Promissory Note ” means the demand promissory note dated February 16, 2021 issued by the Vendor in favor of the Corporation in the amount of US$32,424,483.67.

• (41) “ Purchase Price ” means the sum of the Cash Purchase Price and the outstanding face value of the Promissory Note.

• (42) “ Purchaser ” has the meaning attributed to that term in the Recitals.

• (43) “ Purchaser Consent ” means any consent, approval, permit, waiver, ruling, exemption or acknowledgement issued to or held by (or to be obtained by) the Purchaser and/or the Corporation from any Person (other than the Vendor) which is provided for or required: (a) in respect of or pursuant to the terms of any Contract to which the Purchaser and/or the Corporation is a party; or (b) under any Applicable Law, in either case in connection with the Purchaser’s acquisition of the Shares from the Vendor on the terms contemplated in this Agreement or which is otherwise necessary to permit the Purchaser to perform its obligations under this Agreement, but does not include a Regulatory Approval.

• (44) “ Purchaser Indemnitees ” means the Purchaser, the Purchaser’s Affiliates, the Corporation and their respective Representatives.

• (45) “Regulatory Approval” means any approval, consent, ruling, authorization, notice, permit, waiver or acknowledgement that may be required from any Person pursuant to Applicable Law or under the terms of any licence or the conditions of any Order in connection with the Transactions or which is otherwise necessary to permit the Parties to perform their obligations under this Agreement.

• (46) “ Representative ” when used with respect to a Person means each director, officer, employee, consultant and other agent, adviser or representative of that Person.

• (47) “ Second Deferred Cash Consideration ” has the meaning attributed to that term in Section 2.2(1)(c).

• (48) “ Shareholders Agreement ” means the Shareholders’ Agreement dated June 17, 2011 among the Vendor, the Purchaser, the Corporation and KORES.

• (49) “ Shares ” has the meaning attributed to that term in the Recitals.

• (50) “ Tax Act ” or any reference to a specific provision thereof means the Income Tax Act (Canada) and legislation of any legislature of any province or territory of Canada and any regulations thereunder in force of like or similar effect.

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• (51) “ Tax Authority ” means any Governmental Authority that is responsible for the imposition of any Tax or is charged with the collection of such Tax.

• (52) “ Taxes ” means, with respect to any Person, all supranational, national, federal, provincial, state, local or other taxes, including income taxes, branch taxes, profits taxes, capital gains taxes, property taxes, capital taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, employer health taxes, government pension plan premiums and contributions, social security premiums, workers’ compensation premiums, employment/unemployment insurance or compensation premiums and contributions, premium taxes, alternative or add-on minimum axes, GST/HST, customs duties or other taxes of any kind whatsoever imposed or charged by any Governmental Authority and any instalments in respect thereof, together with any tax indemnity obligation, interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties, and whether disputed or not, and “ Tax ” means any one of such Taxes

• (53) “ Termination Agreement ” means the termination agreement with respect to any rights and obligations of the Parties under the Shareholders Agreement, in substantially the form attached hereto as Exhibit B.

• (54)

• “ Third Party Claim ” has the meaning attributed to that term in Section 7.5.

• (55) “ Transactions ” means the purchase and sale of the Shares and all other transactions contemplated by this Agreement.

• (56)

• “ Transmission ” has the meaning attributed to that term in Section 8.10.

• (57) “ Upfront Cash Consideration ” means the aggregate upfront cash consideration paid at the closing of a transaction (excluding, for greater certainty, deferred, contingent or other similar consideration not paid upfront at the closing of such transaction).

• (58)

• “ Vendor ” has the meaning attributed to that term in the Recitals.

• (59) “ Vendor Consent ” means any consent, approval, permit, waiver, ruling, exemption or acknowledgement issued to or held by (or to be obtained by) the Vendor from any Person (other than the Purchaser or the Corporation) which is provided for or required: (a) in respect of or pursuant to the terms of any Contract to which the Vendor is a party; or (b) under any Applicable Law, in either case in connection with the Vendor’s sale of the Shares to the Purchaser on the terms contemplated in this Agreement or which is otherwise necessary to permit the Vendor to perform its obligations under this Agreement, but does not include a Regulatory Approval.

• (60) “ Vendor Indemnitees ” means the Vendor, the Vendor’s Affiliates (including, for greater certainty, KORES), and its and their respective Representatives.

• (61) “ Withheld Amount ” means the U.S. dollar amount withheld from the Initial Payment and the outstanding face value of the Promissory Note, or the First Deferred Cash Consideration, or the Second Deferred Cash Consideration, as applicable, plus such additional amounts as may be directed by Vendor (or by KORES on behalf of Vendor) from time to time to account for changes in inflation during the relevant withholding period as may be required under the Applicable Laws of Chilean Tax Authorities.

1.2 Construction . This Agreement has been negotiated by each Party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party does not apply to the construction or interpretation of this Agreement.

1.3 Certain Rules of Interpretation . In this Agreement:

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• (a) the division into Articles and Sections and the insertion of headings and the Table of Contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement;

• (b) the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to any particular portion of this Agreement; and

• (c) unless specified otherwise or the context otherwise requires:

• (i) references to any Article, Section or Schedule are references to the Article or Section of, or Schedule to, this Agreement;

• (ii) “including” or “includes” means “including (or includes) but is not limited to” and is not to be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it;

• (iii) “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”;

• (iv) references to Contracts are deemed to include all present amendments, supplements, restatements and replacements to those Contracts;

• (v) references to any legislation, statutory instrument or regulation or a section thereof are references to the legislation, statutory instrument, regulation or section as amended, re-enacted, consolidated or replaced from time to time; and

• (vi) words in the singular include the plural and vice-versa and words in one gender include all genders.

1.4 Knowledge . In this Agreement, any reference to the knowledge of a Party, matters known to the Party or of which the Party is aware, shall mean such knowledge as is actually known, after having made due inquiry, to (1) the directors, officers and employees of the Vendor, in the case of the Vendor, and (2) the directors, officers and employees of the Purchaser or the Corporation, in the case of the Purchaser.

1.5 Currency. Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of the United States of America and “$” and “U.S. dollar” refers to United States dollars.

ARTICLE 2 PURCHASE AND SALE OF PURCHASED SHARES

2.1 Agreement to Purchase and Sell . Subject to the terms and conditions of this Agreement, at the Closing Time, the Vendor shall sell to the Purchaser and the Purchaser shall purchase from the Vendor all of the Shares, free and clear of all Liens.

2.2 Purchase Price .

• (1) Subject to the terms and conditions of this Agreement, the aggregate cash purchase price (the “ Cash Purchase Price ”) to be paid by the Purchaser to the Vendor for the Shares is US$120,000,000, payable in cash (by wire transfer of immediately available funds) as follows:

• (a) US$30,000,000 on the Closing Date (the “ Initial Payment ”); and

• (b) US$45,000,000 on the first Business Day that is 18 months following the Closing Date (the “ First Deferred Cash Consideration ”); and

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• (c) US$45,000,000 on the first Business Day that is 48 months following the Closing Date (the “ Second Deferred Cash Consideration ” and, together with the First Deferred Cash Consideration, the “ Deferred Cash Consideration ”).

• (2) Pursuant to the Assignment and Assumption Agreement, the Promissory Note held by the Vendor shall be assigned to the Purchaser at Closing and the Vendor shall be released and discharged from its obligations thereunder.

