Collective Mining Ltd. — Regulatory Filings 2021

Nov 9, 2021

OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17

Between the undersigned, on one hand, NATALIA ANDREA HERNANDEZ ARIAS , identified as it appears below her signature, acting as the first alternate for the legal representative of MINERALES PROVENZA S.A.S. , (hereinafter " PROVENZA "), in accordance with the attached certificate of existence and representation; and on the other, [ Redacted – Confidential Information] , identified as it appears below his signature, acting in his capacity as legal representative of [ Redacted – Confidential Information] (hereinafter “ GUAYABALES ”), duly empowered by the associates and pursuant to attached certificate of existence and representation; we have agreed to subscribe the foregoing OPTION AGREEMENT TO ASSIGN THE MINING CONCESSION CONTRACT LH0071‐17 (hereinafter the AGREEMENT ), prior to the following

WHEREAS:

1. That GUAYABALES is the holder of the LH0071‐17 Mining Concession Contract (the “ CONCESSION”) registered in the National Mining Registry on March 28, 2008 and is interested in developing a business model that will eventually allow the assignment and transfer of said CONCESSION to a third party.

2. That GUAYABALES and PROVENZA signed a Memorandum of Understanding in order to establish a period of irrevocable exclusivity in favor of PROVENZA to carry out an assessment of the CONCESSION.

3. That during the period of exclusivity agreed between the parties, different alternatives and business proposals between the parties were evaluated, having reached an agreement on the terms and conditions under which PROVENZA can acquire the CONCESSION, which are included in the following

CLAUSES

FIRST CLAUSE. ‐ PURPOSE. ‐ By means of this Agreement, GUAYABALES grants PROVENZA the first, exclusive and irrevocable option, of acquiring title to the CONCESSION within the execution stages and payment terms, and under the terms and conditions established in this Agreement. Subject to the aforementioned terms and conditions, GUAYABALES will retain the right to continue carrying out exploitation activities in the CONCESSION, and PROVENZA will acquire the right to carry out exploration activities. The purpose of this Agreement will be executed in 3 phases, which incorporate the following activities:

• 1.1. Phase 1: It has a duration of four (4) years, counted from the signing of this AGREEMENT during which each of the parties will carry out the following activities:

GUAYABALES	PROVENZA
 Retains ownership of the CONCESSION, unless the OPTION is fully or partially anticipated,  Complies with obligations with mining and environmental authorities derived from the CONCESSION associated with the exploitation.  Performs EXPLOITATION.  Performs Corporate Restructuring one year before Phase 1 ends.	 Makes agreed payments;  Performs EXPLORATION;  Complies with mining and environmental obligations with authorities derived from the CONCESSION associated with Exploration  Makes a minimum investment of qualified exploration expenses amounting to THREE MILLION DOLLARS IN THE UNITED STATES OF AMERICA (USD $ 3,000,000)  May fully or partially anticipate, or waive the OPTION;

• 1.2. Phase 2: It has a duration of six (6) years, counted from the end of Phase 1, during which each of the parties will carry out the following activities:

GUAYABALES	PROVENZA
 Performs EXPLOITATION	 Makes agreedpayments;

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	 Retains ownership in the proportion in accordance with the exercise of the option described in the clause denominated Exercise of the Option Second Clause, No. 2.2  Fulfills obligations with mining and environmental authorities derived from the CONCESSION associated with the exploitation.  Transfers title to company resulting from corporate restructuring.	 Performs EXPLORATION;  Complies with mining and environmental obligations before authorities derived from the CONCESSION associated with Exploration  May anticipate or waive the OPTION ;  Retains ownership of the CONCESSION from transfer of CONCESSION as a result of the exercise of OPTION.  Makes a minimum investment of qualified exploration expenses amounting to TEN MILLION DOLLARS OF THE UNITED STATES OF AMERICA (USD $ 10,000,000).  Acquires ownership of the CONCESSION as a result of the exercise of the OPTION described in the clause called Exercise of the Option. Second Clause, No. 2.2.

• 1.3. Phase 3: It has an indeterminate but determinable duration counted from the end of PHASE 2 until the start of commercial production, during which each of the parties will carry out the following activities:

GUAYABALES

PROVENZA

 Assigns 10% of the CONCESSION according to the advance payments made by PROVENZA in Phase 3 according to what is described in the Payment clause.  GUAYABALES will carry out gradual dismantling of the exploitation activity and will totally stop it, once the payment of 60% of the total value of this Agreement by PROVENZA is fulfilled or, until COMMERCIAL PRODUCTION is reached, or until there is a technical conflict, physical and / or safety and health at work, duly verified with PROVENZA's construction and assembly work, whichever comes first.  Complies with obligations with mining and environmental authorities derived from the CONCESSION associated with the exploitation and until the cessation of 100% of the exploitation activities by GUAYABALES.

 Performs EXPLORATION  Complies with mining and environmental authorities derived from the CONCESSION associated with Exploration.  Carries out Prefeasibility and Project Feasibility activities.  Carries out financing activities for project development.  Performs necessary licensing activities, including PTO and environmental for commercial production.  Performs CONSTRUCTION AND ASSEMBLY.  Exercises OPTION on the remaining 10% on the CONCESSION; in advance or according to what is described for this Phase in the Payment clause.  Reaches COMMERCIAL PRODUCTION.

COMMERCIAL PRODUCTION is understood to be the first calendar day of the month following the moment in which the processing plant is working at 85% of its operating capacity according to the project that has been structured by PROVENZA, which occurs after the end of the Phase 2. (Hereinafter "COMMERCIAL PRODUCTION ")

SECOND CLAUSE. ‐ EXERCISE OF THE OPTION: The exercise of the option (hereinafter the " OPTION ") by PROVENZA is in force during the entire period of the Agreement and can be exercised in percentage terms according to the agreed phases, as follows:

• 2.1. Phase 1: It can anticipate the exercise the OPTION on all or part of the CONCESSION;

• 2.2. Phase 2: It must exercise the OPTION on 90% no later than the end of Phase 2. It can anticipate the exercise of the OPTION on all or part of the CONCESSION.

• 2.3. Phase 3: It must exercise the OPTION on 10%, either As a result of the NSR, or the lump sum payment in replacement of the NSR, or in parts of 0.625% of the remaining title property during each year.

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FIRST PARAGRAPH: If the OPTION for PROVENZA is anticipated, all the payments established for each Phase in the payment clause must be made, according to the percentage of the OPTION. In this case, and if requested by PROVENZA, GUAYABALES will immediately carry out and manage the corporate restructuring and subsequently transfer the shares of the new company to PROVENZA.

SECOND PARAGRAPH: The OPTION may be waived at any time, without any explanation, in PROVENZA's sole discretion, only being obliged to pay any economic recognition that has become effective and payable prior to the decision to waive the option and without compensation, penalty, claim, or any type of cash outlay in favor of GUAYABALES and the completion of the respective process of lifting the lien on the CONCESSION within ten (10) business days following the notice of resignation. Likewise, PROVENZA must deliver in physical and digital media to GUAYABALES, within thirty (30) business days following the termination of the Agreement, copies of all drilling records, the real information (the "Data") of exploration, the valuations, metallurgical studies, drilling cores, and other data collected by PROVENZA.

The OPTION is understood to be exercised at the time that the written statement by PROVENZA concur in this regard, and the payment of the amounts agreed by the OPTION is accredited. Once the OPTION has been exercised by PROVENZA, GUAYABALES shall proceed to apply the provisions of ATTACHMENT 1 ‐ ASSIGNMENT OF THE CONCESSION.

THIRD CLAUSE. ‐ EXPLOITATION BY GUAYABALES: As of the signing of this Agreement and until the date that PROVENZA starts COMMERCIAL PRODUCTION, or until the payment of 60% of the total value of this Agreement has been verified, and as long as there is no conflict technically, physically and / or occupational safety and health, duly verified, with the construction and assembly work by PROVENZA, GUAYABALES may continue to carry out exploitation activities (hereinafter the " EXPLOITATION ") subject to deadlines, terms , conditions and limitations contained in ATTACHMENT 2 ‐ CONDITIONS OF OPERATION . GUAYABALES will assume the legal, economic, technical, labor, environmental and social obligations that may derive from the CONCESSION as a result of the exploitation activities. Given the economic and / or technical impossibility of GUAYABALES to fulfill the obligations as a result of the exploitation activities, the approach to PROVENZA will be sought so that the value that represents fulfilling said obligation is deducted or paid from the next quota to be paid. In any case, PROVENZA may only retain up to the amount of the unfulfilled obligations.

In order to maintain CONCESSION in good standing in fulfilling its obligations, PROVENZA, prior notice to GUAYABALES of the obligations which have not been fulfilled within the legal terms and / or contract by GUAYABALES and after 30 business days following the notice, if GUAYABALES has not fulfilled the obligation, PROVENZA may use the payments that it owes to GUAYABALES , to fulfill GUAYABALES´ legal, economic, technical, labor, environmental and social obligations related to the title object of this Agreement.

PROVENZA will establish a contractual civil liability and non‐contractual liability policy in favor of GUAYABALES for the sum of USD $ 250,000, within 30 business days following the signing of this Agreement.

FOURTH CLAUSE. ‐ GUAYABALES CORPORATE RESTRUCTURING: At the beginning of the last year of PHASE 1, GUAYABALES undertakes to set up a simplified joint stock company in order for GUAYABALES to transfer 100% of the CONCESSION, for which it must proceed to apply the provisions of ATTACHMENT 3 ‐ CORPORATE RESTRUCTURING. Once the simplified joint stock company is established, it will be jointly and severally responsible, together with GUAYABALES, for the fulfillment of the obligations in favor of PROVENZA. GUAYABALES will ensure that the company thus constituted signs an agreement to engage as a jointly and severally liable party with GUAYABALES by the terms and conditions of the AGREEMENT.

FIFTH CLAUSE. ‐ EXPLORATION BY PROVENZA: From the signing of this Agreement, PROVENZA will acquire the right to carry out exploration activities (hereinafter the “EXPLORATION”) subject to the terms, conditions and limitations contained in ATTACHMENT 4 ‐ EXPLORATION CONDITIONS. PROVENZA will assume the legal, economic, technical, labor, environmental and social obligations that may derive from the CONCESSION as a result of exploration activities.

SIXTH CLAUSE. ‐ PAYMENTS: The payments that GUAYABALES will receive from PROVENZA under this Agreement, the OPTION and eventual transfer of ownership of the CONCESSION, will be made as follows:

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• 6.1. Phase 1: Total value of Phase 1 is TWO MILLION DOLLARS OF THE UNITED STATES OF AMERICA (USD $ 2,000,000), payable as follows:

Num. Quota	Enforceability	Value
1	Ten (10) business days following the signing of this Agreement, after granting the lien guarantee on the CONCESSION in favor of PROVENZA.	$ 350,000
2	Seventh (7) month following the date of signingthis Agreement.	$ 200,000
3	Fourteenth (14) month following the date of signingthis Agreement.	$ 200,000
4	Twenty first (21) month following the date of signingthis Agreement.	$ 250,000
5	Twenty‐eighth (28) month following the date of signingthis Agreement.	$ 250,000
6	Thirty‐fifth (35) month following the date of signingthis Agreement.	$ 250,000
7	Forty‐Second (42) month following the date of signingthis Agreement	$ 250,000
8	Forty‐eighth (48) month following the date of signingthis Agreement	$ 250,000

• 6.2. Phase 2: Total value of Phase 2 is TWO MILLION DOLLARS OF THE UNITED STATES OF AMERICA (USD $ 2,000,000), payable in installments of ONE HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY SIX DOLLARS OF THE UNITED STATES OF AMERICA WITH SIXTY SIX CENTS (USD 166,666.66) at the latest within the month following the end of every six (6) months of Phase 2. With the payment of the full value of Phase 1 and Phase 2, GUAYABALES You must proceed to carry out the activities aimed at the ASSIGNMENT OF THE CONCESSION of 90% in accordance with the OPTION.

