Capstone Copper Corp. — Remuneration Information 2024

Mar 8, 2024

CAPSTONE COPPER CORP.

TREASURY SHARE UNIT PLAN

Effective February 23, 2021, as amended March 23, 2022

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1. PREAMBLE AND DEFINITIONS

1.1 Title

The Plan described in this document shall be called the “Capstone Copper Corp. Treasury Share Unit Plan”.

1.2 Purpose of the Plan

The purposes of the Plan are:

(a) to promote a further alignment of interests between officers, employees and other eligible service providers and the shareholders of the Company;

(b) to associate a portion of the compensation payable to officers, employees and other eligible service providers with the returns achieved by shareholders of the Company; and

(c) to attract and retain officers, employees and other eligible service providers with the knowledge, experience and expertise required by the Company.

1.3 Definitions

1.3.1 “ Applicable Law ” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder, and Stock Exchange Rules.

1.3.2 “ Beneficiary ” means, subject to Applicable Law, an individual who has been designated by a Participant, in such form and manner as the Committee may determine, to receive benefits payable under the Plan upon the death of the Participant, or, where no such designation is validly in effect at the time of death, the Participant’s legal representative.

1.3.3 “ Black-Out Period ” means a period of time imposed upon certain designated persons during which those persons may not trade in any securities of the Company pursuant to the Insider Trading Policy of the Company dated March 23, 2022, as it is amended or replaced from time-to-time,.

1.3.4 “ Board ” means the Board of Directors of the Company.

1.3.5 “ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in Vancouver, British Columbia are authorized or required by law to close.

1.3.6 “ Capstone Entity ” means any of the Company’s direct or indirect subsidiaries, partnerships, trusts or other controlled entities and “ Capstone Entities ” means all such entities collectively.

1.3.7 “ Cause ” in respect of a Participant means “just cause” “or “cause” for Termination by the Company or a Capstone Entity as determined under Applicable Law.

1.3.8 “ Change of Control ” means:

(a) the sale of all or substantially all of the Company’s assets to another arm’s length person not affiliated with the Company or any of the Company’s affiliates;

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(b) the acquisition or right to acquire shares of the Company as a result of which any person would beneficially own shares that would entitle the holders thereof to: (a) cast more than 50% of the votes attaching to all shares in the capital of the Company; or (b) more than 50% of the equity of the Company;

(c) the merger or consolidation of the Company with or into another person not affiliated with the Company in which the Company is not the surviving entity (except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated), or a reverse merger in which the Company is the surviving entity but in which 50% or more of each class of the issued and outstanding shares of the Company are transferred to beneficial holders different from those who held the shares immediately prior to the merger;

(d) a resolution is adopted to wind-up, dissolve or liquidate the Company;

(e) as a result of or in connection with: (a) a contested election of directors; or (b) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company or any of its affiliates and another corporation or other entity, the nominees named in the most recent management information circular of the Company for election to the Board shall not constitute a majority of the Board; or

(f) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

1.3.9 “ Code ” means the United States Internal Revenue Code of 1986, as amended, and any applicable United States Treasury Regulations and other binding regulatory guidance thereunder.

1.3.10 “ Committee ” means the Human Resources and Compensation Committee of the Board, or such other the committee of the Board as is designated by the Board to administer the Plan from time to time.

1.3.11 “ Company ” means Capstone Copper Corp., and any successor company whether by amalgamation, merger or otherwise.

1.3.12 “ Directors ” means the directors of the Company from time to time.

• 1.3.13 “ Disability ” means either:

(a) subject to (b) below, a Participant’s physical or mental incapacity that prevents him/her from substantially fulfilling his/her duties and responsibilities on behalf of the Company or, if applicable, a Capstone Entity, as determined by the Committee in respect of which the Participant commences receiving, or is eligible to receive, disability benefits under the Company’s or a Capstone Entity’s long-term disability plan; or

(b) where a Participant has a written employment agreement with the Company or a Capstone Entity, “Disability” as defined in such employment agreement if applicable.

1.3.14 “ Disability Date ” means, in relation to a Participant, that date determined by the Committee to be the date on which the Participant experienced a Disability.

1.3.15 “ Elected Redemption Date ” means the date elected by a Participant, who is not a US Taxpayer, pursuant to Section 6.2(a) or, as applicable, the date elected by a US Taxpayer pursuant to Section 6.2(b).

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1.3.16 “ Eligible Person ” means an individual Employed by the Company or any Capstone Entity who, by the nature of his/her position or job is, in the opinion of the Committee, in a position to contribute to the success of the Company.

• 1.3.17 “ Employed ” means, with respect to a Participant, that:

(a) he/she is rendering services to the Company or a Capstone Entity (excluding services exclusively as a Director ), including as an officer or a Service Provider; or

(b) he/she is not actively rendering services to the Company or a Capstone Entity due to an approved leave of absence, maternity or parental leave or leave on account of Disability (provided, in the case of a US Taxpayer, that the Participant has not incurred a “Separation From Service”, within the meaning of Section 409A of the Code), and “ Employment ” has the corresponding meaning.