• (3) Subject to Section 2.2(4), if at any time during a period of eighteen (18) month from the Closing Date, the Purchaser, in any one transaction or a series of related transactions (whether by any merger of the Corporation with a third party or otherwise) (i) sells, transfers or disposes of more than 50% of the equity securities of the Corporation at the value equal to, or in excess of, the KORES Valuation, for Upfront Cash Consideration to the Purchaser in excess of the sum of the First Deferred Cash Consideration and Second Deferred Cash Consideration or (ii) effects a sale of all or substantially all of the assets of the Corporation for an aggregate cash consideration to the Purchaser in excess of US$400,000,000 and Upfront Cash Consideration to the Purchaser in excess of the sum of the First Deferred Cash Consideration and Second Deferred Cash Consideration, the Purchaser shall reasonably promptly (and in no event later than two (2) Business Days following the closing of such sale, transfer or disposal) provide notice thereof to the Vendor, and the Second Deferred Cash Consideration shall be accelerated and become due and payable by the Purchaser to the Vendor on the first Business Day that is 18 months following the Closing Date, concurrently with the payment of the First Deferred Cash Consideration.

• (4) Section 2.2(3) shall not apply in the case of (i) a reorganization or other transaction or series of transactions solely between the Purchaser and its Affiliates or (ii) in connection with a bona fide third party tender offer, take-over bid, insider bid, issuer bid, merger, arrangement, amalgamation, business combination, consolidation or other similar transaction in respect of the Purchaser.

2.3 Payment of Purchase Price . The Purchaser shall pay and satisfy the Purchase Price by the assumption of the Promissory Note, pursuant to the Assignment and Assumption Agreement, and the payment of the Cash Purchase Price. The Purchaser shall pay and satisfy the Cash Purchase Price by payments, on the dates and pursuant to the procedures specified in Section 2.2(1), by wire transfer of immediately available funds to the bank account designated by the Vendor in writing, of the aggregate amounts constituting the Cash Purchase Price (and interest, if any). The Vendor hereby designates the following bank account for payment of the Cash Purchase Price (which bank account information may be revised by the Vendor (or by KORES on behalf of the Vendor) upon written notice thereof to the Purchaser):

[Redacted: Bank Account Information]

2.4 Default of Deferred Cash Consideration Payment Obligation .

• (1) In the event that any payment of the Deferred Cash Consideration has not been remitted in full to the Vendor in accordance with the provisions of and the payment schedule set forth in Section 2.2, any amount so payable shall accrue from (and including) the relevant payment date of such Deferred Cash Consideration to (but excluding) the date such payment has been made, interest at a rate per annum equal to six percent (6.0%) on such unpaid amount (where such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed, with compounding).

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• (2) Each of the Parties acknowledges that the agreements contained in this Section 2.4 are an integral part of the Transactions, and that without these agreements the Vendor would not enter into this Agreement, and that the interest rate set out in this Section 2.4 represents liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the Vendor will suffer or incur failure to make timely payments of the Deferred Cash Consideration, and is not a penalty. The Purchaser irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive.

ARTICLE 3 CLOSING ARRANGEMENTS

3.1 Closing . Subject to the satisfaction or waiver by the applicable Party of the conditions set out in Article 4, the Parties shall hold the Closing on the Closing Date, at such time as agreed to by the Vendor and the Purchaser in writing and at the offices of Blake, Cassels & Graydon LLP in Vancouver, British Columbia or at such other place as agreed to by the Vendor and the Purchaser (including, if agreed by the Parties, remotely via electronic exchange of documents and signatures).

3.2 Vendor’s Closing Deliveries . At Closing, unless waived in accordance with Section 4.1, the Vendor shall deliver or cause to be delivered to the Purchaser all certificates, agreements, documents and instruments as required under Section 4.1(1)(a).

3.3 Purchaser’s Closing Deliveries . At Closing, unless waived in accordance with Section 4.2, the Purchaser shall deliver or cause to be delivered to the Vendor all payments, certificates, agreements, documents and instruments as required under Section 4.2(1)(a).

3.4 Tax Withholding Matters.

• (1) Notwithstanding anything herein to the contrary, the Purchaser (or, after the Closing Date, the Corporation) shall be entitled to, from time to time and in accordance with Applicable Law, deduct and withhold from the consideration otherwise payable pursuant to this Agreement, including but not limited to the sum of the Cash Purchase Price and the outstanding face value of the Promissory Note, to any Person, including but not limited to the Vendor or its permitted assigns, such amounts as the Purchaser reasonably determines in good faith are required to be deducted and withheld from such Person with respect to the making of such payment under Applicable Law, and the Parties acknowledge and agree such amounts are expected to be the amounts set out on Schedule A; provided, that the Purchaser shall provide the Vendor with a reasonable opportunity in advance to review and comment on the relevant filings and reports to the applicable Tax Authorities in respect of any such amounts deducted or withheld. To the extent that amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

• (2) The Parties agree that: (i) the Withheld Amount shall be held in U.S. dollars in an interest-bearing bank account (the “ KORES Return Amount ”) and the Purchaser shall disclose to the Vendor the applicable interest rate (which may vary from time to time) ; (ii) the method of remittance of any withholding Taxes in respect of the Transactions by Purchaser to the Chilean Tax Authorities (if applicable) shall be made at the direction of the Vendor (or by KORES on behalf of the Vendor) either (x) within the first 12 days of the calendar month following the month in which any payment of the Purchase Price was made or (y) by April 30 of the following year; (iii) in event of a decision or notice by the applicable Chilean Tax Authority that the Purchaser is not required to withhold any Taxes in respect of all or any portion of the Purchase Price and the Purchaser has reviewed that decision and is satisfied they do not have a legal obligation to remit the Withholding Amount or part thereof, the Purchaser shall promptly pay the KORES Return Amount by wire transfer of immediately available funds in U.S. dollars to a bank account designated by the Vendor (or by KORES on behalf of the Vendor); and (iv) the remitted Taxes payable to the Chilean Tax Authorities shall be paid using the KORES Return Amount (subject to such deductions or additions thereto pursuant to Sections 3.4(3) and 3.4(4) as applicable), converted from U.S. dollars to Chilean Pesos using the Central Bank of Chile’s official rate (“dolar observado”) published on the date of any

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payment of the Initial Payment, the First Deferred Cash Consideration and the Second Deferred Cash Consideration, as applicable.

• (3) If the KORES Return Amount (converted from U.S. dollars to Chilean Pesos using the Central Bank of Chile’s official rate (“dolar observado”) published on the date of FX conversion as directed by the Vendor (or by KORES on behalf of the Vendor) at least ten (10) Business Days in advance of the date for remittance of the applicable withholding Tax as determined in accordance with Section 3.4(2)) exceeds the Adjusted Withholding Amount immediately prior to the proposed time of such Tax remittance, then any amount that is in excess of the Adjusted Withholding Amount shall be transferred (in U.S. dollars) to Vendor at the time Purchaser is required to release the Adjusted Withholding Amount to the Chilean Tax Authorities.

• (4) If the KORES Return Amount (converted from U.S. dollars to Chilean Pesos using the Central Bank of Chile’s official rate (“dolar observado”) published on the date of FX conversion as directed by the Vendor (or by KORES on behalf of the Vendor) at least ten (10) Business Days in advance of the date for remittance of the applicable withholding Tax as determined in accordance with Section 3.4(2)) is less than the Adjusted Withholding Amount immediately prior to the proposed time of such Tax remittance, then Vendor shall promptly pay to Purchaser (in Chilean Pesos or the equivalent U.S. dollar amount at such time) any amount that is the difference between the Adjusted Withholding Amount and such Chilean Peso-converted amount of the KORES Return Amount prior to Purchaser’s requirement to release the Adjusted Withholding Amount to the Chilean Tax Authorities.