• 6.3. Phase 3: undetermined value, but determinable, consisting of a private royalty of 1% on Net Smelter Return (hereinafter "NSR" for its acronym in English Net Smelter Return) on the terms and conditions described in ATTACHMENT 5 ‐ CONDITIONS OF THE NSR or a single payment of EIGHT MILLION DOLLARS OF THE UNITED STATES OF AMERICA (USD $ 8,000,000) to replace the NSR. PROVENZA will advance payments of TWO HUNDRED FIFTY THOUSAND DOLLARS (USD $ 250,000) FROM THE UNITED STATES OF AMERICA no later than 10 business days after the end of every six (6) months of the duration of Phase 3, values that will be allocated either to the single payment of EIGHT MILLION DOLLARS OF THE UNITED STATES OF AMERICA (USD $ 8,000,000) in replacement of the NSR or the NSR. At the request of PROVENZA, GUAYABALES will transfer to PROVENZA 0.625% of the property of the remaining title per year, once the second payment has been made in the year for the sum of US $ 250,000, that is, the annual sum of US $ 500,000. The first payment corresponding to the first semester of Phase 3 may be anticipated and made in month 3, if and only if GUAYABALES stops 100% of the exploitation, whether there is a technical, physical and / or safety and health conflict in the work, duly checked; with PROVENZA's construction and assembly work, whichever comes first or by GUAYABALES` own will.

FIRST PARAGRAPH: The payments described herein will be made in Colombian pesos, at the representative market rate of the business day prior to the date on which the respective payment must be made. In the event that the dates for the fulfillment of the obligations occur on a non‐business day in Colombia, payment will be made on the business day following the date on which the aforementioned term has been met. Payments will be made after practicing the withholdings that may be made pursuant to the tax legislation and after verifying that GUAYABALES and PROVENZA comply with the regulations related to the fight against money laundering and the prevention of terrorism. GUAYABALES must issue an invoice with the

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full fulfillment of the requirements, as well as comply with any formal obligation that, according to the Applicable Laws, is pertinent.

SECOND PARAGRAPH : Given the economic and / or technical impossibility of GUAYABALES to fulfill the obligations as a result of exploitation activities, the approach to PROVENZA will be sought so that the value that represents complying with said obligation is deducted or paid from the next quota to be paid. In any case, PROVENZA may only retain up to the amount of the unfulfilled obligations.

In order to maintain the CONCESSION in good standing in fulfilling its obligations, PROVENZA, prior notice to GUAYABLES of the obligations which have not been fulfilled within the legal terms and / or contract by Guayabales and after 30 business days after the notice, if GUAYABALES has not fulfilled the obligation , PROVENZA may use the payments that it owes to GUAYABALES , to fulfill the legal, economic, technical, labor, environmental and social obligations related to the title object of this Agreement by GUAYABALES .

THIRD PARAGRAPH: The first payment indicated in Phase 1, will be made simultaneously with the registration of the Lien of the CONCESSION in the Registry of Secured Transactions, an act that will be carried out online and after verification of the Lien together with the delivery of the check in favor of GUAYABALES, within the term indicated in the clause.

FOURTH PARAGRAPH: In case of delay in the payment of the amounts indicated in this clause, PROVENZA will pay GUAYABALES default interest at the maximum legal rate allowed for the duration of the same.

FIFTH PARAGRAPH: For the exercise of the OPTION, it is not a requirement that PROVENZA make the investment expenses indicated for Phase 1 and 2.

SEVENTH CLAUSE. ‐ REAL ESTATE RIGHTS: In relation to any real estate right (such as, but not limited to, purchase and sale of real estate, purchase and sale of material possession rights, purchase and sale of improvements, rental of real estate, easements and rights of way) GUAYABALES undertakes to:

• 7.1. FIRST OPTION : Grant PROVENZA the first option to purchase and / or execute any legal business, on real estate and / or any right associated with real property that GUAYABALES may have, necessary for PROVENZA to carry out exploration, construction and assembly and exploitation in the CONCESSION.

• 7.2. GUAYABALES will collaborate with PROVENZA as far as it is within their reach, so that PROVENZA can access the real rights, rights of way, or leases on properties of associates, partners, and / or third parties so that PROVENZA can carry out all actions and execute the exploration, construction and assembly and exploitation activities in the CONCESSION. If GUAYABALES is the owner and / or holder and / or holder of real rights, easements, or leases on real estate necessary to carry out exploration, construction and assembly and exploitation activities in the CONCESSION , it will carry out all the actions within its reach to guarantee access to PROVENZA. GUAYABALES will refrain from charging PROVENZA any amount for rights of way or easement. PROVENZA will be liable for damages caused during the exploration activity.

• 7.3. GUAYABALES will collaborate as far as possible with PROVENZA in the management and / or obtaining of information for the negotiation of real estate and / or any right associated with real estate necessary to carry out exploration, construction and assembly and exploitation activities in the CONCESSION .

• 7.4. GUAYABALES will deliver to PROVENZA as far as it is within its reach information (certificate of freedom and tradition) of the properties it owns, or owned by its associates and / or shareholders, which are located in the CONCESSION area and a copy of the document that proves that, through possession, lease, easement or loan, it has access to said areas.

EIGHTH CLAUSE. ‐ SPECIAL OBLIGATIONS OF THE PARTIES:

• 8.1. PROVENZA

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• 8.1.1. While GUAYABALES is the holder of the CONCESSION, PROVENZA will supply to a GUAYABALES all the information required by the mining and environmental authorities and which is within the scope and obligations of PROVENZA in order to fulfill legal obligations, economic, technical, labor, environmental and social issues that may be derived from the CONCESSION associated with exploration.

• 8.1.2. While PROVENZA is carrying out EXPLORATION activities, it will be responsible before the mining and environmental authorities for the legal, economic, technical, labor, environmental and social obligations that may arise from the CONCESSION.

• 8.1.3. Make the minimum investments of qualified exploration expenses during Phases 1 and 2, for which an accountability meeting will be held in the first 15 days of February of each year during phases 1 and 2, prior summons with 15 days in advance and / or presentation of report.

• 8.1.4. Make payments in favor of GUAYABALES within the terms provided in the sixth clause of PAYMENTS of this document, through electronic payment and / or check in favor of GUAYABALES.

• 8.1.5. Present the notice of resignation to the OPTION with an advance not less than twenty (20) days from the date of enforceability of the following fee in favor of GUAYABALES.

• 8.1.6. Pay at the time of the Waiver any obligation of an economic and technical nature derived from the exploration activity, which has become enforceable prior to the presentation of the notice of Waiver and during the thirty (30) days following it.

• 8.1.7. Present GUAYABALES with each payment, certifying that PROVENZA, partners and / or associates, comply with the rules on money laundering and the fight against terrorism.

• 8.1.8. PROVENZA will share the geological information collected in the exploration activity in the area indicated for the exploitation defined in ATTACHMENT No. 2 called "CONDITIONS OF OPERATION" with GUAYABALES, every year from the signing of the agreement.

• 8.1.9. Support the generation of employment, preferably by hiring personnel from the region for exploration.

8.2. GUAYABALES

• 8.2.1. ENVIRONMENTAL BASE LINE : Allow PROVENZA or whoever it designates to carry out an environmental baseline study and analysis at any time in order to identify the current status of compliance with the environmental obligations in the CONCESSION associated with the exploitation. After 30 business days after the baseline has been made, PROVENZA will notify GUAYABALES of the findings identified therein, so that within 30 business days GUAYABALES submits a satisfactory correction plan or act before the Authority that proves the adequate compliance of the obligation and guarantee the security of the title.

• 8.2.2. MINING BASE LINE : Allow PROVENZA or whoever it designates to, at any time, carry out a study and analysis of the mining base line in order to identify the current status of compliance with legal, economic, technical, labor, environmental and social that may be derived from the CONCESSION associated with the exploitation. After 30 business days after the baseline has been made, PROVENZA will notify GUAYABALES of the findings identified therein, so that within 30 business days GUAYABALES submits a satisfactory correction plan or act before the Authority that proves the adequate compliance of the obligation and guarantee the security of the title.

• 8.2.3. While GUAYABALES is the holder of the CONCESSION , or is carrying out EXPLOITATION activities , it will respond to the mining and environmental authorities for the legal, economic, technical, labor, environmental and social obligations that may arise from the CONCESSION associated with the exploitation.

• 8.2.4. Carry out all the activities necessary for Corporate Restructuring, and assume the costs and expenses that this implies. Likewise, strictly comply with the legal, labor and tax obligations of the company resulting from the restructuring. Sign the documents called Notice of Assignment and Assignment in favor of PROVENZA, so that the latter manages and processes the assignment of the concession in its favor.

• 8.2.5. Deliver to PROVENZA all the technical and legal information, documents and material related to the CONCESSION that is within its scope, at the beginning of the Agreement, and throughout its validity.

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• 8.2.6. Carry out, on its own behalf and / or on behalf of PROVENZA , all the acts that are within its reach and are required to guarantee PROVENZA, from the signing of this Agreement, the entrance to the CONCESSION area to carry out the exploration work, construction and assembly, and exploitation, and all those that are required for the execution of the CONCESSION .

• 8.2.7. Without prejudice to GUAYABALES ' obligations to comply with the obligations derived from the CONCESSION , grant PROVENZA or whoever it designates, the powers, authorizations and any other instruments and documents that PROVENZA considers necessary to carry out the legal and administrative representation of the CONCESSION before the administrative and judicial authorities.

PARAGRAPH: In order to comply before the mining and environmental authority with the obligations derived from the CONCESSION, a technical board will be created between the PARTIES to define the procedure.

NINTH CLAUSE. ‐ GRANT OF GUARANTEES: In order to guarantee the fulfillment of any of the obligations under its responsibility derived from this AGREEMENT and, in particular, the transfer of the CONCESSION to PROVENZA , GUAYABALES undertakes to grant the following guarantees in favor of PROVENZA , in accordance with ATTACHMENT 6 ‐ GUARANTEES :

9.1. Lien of the CONCESSION within ten (10) business days following the signing of this Agreement;

• 9.2. Lien of the shares of the company resulting from the restructuring, by the shareholders of said company (to be granted by the shareholders of the resulting company, who are now associates of GUAYABALES ), in Phase 2.

9.3. Lien from the GUAYABALES Business Establishment resulting from the restructuring in Phase 2.

FIRST PARAGRAPH : Payments in charge of PROVENZA will be subject to the condition that GUAYABALES has granted the guarantees in the terms that this article provides for.

TENTH CLAUSE. ‐ ASSIGNMENT OF THE AGREEMENT: PROVENZA may, at any time, assign under any title the rights that emanate from this Agreement, without requiring the authorization, consent or acquiescence of GUAYABALES. GUAYABALES may not assign this Agreement without the prior written consent of PROVENZA.

FIRST PARAGRAPH: PROVENZA will notify GUAYABALES in writing within 30 days of the assignment, on the new assignee, informing the name or business name, address, among others, so that GUAYABALES knows the pertinent information of the assignee. PROVENZA will present to GUAYABALES certification that the new assignee complies with the regulations related to money laundering and terrorism prevention.

SECOND PARAGRAPH: The new assignee will be subrogated in all the obligations of this Agreement, even those contracted before the new assignment and that are pending to be fulfilled.

ELEVENTH CLAUSE. ‐ FORCE MAJEURE, FORTUITOUS CASE AND GROUNDS FOR AGREEMENT INTERRUPTION. ‐ THE PARTIES may suspend this Agreement in the event of any situation that may impede the fulfillment of their obligations and be considered (i) force majeure and / or fortuitous event in accordance with the law, or (ii) in the event of any occurrence of the following situations:

 Situation of war, acts of terrorism, incursion of illegal groups, or, or organized armed groups (GAO), or organized criminal groups (GDO), kidnapping or any affectation on the personal integrity of employees or contractors of PROVENZA or GUAYABALES derived from these acts or groups, Outbreak situations, epidemic, or pandemic that prevents the execution of PROVENZA ´s activities.

• Strike, stoppages, or any labor dispute, legal or illegal, riot, social or community uprising, which has the virtue of

• stopping the operations of PROVENZA

• Order of suspension of activities issued by administrative, legislative or judicial authority.

• Fires, earthquakes, floods.

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For this purpose, THE PARTIES will be notified within ten (10) business days after the occurrence of the cause of interruption or of the acts constituting force majeure or fortuitous event, both at the time of their occurrence, and when the cause for interruption, the fortuitous event or force majeure ceases to exist. The term for the fulfillment of the obligations established in the Agreement, will be extended for a term equal to the duration of the cause of interruption, force majeure or fortuitous event, counted from the date on which THE PARTIES have notified each other of the occurrence of the fact. In the event of termination by PROVENZA, there will be no payment of any type of compensation or sum of money for this concept, different from the payments already made and pending and that have been made payable in accordance with this Agreement prior to the communication sent by PROVENZA .

All the obligations that have been caused for the PARTIES before the declaration of the suspension of the Agreement due to fortuitous event or force majeure must be fulfilled.

In the event that the situation that gave rise to the force majeure and / or fortuitous event lasts for up to three (3) months , any of the parties may terminate this Agreement.