For greater certainty, any determination of whether a Participant is Employed on a Vesting Date shall be made without regard to any period of notice, pay in lieu of notice (paid by way of lump sum or salary continuance), benefits continuance or other termination-related payments or benefits to which the Participant may be entitled pursuant to the common law or otherwise, subject only to the express minimum requirements of applicable employment standards legislation.

• 1.3.18 “ Expiry Date ” means the date on which the Share Unit expires.

• 1.3.19 “ Grant ” means a grant of Share Units made pursuant to Section 3.1.

1.3.20 “ Grant Agreement ” means an agreement between the Company, or a Capstone Entity, and a Participant under which a Grant is made, as contemplated by Section 3.1, together with such schedules, amendments, deletions or changes thereto as are permitted under the Plan.

• 1.3.21 “ Grant Date ” means the effective date of a Grant.

1.3.22 “ Grant Value ” means the dollar amount allocated to an Eligible Person in respect of a Grant as contemplated by Section 3.

1.3.23 “ Insider ” means an insider of the Company as defined in the rules of the Toronto Stock Exchange Company Manual for the purpose of security based compensation arrangements.

• 1.3.24 “ Market Value ” means, with respect to any particular date:

(a) the volume weighted average trading price per Share on the Stock Exchange during the immediately preceding five (5) Trading Days, or

(b) in any case in which clause (a) of this Section 1.3.24 does not apply, the value established by the Committee acting in good faith.

• 1.3.25 “ Participant ” has the meaning set forth in Section 3.2.1.

1.3.26 “ Performance Conditions ” means such financial, personal, operational or transaction-based performance criteria as may be determined by the Committee in respect of a Grant to any Participant or Participants and set out in a Grant Agreement. Performance Conditions may apply to the Company, a

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Capstone Entity, the Company and Capstone Entities as a whole, a business unit of the Company or group comprised of the Company and some Capstone Entities or a group of Capstone Entities, either individually, alternatively or in any combination, and measured either in total, incrementally or cumulatively over a specified performance period, on an absolute basis or relative to a pre-established target or milestone, to previous years’ results or to a designated comparator group, or otherwise, and may incorporate multipliers or adjustments based on the achievement of any such performance criteria and result in the percentage of Vested PSUs in a Grant exceeding 100% of the PSUs initially determined in respect of such Grant pursuant to Section 3.2.2.

1.3.27 “ Performance Period ” means, with respect to PSUs, the period specified by the Committee for achievement of any applicable Performance Conditions as a condition to Vesting.

1.3.28 “ Plan ” means this Capstone Copper Corp. Treasury Share Unit Plan, including any schedules or appendices hereto, as may be amended from time to time.

1.3.29 “ PSU ” means a right, granted to a Participant in accordance with Section 3, to receive a Share that generally becomes Vested, if at all, subject to the attainment of certain Performance Conditions and satisfaction of such other conditions to Vesting, if any, as may be determined by the Committee (and, for greater certainty and where the context so requires, includes the PSUs of the Company that were exchanged for PSUs of Capstone Mining Corp., on the same terms and conditions except for a substitution of Company Shares for the common shares of Capstone Mining Corp. that were formerly the subject of the PSU, pursuant to the Arrangement Agreement dated November 30, 2021 between Capstone Mining Corp. and Mantos Copper (Bermuda) Limited).

1.3.30 “ Redemption Notice ” means a notice, submitted to the Company pursuant to which the Participant may elect to redeem Vested Share Units.

1.3.31 “ RSU ” means a right granted to a Participant in accordance with Section 3, to receive a Share that generally becomes Vested, if at all, following a period of continuous Employment of the Participant with the Company or a Capstone Entity (and, for greater certainty and where the context so requires, includes the RSUs of the Company that were exchanged for RSUs of Capstone Mining Corp., on the same terms and conditions except for a substitution of Company Shares for the common shares of Capstone Mining Corp. that were formerly the subject of the RSU, pursuant to the Arrangement Agreement dated November 30, 2021 between Capstone Mining Corp. and Mantos Copper (Bermuda) Limited).

1.3.32 “ Security Based Compensation Arrangement ” means an option, option plan, security based appreciation right, employee unit purchase plan, restricted, performance of deferred unit plan, long-term incentive plan or any other compensation or incentive mechanism, in each case, involving the issuance or potential issuance of Shares to one or more directors or officers of the Company or a Capstone Entity, current or past full-time or part-time employees of the Company or a Capstone Entity, Insiders or consultants of the Company or a Capstone Entity including a Share purchased from treasury by one or more officers, directors or officers of the Company or a Capstone Entity, current or past full-time or parttime employees of the Company or a Capstone Entity, Insiders or consultants of the Company or a Capstone Entity which is financially assisted by the Company or a Capstone Entity by way of a loan, guarantee or otherwise, but a Security Based Compensation Arrangement does not include an arrangement that does not involve the issuance from treasury or potential issuance from treasury of Shares or other equity securities of the Company.

1.3.33 “ Separation from Service ” has the meaning as defined in Exhibit A hereto.