• (5) Each Party shall comply with all reporting, filing and payment obligations relating to the Transactions in respect of the Chilean Tax Authorities.

• (6) The Vendor acknowledges and agrees that the Vendor will not hold the Purchaser responsible for Losses incurred by the Vendor as a result of, or in connection with, Tax reporting, filing or payments made by the Purchaser in accordance with this Agreement and Applicable Law. The Purchaser acknowledges and agrees that the Purchaser will not hold the Vendor responsible for Losses incurred by the Purchaser as a result of, or in connection with, the Purchaser’s failure to file or make any Tax report, filing or payments made by the Purchaser in accordance with this Agreement and Applicable Law, unless such failure is due to a delay in direction, or otherwise caused, by Vendor.

ARTICLE 4 CONDITIONS OF CLOSING

4.1 Conditions for the Benefit of the Purchaser .

• (1) The Purchaser shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date:

• (a) the Vendor has caused to be delivered to the Purchaser the following:

  • (i) certificates representing the Shares, accompanied by stock transfer powers duly executed in blank or duly executed instruments of transfer;

  • (ii) a counterpart from each of Gwon-yong Shim and SeungWan Shon to the board of directors resolutions of the Corporation consenting to the transfer of the Shares from the Vendor to the Purchaser as contemplated by this Agreement and authorizing the execution, delivery and performance of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Corporation;

  • (iii) resignations and releases of Gwon-yong Shim and SeungWan Shon as directors of the Corporation;

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  • (iv) a counterpart to the Termination Agreement from each of the Vendor and KORES; and

  • (v) a counterpart to the Assignment and Assumption Agreement.

• (b) the representations and warranties of the Vendor contained in Section 5.1 shall be true and correct on the Closing Date.

• (2) Each of the conditions set out in Section 4.1(1) is for the exclusive benefit of the Purchaser and the Purchaser may waive compliance with any such condition in whole or in part by notice in writing to the Vendor, except that no such waiver operates as a waiver of any other condition.

4.2 Conditions for the Benefit of the Vendor .

• (1) The Vendor shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date:

• (a) the Purchaser has caused to be delivered to the Vendor the following:

  • (i) payment of the Cash Purchase Price pursuant to Section 2.3;

  • (ii) a counterpart to the Termination Agreement from each of the Purchaser and the Corporation;

  • (iii) a counterpart to the Assignment and Assumption Agreement; and

  • (iv) a counterpart to the resignations and mutual releases of Gwon-yong Shim and SeungWan Shon as directors of the Corporation.

• (b) the representations and warranties of the Purchaser contained in Section 5.2 shall be true and correct on the Closing Date.

• (2) Each of the conditions set out in Section 4.2(1) is for the exclusive benefit of the Vendor and the Vendor may waive compliance with any such condition in whole or in part by notice in writing to the Purchaser, except that no such waiver operates as a waiver of any other condition.

• 4.3 Termination Events . Subject to Section 4.4, this Agreement may be terminated as follows:

• (a) by the Purchaser, by notice given prior to Closing, if any condition in Section 4.1 is not satisfied by or on the Closing Date or if the satisfaction of any condition by the Closing Date is or becomes impossible (other than through the failure of the Purchaser to comply with its obligations under this Agreement), and the Purchaser has not waived that condition on or before the Closing Date;

• (b) by the Vendor:

  • (i) by notice given prior to Closing, if any condition in Section 4.2 has not been satisfied as of the Closing Date or if the satisfaction of any condition by the Closing Date is or becomes impossible (other than through the failure of the Vendor to comply with its obligations under this Agreement), and the Vendor has not waived that condition on or before the Closing Date; or

  • (ii) by notice given following the Cure Period in respect of a date specified in Section 2.2(1)(b) or Section 2.2(1)(c), as applicable, if the Purchaser did not cause to be delivered to the Vendor payment of the Cash Purchase Price pursuant to Section 2.3 and such default continues unremedied following the applicable Cure Period; or

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• (c) by mutual consent of the Purchaser and the Vendor.

4.4 Effect of Termination . Each Party’s right of termination under Section 4.3 is in addition to any other rights it may have under this Agreement or otherwise, whether at law, in equity or otherwise, and the exercise of that right of termination is not an election of remedies. If this Agreement is terminated pursuant to Section 4.3, all obligations of the Parties under this Agreement will terminate except that the obligations contained in this Section 4.4 and in Article 8 will survive, provided that (x) if this Agreement is terminated pursuant to Section 4.3(a) or 4.3(b), the terminating Party’s right to pursue all legal remedies will survive that termination unimpaired, and (y) if this Agreement is terminated pursuant to Section 4.3(b)(ii), without limiting the generality of the foregoing, the Purchaser’s obligation to pay the Cash Purchase Price (and the applicable interest) in full to the Vendor under Sections 2.3 and 2.4 shall survive any such termination.

4.5 Waiver of Conditions of Closing . If any of the conditions set forth in Section 4.1 has not been satisfied, the Purchaser may elect in writing to waive the condition and proceed with the completion of the Transactions and, if any of the conditions in Section 4.2 has not been satisfied, the Vendor may elect in writing to waive the condition and proceed with the completion of the Transactions. Any such waiver and election by the Purchaser or the Vendor, as the case may be, will only serve as a waiver of the specific closing condition and the other Party will have no liability with respect to the specific waived condition.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Vendor . The Vendor represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on these representations and warranties in connection with its purchase of the Shares:

• (1) Organization and Corporate Power. The Vendor is a corporation duly formed and organized, and is validly subsisting, under the laws of its jurisdiction of formation. The Vendor has all necessary corporate power, authority and capacity to execute and deliver this Agreement and all other agreements and instruments to be executed by it as contemplated herein and to perform its other obligations hereunder and under all such other agreements and instruments, including to own and dispose of the Shares to the Purchaser.

• (2) Authorization. All necessary corporate action has been taken by or on the part of the Vendor and KORES (together, the “ KORES Entities ” and each, a “ KORES Entity ”) and, if required, their respective shareholders, to authorize the Vendor’s execution and delivery of this Agreement and the contracts, agreements and instruments required by this Agreement to be delivered by it and the performance of its obligations hereunder and thereunder.

• (3) Enforceability. This Agreement has been duly executed and delivered by the Vendor and (assuming due execution and delivery by the other Parties) is a legal, valid and binding obligation of the Vendor enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the contracts, agreements and instruments required by this Agreement to be delivered by the Vendor will, at the Closing, have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will be enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

• (4) Ownership of Shares. The Vendor is the registered and beneficial holder of the Shares with good and marketable title thereto, free and clear of all Liens. No Person other than the Purchaser has, or has any right capable of becoming, any agreement, option, right or privilege for the purchase or other acquisition from the Vendor of any of the Shares. The Vendor has the power and authority to sell, transfer, assign and deliver the Shares as provided in this Agreement, and such delivery

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will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

• (5) Absence of Conflict. The execution, delivery and performance by the Vendor of this Agreement and the completion of the Transactions will not (whether after the passage of time or notice or both) result in:

• (a) a material breach or violation of any of the provisions of, or constitute a material default under, or conflict in any material respect with any obligations of:

  • (i) either KORES Entity under any judgment, decree, Order or award of any Governmental Authority having jurisdiction over either KORES Entity;

  • (ii) the Vendor under any Vendor Consent issued to the Vendor or held by the Vendor for the benefit of or necessary to the Vendor’s ownership of the Shares;

  • (iii) either KORES Entity under any material contract to which either KORES Entity is a party or by which it, or any of its respective property or assets, are bound; or

  • (iv) any Applicable Law;

• (b) the creation or imposition of any Liens over any of the Shares; or

• (c) the requirement for either KORES Entity to seek any Vendor Consent from any Person or any Regulatory Approval in respect of the Transaction.