TWELFTH CLAUSE. ‐ CONFIDENTIALITY AGREEMENT. ‐ The Parties agree to keep the Agreement and its conditions strictly confidential, from the date of its signature, for the entire term, and for a period of 10 years following its termination. However, PROVENZA will be authorized to disclose the content of this Agreement in application of the rules of the public securities market of the country (ies) in which PROVENZA , its subsidiaries or parent company (s) have accessed directly or indirectly; If the disclosure is to the general public, GUAYABALES will not be obliged to maintain the confidentiality of this Agreement.

THIRTEENTH CLAUSE. ‐ DISPUTE RESOLUTION. The conflicts or differences that may arise in relation to the celebration, interpretation, execution, termination or liquidation of this Agreement, will be subject to the following procedure:

a) DIRECT SETTLEMENT In the first instance, the direct settlement phase will be used, which may not exceed fifteen (15) calendar days; This phase may be promoted by any of the parties, for which the communication sent by one party to the other will suffice; In this phase, the parties will determine the problem and propose the settlement formulas that they consider pertinent. A record signed by the legal representatives of the contracting parties will be drawn up for all this action, and the proposed formulas, the deliberations carried out, will be recorded in said act and the agreements reached, and if not, it will also be recorded that there was no agreement between the parties.

b) CONCILIATION Once the stage of direct settlement has been exhausted without agreement between the parties, in order to overcome the conflict originated, a conciliation will be held before the Medellín Chamber of Commerce for the purpose or reconcile in duly law, with the purpose to resolve the conflict.

c) COMMITMENT In the event that a conciliation agreement is not reached, the arbitration tribunal will be used with the following characteristics:

• The court will decide in Law.

• The court will be made up of one (1) arbitrator, if the controversy is minor, chosen by mutual agreement. In the

• event that the Parties do not agree on the election of the arbitrator within the term of fifteen (15) Business Days counted from the summons of the Court, it will be chosen by the Arbitration and Conciliation Center of the Chamber of Commerce of Medellin.

• The court will be made up of three (3) arbitrators if the controversy is of greater quantity, chosen by mutual

• agreement. In the event that the Parties do not agree on the election of the arbitrators within the term of fifteen (15) Business Days counted from the summons of the court, they will be chosen by the Arbitration and Conciliation Center of the Chamber of Commerce from Medellín

FOURTEENTH CLAUSE. ‐ NOTIFICATIONS: Any communication that the Parties want or should be addressed as a result of this Agreement, by email or certified mail to the following addresses:

MINERALES PROVENZA SAS [ Redacted – Confidential Information]

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Email: [ Redacted – Confidential Information] Email: [ Redacted – Confidential Information] Address: [ Redacted – Confidential Information]

If the respective communication contains a term or condition in favor or against any of the Parties, it will only start counting from the day following that in which the proof of receipt of the certified or electronic mail is evidenced.

FIFTEENTH CLAUSE ‐ LIABILITY: THE PARTIES shall not be liable for lost profits, incidental, indirect, special, consequential or punitive damages, even if they knew or should have known of the possibility of such damages. THE PARTIES shall be liable only for proven contractual or non‐contractual damages, up to an amount that in no case will exceed the total value of the payments contemplated in this Agreement, excluding the NSR payment, and as long as there is a final court decision, declaring the responsibility of any OF THE PARTIES .

SIXTEENTH CLAUSE. ‐ GENERAL:

• 16.1. TAXES AND OTHER EXPENSES. ‐ Each and every one of the taxes and other expenses that result from the execution and legalization of this Agreement will be assumed by each one of the Parties as it corresponds to them according to the law.

• 16.2. MODIFICATION OR AMENDMENT. ‐ Any modification or amendment to this Agreement will not be valid, unless it is made in writing and signed by the Parties .

• 16.3. PARTIAL NULLITY. ‐ The nullity or illegality declared by the competent authority of any of the provisions of this Agreement, will not affect the validity, legality and enforceability of the remaining provisions .

• 16.4. APPLICABLE LAW. ‐ This Agreement, as well as all contracts that are attached to it and / or that modify and / or complement it, will be governed by the laws of Colombia .

• 16.5. REPEAL. ‐ This Agreement contains the only agreement between the Parties on the same purpose and repeals any verbal or written agreement previously entered into between them on the same matter .

• 16.6. COMPLIANCE WITH LEGISLATION ON MONEY LAUNDERING AND OTHERS: The Parties declare and undertake that neither they nor their shareholders or partners and / or their administrators: (i) have been or will be included in the lists of the "Office of Foreign Assets Control" (OFAC) of the United States of America or any other similar, related, complementary or substitute for that (including the Clinton List or " Specially Designated Narcotics Traffickers ", or any list that replaces or replaces it); nor (ii) have participated or will participate in the future in money laundering activities, contraband, counterfeiting of products of any kind, or any other intentional crime typified as such in the Colombian Penal Code. The Parties understand and accept that the permanence of these conditions is a requirement for the continuation of their commercial relationship and that in case of incurring any of these causes, the commercial relationship may be terminated .

SEVENTEENTH CLAUSE. ‐ INDEMNITY : Each of the Parties will hold the other harmless against any and all claims or demands presented by third parties against the other Party, the actions, claims or demands of any nature derived from damages and / or damages caused to properties , natural resources, environment, human health, life or personal integrity of third parties, or of the Parties, their employees, managers, administrators and internal and external advisers, including agents or contractors of each Party, that arise as a direct or indirect consequence of acts, facts or omissions by one of the Parties in the execution of the Agreement.

EIGHTEENTH CLAUSE. ‐ EXECUTIVE TITLE: The PARTIES acknowledge that this Agreement of OPTION of assignment of a Concession, contains clear, express and enforceable obligations, and consequently incorporates executive merit in favor of the contractor fulfilled against the contractor in breach, and whoever had breached this Agreement waives any private requirements, judicial or extrajudicial to constitute a default, that is, the execution may be initiated by the contracting party who has complied or who has entered into compliance with the mere presentation of this document without demanding any other requirement for it.

NINETEENTH CLAUSE ‐ GROUNDS FOR TERMINATION . This Agreement may be terminated, when any of the following causes arise: 1) Mutual agreement. 2) For the unjustified breach of the obligations by the PARTIES that exceeds 90 days after the date of compliance with the respective obligation. 3 ) By the waiver the OPTION that may be exercised at any time, without explanation, at the sole discretion of PROVENZA , only being required to pay any financial recognition which has been made

Page 9 of 38

valid and enforceable prior to the decision waiver of the option and without cause for compensation, penalty, claim, or any type of cash outlay in favor of GUAYABALES and the completion of the respective process of lifting the lien on the CONCESSION within the following ten (10) business days upon completion. Likewise, PROVENZA must deliver, in physical and digital media, to GUAYABALES, whithin thirty (3) business days following the termination of the Agreement, copies of all drilling records, real exploration information, evaluations, metallurgical studies, drilling cores, and other data collected by PROVENZA. 4) when any of the parties is involved in the causes established in the regulation of money laundering and terrorist financing.

TWENTY‐ CLAUSE ‐ EXECUTION . The present Agreement is understood as perfected with the signing of this instrument by the parties accompanied by the authorization of the associates to the legal representative of the [ Redacted – Confidential Information] , and from PROVENZA to their legal representative for the signing of this Agreement. After this, the Agreement Initiation Minutes will be signed, which will include, among others, payment made by PROVENZA in favor of GUAYABALES with its respective support, registration of the lien of the concession in favor of MINERALES PROVENZA , delivery of PTO and current PMA at the time of signing.

In evidence, it is signed in the municipality of Supía on the twenty‐fourth day of June in the year two thousand and twenty (2020).

	By MINERALES PROVENZA SAS (Signed and fingerprinted) NATALIA ANDREA HERNANDEZ ARIAS [Redacted – Confidential Information] Alternate for the Legal Representative	By [Redacted – Confidential Information] (Signed and finger printed) [Redacted – Confidential Information] Legal representative

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ADDENDUM No. 01 TO THE OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17 signed between [ Redacted – Confidential Information] and MINERALES PROVENZA SAS

Between the undersigned, namely, NATALIA ANDREA HERNANDEZ ARIAS , identified as it appears at the bottom of her signature, acting in her capacity as the first alternate of the legal representative of MINERALES PROVENZA SAS , (hereinafter " PROVENZA "), in accordance with the attached certificate of existence and representation; and on the other, [ Redacted – Confidential Information] , identified as appears at the bottom of his signature, acting in his capacity as legal representative of [ Redacted – Confidential Information] (hereinafter " GUAYABALES "), duly empowered by the associates and in accordance with the certificate of existence and representation; We have agreed to subscribe this addendum No 01 to the OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17, signed by the parties on June 24, 2020, which will be governed by the following clauses:

FIRST CLAUSE: Modify the date on which MINERALES PROVENZA must make the first payment indicated in the “Sixth Clause ‐ Payments” of the OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17 n favor of GUAYABALES and it will read as follows:

“ Sixth Clause ‐ Payments: The payments that GUAYABALES will receive from PROVENZA for the concept of this contract, the OPTION and eventual transfer of ownership of the CONCESSION , will be made as follows:

6.1. Phase 1: Total value of Phase 1 is TWO MILLION DOLLARS OF THE UNITED STATES OF AMERICA (USD $ 2,000,000), payable as follows:

No Fee		Enforceability	Value
1		July 17, 2020	US $ 350,000 "

SECOND CLAUSE: Modify the content of the "Twentieth Clause ‐ Execution" of the OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17, in favor of GUAYABALES, which will read as follows:

"Twentieth Clause ‐ Execution": This Contract is understood to be perfected with the signing of this instrument by the parties accompanied by the authorization of the associates to the legal representative of the Guayabales Mining Association; by PROVENZA to their legal representative for the subscription of this contract; After that, the Contract Initiation Minutes will be signed which will include, among others, payment made by PROVENZA in favor of GUAYABALES with its respective support, registration of the lien of the concession in favor of MINERALES PROVENZA , delivery of PTO and PMA in force at the time of signature, all attachments will become an integral part of the contract.

THIRD CLAUSE: The other clauses of the Main Contract are not modified and remain in force until their termination.

FOURTH CLAUSE. For the legalization of this Addendum No 01, the signature of the parties is required.

For the record, it is signed in Supía on the nine (9) day of the month of July 2020 and it will be printed in two copies of the same evidentiary content and value.

	By MINERALES PROVENZA SAS (Signed) NATALIA ANDREA HERNANDEZ ARIAS CC [Redacted – Confidential Information] Substitute legal representative	By [Redacted – Confidential Information] (Signed) [Redacted – Confidential Information] [Redacted – Confidential Information] Legal representative

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ADDENDUM No. 02 TO THE OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17 signed between [ Redacted – Confidential Information] and MINERALES PROVENZA SAS

Between the undersigned, namely, NATALIA ANDREA HERNANDEZ ARIAS, identified as it appears at the bottom of her signature, acting in her capacity as legal representative of MINERALES PROVENZA SAS , (hereinafter " PROVENZA "), in accordance with the attached certificate of existence and representation; and on the other, [ Redacted – Confidential Information] , identified as appears at the bottom of his signature, acting in his capacity as legal representative of [ Redacted – Confidential Information] (hereinafter " GUAYABALES "), duly empowered by the associates and in accordance with the attached certificate of existence and representation; We have agreed to subscribe this Addendum No 02 to the OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17 , signed by the parties on June 24, 2020, which will be governed by the following clauses:

FIRST CLAUSE: Modify the date on which MINERALES PROVENZA must make the first payment indicated in the “Sixth Clause ‐ Payments” of the OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17 in favor of GUAYABALES and it will read as follows:

“Sixth Clause ‐ Payments: The payments that GUAYABALES will receive from PROVENZA for the concept of this contract, the OPTION and eventual transfer of ownership of the CONCESSION , will be made as follows:

6.1. Phase 1: Total value of Phase 1 is TWO MILLION DOLLARS OF THE UNITED STATES OF AMERICA (USD $ 2,000,000), payable as follows:

No Fee		Enforceability	Value
1		July 21, 2020	US $ 350,000 "

SECOND CLAUSE: The other clauses of the Main Contract are not modified and remain in force until their termination.

THIRD CLAUSE: For the legalization of this Addendum No 01, the signature of the parties is required.

For the record, it is signed in Supía on the sixteenth (16) day of the month of July 2020 and will be printed in two copies of the same content and evidentiary value.