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1.3.34 “ Service Provider ” means a person or company, other than an employee, officer or director of the Company or a Capstone Entity, that:

(a) is engaged to provide, on a bona fide basis, for an initial, renewable or extended period of twelve (12) months or more, services to the Company or a Capstone Entity, other than services provided in relation to a distribution of securities;

(b) provides the services under a written contract between the Company or a Capstone Entity and the person or company;

(c) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Capstone Entity;

and includes

(d) an individual Service Provider, a corporation of which the individual Service Provider is an employee or shareholder, and a partnership of which the individual Service Provider is an employee or partner; and

(e) for a Service Provider that is not an individual, an employee, executive officer, or director of the Service Provider, provided that the individual employee, executive officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Capstone Entity.

1.3.35 “ Share ” means a common share of the Company and such other share as may be substituted for it as a result of amendments to the notice of articles of the Company, arrangement, reorganization, subdivision, consolidation, exchange or otherwise, including any rights that form a part of the common share or substituted share.

• 1.3.36 “ Share Unit ” means either an RSU or a PSU, as the context requires.

• 1.3.37 “ Share Unit Account ” has the meaning set out in Section 5.1.

1.3.38 “ Stock Exchange ” means the Toronto Stock Exchange and such other stock exchange on which the Shares are listed, or if the Shares are not listed on any stock exchange, then on the over-the-counter market.

1.3.39 “ Stock Exchange Rules ” means the applicable rules of any stock exchange upon which shares of the Company are listed.

1.3.40 “ Termination ” means (i) the termination of a Participant’s active Employment with the Company or a Capstone Entity (other than in connection with the Participant’s transfer to Employment with the Company or another Capstone Entity), which shall occur on the earlier of the date on which the Participant ceases to render services to the Company or Capstone Entity, as applicable, and the date on which the Company or a Capstone Entity, as applicable, delivers notice of the termination of the Participant’s employment or contract for services, whether such termination is lawful or otherwise, without giving effect to any period of notice or compensation in lieu of notice, but, for greater certainty, a Participant’s absence from active work during a period of vacation, temporary illness, authorized leave of absence, maternity or parental leave or leave on account of Disability shall not be considered to be a “Termination”,

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and (ii) in the case of a Participant who does not return to active Employment with the Company or a Capstone Entity immediately following a period of absence due to vacation, temporary illness, authorized leave of absence, maternity or parental leave or leave on account of Disability, such cessation shall be deemed to occur on the last day of such period of absence (provided, in each case in the case of a US Taxpayer, that the Termination constitutes a “Separation From Service”, within the meaning of Section 409A of the Code), and “ Terminated ” and “ Terminates ” shall be construed accordingly.

1.3.41 “ Time Vesting ” means any conditions relating to continued service with the Company or a Capstone Entity for a period of time in respect of the Vesting of Share Units determined by the Committee.

1.3.42 “ Trading Day ” means any date on which any Stock Exchange is open for the trading of Shares and on which Shares are actually traded.

1.3.43 “US Taxpayer” means an individual who is subject to tax under the Code in respect of any amounts payable or Shares deliverable under this Plan.

1.3.44 “ Valuation Date ” means the date as of which the Market Value is determined for purposes of calculating the number of Share Units included in a Grant, which unless otherwise determined by the Committee shall be the Grant Date of such Grant.

1.3.45 “ Vested ” means the applicable Time Vesting, Performance Conditions and/or any other conditions for payment or other settlement (subject to any conditions on such payment or settlement imposed in respect of US Taxpayers under Exhibit “A” hereto) in relation to a whole number, or a percentage (which may be more or less than 100%) of the number, of PSUs or RSUs determined by the Committee in connection with a Grant of PSUs or Grant of RSUs, as the case may be, (i) have been met; (ii) have been waived or deemed to be met pursuant to Section 6.8 or Section 6.9; (iii) or are otherwise waived pursuant to Section 3.3, and “ Vesting ” and “ Vest ” shall be construed accordingly.

1.3.46 “ Vesting Date ” means the earliest date on which the applicable Time-Vesting, Performance Conditions and/or any other conditions for a Share Unit becoming Vested are met, deemed to have been met or waived as contemplated in the definition of “Vested”.

1.3.47 “ Vesting Period ” means, with respect to a Grant, the period specified by the Committee, commencing on the Grant Date and ending on the last Vesting Date for Share Units subject to such Grant.

1.3.48 “ Vested Share Units ” means Share Units that have vested.

2. CONSTRUCTION AND INTERPRETATION

2.1 Gender, Singular, Plural

In the Plan, references to the masculine include the feminine; and references to the singular shall include the plural and vice versa, as the context shall require.

2.2 Governing Law

The Plan shall be governed and interpreted in accordance with the laws of the Province of British Columbia and any actions, proceedings or claims in any way pertaining to the Plan shall be commenced in the courts of the Province of British Columbia.

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2.3 Severability

If any provision or part of the Plan is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity or enforcement of any other provision or part thereof.

2.4 Headings, Sections

Headings wherever used herein are for reference purposes only and do not limit or extend the meaning of the provisions herein contained. A reference to a section or schedule shall, except where expressly stated otherwise, mean a section or schedule of the Plan, as applicable.