• (6) Bankruptcy, Insolvency and Reorganization. Neither KORES Entity has made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. Neither KORES Entity has initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of either KORES Entity or any of their respective property or assets and no execution or distress has been levied upon any of their respective property or assets. No act or proceeding has been taken or authorized by or against either KORES Entity with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, the Vendor nor have any such proceedings been authorized by any other Person.

• (7) Residence. The Vendor is not a non-resident of Canada for purposes of the Tax Act.

5.2 Representations and Warranties of the Purchaser . The Purchaser represents and warrants to the Vendor as follows and acknowledges that the Vendor is relying on these representations and warranties in connection with the sale by that Vendor of its Shares:

• (1) Organization and Corporate Power. The Purchaser is a corporation duly incorporated and organized, and is validly subsisting, under the laws of the Province of British Columbia. The Purchaser has all necessary corporate power, authority and capacity to execute and deliver this Agreement and all other agreements and instruments to be executed by the Purchaser as contemplated herein and to perform its other obligations hereunder and under all such other agreements and instruments, including to acquire the Shares from the Vendor.

• (2) Authorization. All necessary corporate action has been taken by or on the part of the Purchaser and, if required, its shareholders to authorize its execution and delivery of this Agreement and the contracts, agreements and instruments required by this Agreement to be delivered by it and the performance of its obligations hereunder and thereunder.

• (3) Enforceability. This Agreement has been duly executed and delivered by the Purchaser and (assuming due execution and delivery by the other Parties) is a legal, valid and binding obligation

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of the Purchaser enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the contracts, agreements and instruments required by this Agreement to be delivered by the Purchaser will, at the Closing, have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will be enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

• (4) Absence of Conflict. The execution, delivery and performance by the Purchaser of this Agreement and the completion of the Transactions will not (whether after the passage of time or notice or both) result in:

• (a) a material breach or violation of any of the provisions of, or constitute a material default under, or conflict with any of the Purchaser’s obligations under:

  • (i) any judgment, decree, Order or award of any Governmental Authority having jurisdiction over the Purchaser;

  • (ii) any Purchaser Consent issued to the Purchaser or held by the Purchaser for the benefit of or necessary to the ownership of any of the Shares;

  • (iii) any material contract to which the Purchaser is a party or by which it, or any of its property or assets, are bound; or

  • (iv) any Applicable Law; or

• (b) the requirement for the Purchaser to seek any Purchaser Consent from any Person or any Regulatory Approval in respect of the Transaction.

• (5) Bankruptcy, Insolvency and Reorganization. The Purchaser has not made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. The Purchaser has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of the Purchaser or any of its property or assets and no execution or distress has been levied upon any of its property or assets. No act or proceeding has been taken or authorized by or against the Purchaser with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, the Purchaser nor have any such proceedings been authorized by any other Person.

• (6) Sufficiency of Funds. The Purchaser has, on the date hereof, the financial capability and sufficient cash on hand to make the Initial Payment in accordance with Section 2.3 on the terms and subject to the conditions set forth herein. The Purchaser affirms that it is not a condition to Closing or to any of its obligations under this Agreement that Purchaser obtain financing for the Transactions.

5.3 Survival of Representations, Warranties and Covenants of the Vendor. The representations and warranties of the Vendor in Section 5.1 shall survive the Closing for a period of 48 months after the Closing Date and, to the extent that they have not been fully performed or waived at or prior to the Closing Time, the covenants and other obligations of the Vendor, in each case contained in this Agreement and in any contract, agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement, survive Closing and continue in full force and effect indefinitely for the benefit of the Purchaser notwithstanding the Closing.

5.4 Survival of the Representations, Warranties and Covenants of the Purchaser . The representations and warranties of the Purchaser in Section 5.2 shall survive the Closing for a period of 48 months after the Closing Date and, to the extent that they have not been fully performed or waived at or

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prior to Closing, the covenants and other obligations of the Purchaser contained in this Agreement and in any contract, agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement, survive Closing and continue in full force and effect indefinitely for the benefit of the Vendor notwithstanding the Closing.

5.5 Certain Acknowledgements by Purchaser . The Purchaser understands, acknowledges, covenants and agrees (on behalf of itself and its Affiliates and its and their respective Representatives) that the Vendor expressly disclaims, and that the Purchaser and its Affiliates and its and their respective Representatives have not relied upon, are not relying upon and will not rely upon, any other representations and warranties of any kind or nature, express or implied, including with respect to any information or documents in relation to the Shares or the Corporation, other than those set forth in Section 5.1.

5.6 Certain Acknowledgements by Vendor. The Vendor understands, acknowledges, covenants and agrees (on behalf of itself and its Affiliates and its and their respective Representatives) that the Purchaser expressly disclaims, and that the Vendor and its Affiliates and its and their respective Representatives have not relied upon, are not relying upon and will not rely upon, any other representations and warranties of any kind or nature, express or implied, other than those set forth in Section 5.2.

ARTICLE 6 COVENANTS

6.1 Release by the Vendor (as the Selling Shareholder) . Conditional upon the occurrence of the Closing and with effect concurrently therewith, the Vendor hereby releases and forever discharges each of the Purchaser and the Corporation from any and all actions, causes of action, claims, demands, covenants, obligations, contracts, liabilities, costs and damages, whether absolute or contingent and of any nature whatsoever, at law or in equity, past, present or future, which the Vendor, as a shareholder of the Corporation, now has or ever had or hereafter may have, against the Purchaser or the Corporation by reason of or in any way arising out of any cause, matter or thing whatsoever up to and inclusive of the date of this release and, including by reason of or in any way arising pursuant to the Shareholders Agreement or out of any claim for indebtedness of the Purchaser or the Corporation to the Vendor, participation in profits or earnings, dividends or other remuneration. Conditional upon the occurrence of the Closing and with effect concurrently therewith, the Vendor agrees not to make any claim, complaint or take any proceeding, including third party proceedings or cross-claims, against any Person with respect to any matters that have arisen between the Vendor, on the one hand, and the Purchaser or the Corporation, on the other hand, up to and inclusive of the Closing Date on which any claim could arise against the Purchaser or the Corporation for contribution or indemnity or other relief, in respect of causes, matters or things which are released or forever discharged by the Vendor in this Section 6.1. Notwithstanding any of the foregoing, this release will not in any manner affect any actions, causes of actions, Claims, demands and damages to which the Vendor is entitled pursuant to this Agreement or which involve fraud, gross negligence or wilful misconduct of the Purchaser or the Corporation. The Vendor covenants, warrants and represents that it has not assigned to any Person any of the actions, causes of action, claims, suits, executions or demands which it is releasing in this Section 6.1.