	By MINERALES PROVENZA SAS (Signed) NATALIA A. HERNANDEZ ARIAS CC [Redacted – Confidential Information] Alternate legal representative	By [Redacted – Confidential Information] (Signed) [Redacted – Confidential Information] [Redacted – Confidential Information] Legal representative

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ADDENDUM No. 03 CLARIFYING THE OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17 signed between [ Redacted – Confidential Information] and MINERALES PROVENZA SAS

Between the undersigned, namely, NATALIA ANDREA HERNANDEZ ARIAS, identified as it appears at the bottom of her signature, acting in her capacity as legal representative of COLLECTIVE MINING (BERMUDA) LTD SUCURSAL COLOMBIA , (hereinafter "COLLECTIVE MINING"), in accordance with the attached certificate of existence and representation; and on the other, [ Redacted – Confidential Information] identified as appears at the bottom of his signature, acting in his capacity as legal representative of [ Redacted – Confidential Information] (hereinafter " GUAYABALES "), duly empowered by the associates and in accordance with the attached certificate of existence and representation; We have agreed to subscribe this Addendum No 03 to the OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17 , signed by the parties on June 24, 2020, which will be governed by the following clauses:

FIRST CLAUSE: The parties have identified that the attachments indicated in the OPTION AGREEMENT TO ASSIGN CONCESSION CONTRACT LH0071‐17 and some of them executed on July 21[st] , 2020 are wrongly numbered, reason why they will be numbered in accordance with the Agreement and executed again, as follows:

Assignment of the Concession	Attachment 1	(pending signature in accordance with the contractual phase)
Irrevocable mandate	Attachment 1A	(pending signature in accordance with the contractual phase)
Assignment notice	Attachment 1B	(pending signature in accordance with the contractual phase)PH:
Draft Assignment Agreement	Attachment 1C	(pending signature in accordance with the contractual phase)
Exploitation conditions	Attachment 2	(signed)
Corporate restructuring	Attachment 3	(pending agreement)
Exploration conditions	Attachment 4	(signed)
NSR Conditions	Attachment 5	(pending agreement)
Lien on the Concession	Attachment 6	(Signed)

FIRST PARAGRAPH: Attachment 6 corresponding to the Lien on the Concession is numbered and executed correctly, reason why it does not require amendment.

SECOND CLAUSE: The other clauses of the Main Contract are not modified and remain in force until their termination.

THIRD CLAUSE: For the legalization of this Clarifying Addendum No 03, and the corresponding attachment the signature of the parties is required.

For the record, it is signed in Supía on the twenty fifth (25) day of the month of february 2021 and will be printed in two copies of the same content and evidentiary value.

	By MINERALES PROVENZA SAS (Signed) NATALIA A. HERNANDEZ ARIAS CC [Redacted – Confidential Information] Substitute legal representative	By [Redacted – Confidential Information] (Signed) [Redacted – Confidential Information] [Redacted – Confidential Information] Legal representative

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ATTACHMENT 1 ‐ ASSIGNMENT OF THE CONCESSION OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17

At COLLECTIVE MINING´S option , the CONCESSION may be assigned by the assignment of the concession contract under the terms of Law 685 of 2001 (or the law that subrogates or replaces it).

1. ASSIGNMENT OF THE CONCESSION CONTRACT ‐ LAW 685 OF 2001

2. 1.1. By virtue of what is described in the eighth clause OBLIGATIONS ‐ GUAYABALES of the option agreement to assign signed by the parties, GUAYABALES as the owner, will be responsible for administering and addressing the obligations arising from the concession before the competent authorities.

For this purpose, within the month following the signing of the contract initiation minute, a technical‐legal Board will be created and regulated, which will be recorded in an additional minute signed by the parties. Therefore, the powers granted by GUAYABALES to COLLECTIVE MINING through IRREVOCABLE MANDATE will be subscribed once PROVENZA exercises the OPTION referred to in the contract and the ASSIGNMENT is perfected.

• 1.2. Within three (3) business days following the notification of the OPTION in the modality of assignment of the concession by COLLECTIVE MINING , GUAYABALES will present the assignment notice to the mining authority (in accordance with the DRAFT NOTICE OF ASSIGNMENT), together with the concession assignment contract (in accordance with the DRAFT ASSIGNMENT AGREEMENT).

• 1.3. GUAYABALES will deliver to COLLECTIVE MINING a copy of the transfer documents with the proof of filing with the mining authority.

• 1.4. COLLECTIVE MINING will provide GUAYABALES with the information necessary to support the economic capacity in accordance with the current resolution.

• TRANSFER OF COMPANY SHARES

• 2.1. Once GUAYABALES restructures, and COLLECTIVE MINING exercises the OPTION, GUAYABALES will proceed to carry out the spinoff process regarding the CONCESSION object of the contract in favor of COLLECTIVE MINING, within the following 20 business days.

As a constance, this is signed, in Supía on the twenty fifth (25[th] ) day of February, 2020 and will be printed inin two (2) originals with identical content and evidence value.

	By COLLECTIVE MINING (BERMUDA) SUCURSAL COLOMBIA NATALIA ANDREA HERNANDEZ ARIAS CC [Redacted – Confidential Information] Alternate legal representative	By [Redacted – Confidential Information] [Redacted – Confidential Information] DC Legal representative

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ATTACHMENT 1A OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17

By virtue of what is described in the eighth clause, numerals 8.2.3. and 8.2.7 of the option agreement to assign mining concession contract LH0071‐17, GUAYABALES as the owner, will be responsible for administering and meeting the obligations arising from the concession before the competent authorities, for which the parties agreed upon the need to create a technical board that defines the procedure for this purpose. Therefore, the powers granted by this mandate to COLLECTIVE MINING will only be granted until this company exercises THE OPTION, at which time the following irrevocable mandate will be signed.

IRREVOCABLE MANDATE

Between: (i) , [ Redacted – Confidential Information] duly organized and existing under the laws of the Republic of Colombia, represented in this act by its legal representative, [ Redacted – Confidential Information] , of legal age, identified as appears at the bottom of his signature ( hereinafter the " Principal "); and (ii) COLLECTIVE MINING (BERMUDA) LTD SUCURSAL COLOMBIA, duly organized and existing under the laws of the Republic of Colombia, represented in this act by its legal representative NATALIA ANDREA , of legal age, identified as appears at the bottom of his signature (hereinafter the “ AGENT ”).

The PRINCIPAL and the AGENT will hereinafter be referred to individually or jointly as the Party or Parties, hereby we have entered into this MANDATE AGREEMENT ("The MANDATE") which is governed by the following clauses:

FIRST: PURPOSE. In development of this MANDATE, the AGENT will carry out the following assignments with respect to the Concession Contract LH0071‐17 , (the “CONCESSION”), by himself or through an attorney‐in‐fact specially appointed for the purpose, as he deems appropriate or as required by the applicable regulations for each specific case, in the name and on behalf of the PRINCIPAL:

(i) Represent the PRINCIPAL in all communications, actions, proceedings and procedures related to the maintenance, execution, modification, requests or any other procedure related to the CONCESSION and the fulfillment of obligations derived from it;

(ii) Request and withdraw copies from the mining record and from the records of licenses, permits, authorizations, concessions and / or environmental records or any other order that is in any way related to the CONCESSION;

(iii) Be notified of decisions issued within the procedures carried out by mining authorities, environmental authorities and by any other national, departmental or municipal authority in relation to the CONCESSION;

(iv) Present appeals, requests for direct overturnings or carry out any other type of action that it considers pertinent in defense of the interests of the PRINCIPAL in the development of any of the procedures described in this MANDATE, before any competent authority of the national, regional or local order.;

(v) Respond to the requirements made by the mining, environmental authority or any other competent national, regional or local authority and, in general, carry out all the necessary actions to keep up to date the environmental, mining and any other obligations derived from the CONCESSION;

(vi) Request extensions or the granting of any legal, technical or any other type of benefit for the PRINCIPAL in relation to the CONCESSION;

(vii) Submit, in accordance with article 22 of the Colombian Mining Code, Law 685 of 2001, article 23 of 1955 of 2019 and current legislation, the relevant notice to the competent mining authority, on the assignment of the CONCESSION in the event that the PRINCIPAL does not comply to do so;

In general, all the actions necessary to maintain the CONCESSION.

SECOND. PRINCIPAL'S OBLIGATIONS. The PRINCIPAL is obliged in favor of the AGENT to:

(i) Provide timely information and documents necessary to carry out the activities that are the purpose of the MANDATE. (ii) Collaborate with the AGENT, in all that is within his power, for the complete execution of the purpose of the MANDATE. (iii) The others established in the Law, and in particular in CHAPTERS I, II and III of TITLE XIII, of Book IV of the Colombian Commercial Code.

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THIRD. OBLIGATIONS OF THE AGENT . The AGENT is obliged to: to comply with the obligations established in the Law, and in particular in CHAPTERS I, II and III of TITLE XIII, of Book IV of the Colombian Commercial Code.

FOURTH. AUTHORIZATION TO ACT AS A COUNTERPARTY . THE PRINCIPAL expressly authorizes the AGENT, to act as his counterpart, including, but not limited to, giving notice of assignment and acting as assignee of the CONCESSION and / or as assignor as the case may be, as established in articles 1274 and following of the Colombian Commercial Code.

FIFTH. TERM . This MANDATE shall be valid indefinitely from the date of its subscription.

For proof of the above, this Minute is signed, in Supía on the twenty fifth day (25) of February, 2021 and will be printed in two (2) originals of the same content and evidence value.

	THE MANDATARY By MINERALES PROVENZA SAS NATALIA ANDREA HERNANDEZ ARIAS [Redacted – Confidential Information] Alternate legal representative	THE PRINCIPAL By [Redacted – Confidential Information] [Redacted – Confidential Information] Legal representative

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ATTACHMENT 1B ‐ NOTICE OF ASSIGNMENT OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17

Sirs

NATIONAL MINING AGENCY

E. S. D.

Reference: Assignment Notice of Mining concession contract LH0071‐17

[ Redacted – Confidential Information] , Identified with Nit. Redacted – Confidential Information] , legally represented by [ Redacted – Confidential Information] , person, of legal age, neighbor and resident of the city of Marmato‐Caldas, identified with the citizenship card No. acting as the holder of the reference mining concession contract, giving compliance with the provisions of Article 22 Mining Code and article 23 of Law 1955 of 2019 and the regulations that complement and subrogate it, I allow myself to give written notice to your Office, that it is my intention to assign the mining concession contract of the reference to MINEROS COLLECTIVE MINING SAS , identified with NIT. [ Redacted – Confidential Information] company incorporated in accordance with the laws of the Republic of Colombia.

I also enclose the negotiation document of the corresponding assignment of rights, together with a certificate of existence and legal representation of the assignor and the assignee.

The undersigned will receive notifications in the email [ Redacted – Confidential Information] or in the Secretary of his Office.

Cordially,

For proof of the above, this Minute is signed, in Supía ‐ Caldas at ________, in two (2) originals.

By [ Redacted – Confidential Information] [ Redacted – Confidential Information] DC Legal representative

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ATTACHMENT 1C DRAFT ASSIGNMENT AGREEMENT OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17

This ASSIGNMENT OF THE MINING CONCESSION CONTRACT (hereinafter, the "Assignment" ) is entered into between:

(i) [ Redacted – Confidential Information] , Identified with Nit[ Redacted – Confidential Information] duly organized and existing under the laws of the Republic of Colombia, represented in this act by its legal representative [ Redacted – Confidential Information] , person, of legal age, neighbor and resident of the city of Marmato‐Caldas, identified as appears at the bottom of his signature (hereinafter the " Assignor "); and (ii) MINEROS COLLECTIVE MINING SAS ., identified with NIT. [ Redacted – Confidential Information] , duly organized and existing under the laws of the Republic of Colombia, represented in this act by its alternate legal representative NATALIA A. HERNANDEZ ARIAS, of legal age, identified as it appears at the bottom of her signature (hereinafter the " Assignee "). For the purposes of this Assignment, the Assignor and the Assignee are sometimes jointly identified as the " Parties " and individually as the " Party ".

BACKGROUND

• A. That the Assignor is the holder of the mining concession contract LH0071‐17 for the exploitation of a Gold deposit, in an area of 247,9012 HA, located in the municipalities of Supía and Marmato, Department of Caldas, registered with the National Mining Registry on March 28, 2008 (hereinafter the " Concession Agreement ").

• B. That upon signing this Assignment and in compliance with the provisions of Article 22 Mining Code and Article 23 of Law 1955 of 2019, the Assignor will proceed to inform, together with the notice or request to the mining authority, of its intention to assign the Concession Contract, for which the present document will be attached.

THEREFORE, the Parties agree to the following:

FIRST: purpose. ‐ By virtue of this Assignment, the Assignor, assigns to the Assignee, and the Assignee accepts, all the rights and obligations derived from the Mining Concession Contract LH0071‐17 for the exploitation of a Gold deposit, in an area of 247,9012 HA, located in the municipalities of Supía and Marmato, Department of Caldas.