3. SHARE UNIT GRANTS AND VESTING PERIODS

3.1 Grant of Share Units

Unless otherwise determined by the Board, the Plan shall be administered by the Committee. The Committee shall have the authority in its sole and absolute discretion to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan subject to and not inconsistent with the express provisions of this Plan, including, without limitation, the authority:

(a) to make Grants of Share Units;

(b) to determine the Grant Date for Grants, if not the date on which the Committee determines to make such Grants, provided that the Committee shall ensure that if the determination to make such Grants is during a Black-out Period, the Grant Date shall be deemed to be the date five Trading Days following the end of such Black-out Period;

(c) to determine the Eligible Persons to whom, and the time or times at which Grants shall be made and shall become issuable;

(d) to determine the Grant Value and the Valuation Date (if not the Grant Date) for each Grant and accordingly the number of Share Units to be covered by each Grant in accordance with Section 3.2;

(e) to approve or authorize the applicable form and terms of the related Grant Agreements and any other forms to be used in connection with the Plan;

(f) to determine the terms and conditions of Grants granted to any Participant, including, without limitation, (A) the type of Share Unit, (B) the number of RSUs or PSUs subject to a Grant, (C) the Vesting Period(s) applicable to a Grant, (D) the conditions) to the Vesting of any Share Units granted hereunder, including terms relating to Performance Conditions, Time Vesting and/or other Vesting conditions, any multiplier that may apply to Share Units subject to a Grant in connection with the achievement of Vesting conditions, the Performance Period for PSUs and the conditions, if any, upon which Vesting of any Share Unit will be waived or accelerated without any further action by the Committee (including, without limitation, the effect of a Change of Control and a Participant’s Termination in connection therewith), (E) the Expiry Date, (F) the circumstances upon which a Share Unit shall be forfeited, cancelled or expire, (G) the consequences of a Termination with respect to a Share Unit, (H) the manner and time of exercise or settlement of Vested Share Units, and (I) whether and the terms upon which any Shares delivered upon exercise or settlement of a Share Unit must continue to be held by a Participant for any specified period;

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(g) to determine whether and the extent to which any Performance Conditions or other criteria applicable to the Vesting of a Share Unit have been satisfied or shall be waived or modified;

(h) to amend the terms of any outstanding Grant under the Plan or Grant Agreement provided, however, that no such amendment, suspension or termination shall be made at any time to the extent such action would materially adversely affect the existing rights of a Participant with respect to any then outstanding Share Unit without his/her consent in writing and provided further, however, that, notwithstanding the foregoing clause of this Section 3.1(h), the Committee may amend the terms of a Share Unit or Grant Agreement without the consent of the Participant for purposes of complying with Applicable Law whether or not such amendment could adversely affect the rights of the Participant;

(i) to determine whether, and the extent to which, adjustments shall be made pursuant to Section 5.3 and the terms of any such adjustments;

(j) to interpret the Plan and Grant Agreements;

(k) to prescribe, amend and rescind such rules and regulations and make all determinations necessary or desirable for the administration and interpretation of the Plan and Grant Agreements;

(l) to determine the terms and provisions of Grant Agreements (which need not be identical) entered into in connection with Grants; and

(m) to make all other determinations deemed necessary or advisable for the administration of the Plan.

3.2 Eligibility and Award Determination

3.2.1 In determining the Eligible Persons to whom Grants are to be made (“ Participants ”) and the Grant Value for (and accordingly the number of Share Units to be covered by) each Grant (subject to adjustment in accordance with Time Vesting or Performance Conditions), the Committee shall take into account the terms of any written employment agreement between an Eligible Person and the Company or any Capstone Entity and may take into account such other factors as it shall determine in its sole and absolute discretion.

3.2.2 The number of Share Units to be covered by each Grant shall be determined by dividing the Grant Value for such Grant by the Market Value of a Share as at the Valuation Date for such Grant, rounded up to the next whole number.

3.2.3 For greater certainty and without limiting the discretion conferred on the Committee pursuant to this Section, the Committee’s decision to approve a Grant in any period shall not require the Committee to approve a Grant to any Participant in any other period; nor shall the Committee’s decision with respect to the size or terms and conditions of a Grant in any period require it to approve a Grant of the same or similar size or with the same or similar terms and conditions to any Participant in any other period. The Committee shall not be precluded from approving a Grant to any Participant solely because such Participant may have previously received a Grant under this Plan or any other similar compensation arrangement of the Company or a Capstone Entity. No Eligible Person has any claim or right to receive a Grant except as may be provided in a written employment agreement between an Eligible Person and the Company or a Capstone Entity.

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3.2.4 Each Grant Agreement shall set forth, at a minimum, the type of Share Units and Grant Date of the Grant evidenced thereby, the number of RSUs or PSUs subject to such Grant, the applicable Vesting conditions, the applicable Vesting Period(s) and the treatment of the Grant upon Termination and may specify such other terms and conditions consistent with the terms of the Plan as the Committee shall determine or as shall be required under any other provision of the Plan. The Committee may include in a Grant Agreement terms or conditions pertaining to confidentiality of information relating to the Company’s operations or businesses which must be complied with by a Participant including as a condition of the grant or Vesting of Share Units.

3.3 Discretion of the Committee

Notwithstanding any other provision hereof or of any applicable instrument of grant, the Committee may accelerate or waive any condition to the Vesting of any Grant, all Grants, any class of Grants or Grants held by any group of Participants.