6.2 Release by Corporation and the Purchaser (as the Controlling Shareholder). Conditional upon the occurrence of the Closing and with effect concurrently therewith, each of the Purchaser and the Corporation hereby releases and forever discharges the Vendor from any and all actions, causes of action, claims, demands, covenants, obligations, contracts, liabilities, costs and damages, whether absolute or contingent and of any nature whatsoever, at law or in equity, past, present or future, which the Purchaser, as a shareholder of the Corporation, and/or the Corporation, now has or ever had or hereafter may have, against the Vendor by reason of or in any way arising out of any cause, matter or thing whatsoever up to and inclusive of the date of this release and, including by reason of or in any way arising pursuant to the Shareholders Agreement or out of any claim for indebtedness of the Vendor to the Purchaser or the Corporation, participation in profits or earnings, dividends or other remuneration. Conditional upon the occurrence of the Closing and with effect concurrently therewith, each of the Purchaser and the Corporation agrees not to make any claim, complaint or take any proceeding, including third party proceedings or crossclaims, against any Person with respect to any matters that have arisen between the Purchaser and/or the Corporation, on the one hand, and the Vendor, on the other hand, up to and inclusive of the Closing Date

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on which any claim could arise against the Vendor for contribution or indemnity or other relief, in respect of causes, matters or things which are released or forever discharged by the Purchaser and the Corporation in this Section 6.2. Notwithstanding any of the foregoing, this release will not in any manner affect any actions, causes of actions, Claims, demands and damages to which the Purchaser and/or the Corporation are entitled pursuant to this Agreement or which involve fraud, gross negligence or wilful misconduct of the Vendor. Each of the Purchaser and the Corporation covenants, warrants and represents that it has not assigned to any Person any of the actions, causes of action, claims, suits, executions or demands which it is releasing in this Section 6.2.

6.3 Cooperation on Tax Matters. Without limiting the generality of Section 3.4, each of the Parties agrees to furnish, or cause to be furnished, to the other Parties, upon its reasonable request and as promptly as practicable, such information and assistance relating to the Corporation, the Shares and/or the Transactions as is reasonably necessary for the filing of any Tax or information returns, statements (including withholding tax statements), payment receipts, reports and forms by a Party and/or its Affiliates to the relevant Governmental Authorities and the preparation of any audit examinations, and any administrative or judicial proceedings relating to Tax liabilities imposed on a Party and/or its Affiliates, including, without limitation, the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account or other materials necessary or helpful for the preparation of such Tax returns or information required to be filed with any Governmental Authority, the conduct of audit examinations or the defense of Claims by Tax Authorities as to the imposition of Taxes.

6.4

[Redacted: Commercially sensitive information - Each Party shall comply with its respective obligations under engagement letter with third party including payments of amounts owing.]

ARTICLE 7 INDEMNIFICATION

7.1 Indemnification by the Vendor . Subject to this Article 7, the Vendor shall indemnify and save harmless the Purchaser Indemnitees from any and all Losses suffered or incurred by the Purchaser Indemnitees as a result of or arising directly or indirectly out of or in connection with:

• (1) any inaccuracy of, or any breach by the Vendor of, any representation or warranty of the Vendor contained in this Agreement or in any instrument, certificate or other document delivered by the Vendor pursuant to this Agreement; and

• (2) any breach or non-performance by the Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any instrument, certificate or other document delivered pursuant to this Agreement.

7.2 Indemnification by the Purchaser . Subject to this Article 7, the Purchaser shall indemnify and save harmless the Vendor Indemnitees from any and all Losses suffered or incurred by the Vendor Indemnitees as a result of or arising directly or indirectly out of or in connection with:

• (1) any inaccuracy of, or any breach by the Purchaser of, any representation or warranty of the Purchaser contained in this Agreement or in any instrument, certificate or other document delivered by the Purchaser pursuant to this Agreement; and

• (2) any breach or non-performance by the Purchaser of any covenant or other obligation to be performed by it that is contained in this Agreement or in any instrument, certificate or other document delivered pursuant to this Agreement.

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7.3 Time Limitations for Claims . The obligations of the Indemnifying Party to indemnify and hold harmless the Indemnified Party under Section 7.1(1) or Section 7.2(1), as applicable, shall terminate when the applicable representation or warranty terminates pursuant to Sections 5.3 and 5.4.

7.4 Other Limitations for Claims . The Indemnified Party shall not be entitled to indemnification under Section 7.1(1) or Section 7.2(1), as applicable, until the aggregate amount of all Losses in respect of indemnification thereunder exceeds Five Million Dollars US$5,000,000 (the “ Basket ”), in which event the Indemnified Party shall be entitled to recover for all such Losses, including those used to compute the Basket. The aggregate amount of all Losses for which the Indemnified Party shall be entitled to recover pursuant to Section 7.1 shall not exceed the Purchase Price.

7.5 Notice of Claim . Promptly on becoming aware of any circumstances which have given or could give rise to a Claim of indemnification under this Article 7, the Indemnified Party shall notify the Purchaser, if the Indemnified Party is a Vendor Indemnitee, or the Vendor, if the Indemnified Party is a Purchaser Indemnitee, of those circumstances. That notice shall specify whether the Losses arise as a result of a Claim by a third party against the Indemnified Party (a “ Third Party Claim ”) or whether the Losses do not so arise (a “ Direct Claim ”), and shall also specify with reasonable particularity (to the extent the information is available) the factual basis for the Claim and the amount of the Losses, if known. If through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give that notice on a timely basis.

7.6 Direct Claims . With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Direct Claim, the Indemnifying Party shall have 30 calendar days to make such investigation of the Direct Claim as is considered necessary or desirable. For the purpose of that investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied on by the Indemnified Party to substantiate the Direct Claim, together with such information as the Indemnifying Party may reasonably request. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiry of this 30 calendar day period (or agree to any extension of this period) to the validity and amount of that Direct Claim, the Indemnifying Party shall within five Business Days pay to the Indemnified Party the full amount as agreed of the Direct Claim. If the Indemnified Party and the Indemnifying Party fail to agree within such 30 day period (or such longer period as extended) as to the validity and amount of such Direct Claim, either shall be free to pursue such remedies as may be available to it.

7.7 Third Party Claims .

• (1) The Indemnifying Party has the right, by notice to the Purchaser, if the Indemnified Party is a Purchaser Indemnitee, or the Vendor, if the Indemnified Party is a Vendor Indemnitee, given not later than 30 days after receipt of the Indemnification Notice, to assume control of the defence, compromise or settlement of the Third Party Claim, provided that:

• (a) the Third Party Claim involves only money damages and does not seek any injunctive or other equitable relief or relate to or arise in connection with any criminal action;

• (b) if the named parties in any Third Party Claim include both the Indemnified Party and the Indemnifying Party, representation by the same counsel would, in the judgment of the Purchaser, if the Indemnified Party is a Purchaser Indemnitee, or the Vendor, if the Indemnified Party is a Vendor Indemnitee, still be appropriate notwithstanding any actual or potential differing interests between them (including the availability of different defences); and

• (c) the Indemnifying Party, from time to time, at the request of the Indemnified Party, provides reasonable assurance to the Indemnified Party of its financial capacity to defend that Third Party Claim and to provide indemnification in respect thereof.

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• (2) On the assumption of control by the Indemnifying Party, it is conclusively established for purposes of this Agreement that the Third Party Claim is within the scope of, and is subject to, the indemnification pursuant to this Article 7, and:

• (a) the Indemnifying Party will actively and diligently proceed with the defence, compromise or settlement of the Third Party Claim at the Indemnifying Party’s sole cost and expense, including the retaining of counsel reasonably satisfactory to the Indemnified Party;

• (b) the Indemnifying Party will keep the Indemnified Party fully advised with respect to the defence, compromise or settlement of the Third Party Claim (including supplying copies of all relevant documents promptly as they become available) and will arrange for its counsel to inform the Indemnified Party on a regular basis of the status of the Third Party Claim;

• (c) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defence of the Third Party Claim (provided the Indemnifying Party shall continue to control that defence); and

• (d) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless consented to by the Indemnified Party (which consent may not be unreasonably or arbitrarily withheld, delayed or conditioned).