SECOND: Notice and Negotiation of Assignment of Rights and Obligations. ‐ In accordance with article 22 of the Mining Code of Colombia, and article 23 of Law 1955 of 2019, the Assignor will submit to the mining authority, the notice or request together with the Assignment contained in this contract, stating the intention to assign the Mining Concession Contract LH0071‐17

THIRD: Payments. ‐ The Assignee paid the corresponding agreed value which the Assignor declares to have received to satisfaction.

FOURTH: Additional obligations. ‐ The Assignor by means of this document undertakes and commits to carry out all the necessary actions and to sign all the documents, memorials, requests, and authorizations that may be necessary or whose demand is reasonable to carry out and complete the assignment contemplated herein.

FIFTH ‐ Subrogation of Obligations . ‐ By virtue of the total Assignment that is made through this contract, THE ASSIGNEE will be subrogated in all the obligations emanating from the Mining Concession Contract subject of the assignment, even those contracted before the assignment and that are pending fulfillment.

SIXTH ‐ Correction. ‐ The Assignor guarantees that the assignment of the Concession Contract and the Concession Contract are free of any type of charge or encumbrance and that it will only be subject to the condition of not being objected by the competent Mining Authority in accordance with the provisions of the Article 22 of Law 685 of 2001.

SEVENTH ‐ Modification or amendment. ‐ Any modification or amendment of the Assignment will not be valid, nor will it have effect unless it is made in writing and signed by the Parties.

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As constance, this is signed, in Supía ‐ Caldas on ________, in two (2) originals.

	By COLLECTIVE MINING (BERMUDA) LTD SUCURSAL COLOMBIA NATALIA ANDREA HERNANDEZ ARIAS CC [Redacted – Confidential Information] Alternate legal representative	By [Redacted – Confidential Information] [Redacted – Confidential Information] [Redacted – Confidential Information] Legal representative

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ATTACHMENT 2 ‐ EXPLOITATION CONDITIONS OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17

1. DESCRIPTION OF THE EXPLOITATION AREA

==> picture [173 x 122] intentionally omitted <==

The Exploitation Area is located in the municipality of [Marmato] and Supía, Department of Caldas, within the area of the mining concession contract LH‐0071‐17 and includes the area defined in the Attachment A – Map

The parts of the border from where the 100 meters are outside of the delimitated area in the Attachment – Map will be considered unauthorized and will be considered a breach of the contract. Therefore, GUAYABALES will not be able to increase the exploitation area without the prior authorization of COLLECTIVE MINING.

GUAYABALES may only exploit up to one hundred and thirty (130) tons per day once the mining and environmental authority issue the resolutions approving the amendment of the PTO and the corresponding environmental license.

2. EXPLOITATION PROGRAM

GUAYABALES will have complete technical and economic autonomy to structure its exploitation program in the CONCESSION area defined in the Attachment – Map.

3. WORKS AND WORKS PROGRAM ‐ PTO

The PTO corresponding to the exploitation work authorized for GUAYABALES was prepared by the Caldas Mining Delegation Unit and accepted by GUAYABALES through communication dated May 8, 2005, The PTO is an integral part of this contract. This PTO is in process of amendment.

COLLECTIVE MINING is aware of the fact that GUAYABALES has been preparing a new PTO even before the execution of this agreement. Therefore GUAYABALES may only perform labors within the area limited in the Attachment – Map and up to 100 meters outside of this area and may only process 130 tons per day, provided the authorization resolutions have been issued by the corresponding authorities.

Any amendment request, different from that corresponding to the area of exploitation in the Attachment– Map or any quantity above 130 tons per day will require authorization from COLLECTIVE MINING.

4. ENVIRONMENTAL LICENSE

The Environmental management plan corresponding to the exploitation work authorized to GUAYABALES was imposed by the Environmental Authority through Resolution No. [0202 of 2007]. This environmental license is in the process of amendment.

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Any request for modification to the environmental license different from that corresponding to the area of exploitation of Attachment – Map or in an amount over 130 tons per day will require express authorization from COLLECTIVE MINING.

1. OBLIGATIONS OF GUAYABALES RELATED TO THE EXPLOITATION

2. 5.1. Assume the cost of the economic obligations established in the CONCESSION (royalties, additional considerations, insurance policies, inspection visits, among others) and the obligations contained in the environmental license.

3. 5.2. To be the only contact and communication channel with the Mining and Environmental Authorities, in everything related to the technical, mining, economic, legal, social and environmental aspects of the operations related to the Exploitation Area. COLLECTIVE MINING may request at any time to accompany the contact and communication activities with the authorities.

4. 5.3. Assume the cost of the design, implementation and approval of the PTO and the corresponding environmental license.

5. 5.4. Deliver to COLLECTIVE MINING information related to technical, geological, environmental and mining issues of the Exploitation Area, especially the following: a. Geological, geotechnical, hydrogeological and mining information related to the Exploitation Area; b. The mining plan and the PTO; c. Environmental license; Inventories of infrastructure or equipment associated with the Exploitation Area. Likewise, to allow COLLECTIVE MINING to enter the surface and underground Exploitation Area to carry out Exploration activities. COLLECTIVE MINING will share the geological information collected with GUAYABALES .

6. 5.5. Assume the operational, environmental, economic, legal, administrative, labor, industrial safety and occupational health obligations and responsibilities associated with the execution of the exploitation activities derived from the CONCESSION.

7. 5.6. Know the Exploitation Area and accept its mining and environmental conditions (in the field, as well as those defined by the Mining and Environmental Authority) relevant for the execution and fulfillment of the obligations under its charge, as well as accepting and assuming that the mining conditions and environmental conditions of the Exploitation Area may vary. The mining and environmental conditions of the Exploitation Area relevant to the execution and fulfillment of GUAYABALES 'obligations include all those conditions related, derived from or associated with: (a) the area of execution of its obligations; (b) the general and local conditions of the area defined in this document for the OPERATION included in the CONCESSION; (c) the geological, geotechnical, geopolitical, hydrological conditions and the possibility of gas fields in the Collaboration Area; (d) the conditions of transport, access routes and communication routes; (e) disposition of goods and storage of materials; (f) availability of labor; (g) access to electricity and water; (h) public order and security situation; (i) quality and quantity of the materials to be used and their availability in the area; as well as, (j) the characteristics of the equipment and tools, which in some way may be required in the execution of this Contract. Therefore, GUAYABALES declares that COLLECTIVE MINING will not have any responsibility related to the aforementioned mining and environmental conditions of the Exploitation Area, nor related to their changes.

8. 5.7. Carry out all the mining work necessary for the extraction (including all preventive and corrective maintenance of all the roads that pass through the Exploitation Area, as well as the other mining facilities), in accordance with the PTO and the related environmental license to exploitation.

9. 5.8. Finance and obtain the economic resources, goods, elements, personnel and work tools required for the correct and efficient exploitation of the Exploitation Area.

10. 5.9. To seek and give priority to the hiring of direct personnel from the CONCESSION's area of influence and also to ensure that indirect personnel are hired from the same area, as well as to give priority to the acquisition of goods and services from the CONCESSION's area of influence .

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• 5.10. Anticipate and assume, independently, all the costs and expenses associated with the obligations in charge, especially those related to personnel (for example: salaries, social benefits, contributions to the comprehensive social security system and compensation, delivery of endowments to its personnel, industrial and mining safety, and health at work), materials, equipment, supplies, infrastructure, public services in the Exploitation Area, possible stand‐by due to rain or other internal conditions, among others.

• 5.11. Respond for the strict compliance with its legal and contractual obligations that it has with its suppliers, contractors, employees and third parties, as well as respond for the damages that it generates on the occasion of a breach of the mining plan, the PTO, and the Environmental License related to the EXPLOITATION activity within the area defined in this document.

• 5.12. Allow the Mining and Environmental Authorities, as well as any other legal entity of public or private law that has the legal power to do so, to enter the Exploitation Area and carry out the inspections they require, as well as advise and assist COLLECTIVE MINING in the inspections that any of those entities or legal persons of public or private law carry out.

• 5.13. Inform, ensure and take care that mining invasions are not generated in the Exploitation Area or, in general, in the CONCESSION area , informing COLLECTIVE MINING immediately that it is aware that any activity of this nature is being or will be carried out, not much less to sponsor their generation. Bring the different judicial, administrative and police actions to counteract said invasions.

• 5.14. Prepare an inventory of the assets destined for the exploration area mining work, submit it to COLLECTIVE MINING within the month following the date of signing the Contract and update it when COLLECTIVE MINING requests it.

• 5.15. Present supporting documents for the use of explosives in accordance with the Law.

GUAYABALES will hold COLLECTIVE MINING harmless from any and all claims or demands that third parties present against GUAYABALES , actions, claims or demands of any nature derived from damages and / or damages caused to properties, natural resources, environment, human health, to the life or personal integrity of third parties, their employees, directors, administrators and internal and external advisers, including agents or contractors of GUAYABALES , arising as a direct or indirect consequence of acts, facts or omissions on the part of GUAYABALES in the execution of the Contract.

• 5.16. The income or expenses generated by the exploitation will be the property of GUAYABALES . However, once the OPTION is exercised , the parties will define the accounting and financial structuring so that GUAYABALES can continue to assume the costs of the exploitation, as well as receive the corresponding benefits, considering that COLLECTIVE MINING will be the owner of the CONCESSION , and GUAYABALES will have the quality of operator.

6. CONFLICT BETWEEN THE OPERATION AND THE CONSTRUCTION AND ASSEMBLY STAGE

GUAYABALES will carry out gradual dismantling of the exploitation activity and will completely stop it, once COLLECTIVE MINING has paid 60% of the total value of this contract or, until COMMERCIAL PRODUCTION is reached, or until there is a technical conflict. , physical and / or health and safety at work, duly verified; with the construction and assembly work by COLLECTIVE MINING, whichever occurs first, which must be reported according to the process and term indicated in the MINING CONCESSION CONTRACT ASSIGNMENT OPTION CONTRACT LH0071‐17.

For proof of the foregoing, this Minute is signed, in Supía ‐ Caldas on the twenty‐fifth (25) day of the month of February 2021, and will be printed in two copies of equal content and evidence value.

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By COLLECTIVE MINING (BERMUDA) LTD SUCURSAL COLOMBIA (Signed) NATALIA ANDREA HERNANDEZ ARIAS C.C. [Redacted – Confidential Information] Alternate Legal Representative	By [Redacted – Confidential Information] (Signed) [Redacted – Confidential Information] [Redacted – Confidential Information] Legal representative

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ATTACHMENT 4 ‐ EXPLORATION CONDITIONS OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17

DESCRIPTION OF THE EXPLORATION AREA

The EXPLORATION Area is located in the municipality of [Marmato] and Supía, Department of Caldas, within the area of the mining concession contract LH‐0071‐17 and includes the mine currently exploited by GUAYABALES.

EXPLORATION PROGRAM

COLLECTIVE MINING will have complete technical and economic autonomy to structure its exploration program in the CONCESSION area.

ENVIRONMENTAL LICENSE

If required in accordance with applicable law, GUAYABALES will contribute to the execution of any modification activity that is required on the environmental license for the purpose of carrying out exploration activities. COLLECTIVE MINING will assume the cost and the development of the activities required for this purpose.

COLLECTIVE MINING OBLIGATIONS IN EXPLORATION

Assume the cost of the economic obligations derived from exploration activities, as well as the obligations contained in the environmental license.

Assume the operational, environmental, economic, legal, administrative, labor, industrial safety and occupational health obligations and responsibilities associated with the execution of exploration activities.

Carry out all the mining exploration tasks necessary for geological knowledge.

Finance and obtain the economic resources, goods, elements, personnel and work tools required for the correct and efficient exploration in the Exploration Area.

To seek and give priority to the hiring of direct personnel from the CONCESSION's area of influence and also to ensure that indirect personnel are hired from the same area, as well as to give priority to the acquisition of goods and services from the CONCESSION's area of influence .

Anticipate and assume, independently, all the costs and expenses associated with the obligations in its responsibility, especially those related to personnel (for example: salaries, social benefits, contributions to the comprehensive social security system and compensation, delivery of endowments to its personnel, industrial and mining safety, and health at work), materials, equipment, supplies, infrastructure, public services in the Exploration Area, possible stand‐by due to rain or other internal conditions, among others.

Respond for the strict compliance with its legal and contractual obligations that it has with its suppliers, contractors, employees and third parties, as well as respond for the damages that it generates on the occasion of a breach of the law or the Environmental License in the framework of the activities of exploration.