3.4 Effects of Committee’s Decision

Any interpretation, rule, regulation, determination or other act of the Committee hereunder shall be made in its sole discretion and shall be conclusively binding upon all persons.

3.5 Liability Limitation

No member of the Committee, the Board or any officer or employee of the Company or a Capstone Entity shall be liable for any action or determination made in good faith pursuant to the Plan or any Grant Agreement under the Plan. To the fullest extent permitted by law, the Company and the Capstone Entities shall indemnify and save harmless each person made, or threatened to be made, a party to any action or proceeding in respect of the Plan by reason of the fact that such person is or was a member of the Committee or the Board or is or was an officer or employee of the Company or a Capstone Entity.

3.6 Delegation and Administration

The Committee may, in its discretion, delegate such of its powers, rights and duties under the Plan, in whole or in part, to any one or more directors, officers or employees of the Company as it may determine from time to time, on terms and conditions as it may determine, except the Committee shall not, and shall not be permitted to, delegate any such powers, rights or duties to the extent such delegation is not consistent with Applicable Law. The Committee may also appoint or engage a trustee, custodian or administrator to administer or implement the Plan or any aspect of it, except that the Committee shall not, and shall not be permitted to, appoint or engage such a trustee, custodian or administrator to the extent such appointment or engagement is not consistent with Applicable Law.

4. RESTRICTIONS ON ISSUANCES

4.1 Share Reserve

Subject to Section 4.2 and any adjustment pursuant to Section 5.3, the maximum number of Shares that may be issued pursuant to Grants made under the Plan together with all other Security Based Compensation Arrangements of the Company may not exceed 10% of the issued and outstanding Shares from time to time, provided that, and subject to the foregoing, the maximum number of Shares that may

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be issued pursuant to Grants made under the Plan may not exceed 3.5% of the issued and outstanding Shares from time to time.

4.2 Evergreen

For purposes of computing the total number of Shares available for grant under the Plan, Shares subject to any Grant (or any portion thereof) that are forfeited, surrendered, cancelled or otherwise terminated prior to the issuance of such Shares shall again be available for grant under the Plan. In addition, following the exercise or settlement of any Grant under the Plan, a number of Shares underlying Grants so exercised or settled will immediately and automatically become available for issuance in respect of Grants that may be subsequently granted under this Plan.

4.3 Insider Participation Limit

The maximum number of Shares of the Company: (a) issued to Insiders within any one year period, and (b) issuable to Insiders, at any time, under the Plan, or when combined with all of the Company’s other Security Based Compensation Arrangements, shall not exceed 10% of issued and outstanding Shares from time to time.

5. ACCOUNTS, DIVIDEND EQUIVALENTS AND REORGANIZATION

5.1 Share Unit Account

An account, called a “ Share Unit Account ”, shall be maintained by the Company, or a Capstone Entity, as specified by the Committee, for each Participant and will be credited with such notional grants of Share Units as are received by a Participant from time to time pursuant to Sections 3.1 and 3.2 and any dividend equivalent Share Units pursuant to Section 5.2. Share Units that fail to vest to a Participant and are forfeited pursuant to Section 6, or that are paid out to the Participant or his/her Beneficiary, shall be cancelled and shall cease to be recorded in the Participant’s Share Unit Account as of the date on which such Share Units are forfeited or cancelled under the Plan or are paid out, as the case may be. For greater certainty, where a Participant is granted both RSUs and PSUs, such RSUs and PSUs shall be recorded separately in the Participant’s Share Unit Account.

5.2 Dividend Equivalent Share Units

Except as otherwise provided in the Grant Agreement relating to a grant of RSUs or PSUs, if and when cash dividends (other than extraordinary or special dividends) are paid with respect to Shares to shareholders of record as of a record date occurring during the period from the Grant Date under the Grant Agreement to the date of settlement of the RSUs or PSUs granted thereunder, a number of dividend equivalent RSUs or PSUs, as the case may be, shall be granted to the Participant who is a party to such Grant Agreement equal to the number of whole Share Units (rounding down) with a Market Value, as of the payment date for such dividend, equal to the product of (i) the cash dividend paid with respect to a Share multiplied by (ii) the number of RSUs or PSUs subject to such Grant (including dividend equivalent RSUs or PSUs previously granted in connection with such RSUs or PSUs) as of the record date for the dividend. The additional RSUs or PSUs granted to a Participant shall be subject to the same terms and conditions, including Vesting and settlement terms, as the corresponding RSUs or PSUs, as the case may be.

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5.3 Adjustments

In the event of any stock dividend, stock split, combination or exchange of shares, capital reorganization, consolidation, spin-off, dividends (other than cash dividends in the ordinary course) or other distribution of the Company’s assets to shareholders, or any other similar changes affecting the Shares, a proportionate adjustment to reflect such change or changes shall be made with respect to the number of Share Units outstanding under the Plan, or securities into which the Shares are changed or are convertible or exchangeable may be substituted for Shares under this Plan, on a basis proportionate to the number of Share Units in the Participant’s Share Unit Account or some other appropriate basis, all as determined by the Committee in its sole discretion.