• (3) Provided all the conditions set forth in Section 7.7(1) are satisfied and the Indemnifying Party is not in breach of any of its obligations under Section 7.7(2), the Indemnified Party will, at the expense of the Indemnifying Party, co-operate with the Indemnifying Party and use its best efforts to make available to the Indemnifying Party all relevant information in its possession or under its control and will take such other steps as are, in the reasonable opinion of counsel for the Indemnifying Party, necessary to enable the Indemnifying Party to conduct that defence, provided always that (a) no admission of fault may be made by the Vendor on behalf of the Purchaser or any Purchaser Indemnitee without the prior written consent of the Purchaser, (b) no admission of fault may be made by the Purchaser on behalf of the Vendor or any Vendor Indemnitee without the prior written consent of the Vendor and (c) the Indemnified Party is not obligated to take any measures which, in the reasonable opinion of the applicable Indemnified Party’s legal counsel, could be prejudicial or unfavourable to such Indemnified Party.

• (4) If (a) the Indemnifying Party does not give the Indemnified Party the notice provided in Section 7.7(1), (b) any of the conditions in Section 7.7(1) are unsatisfied or (c) the Indemnifying Party breaches any of its obligations under Sections 7.7(2) or 7.7(3), the Indemnified Party may assume control of the defence, compromise or settlement of the Third Party Claim as in its sole discretion may appear advisable, and is entitled to retain counsel as in its sole discretion may appear advisable. Any settlement or other final determination of the Third Party Claim will be binding on the Indemnifying Party. The Indemnifying Party will, at its sole cost and expense, cooperate fully with the Indemnified Party and use its best efforts to make available to the Indemnified Party all relevant information in its possession or under its control and take such other steps as are, in the reasonable opinion of counsel for the Indemnified Party, necessary to enable the Indemnified Party to conduct the defence.

7.8 Trust and Agency . The Purchaser accepts each indemnity in favour of any of the Purchaser Indemnitees that is not a Party as agent and trustee of that Purchaser Indemnitee and may enforce any such indemnity in favour of that Purchaser Indemnitee on behalf of that Purchaser Indemnitee. The Vendor accepts each indemnity in favour of any of the Vendor Indemnitees that is not a Party as agent and trustee of that Vendor Indemnitee and may enforce any such indemnity in favour of that Vendor Indemnitee on behalf of that Vendor Indemnitee.

7.9 No Duplication . No Indemnified Party shall be entitled to recover from any Indemnifying Party under this Article 7 more than once in respect of the same Losses, notwithstanding that such Losses may result from breach of multiple provisions of this Agreement.

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7.10 Treatment of Indemnification Payments. Any payment made pursuant to the indemnification obligations arising under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes to the maximum extent allowed under Applicable Law. Each Party shall prepare and file Tax returns consistent with the treatment described in the foregoing sentence.

7.11 Set-off. The Purchaser shall be entitled to set off the amount of any Losses for which the Purchaser is entitled to make, and has duly made, a claim for indemnification in accordance with Article 7 of this Agreement against any other amounts payable by the Purchaser to the Vendor under this Agreement.

7.12 Mitigation . The Indemnified Party shall take commercially reasonable steps to mitigate any Losses indemnifiable hereunder.

7.13 Exclusive Rights . The indemnification rights of the Parties under this Article 7 are the exclusive rights of the Parties with respect to Losses for breaches of representations, warranties, covenants, agreements or obligations in this Agreement, provided that nothing herein shall limit remedies the Parties may have at Law for fraud, criminal activity or willful misconduct on the part of any Party. Nothing in this Section 7.13 shall limit any Party’s right to seek and obtain any equitable relief, including specific performance, to which any Party shall be entitled.

ARTICLE 8 GENERAL

8.1 Confidentiality of Information .

• (1) For the purposes of this Section 8.1, “ Confidential Information ” of a Party at any time means all information relating to that Party which at the time is of a confidential nature (whether or not specifically identified as confidential), is known by the other relevant Party or its Representatives as being confidential, and has been or is from time to time made known to or is otherwise learned by the relevant other Party or any of its Representatives as a result of the matters provided for in this Agreement, and includes:

• (a) the existence and the terms of this Agreement and of any other contract, agreement, instrument, certificate or other document to be entered into as contemplated by this Agreement;

• (b) a Party’s business records; and

• (c) all Books and Records and all other information and documentation with respect to the Corporation and the Corporation’s property and assets provided by the Vendor and the Corporation to the Purchaser and its Representatives, including all notes, analyses, compilations, studies, summaries and other material prepared by the Purchaser and its Representatives as a result of the Books and Records, information or documentation.

Notwithstanding the foregoing, Confidential Information does not include (i) any information that the Party whose Confidential Information it is consents in writing to the disclosure of, (ii) any information that at the time has become generally available to the public other than as a result of a violation by the other Party or any of its Representatives of the confidentiality obligations under this Section 8.1, (iii) any information that was available to the other Party or its Representatives on a non-confidential basis before the date of this Agreement, (iv) any information that becomes available to the other Party or its Representatives on a non-confidential basis from a Person (other than the Party to which the information relates or any of its Representatives) who is not, to the knowledge of the other Party or its Representatives, otherwise bound by confidentiality obligations to the Party to which the information relates in respect of the information or (v) any information that was developed independently by the other Party or its Representatives, without use of or reference to the Confidential Information.

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• (2) Other than as expressly contemplated by this Agreement, for a term of three (3) years from the date of this Agreement, each Party shall (and shall cause each of its Representatives to, and the Purchaser shall cause the Corporation and its Representatives to) prevent the unauthorized use, disclosure, dissemination or publication of the Confidential Information of the other Parties with the same degree of care that such Party uses to protect its own confidential information of a similar nature, but no less than a reasonable degree of care.

• (3) Subject to Section 8.2, Section 8.1(2) shall not apply to the disclosure of any Confidential Information where that disclosure is required by Applicable Law. In that case, the Party required to disclose (or whose Representative is required to disclose) shall, to the extent legally permissible and as soon as possible in the circumstances, notify the other Parties of the requirement of the disclosure. On receiving the notification, the other Parties may take any reasonable action to challenge the requirement, and the affected Party shall (or shall cause the applicable Representative to), at the expense of the other Parties, provide commercially reasonable assistance to the other Parties in taking that reasonable action.

• (4) Section 8.1(2) shall not apply to the disclosure of any Confidential Information where that disclosure is reasonably required to be disclosed by a Party in order to enforce its rights under, protect its interests in connection with or defend against any Legal Proceeding in connection with this Agreement. In such circumstances, the disclosing Party will use commercially reasonably efforts to seek confidential treatment of such Confidential Information.

8.2 Public Announcements . No Party shall make any public statement or issue any press release concerning the Transactions except as agreed by the Parties acting reasonably (who shall consult and cooperate fully with each other on a timely basis) or as may be necessary, in the opinion of counsel to the Party making that disclosure, to comply with the requirements of all Applicable Law. If any public statement or release is so required, the Party making the disclosure shall consult with the other Parties at least two (2) Business Days before making that statement or release, and the Parties shall use all reasonable efforts, acting in good faith and on a timely basis, to agree on the text for the statement or release that is satisfactory to the Parties.

8.3 Expenses . Each Party shall pay all expenses (including Taxes imposed on those expenses) it incurs in the authorization, negotiation, preparation, execution and performance of this Agreement and the Transactions, including all fees and expenses of its legal counsel, bankers, investment bankers, brokers, accountants or other representatives or consultants.