Allow the Mining and Environmental Authorities, as well as any other legal entity under public or private law that has the legal power to do so, to enter the Exploration Area and carry out the inspections they require.

Report, ensure and oversee that mining invasions are not generated in the Exploitation Area or, in general, in the CONCESSION area , informing GUAYABALES immediately when they have knowledge that any activity of this nature is being carried out or will be carried out, much less sponsoring their generation.

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COLLECTIVE MINING will hold GUAYABALES harmless from any and all claims or demands that third parties present against COLLECTIVE MINING , actions, claims or demands of any nature derived from damages and / or damages caused to properties, natural resources, environment, human health, to the life or personal integrity of third parties, their employees, directors, administrators and internal and external advisers, including COLLECTIVE MINING agents or contractors , arising as a direct or indirect consequence of acts, facts or omissions on the part of COLLECTIVE MINING in the execution of the Contract.

For proof of the foregoing, this Minute is signed, in Supía ‐ Caldas on the twenty‐fifth (25) day of the month of February 2020, in two copies of the same content and evidence value.

	By COLLECTIVE MINING (BERMUDA) LTD SUCURSAL COLOMBIA (Signed) NATALIA ANDREA HERNANDEZ ARIAS CC [Redacted – Confidential Information] Alternate Legal representative	By [Redacted – Confidential Information] (Signed) [Redacted – Confidential Information] CC [Redacted – Confidential Information] Legal representative

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ATTACHMENT 5 ‐ CONDITIONS OF THE NSR

In the event that COLLECTIVE chooses the NSR payment method, the corresponding royalty will be subject to the terms and conditions of this attachment.

1. NET SMELTER RETURN ROYALTY (NSR)

• 1% of the NSR calculated in quarterly calendar periods, based on COMMERCIAL PRODUCTION.

• NET SMELTER RETURN (NSR)

NSR = GROSS INCOME ‐ ALLOWED DEDUCTIONS

1. EXERCISE OF THE OPTION AS A RESULT OF THE NSR AND SUBSCRIPTION OF THE CONTRACT.

Upon arrival of COMMERCIAL PRODUCTION, GUAYABALES must transfer the remaining 10% of the PROPERTY to COLLECTIVE, or the percentage pending transfer, if COLLECTIVE has been making the advances of phase 3. For this purpose, together with the OPTION exercise letter , COLLECTIVE will deliver to GUAYABALES two (2) originals of the NSR Contract that is part of this attachment, duly signed by its legal representative. GUAYABALES must deliver to COLLECTIVE, within ten (10) business days, one (1) original duly signed by its legal representative.

4. ROYALTY PAYMENT

The royalty will be paid no later than within the month following the calendar quarter for which the royalty is being calculated. COLLECTIVE will have the right to charge to the payment of the royalty the advances made to GUAYABALES during phase 3.

5. REPLACEMENT OF THE ROYALTY

COLLECTIVE may at any time substitute the royalty for a one‐time payment of EIGHT MILLION UNITED STATES DOLLARS (USD $ 8,000,000) payable within the month following the moment the OPTION is exercised.

6. VALIDITY OF THE ROYALTY

COLLECTIVE will pay GUAYABALES the royalty during the term of the CONCESSION.

7. NSR CONTRACT MODEL

“Royalties Agreement on Net Smelter Return ‐ NSR Among:

i) COLLECTIVE MINING (BERMUDA) LTD SUCURSAL COLOMBIA, a company duly constituted and existing under the laws of Colombia identified with, tax identification number, ([ Redacted – Confidential Information] ), here represented by its legal representative (s) NATALIA ANDREA HERNANDEZ ARIAS, identified with Citizenship ID No. [ Redacted – Confidential Information] (the “Grantor”), and;

ii) [ Redacted – Confidential Information] , a company duly constituted and existing under the laws of Colombia, identified with tax identification number, ([ Redacted – Confidential Information] ) here represented by its legal representative, [ Redacted – Confidential Information] , identified with citizenship card No. [ Redacted – Confidential Information] ("GUAYABALES" and / or the "Royalty Holder");

We have agreed to sign this royalty agreement on net smelter return ‐ NSR (hereinafter the “Royalties Agreement”) which is governed by the following clauses:

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ARTICLE 1:

INTERPRETATION

1.1. Definitions:

“Affiliate” means, with respect to any person, any other person who, directly or indirectly, Controls, is Controlled by or is under common Control with such person ;

"Control" means: when applied to the relationship between a Person and a company, the effective ownership of said Person, at the relevant time, of the shares of said company that carry more than 50% of the voting rights normally held may exercise at meetings of shareholders of said company or possess sufficient rights to elect a majority of the directors of said company, or the ability of said Person to otherwise elect or appoint a majority of the directors of said company or influence your vote through any contract, understanding or other agreement; and when applied to the relationship between a Person and an association, joint venture or other Person, the beneficial ownership of said Person, at the relevant time, of more than 50% of the property rights of the association, joint venture or other Person in circumstances in which such Person can reasonably be expected to have the ability to direct the affairs of such association, joint venture or other Person;

“Option Contract” means the OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17 signed on June 24, 2020, between GUAYABALES and the Grantor.

"Allowable Deductions" means within a calendar quarter period, the following costs, charges, deductions and expenses paid, incurred or considered incurred by the Grantor in connection with the smelting, refining, benefit, and / or sale of the Products, in each cases determined without duplication, including:

(i) All smelting and refining costs, and smelter or refinery treatment and charges including, but not limited to, testing, analysis, sampling or representation, arbitrator charges, metal deductions and losses, impurity penalties and charges for treatment, refining, benefit associated with smelting, storage and handling.

(ii) All transportation costs (cargo, freight, insurance, security, storage, transportation, shipping, taxes, handling, port charges, delays and delays) incurred for reason or on the occasion of transportation, from the mill to a smelter or facility refining;

• (iii) Sales, use, special taxes, taxes, fees or contributions, ad valorem, or any other taxes, customs duties or other charges of any Government Entity including royalties payable with respect to the existence, production, removal, sale, processing, import, export, transportation, or disposal, value or quantity of the product, excluding COLLECTIVE income taxes. Private royalties that may be committed to a third party other than the State, not recognized in the agreement signed between the parties, are excluded.

• (iv) Marketing and other costs and sales fees incurred in the sale of the Products, including sales commissions, insurance, consignment, agency, fees and costs, brokerage fees with respect to the PRODUCT, which must be defined in terms of market equality.

Always in the event that the Products are melted or refined in a facility wholly or partially owned by the Grantor or an Affiliate of the Grantor, the Allowable Deductions must obey market conditions for comparable services by an independent third Person;

"Business Day" means a day that is not Saturday, Sunday or any other day that is a legal holiday in Colombia, South America.

To "dispose" in relation to any interest, right or property means, directly or indirectly in any way, to sell, transfer, transmit, assign, create a guarantee, declare a trustee of or part with the benefit of or otherwise dispose of it or of any interest (legal

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or indirect) in it or any part thereof, including, without limitation, in relation to the Royalty Holder's right in the Royalty; and the term "Disposition" will have a similar meaning;

"Government Entity" means (a) any department, central bank, court, tribunal, arbitration body, commission, board, office or agency, at the multinational, federal, provincial, state, regional, municipal, local or other governmental or public level, national or foreign, (b) any subdivision, agent, commission, board or authority of any of the foregoing, (c) any quasi‐ governmental or private body, including any court, commission, regulatory agency or self‐regulatory organization, that exercises regulatory authority , expropriating or taxing under or on behalf of any of the foregoing, or (d) any stock exchange;

“Gross Income” means, within a calendar quarter period, (i) the income received by the Grantor from the Sale (or disposal) of the Property's Products, whether processed inside or outside the Property.

"Law" or "Laws" means all laws, local regulations, statutes, rules, regulations, principles of law and equity, orders, resolutions, ordinances, judgments, mandates, determinations, awards, decrees or other requirements, whether national or foreigners, and the terms and conditions of any grant of approval, permission, authority or license of any Government Entity or self‐ regulatory authority (including, where applicable, any applicable stock exchange), and the term “applicable” with respect to said laws and in a context that refers to one or more persons, means the laws that are applicable to said person or his business, company, property or securities and emanate from a person who has jurisdiction over the person or persons or his or their business, company, property or securities;

"Parties" means the parties to this Royalty Agreement and "Party" means any of them;

"Loss" means an insurable risk of or damage to the Products, whether or not it occurs inside or outside the Property and whether or not the Products are in the Grantor's possession;

"Person" means an individual, an association, a company, a Government Entity, a trustee, any unincorporated organization and the heirs, executors, administrators or other legal representatives of an individual and the words implying "Person" have a similar meaning. ;

“Commercial Production” means the first calendar day of the month following the moment in which the processing plant is working at 85% of its operating capacity according to the project that has been structured by the Grantor on the Property.

“Gold Production” refers to the amount of refined gold that a refinery transfers to the Grantor's account with respect to the Products during a calendar month, either in the form of provisional or final settlement;

“Silver Production” refers to the quantity of refined silver that a refinery transfers during a calendar month to the joint account of the Grantor with respect to the Products, either in the form of provisional or final liquidation; and

“Products” means all gold, silver and other minerals (including, without limitation, in the form of ore, doré, concentrates and metals) that are produced or extracted from the Property;

“Property” means the mining concession contract LH0071‐17;

“Net Smelter Return ‐ NSR” means the result of subtracting the Allowable Deductions from the Gross Income.

"Sale" or "Sold" means the former of:

(i) the transfer of ownership of the Grantor's Products to a buyer (and includes a transfer of ownership of Products transported off the Property that the Grantor chooses to credit to or retain for its account by a smelter, refiner, or broker) or

(ii) the receipt of insurance proceeds by the Grantor from any Loss prior to the ownership of the Products being transferred or considered transferred,

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(iii) and a “Sale” (A) will be deemed to occur following a sale to an Affiliate as provided in Section 3.6; or (B) if the Grantor produces as a final product, refined gold or refined silver, or has produced through a toll / refining contract or any other transaction where title is not transferred, refined gold or refined silver;

1.2. Divisibility

If one or more of the provisions contained in this Royalty Agreement is found to be invalid, illegal, or unenforceable in any respect under the law of any jurisdiction, the validity, legality, and enforceability of such provision will not be affected or impaired in any way. under the law of any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not be affected or harmed in any way.

1.3. Holiday performance

If any action is required to be taken pursuant to this Royalty Agreement on or for a specific date other than a Business Day, then such action will be valid if performed on or for the next Business Day.

ARTICLE 2

NET SMELTER RETURN ROYALTIES ‐ NSR.

2.1. Net SMELTER Return Royalties.

The Grantor hereby grants the Royalty Holder a royalty right equivalent to 1% of the Net Smelter Return ‐ NSR (hereinafter the "Royalty Right" in and for all minerals mined on and below the Property.

2.2. Finished

The Royalty will exist while the Property is in Commercial Production.

ARTICLE 3

PAYMENTS

3.1. Accumulation of the Payment Obligation

The Grantor must calculate and pay the Royalty for each calendar quarter in accordance with the provisions of the Royalty Agreement.

When the Sale (or the sale that is considered Sale) of Products is made provisionally, the amount of the Royalty to be paid will be based on the provisional payment received or the quantity of refined metal (or other Products) credited by said provisional liquidation. (as applicable), but will be adjusted to take into account the final payment received or the quantity of refined metal (or other Products) established by the final settlement issued by the refinery or by the purchaser of other Products, as the case may be.

3.2. Payments

Royalties payments will be due and payable on the last day of the month following the end of the calendar quarter in which the payment obligation accrued and must be paid in Colombian pesos. Within the five (5) business days preceding the payment date, the Grantor will deliver the corresponding information to the Royalty Holder for the issuance of the corresponding invoice. The Grantor will not be obliged to pay if it has not received the invoice from the Royalties Holder with the full legal requirements. Royalties payments will be accompanied by an Operations Report that must contain information on mineral production for the quarter and information on its sale, marketing and cost of sale.