6. EXPIRY AND REDEMPTION OF SHARE UNITS

6.1 Term of Share Units

Subject to Sections 6.4, 6.7 and 6.8, the Expiry Date for each Share Unit will be the date determined by the Committee and specified in the notice of award pursuant to which such Share Unit is granted, provided that such date may not be later than the earlier of: (i) the date which is the tenth (10th) anniversary of the date on which such Share Unit is granted, and (ii) the latest date permitted under the applicable rules and regulations of all regulatory authorities to which the Company is subject, including any Stock Exchange Rules.

6.2 Elected Redemption Date Notice

Except to the extent the award of a Share Unit specifies that redemption will automatically occur on a date prior to the Expiry Date, participants shall elect, by submitting a Redemption Notice, an Elected Redemption Date for Share Units as follows:

(a) Participants that are not US Taxpayers may elect at any time to redeem Vested Share Units on any date or dates after the date the Share Units become Vested Share Units and on or before the Expiry Date; and

(b) US Taxpayers may irrevocably elect to have Vested Share Units redeemed on a fixed date or dates after the date the Share Units become Vested Share Units and on or before the Expiry Date provided that such election must be irrevocably made prior to the earlier of: (i) receipt by the US Taxpayer of each award of Share Units; and (ii) the first day of the taxable year of the US Taxpayer in which the Performance Period, or other period over which the awards is to be earned and vests, begins. For this purpose a “fixed date” may include any permissible payment event under Section 409A of the Code, for example, Separation from Service or a Change of Control (if also a change of control for purposes of Section 409A of the Code).

If a Participant who is not a US Taxpayer does not elect an Elected Redemption Date in respect of an award of Share Units in accordance with Section 6.2(a), the Share Units shall be redeemed on the Expiry Date in accordance with Section 6.3. If a US Taxpayer does not timely elect an Elected Redemption Date in respect of an award of Share Units in accordance with Section 6.2(b), the Vesting Date shall be deemed to be the Elected Redemption Date and the Share Units shall be redeemed in accordance with Section 6.3.

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6.3 Redemption of Share Units

Subject to payment or other satisfaction of all related withholding obligations in accordance with Section 9.2 and the terms of the applicable Grant Agreement, the Company shall redeem the Vested Share Units elected to be redeemed by the Participant on the earlier of (i) within fifteen Business Days of the Elected Redemption Date and (ii) the date set out in Sections 6.4, 6.7 and 6.8, by issuing to the Participant the number of Shares equal to the number of Vested Share Units elected to be redeemed. If the Participant elects in the Redemption Notice to have the Vested Share Units redeemed by the payment of cash then, at the Committee’s sole discretion, the Vested Share Units shall be redeemed on the earlier of (i) within fifteen Business Days of the Elected Redemption Date and (ii) the date set out in Sections 6.4, 6.7 or 6.8, and such cash payment shall be equal to the Market Value of such Vested Share Units redeemed as of the Elected Redemption Date or the date specified in Sections 6.4, 6.7 or 6.8, if applicable. Notwithstanding the foregoing or any other provision in the Plan, if Share Units held by a US Taxpayer will be redeemed as a result of the US Taxpayer’s Separation from Service, and such US Taxpayer is a Specified Employee as defined under Section 409A of the Code and applicable regulations at the time of such Separation from Service, the redemption of Share Units that are subject to Section 409A of the Code will be delayed until a date that is six months and one day following the date of the Separation from Service.

A Participant’s Share Units, adjusted in accordance with the applicable multiple, if any, as set out in the Grant Agreement, will be rounded down to the nearest whole number of Share Units.

6.4 Postponed Settlement

Notwithstanding any other section of the Plan, if a Participant’s Share Units would, in the absence of this Section 6.4 be settled within a Blackout Period applicable to such Participant, such settlement shall be postponed until the earlier of the 6[th] Trading Day following the end of such Blackout Period and the latest date for settlement of the Participant’s Share Units as determined in accordance with Section 6.1, and the Market Value of any RSUs or PSUs being settled at the Participant’s option in cash will be determined as of the earlier of the date five Trading Days following the end of such Black-out Period and the day prior to the settlement date.

6.5 Failure to Vest

For greater certainty, a Participant shall have no right to receive Shares or a cash payment, as compensation, damages or otherwise, with respect to any RSUs or PSUs that do not become Vested.

6.6 Continued Employment

Subject to this Section 6 and the applicable Grant Agreement, Share Units subject to a Grant and dividend equivalent Share Units credited to the Participant’s Share Unit Account in respect of such Share Units shall vest in such proportion(s) and on such Vesting Date(s) as may be specified in the Grant Agreement governing such Grant provided that the Participant is Employed on the relevant Vesting Date. For greater certainty, a Participant shall not be considered to be Employed on a Vesting Date if, prior to such Vesting Date, such Participant received a payment in lieu of notice of Termination of employment, whether under a contract of employment, as damages or otherwise.