8.4 No Third Party Beneficiary . Except as provided for in Sections 2.3, 3.4 and 7.8, this Agreement is solely for the benefit of the Parties and no third party accrues any benefit, Claim or right of any kind pursuant to, under, by or through this Agreement.

8.5 Entire Agreement . This Agreement, together with the other agreements, documents and/or certificates delivered pursuant to this Agreement, constitute the entire agreement among the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement.

8.6 Time of Essence . Time is of the essence of this Agreement.

8.7 Amendment . This Agreement may be supplemented, amended, restated or replaced only by written agreement signed by the Purchaser and the Vendor.

8.8 Governing Law . This Agreement is governed by, and interpreted and enforced in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable in that province, excluding the choice of law rules of that province.

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8.9 Dispute Resolution. Any dispute, controversy or Claim arising out of, relating to or in connection with this Agreement or the Transactions, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding noncontractual obligations arising out of or relating to it (collectively, “ Disputes ”) shall be submitted to the International Chamber of Commerce (the “ ICC ”) for settlement by arbitration with three arbitrators (such arbitrators, collectively, the “ Arbitral Tribunal ”) under the Rules of Arbitration of the ICC in effect as of the date of this Agreement. Any arbitration pursuant to this Section 8.9 shall be administered by the ICC in accordance with its arbitration procedures in effect as of the date of this Agreement. The arbitration proceedings shall be conducted in English. The place and seat of arbitration shall be New York, New York. Any award of the Arbitral Tribunal must be in writing and state the grounds upon which it is based. The decision of the Arbitral Tribunal shall be final and binding on the Parties and the Parties waive irrevocably any rights to any form of appeal, review or recourse to any state or other judicial authority, in so far as such waiver may validly be made. The prevailing Party in the arbitration shall recover costs and expenses of the arbitration, as well as reasonable attorney’s fees and expenses. The existence and content of any arbitration proceeding and any award thereof shall be confidential among the Parties, unless any Party is required by Applicable Law to disclose such information. The Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction, both before and after the Arbitral Tribunal has been appointed, at any time up until the Arbitral Tribunal has made its final award, and this shall not be deemed or construed as incompatible with, or operate as a waiver of, the foregoing agreement to arbitrate. Judgment upon any arbitral award may be entered in any court of competent jurisdiction and any Party may apply to such court for the recognition and enforcement of such award as the Applicable Law of such jurisdiction may allow. Each Party agrees that any judgment upon an arbitral award rendered against it under this Agreement may be executed against its assets in any jurisdiction. Each Party agrees that service of process upon such Party at the address so provided in Section 8.10 shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding.

8.10 Notices .

• (1) Any notice, demand or other communication (in this Section 8.10, a “ notice ”) required or permitted to be given or made under this Agreement must be in writing and is sufficiently given or made if:

• (a) delivered in person and left with a receptionist or other responsible employee of the relevant Party at the applicable address set forth below;

• (b) sent by prepaid courier service or (except in the case of actual or apprehended disruption of postal service) mail; or

• (c) sent by email transmission, with confirmation of transmission by the transmitting equipment (a “ Transmission ”);

in the case of a notice to the Vendor, addressed to it at:

c/o Korea Resources Corporation 199, Hyeoksin-ro, Wonju-si, Gangwon-do Republic of Korea, 26464

Attention: Scottie Yun Email: [Redacted: Email]

with a copy (not constituting notice) to:

Ropes & Gray Foreign Legal Consultant Office 21F, POSCO Tower Yeoksam 134 Teheran-ro, Gangnam,-gu, Seoul Republic of Korea 06235

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Attention: Jaewoo Lee Email: [Redacted: Email]

and in the case of a notice to the Purchaser, addressed to it at:

2100 - 510 West Georgia Street Vancouver, British Columbia Canada V6B 0M3

Attention: Wendy King Email: [Redacted: Email] with a copy (not constituting notice) to:

Blake, Cassels & Graydon LLP 2600 – 595 Burrard Street Vancouver, BC V7X 1L3 Attention: Bob Wooder Email: [Redacted: Email]

• (2) Any notice sent in accordance with this Section 8.10 is deemed to have been received (a) if delivered prior to or during normal business hours on a Business Day in the place where the notice is received, on the date of delivery, (b) if sent by mail, on the fifth Business Day after mailing in the place where the notice is received, or, in the case of disruption of postal service, on the fifth Business Day after cessation of that disruption, (c) if sent by email during normal business hours on a Business Day in the place where the Transmission is received, on the same day that it was received by Transmission, on production of a Transmission report which indicates that the email was sent in its entirety to the relevant email address of the recipient, or (d) if sent in any other manner, on the date of actual receipt; except that any notice delivered in person or sent by Transmission not on a Business Day or after normal business hours on a Business Day, in each case in the place where the notice is received, is deemed to have been received on the next succeeding Business Day in the place where the notice is received.

• (3) Any Party may change its address for notice by giving written notice to the other Parties.

8.11 Assignment . No Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement to any Person, except that each Party may assign all of its rights and obligations under this Agreement to its Affiliates, provided that such assignment shall not relieve the assigning Party of any of its obligations hereunder.

8.12 Further Assurances . Each Party shall promptly do, execute, deliver or cause to be done, executed or delivered all further acts, documents and matters in connection with this Agreement that any other Party may reasonably require, for the purposes of giving effect to this Agreement.

8.13 Severability . If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, that provision will, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement, without affecting the validity or enforceability of that provision in any other jurisdiction and, if applicable, without affecting its application to the other Parties or circumstances. The Parties shall engage in good faith negotiations to replace any provision which is so restricted, prohibited or unenforceable with an unrestricted and enforceable provision, the economic effect of which comes as close as possible to that of the restricted, prohibited or unenforceable provision which it replaces.

8.14 Successors . This Agreement is binding on, and enures to the benefit of, the Parties and their respective successors.

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8.15 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 constitute one agreement. Delivery of an executed counterpart of this Agreement transmitted electronically in legible form, including in portable document format (PDF), shall be equally effective as delivery of a manually executed counterpart of this Agreement.

[signature page follows]

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IN WITNESS WHEREOF , the Parties have duly executed this Agreement on the date first above written.

KOREA CHILE MINING CORPORATION

By: (Signed) Gwonyong Shim Name: Gwongyong Shim Title: President

CAPSTONE MINING CORP.

(Signed) Raman Randhawa By: Name: Raman Randhawa Title: SVP & CFO

0908113 B.C. LTD.

By: (Signed) Jason P. Howe Name: Jason P. Howe Title: Director and CFO

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Schedule A

Withholding Amounts

Withholding Date	Payment Obligation	Withholding Amount
Closing Date	Initial Payment	[Redacted: Dollar amount.]
	Assignment and Assumption of Promissory Note
First Business Day that is 18 months following the Closing Date	First Deferred Cash Consideration	Subject to applicable withholding taxes at time of payment
First Business Day that is 48 months following the Closing Date	Second Deferred Cash Consideration	Subject to applicable withholding taxes at time of payment

91682190_50

Exhibit A

Assignment and Assumption Agreement

Please see attached.

91682190_50

Execution Version

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Agreement ”) is executed as of March 24, 2021 by and among Korea Chile Mining Corporation (“ Assignor ”), Capstone Mining Corp. (“ Assignee ”) and 0908113 B.C. Ltd. (the “ Corporation ”). Assignor, Assignee and the Corporation may be referred to herein, individually, as a “ Party ” and, collectively, as the “ Parties .”

WHEREAS:

A. The Assignor, the Corporation and the Assignee have entered into that certain share purchase agreement, dated March 24, 2021 (the “ Share Purchase Agreement ”).