3.3. Audit and Adjustments

All Royalty payments will be deemed final and in full satisfaction of all obligations of the Grantor, unless the Royalty Holder gives the Grantor a written Notice describing and submitting an objection to the determination or calculation of the Royalty within the year after receipt by the Royalty Holder of the Operations Report mentioned in Section 5.2 of this Royalty

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Agreement that relates to the payment of Royalties in question. If the Royalty Holder objects to a particular Transaction Report, the Royalty Holder shall have the right, for a period of 90 days after the Grantor receives the Notice of said objection, upon reasonable Notice and in reasonable times always, to have the Grantor's accounts and records related to the calculation of the Royalties in question audited by an independent firm of certified public accountants selected by the Grantor, from a list of three (3) presented by the Royalties Holder for this purpose. If such audit determines that there has been a deficiency or an excess in the payment made to the Royalty Holder, said deficiency or excess will be resolved by adjusting the next quarterly royalty payment owed. The Royalty Holder will pay all costs of such audit unless it is determined that there is a deficiency of 5% or more of the amount due to the Royalty Holder. The Grantor will pay the costs of such audit if it is determined that there is a deficiency of 5% or more of the amount owed to the Royalty Holder. If the Royalty Holder does not file a claim for adjustment with the Grantor within one year after receipt of the Transaction Report by the Royalty Holder, the accuracy of the payment of the Royalties will be established and the submission of exceptions to it or the presentation of claims for its adjustment; understanding, however, that if the Royalty Holder reasonably determines that there is fraud or negligence with respect to any royalty payment or any Report of Operations, then the ordinary statute of limitations will apply to audits and adjustments in previous Royalty payments. If the Grantor rejects the report presented by the independent firm, the parties will submit to the conflict resolution mechanism established in this contract.

3.4. Sales to or Processing by Affiliates

The Grantor shall be authorized to sell Products to an Affiliate of the Grantor, provided that such Sales are made under market conditions similar to those that would be granted to an unaffiliated third Person in a transaction under similar circumstances under market conditions. The Grantor may contract with an Affiliate of the Grantor or a third Non‐Affiliate Person for the smelting or other processing of Products, provided that said contract is made under market conditions and terms.

3.5. Grantor's Business Activities

The Grantor will have the right to trade and sell Products in any way it chooses, and will have the right to participate in forward sales, futures trading or commodity options trading and other price hedging, price protection and speculative agreements. ("Commercial Activities") that may involve the possible physical delivery of Products, which will not affect the payment of royalties to the Royalty Holder in the times established in this agreement.

ARTICLE 4

PROPERTY OPERATION

4.1. Storage

The Grantor may store any Product from the Property in the place or places it chooses. In the event that the Grantor stores or maintains an inventory of any Product, it must ensure the security of the site where such materials are stored in accordance with industry standards.

4.2. Mixture

The mixing of Products from the Property with other ores, doré, concentrates, precipitates, metals, minerals or mineral by‐ products produced in other places is allowed, provided that:

(i) Reasonable and customary procedures are established for weighing, sampling, analysis and other measures or tests necessary to fairly assign the valuable metals contained in said Products and in the other ores, doré, concentrates, metals, minerals and mineral by‐products;

(ii) representative samples of the Products are retained by the Grantor and appropriate testing and other analyzes of these samples are performed prior to mixing to determine the crude metal content of the Products and that the Grantor should retain such analyzes for a reasonable time, but not less than 12 months after the Royalty Holder receives the Royalty paid in respect of the mixed Products from the Property; and

(iii) the amount of valuable metals contained in such Products and in the other ores, doré, concentrates, metals, minerals and mineral by‐products can be accurately verified by audit as established in Section 3.3 of this Royalty Agreement.

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4.3. Tailings

All tailings, residues, waste rocks, deteriorated leach materials, and other materials (collectively “Materials”) resulting from the Grantor's operations and activities on the Property will be subject to the Royalty in the event the Materials are processed or reprocessed, as the case may be, in the future and result in the production and sale or other disposition of Products.

ARTICLE 5

REGISTRATION, ACCESS AND REPORTS

5.1. Registration and Access

The Grantor must:

(i) maintain true, accurate and complete accounts and records (the "Records") to enable the Royalty to be calculated in accordance with this Royalty Agreement;

(ii) allow the Royalty Holder, after having given Notice to the Grantor, to inspect at the Grantor's facilities and at always reasonable hours and with access to the relevant Grantor personnel, those accounts and records mentioned in Subsection 5.1. (i) of this Royalty Agreement, and to make and remove copies of such accounts and records;

(iii) maintain all Records in accordance with International Financial Reporting Standards approved by the International Accounting Standards Board; and

(iv) With a written notice not less than five (5) Business Days in advance of the Royalty Holder, allow the Royalty Holder to enter the Property at his own cost and risk in order to inspect the area and operations in it, provided that the Royalty Holder does not unreasonably obstruct the Grantor's operations on the Property and complies with the Grantor's instructions and directions, including those in relation to health and safety and inductions to the site; provided that the site visits previously described are not made more than once per calendar quarter, unless an audit under Section 3.3 of this Royalty Agreement shows that the Royalty Holder has received an underpayment, in which case the Holder Royalties may visit the site at always reasonable times (with five (5) Business Days written notice) for a period of two years after such audit.

5.2. Operations Reports

At the same time that it makes each Royalty payment under Section 3.2 of this Royalty Agreement, the Grantor must provide the Royalty Holder with a report certified by an executive officer of the Grantor that sets forth in reasonable detail the following information ("Operations Report" ):

(i) the quantity, type and grade of Products extracted during that quarter;

(ii) the quantity, type and grade of Products that have been processed during that quarter and the location of the relevant facilities;

(iii) the quantity, type, and grade of all Products that have been Sold (or are deemed Sold) during that quarter;

(iv) the quantity and type of Product held or not Sold during that quarter;

(v) the Royalty for that quarter and details of the Gross Income (including details of the monthly average price determined as provided herein for refined metals and the income from the Sale of other Products) and the Allowable Deductions underlying the calculation of the Royalty;

(vi) the cumulative total of Royalty payments paid to the Royalty Holder under this Royalty Agreement; and

(vii) other relevant information in sufficient detail to explain the royalty payment calculation.

ARTICLE 6

MISCELLANEOUS

6.1. Applicable legislation

This Royalty Agreement is governed by the Law in force in Colombia, as applicable.

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Subject to Section 6.1 of this Royalty Agreement, the Parties irrevocably submit to the exclusive jurisdiction of the courts that exercise jurisdiction in Colombia and any court that may hear appeals from any of those courts for any proceeding related to this Royalty Agreement, subject solely to the right to enforce a judgment obtained in any of those courts in any other jurisdiction.

6.2. Conflict resolution

Any dispute, controversy or claim that arises between the Parties and that is related to this Royalty Agreement, will be subject to the following rules:

(i) In the event that the Parties consider that there are facts or circumstances that may generate any type of dispute in the execution of this Royalties Agreement (the “Dispute‐Generating Event”), the Parties must send the notice to the other Party, as the case may be, specifying any detail related to the Dispute Generating Event (hereinafter, the “Dispute Notice”) so that the non‐compliant Party can resolve the Dispute Generating Event within thirty (30) business days following receipt. of the corresponding Dispute Notice.

(ii) Provided that the Dispute Generating Event has not been resolved within (30) business days following receipt of the Dispute Notice referred to in numeral (i) above, said dispute must be referred to, and finally resolved, by an arbitration tribunal that will meet at the Arbitration and Conciliation Center of the Medellín Chamber of Commerce, in accordance with the following rules:

• a. The arbitration tribunal will be composed of 3 arbitrators chosen as follows: an arbitrator chosen by the Grantor, an arbitrator chosen by the Royalty Holder and the third arbitrator will be chosen by the Chamber of Commerce from the list of registered arbitrators.

• b. The applicable procedure will be that of the General Regulations for National Arbitration of the Arbitration and Conciliation Center of the Medellín Chamber of Commerce.

• c. The court must deliberate and decide in law.

• d. The court must be conducted in Spanish and documents in English will be accepted as long as they are translated into Spanish by an official translator.

• e. The decision will be final and binding on the Parties.

• f. The Parties are responsible for the costs as established in the arbitration award.

6.3. Other Activities and Interests

This Royalty Agreement and the rights and obligations of the Parties hereunder are strictly limited to Property. Each Party shall have the free and unrestricted right to participate, advance and benefit from all and any commercial business of any kind, whether or not it competes with the activities carried out in accordance with the provisions herein, without revealing such activities to the other Party or invite or allow the other to participate in them, including activities involving mining titles adjacent to the Property.

6.4. No association

This Royalty Agreement is not intended to, and shall not be deemed to create, an association between the Parties, including, but not limited to, a mining or commercial association. The obligations and responsibilities of the Parties shall be individual and not joint, and no Party shall have or claim to have the authority to act or assume any obligation or liability on behalf of any other Party. Nothing contained herein will make a Party consider the partner, agent or legal representative of the other Parties, nor will it create any fiduciary relationship between the Parties.

6.5. Notifications.‐ Any communication or Notice that must be sent between the Parties by virtue of this Royalties Agreement, must be sent personally or by certified mail or by email, duly addressed to the following Persons and addresses:

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To the Royalty Holder

Attention: [ Redacted – Confidential Information] . Address:. [ Redacted – Confidential Information] [ Redacted – Confidential Information] Email: [ Redacted – Confidential Information]

To Grantor

Attention: Natalia Andrea Hernández Arias

Address: [ Redacted – Confidential Information] City: [ Redacted – Confidential Information] Email: [ Redacted – Confidential Information]

In the event that the respective communication contains any term or condition in favor or against any of the Parties, said term will apply from the next Business Day to which the corresponding delivery or filing of the respective envelope by certified mail is evidenced, or the receipt of the respective copy by the recipient, in accordance with the means chosen by the sender.

6.7. Entire Agreement

However, in the event of differences between the terms of the Option Contract and this Royalty Agreement in relation to the Royalty, the terms of this Royalty Agreement will prevail over the terms of the Option Contract.

6.8. Amendments and Waiver

No modification or amendment to this Royalty Agreement will be valid or binding unless it is established in writing and duly signed by the Parties and no waiver of the right to claim the breach of any term or provision of this Royalty Agreement will be effective or binding. Unless it is in writing and signed by the Party that intends to waive it and, unless otherwise indicated, it will be limited to the specific breach whose right was waived.

6.9. Replacement of the Royalty

COLLECTIVE MINING (BERMUDA) LTD BRANCH COLOMBIA may at any time substitute the private royalty for a one‐time payment of EIGHT MILLION UNITED STATES DOLLARS (USD $ 8,000,000) payable within the month following the moment in the OPTION is exercised.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the aforementioned day and year.

Royalty Holder,

_______ [ Redacted – Confidential Information] NIT. [ Redacted – Confidential Information] Legal representative: [ Redacted – Confidential Information] [ Redacted – Confidential Information]

The Grantor,

________ COLLECTIVE MINING (BERMUDA) LTD BRANCH COLOMBIA NIT [ Redacted – Confidential Information] Legal Representative: NATALIA ANDREA HERNANDEZ ARIAS CC [ Redacted – Confidential Information]

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ATTACHMENT 6 CONCESSION LIEN GUARANTY OPTION AGREEMENT TO ASSIGN MINING CONCESSION CONTRACT LH0071‐17

OPEN LIEN CONTRACT WITHOUT TENANCY ON THE RIGHT TO EXPLOIT AND ON THE FUTURE PRODUCTION DERIVED FROM THE EXPLOITATION OF MINING TENEMENTS

Among the undersigned, on the one hand, NATALIA ANDREA HERNANDEZ ARIAS , identified as it appears at the bottom of her signature, acting in her capacity as legal representative of MINERALES PROVENZA SAS , (hereinafter " CREDITOR") and on the other, [ Redacted – Confidential Information] , identified as it appears at the bottom of his signature, acting in his capacity as legal representative of [ Redacted – Confidential Information] , Identified with Nit. [ Redacted – Confidential Information] , duly organized and existing under the laws of the Republic of Colombia (hereinafter “DEBTOR ”), we have agreed to sign this OPEN LIEN CONTRACT WITHOUT TENANCY ON THE RIGHT TO EXPLOIT AND ON THE FUTURE PRODUCTION DERIVED FROM THE EXPLOITATION OF THE MINING CONCESSION CONTRACT LH0071‐17 (hereinafter the "PLEDGED ASSET”), subject to the following.

CONSIDERATIONS

1. That the PLEDGED ASSET is the exclusive property of the Debtor and that they are not currently subject to any other encumbrance or limitation of the domain that in any way may affect the enforceability of this Contract in accordance with the Movable Assets Guarantee Law, the Mining Code or any other regulation that is applicable to them.

2. That the CREDITOR and the DEBTOR, with the signing of this lien without holding contract, intend to guarantee the obligation of ASSIGNMENT of the PLEDGED ASSET in favor of the CREDITOR with the exercise of the OPTION derived from the purchase option contract on the PLEDGED ASSET, signed between the PARTES.

3. That, for the purposes of granting the guarantee referred to in the preceding consideration, the DEBTOR enters into this Contract with the CREDITOR .