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6.7 Termination of Employment for Cause or Resignation

Subject to the terms of a Participant’s written employment agreement with the Company or a Capstone Entity and unless otherwise determined by the Committee, in the event a Participant’s employment is Terminated for Cause by the Company, or a Capstone Entity, as applicable, or a Participant’s employment with the Company or a Capstone Entity Terminates as a result of the Participant’s resignation, no Share Units, that have not Vested and been settled prior to the date of the Participant’s Termination for Cause or the date on which the Participant submits his/her resignation, as the case may be, including dividend equivalent Share Units in respect of such Share Units, shall Vest and all such Share Units shall be forfeited immediately.

6.8 Termination of Employment without Cause, Death or Disability

Subject to the terms of a Participant’s written employment agreement with the Company or a Capstone Entity and the relevant Grant Agreement, in the event a Participant’s employment is terminated by the Company, or a Capstone Entity, as applicable, without Cause, the Participant dies or experiences a Disability prior to the end of a Vesting Period relating to a Grant:

(a) the number of RSUs determined by the formula A x B/C, where

A equals the total number of RSUs relating to such Grant that have not previously Vested and dividend equivalent RSUs in respect of such RSUs,

B equals the total number of days between the first day of the Vesting Period relating to such Grant and the Participant’s date of Termination or death or Disability Date, as the case may be, and

C equals total number of days in the Vesting Period relating to such Grant,

shall become Vested RSUs on the Participant’s date of Termination or death or Disability Date, as the case may be; and

(b) the number of PSUs, if any, that Vest shall be determined in accordance with the Grant Agreement governing such PSUs.

6.9 Change of Control

Subject to the terms of a Participant’s written employment agreement with the Company and the applicable Grant Agreement, in the event of a Change of Control prior to the end of the Vesting Period relating to a Grant, the Committee may determine, in its sole discretion:

(a) that for any Share Unit there shall be substituted an entitlement (in the form of notional units or other contingent rights) to receive cash or such securities into which Shares are changed, or are convertible or exchangeable, on a basis proportionate to the number of Shares to which the Participant would be entitled if the Share Units in his Share Unit Account immediately prior to the effective time of the Change of Control were Shares, or some other appropriate basis; or

(b) that all Share Units that have not previously Vested shall become Vested Share Units on the effective date of the Change of Control, provided that, in the case of a Grant of PSUs, the total number of Share Units relating to such Grant shall be the greater of: (i) the number of PSUs specified in the Grant

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Agreement for such Grant without giving effect to any potential increase or decrease in such number as a result of graduated Performance Conditions permitting Vesting of more or less than 100% of the PSUs in a Grant or (ii) the number of PSUs specified in the Grant Agreement for such Grant giving effect to any increase or decrease in such number as a result of graduated Performance Conditions of the PSUs in a Grant that have been met. Share Units that Vest in accordance with this Section shall be settled in the same manner as paragraph (a) above.

7. CURRENCY

7.1 Currency

Except where the context otherwise requires, all references in the Plan to currency refer to lawful Canadian currency. Any amounts required to be determined under this Plan that are denominated in a currency other than Canadian dollars shall be converted to Canadian dollars at the applicable Bank of Canada noon rate of exchange on the date as of which the amount is required to be determined.

8. SHAREHOLDER RIGHTS

8.1 No Rights to Shares

Share Units are not Shares and a Grant of Share Units will not entitle a Participant to any shareholder rights, including, without limitation, voting rights, dividend entitlement or rights on liquidation.

9. MISCELLANEOUS

9.1 Compliance with Laws and Policies

The Company’s obligation to make any payments or deliver (or cause to be delivered) any Shares hereunder is subject to compliance with Applicable Law. Each Participant shall acknowledge and agree (and shall be conclusively deemed to have so acknowledged and agreed by participating in the Plan) that the Participant will, at all times, act in strict compliance with Applicable Law and all other laws and any policies of the Company applicable to the Participant in connection with the Plan including, without limitation, furnishing to the Company all information and undertakings as may be required to permit compliance with Applicable Law.

9.2 Withholdings

So as to ensure that the Company or a Capstone Entity, as applicable, will be able to comply with the applicable provisions of any federal, provincial, state or local law relating to the withholding of tax or other required deductions, the Company or Capstone Entity, as applicable, shall withhold or cause to be withheld from any amount payable to a Participant, either under this Plan, or otherwise, such amount as may be necessary to permit the Company or Capstone Entity, as applicable, to so comply and may require the Participant or his or her Beneficiary to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding and taxes. The Company or a Capstone Entity may also satisfy any liability for any such withholding obligations, on such terms and conditions as the Company may determine in its sole discretion, by (a) selling on such Participant’s behalf, or requiring such Participant to sell, any Shares, and retaining any amount payable which would otherwise be provided or paid to such Participant in connection with any such sale, or (b) requiring, as a condition to the delivery of Shares hereunder, that such Participant make such arrangements as the Company may

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require so that the Company or a Capstone Entity can satisfy such withholding obligations, including requiring such Participant to remit an amount to the Company or a Capstone Entity in advance, or reimburse the Company or a Capstone Entity for, any such withholding obligations. Notwithstanding the foregoing, the Committee may provide for other methods of withholding in any Grant Agreement or as otherwise determined by the Committee.