B. This Agreement is being delivered in connection with the Closing (as defined in the Share Purchase Agreement) pursuant to the Share Purchase Agreement.

C. Capitalized terms used but not defined in this Agreement have the meanings given to such terms in the Share Purchase Agreement.

NOW THEREFORE , for the consideration set forth in the Share Purchase Agreement and the respective covenants and agreements of the Parties contained therein and herein and for other good and valuable consideration, the receipt and sufficiency of which each of the Parties hereby acknowledges, the Parties covenant and agree as follows:

1. Effective as of the date hereof, the Assignor hereby assigns, transfers, grants, conveys and sets over unto the Assignee the Promissory Note, together with all benefits and advantages of the Assignor to be derived therefrom or thereunder and all obligations and liabilities of the Assignor pursuant thereto.

2. The Assignee hereby accepts the assignment set out in Section 1 hereof and covenants and agrees with the Assignor and the Corporation, from and after the date hereof, to assume, observe, perform and be bound by all of the terms and conditions of the Promissory Note (including to pay, perform, discharge or otherwise satisfy the amount outstanding in accordance with the terms of the Promissory Note or as may otherwise be agreed between Assignee and the Corporation), in place of the Assignor and in its stead as if the Assignee had been an original party thereto.

3. The Corporation hereby approves, consents to and acknowledges the assignment of the Promissory Note by the Assignor to the Assignee and the assumption by the Assignee of the Assignor’s obligations thereunder, and releases and forever discharges the Assignor from all of its obligations, liabilities, claims and demands under and in respect of the Promissory Note. The Parties hereby agree that, effective as of the execution of this Agreement, the Assignor shall have no further liabilities or obligations under the Promissory Note.

4. This Agreement shall enure to the benefit of and shall be binding upon the Parties and their respective successors and assigns.

5. No alteration, amendment, modification or interpretation of this Agreement or any provision of this Agreement will be valid and binding upon the Parties unless such alteration, amendment, modification or interpretation is in written form executed by the Parties directly affected by such alteration, amendment, modification or interpretation.

6. This Agreement, together with the relevant provisions of the Share Purchase Agreement, constitute the entire agreement among the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. This Agreement may be executed in 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. Counterparts may be executed either in original or electronic form and the parties to this Agreement may adopt any signatures received electronically as original signatures of the Parties.

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1. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated, in all respects, as a British Columbia contract.

[ Signature Page Follows. ]

2

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IN WITNESS WHEREOF , Assignors, Assignee and the Corporation have executed this Assignment and Assumption Agreement to be effective as of the Closing.

ASSIGNOR:

KOREA CHILE MINING CORPORATION

By: Name: Title:

ASSIGNEE:

CAPSTONE MINING CORP.

By: Name: Title:

CORPORATION:

0908113 B.C. LTD.

By: Name: Title:

Capstone Mining Corp. - Signature Page to Assignment and Assumption Agreement

92915669_3

Exhibit B

Termination Agreement

Please see attached.

91682190_50

Execution Version

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “ Agreement ”) dated March 24 2021 is made among Korea Chile Mining Corporation (the “ Vendor ”), Capstone Mining Corp. (the “ Purchaser ”), 0908113 B.C. Ltd. (the “ Corporation ”) and Korea Resources Corporation (“ KORES ”) (each a “ Party ” and collectively the “ Parties ”).

WHEREAS:

• A. The Parties entered into a shareholders’ agreement dated June 17, 2011 (as amended or supplemented from time to time, the “ Shareholder Agreement ”).

• B. The Vendor, the Purchaser and the Corporation have entered into a share purchase agreement (the “ Share Purchase Agreement ”) pursuant to which the Vendor will sell and transfer 3,000,000 Class B shares in the capital of the Corporation to the Purchaser.

• C. Pursuant to Section 6.2 of the Shareholder Agreement, the Shareholder Agreement shall terminate on the date on which one Shareholder (as defined in the Shareholder Agreement) owns all the Shares (as defined in the Shareholder Agreement).

• D. Pursuant to the terms of the Share Purchase Agreement, the Parties wish to acknowledge, and agree to, the termination of the Shareholder Agreement on the terms of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each Party, the Parties agree as follows:

1. The Parties agree that, as of the Closing (as defined in the Share Purchase Agreement), the Shareholder Agreement is hereby terminated and of no further force or effect, including, without limitation (a) any rights or obligations under Section 2.3 of the Shareholder Agreement in respect of funding, cash call, operating programs and budgets, and (b) notwithstanding Section 5.1(1) and Section 6.2 of the Shareholder Agreement, the provisions of Article 5 of the Shareholder Agreement.

2. For greater certainty, each of the Parties hereby waives its respective rights, if any, under Section 2.3 of the Shareholder Agreement in respect of funding, cash call, operating programs and budgets and fully releases and discharges each of the other Parties from any obligations thereunder.

3. Notwithstanding Section 6.3 of the Shareholder Agreement, conditional upon the occurrence of the Closing (as defined in the Share Purchase Agreement) and with effect concurrently therewith, each of the Parties hereby releases and forever discharges any other Party from any and all actions, causes of action, claims, demands, covenants, obligations, contracts, liabilities, costs and damages, whether absolute or contingent and of any nature whatsoever, at law or in equity, past, present or future, which each Party, now has or ever had or hereafter may have, against any other Party by reason of or in any way arising out of any cause, matter or thing whatsoever up to and inclusive of the date of this Agreement and, including by reason of or in any way arising pursuant to the Shareholder Agreement or out of any claim for indebtedness, participation in profits or earnings, dividends or other remuneration. Conditional upon the occurrence of the Closing and with effect concurrently therewith, each of the Parties agrees not to make any claim, complaint or take any proceeding, including third party proceedings or crossclaims, against any Person with respect to any matters that have arisen between and/or among the Parties, up to and inclusive of the Closing Date on which any claim could arise against a Party for contribution or indemnity or other relief, in respect of causes, matters or things which are released or forever discharged by a Party in this paragraph 3. Notwithstanding any of the foregoing, this Agreement will not in any manner affect any actions, causes of actions, Claims, demands and damages to which a Party is entitled

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pursuant to the Share Purchase Agreement or which involve fraud, gross negligence or wilful misconduct of any other Party. Each of the Parties covenants, warrants and represents that it has not assigned to any Person any of the actions, causes of action, claims, suits, executions or demands which it is releasing in this paragraph 3.

1. Each Party will do or cause to be done all such further acts and things in connection with this Agreement that any other Party may reasonably require as being necessary or desirable in order to effectively carry out the full intent and meaning of this Agreement or any provision hereof.

2. No alteration, amendment or modification of this Agreement or any provision of this Agreement will be valid and binding upon the Parties unless such alteration, amendment or modification is in written form executed by the Parties directly affected by such alteration, amendment or modification.

3. This Agreement, together with the relevant provisions of the Share Purchase Agreement, constitute the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia. This Agreement will enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. This Agreement may be executed in 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. The Parties agree that electronic signatures will have the same legal effect as original ( i.e. , ink) signatures and that an electronic, scanned, facsimile, or duplicate copy of any signatures will be deemed an original and may be used as evidence of execution.

[ Signature page follows ]

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

KOREA CHILE MINING CORPORATION

By: Name: Title:

KOREA RESOURCES CORPORATION

By: Name: Title:

CAPSTONE MINING CORP.

By: Name: Title:

0908113 B.C. LTD.

By: Name: Title:

Capstone Mining Corp. - Signature page to Termination Agreement

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