Based on the foregoing, the parties agree to the following:

CLAUSES

FIRST CLAUSE.‐ GRANTING OF REAL GUARANTEE: The Debtor , gives and grants to the CREDITOR , in accordance with the provisions of Law 685 of 2001 and Law 1676 of 2013 on Movable Assets Guaranties and other concordant and complementary regulations, open lien of first degree and without ownership on the Mining Concession Contract LH0071‐17 for the exploitation of a Gold deposit, in an area of 247,9012 HA, located in the municipalities of Supía and Marmato, Department of Caldas (the PLEDGED ASSET).

SECOND CLAUSE. ‐ GUARANTEED OBLIGATIONS: The purpose of this Contract is to guarantee with the PLEDGED ASSET, the Assignment of the Mining Concession Contract LH0071‐17 in favor of the CREDITOR. The Guarantee established by virtue of this Contract will remain in force until the moment in which the CREDITOR exercises the OPTION and consequently acquires partially or totally the Mining Concession contract LH0071‐17.

For the purposes of the paragraph of Article 14 of the Movable Assets Guarantee Law, the Parties declare and acknowledge that the main terms of the Guaranteed Obligations and of the guarantee that is constituted by virtue of this Contract are the following:

• Nature of the Guaranteed Obligations: The Debtor undertakes not to sell, assign, grant options, transfer, lien to a third party the Mining Concession Contract LH0071‐17 .

• Value and maximum amount covered by the guarantee: USD $ 4,000,000, corresponding to phase 1 and 2, or until the moment in which the CREDITOR exercises the OPTION and consequently partially or totally acquires THE CONCESSION.

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PLEDGED ASSET: Constituted by the Mining Concession Contract owned by the [ Redacted – Confidential Information] identified with number LH0071‐17 (THE CONCESSION), as well as the rights to exploit and the future production derived from it. It is expressly agreed that this lien guarantees the CREDITOR and its affiliated, assigned or successor companies to the extent that the OPTION AGREEMENT TO ASSIGN THE MINING CONCESSION CONTRACT LH0071‐17 has been assigned to, or succeeds in, any of said companies affiliates. It is understood that this lien guarantee supports not only what corresponds to the obligation not to dispose of a third party, but the corresponding interests (remuneration and applicable arrears) and the costs of collection and execution of the guarantee (including consultants, lawyers, legal costs and / or arbitration, etc.), if applicable.

THIRD CLAUSE. ‐ REGISTRATION IN THE REGISTRY OF MOVABLE ASSETS GUARANTEES. The DEBTOR accepts and acknowledges that the CREDITOR (directly or through the person designated by him) may register this guarantee in the Registry of Movable Assets Guarantees in accordance with the Law on Movable Assets Guarantees. Therefore, the DEBTOR may not oppose for any reason or circumstance the registration made by the CREDITOR of this guarantee in the Registry of Movable Assets Guarantees.

FOURTH CLAUSE. ‐ VALIDITY OF THE GUARANTEE. The Guarantee established under this Contract will be in force until the moment in which the CREDITOR exercises the OPTION and consequently acquires partially or totally THE CONCESSION, until the resignation is exercised or the cause of termination of the contract for the sale of the assignment option of the Concession is configured.

FIFTH CLAUSE. ‐ GUARANTEE PROTECTION. The DEBTOR agrees and accepts that it will not sell, assign, grant options, transfer, lien or limit in any way the exercise of the rights over the PLEDGED Asset. The DEBTOR, at his / her exclusive expense, will guarantee and defend the right and title granted to the CREDITOR against the claims and demands of third parties.

SIXTH CLAUSE. ‐ OTHER COMMITMENTS. This Contract also imposes on the DEBTOR the obligations contained in Colombian law in relation to open commercial liens, as well as the following general obligations:

i. Notify the CREDITOR about seizures or repossessions of the PLEDGED ASSET within five (5) Business Days following the date of being notified by a judge or a competent authority about said seizure or repossession.

ii. Inform the CREDITOR of any act, fact or action of which it is aware and that may negatively and significantly affect the lien constituted by virtue of this Contract or any of the obligations arising from it.

iii. Request the approval of the CREDITOR prior to disposing of the PLEDGED ASSET in whole or in part.

iv. Maintain updated and current all those records, authorizations or permits that are necessary or related to the PLEDGED ASSET.

v. Maintain the PLEDGED ASSET and the applicable insurance policies that cover it, as well as make the corresponding royalty payments and other consideration of the PLEDGED ASSET.

SEVENTH CLAUSE. ‐ EVENT OF NON‐COMPLIANCE. Any of the following events will be a sufficient basis for the CREDITOR to enforce its rights under this Contract which will be an "Event of Default"): In the event that the DEBTOR, sells, assigns , grants options, transfers and / or liens to a third party the Mining Concession Contract LH0071‐17 .

Upon the occurrence of a single Event of Default, the CREDITOR, subject in any case to the provisions of the applicable Colombian legislation, may, at its option, advance one or more of the following enforcement procedures:

i. Direct Payment Procedure: The Creditor may initiate a direct payment procedure in the terms of article 60 of the Movable Assets Guarantee Law.

ii. Special Execution Procedure: Initiate a special guarantee execution procedure, in accordance with the mechanism provided in the following eighth clause.

iii. Judicial collection procedure: Initiate the execution of the guarantee in accordance with the provisions of the current procedural law and the Commercial Code, of which, unlike the Special Execution Procedure, the competent judge leads through a judicial process.

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EIGHT CLAUSE. ‐ SPECIAL EXECUTION PROCEDURE. The Parties expressly agree and authorize the special execution of the guarantee constituted by virtue of this Contract, insofar as on the date on which the CREDITOR begins the process that is regulated in this clause, the occurrence of one of the events of Breach

The foregoing in accordance with the special rules and procedures established in this Contract and, in matters not established by it, in accordance with the provisions of Chapter III of Title VI of Law 1676 of 2013 (except for paragraph 3 of article 60 of Law 1676 of 2013), a procedure that will be carried out before the Arbitration and Conciliation Center of the Medellín Chamber of Commerce (the “Procedure Entity”).

For such purposes, the Parties will follow the procedure described in articles 62 to 77 of Law 1676 of 2013 and in Decree 1835 of 2015, except for the following exclusions, exceptions or special agreements in relation to said procedure:

i. The appraisal provided for in the first paragraph of numeral 5 of article 69 of Law 1676 of 2013 will be carried out in the terms provided below:

(a) The CREDITOR will contract the services of an independent investment bank selected by the DEBTOR corresponding to the list of 3 investment banks that is provided by the LENDER on the date the latter exercises the right to require the sale of the PLEDGED ASSET (the “Investment Banking”). The selection will be made by said DEBTOR within three (3) Business Days following the date on which it receives from the Creditor the list of Investment Banks mentioned above. If, within said period, said DEBTOR does not choose an Investment Bank, the Investment Bank will be the one designated by the CREDITOR from the list that the latter has previously sent to the DEBTOR. The Investment Bank will be in charge of carrying out an assessment of the PLEDGED ASSET. For these purposes, the Investment Bank will have a term of thirty (30) days, or any other longer term that is allowed by the CREDITOR to value the PLEDGED ASSET.

(b) The costs and fees derived from contracting the Investment Bank will be assumed in equal proportions between the Parties.

ii. The Parties expressly exclude the application of the second paragraph of numeral 5 of article 69 of Law 1676 of 2013 and, instead, in accordance with article 71 of Law 1676 of 2013, they establish the following rules:

(a) Once contracted, the Investment Bank must carry out the valuation of the PLEDGED ASSET in accordance with methods and mechanisms commonly used and generally accepted by investment banks in valuation and sale of similar assets, in order to establish the fair price of market of the PLEDGED ASSET (the “Fair Market Price”) which must be communicated to the CREDITOR and the corresponding DEBTOR.

(b) The decision to initiate the sale procedure of the PLEDGED ASSET is at the discretion of the CREDITOR, as long as it is after the verification of the Event of Default. Notwithstanding the foregoing, the sale of the PLEDGED ASSET in any of the stages described below will be made to the person who has offered the best price and term conditions in accordance with the rules established in this clause.

(c) Once the Investment Bank determines the Fair Market Price, the CREDITOR may instruct the Entity of the Procedure to initiate the sale of the PLEDGED ASSET. The reference price of the first stage will be the Fair Market Price.

(d) The Entity performing the Procedure will be authorized to carry out all the actions it deems appropriate to ensure the publicity of the sale procedure at any stage.

(e) The sale procedure will be published by notice in at least one newspaper with wide national circulation in Colombia with at least five (5) days from the start date of each stage.

(F) Insofar as it is legally possible, the CREDITOR may withdraw from the sale procedure at any time before the execution of the PLEDGED ASSET to the highest bidder, without prejudice to being able to resume it later. The bidder who is the winner in any of the stages of the sale procedure, must pay the price within three (3) Business Days following the date of completion of the sale procedure.

(g) The price paid during the sale procedure, once all the expenses derived from the execution procedure and the applicable taxes have been deducted, will be used to satisfy the unfulfilled obligation, that is, the sale, assignment, granting of options, transfer and / or lien in favor of a third party the Mining Concession Contract LH0071‐17 during the term of the option sale contract on the concession (MAIN CONTRACT). The remaining amount, if any, must be deposited in a bank account of the DEBTOR. If there are no Guaranteed Obligations pending satisfaction, the surplus will be delivered directly and immediately to the corresponding DEBTOR.

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iii. The CREDITOR shall maintain all the rights and actions that correspond to him against the DEBTOR for the part of the Secured Obligations that have not been satisfied or that have not been satisfied as a consequence of the execution of the guarantee under this Contract.

CLAUSE NINE. ‐ VALIDITY AND TERMINATION. This Agreement will remain in full force until the date of the first occurrence between:

• i. The moment in which the CREDITOR exercises the OPTION and consequently acquires partially or totally THE CONCESSION, until it exercises the resignation or the termination of the contract for the sale of the assignment option of THE CONCESSION is established in writing the release in writing of the guarantee by part of the Creditor, in the event of Resignation or due to the configuration of grounds for termination of the sale contract of the assignment option of THE CONCESSION.

For the purposes of the provisions of article 42 of the movable assets guarantee Law, the term of duration of the registration of the movable security will be from the date of registration of this Contract in the Register of Movable Assets Guarantess until this Contract is terminated by anyone of the causes previously stated in this Clause.

If any of the causes described in this Clause have occurred, the Creditor will send within the following five (5) Business Days a written notification to the DEBTOR informing that this Contract and the underlying lien have ended and all obligations under it are irrevocably canceled.

TENTH CLAUSE. ‐ ACCESSORY QUALITY OF THE CONTRACT. This Contract is an accessory contract to the Contract of Sale of option on THE CONCESSION, signed between the parties.

ELEVENTH CLAUSE. ‐ GENERALITIES:

• 11.1. MODIFICATIONS, WAIVERS. Modifications to this Contract will not take effect unless they are made by writing duly signed by each of the Parties.

• 11.2. APPLICABLE LAW. This Lien Agreement will be governed and interpreted in accordance with Colombian law.

• 11.3. VALIDITY. If any provision of this Agreement turns out to be prohibited or invalid under Colombian law, such provision will not be effective to the extent of such prohibition or invalidity and will not affect the validity of the rest of the aforementioned provision, nor the other provisions of this Agreement.

• 11.4. ASSIGNMENT. The DEBTOR may not, under any circumstances, assign this Contract without the prior written authorization of the CREDITOR, who may refuse to grant such authorization without the need for any justification. The CREDITOR may assign this Contract at any time without the need to request the authorization of the DEBTOR, giving a prior notice of the occurrence of the assignment of at least thirty (30) days, informing the name or company name, address, among others. in order for the DEBTOR to know the pertinent information of the new CREDITOR. The CREDITOR shall present the DEBTOR with certification that the new CREDITOR complies with the regulations related to money laundering and the prevention of terrorism.

TWELFTH CLAUSE. ‐ NOTIFICATIONS. Any communication that the Parties want or must address on the occasion of this Contract, must be made by, by email or by certified mail or to the following persons and addresses:

MINERALES PROVENZA SAS [ Redacted – Confidential Information] : Email: [ Redacted – Confidential Information] Email: [ Redacted – Confidential Information] Address: [ Redacted – Confidential Information] Address: [ Redacted – Confidential Information]

For proof of the above, this Minute is signed, in Supía ‐ Caldas on the twenty‐first (21) day of the month of July 2020 in two (2) originals.

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CREDITOR By MINERALES PROVENZA SAS (SIGNED) ADRIANA CAROLINA HERNANDEZ ARIAS CC [Redacted – Confidential Information] Legal representative	DEBTOR By [Redacted – Confidential Information] (SIGNED) [Redacted – Confidential Information] [Redacted – Confidential Information] Legal representative

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