9.3 No Right to Continued Employment

Nothing in the Plan or in any Grant Agreement entered into pursuant hereto shall confer upon any Participant the right to continue in the employ of the Company or any Capstone Entity, to be entitled to any remuneration or benefits not set forth in the Plan or a Grant Agreement or to interfere with or limit in any way the right of the Company or any Capstone Entity to terminate Participant’s employment or service arrangement with the Company or any Capstone Entity.

9.4 No Additional Rights

Neither the designation of an individual as a Participant nor the grant of any Share Units to any Participant entitles any person to the grant, or any additional grant, as the case may be, of any Share Units under the Plan.

9.5 Amendment, Termination

The Plan and any Grant made pursuant to the Plan may be amended, modified or terminated by the Board without approval of Shareholders, provided that no amendment to the Plan or Grants made pursuant to the Plan may be made without the consent of a Participant if it adversely alters or impairs the rights of the Participant in respect of any Grant previously granted to such Participant under the Plan, except that Participant consent shall not be required where the amendment is required for purposes of compliance with Applicable Law. For greater certainty, the Plan may not be amended without shareholder approval in accordance with the requirements of the Stock Exchange to do any of the following:

• (a) increase in the maximum number of Shares issuable pursuant to the Plan and as set out in Section

• (b) increase or remove the limits on Shares issuable or issued to Insiders as set forth in Section 4.3;

• (c) extend the maximum term of any Grant made under the Plan, except pursuant to Section 6.4;

• (d) amend the assignment provisions contained in Section 10.1;

• (e) include other types of equity compensation involving the issuance of Shares under the Plan; and

• (f) amend this Section 9.5 to amend or delete any of (a) through (e) or grant additional powers to the Committee or the Board to amend the Plan or entitlements without shareholder approval.

For greater certainty and without limiting the foregoing, shareholder approval shall not be required for the following amendments and the Board may make the following changes without shareholder approval, subject to any regulatory approvals including, where required, the approval of any Stock Exchange:

• (a) amendments of a “housekeeping” nature;

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• (b) a change to the Vesting provisions of any Grants;

• (c) a change to the termination provisions of any Grant that does not entail an extension beyond the original term of the Grant; or

• (d) amendments to the provisions relating to a Change of Control.

9.6 Administration Costs

The Company will be responsible for all costs relating to the administration of the Plan.

9.7 Designation of Beneficiary

Subject to the requirements of Applicable Law, a Participant may designate a Beneficiary, in writing, to receive any benefits that are payable under the Plan upon the death of such Participant. The Participant may, subject to Applicable Law, change such designation from time to time. Such designation or change shall be in such form as may be prescribed by the Committee from time to time. A Beneficiary designation under this Section 9.7 and any subsequent changes thereto shall be filed with the General Counsel of the Company.

10. ASSIGNMENT

10.1 Subject to Section 9.7, the assignment or transfer of the Share Units, or any other benefits under this Plan, shall not be permitted other than by operation of law.

11. EFFECTIVE DATE

• 11.1 The Company is establishing the Plan effective on February 23, 2021.

51308728.2

Exhibit “A”

to

Capstone Copper Corp. Treasury Share Unit Plan

Special Provisions Applicable to Participants Subject to Section 409A of the United States Internal Revenue Code (“Section 409A”)

This Exhibit sets forth special provisions of the Capstone Copper Corp. Treasury Share Unit Plan (the “Plan”) that apply to Participants who are US Taxpayers. This Exhibit shall apply to such Participants notwithstanding any other provisions of the Plan. Terms defined elsewhere in the Plan and used herein shall have the meanings set forth in the Plan, as may be amended from time to time.

Definitions

For purposes of this Exhibit:

“ Separation From Service ” shall mean that employment or service with the Company and any entity that is to be treated as a single employer with the Company for purposes of United States Treasury Regulation Section 1.409A1(h) terminates such that it is reasonably anticipated that no further services will be performed.

“ Specified Employee ” means a US Taxpayer who meets the definition of “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code.

Compliance with Section 409A

In General.

Notwithstanding any provision of the Plan to the contrary, it is intended that any payments under the Plan either be exempt from or comply with Section 409A, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Each payment made in respect of Share Units shall be deemed to be a separate payment for purposes of Section 409A. Each US Taxpayer is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such US Taxpayer in connection with the Plan or any other plan maintained by the Company (including any taxes and penalties under Section 409A), and neither the Company nor any Capstone Entity shall have any obligation to indemnify or otherwise hold such US Taxpayer (or any Beneficiary) harmless from any or all of such taxes or penalties.

Distributions to Specified Employees.

Solely to the extent required by Section 409A, any payment in respect of Share Units which is subject to Section 409A and which has become payable by reason of a Separation from Service to any Participant who is determined to be a Specified Employee shall not be paid before the date which is six months after such Specified Employee’s Separation from Service (or, if earlier, the date of death of such Specified Employee). Following any applicable six month delay of payment, all such delayed payments shall be made to the Specified Employee in a lump sum on the earliest possible payment date.

Amendment of Exhibit.

Subject to Applicable Law, the Board shall retain the power and authority to amend or modify this Exhibit to the extent the Board in its sole discretion deems necessary or advisable to comply with any guidance issued under Section 409A. Such amendments may be made without the approval of any US Taxpayer.

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