SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made as of the 16th day of July, 2024.

AMONG:

DAURA CAPITAL CORP., a company duly formed under the laws of the Province of British Columbia, having an address located at 543 Granville Street, Suite 501, Vancouver, BC V6C 1X8

(the "Purchaser")

OF THE FIRST PART

AND:

ESTRELLA GOLD S.A.C., a closely held corporation duly formed under the laws of Peru, having an address located at Av. Santo Toribio 115 Piso 8, San Isidro, Lima, Peru

("Estrella")

OF THE SECOND PART

AND:

THE SHAREHOLDERS OF ESTRELLA GOLD S.A.C. SET FORTH IN SCHEDULE 5.11 HERETO

(each an "Estrella Shareholder" and collectively, the "Estrella Shareholders")

OF THE THIRD PART

WHEREAS:

A. Estrella is the owner of an interest in the Cochabamba Property (as that term is defined herein), located in the Ancash Region of Peru;
B. The Estrella Shareholders are the owners of all of the authorized, issued and outstanding shares of Estrella;
C. The Purchaser is a capital pool company whose common shares are listed for trading on the TSX Venture Exchange;
D. The Estrella Shareholders have agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Estrella Shareholders, all of the issued and outstanding shares of Estrella on the terms and subject to the conditions set forth herein (the "Transaction").

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration including the sum of $10 now paid by each of the parties to the other, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree each with the other as follows:

1. INTERPRETATION

1.1. Where used herein or in any amendments or Schedules hereto, the following terms shall have the following meanings:

(a) "Action" has the meaning set forth in Section 5.24.

(b) "Assumed Debts" has the meaning set forth in Section 5.13.

(c) "Business" means the business in which Estrella is engaged, namely the acquisition and exploration of mineral rights in Peru.

(d) "Closing" means closing of the sale by the Estrella Shareholders, and the purchase by the Purchaser, of the Estrella Shares as set forth herein.

(e) "Closing Date" means the date of Closing, the targeted date for which shall be [DATE XX, 2024], but in no event shall the Closing Date be later than [DATE XX, 2024] without the consent of each of the parties hereto.

(f) "Closing Time" means 10:00am Pacific Time on the Closing Date.

(g) "Cochabamba Property" means those mineral rights set forth in Schedule 5.28, collectively.

(h) "Concurrent Financing" means the offer and sale by the Purchaser, on a private placement basis, of a minimum of 16,666,6667 Units and a maximum of 25,000,000 Units at a price of $0.06 per Unit for minimum gross proceeds to the Company of $1,000,000 and maximum gross proceeds to the Company of $1,500,000, or such other amount as may be required to satisfy the initial listing requirements of the TSXV for a Tier 2 Mining Company.

(i) "Environment" means the air, surface water, ground water, body of water, any land (including surface land and sub-surface strata), soil or underground space, all living organisms and the interacting natural systems that include components of the air, land, water and inorganic matters and living organisms, and the environment or natural environment as defined in any Environmental Law, and "Environmental" shall have a corresponding meaning.

(j) "Environmental Law" means any all Laws relating to the protection of the Environment including those relating to the storage, generation, use, handling, manufacture, processing, transportation, import, export, treatment, Release or Disposal of any Hazardous Substance.

(k) "Environmental Notice" means any written directive, investigation, proceeding, letter or other written communication from any Governmental Authority relating to non-compliance or potential non-compliance with or breach of or potential breach of any Environmental Law or Environmental Permit.

(l) "Environmental Permit" means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made by any Government under any Environmental Law.

(m) "Environmental Release" means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate of any Hazardous Substance into or through the Environment or as defined in any Environmental Law.

(n) "Estrella Directors" means the directors, managers or other persons performing similar functions or duties, of Estrella.

(o) "Estrella Financial Statements" means the audited financial statements of Estrella for the fiscal year ended December 31, 2023 and the unaudited financial statements of Estrella for the fiscal year ended December 31, 2022 and unaudited interim financial statements of Estrella for the interim period ended March 31, 2024 and the comparable period ended March 31, 2023 to be delivered, by Estrella and the Estrella Shareholders to the Purchaser on or before Closing.

(p) "Estrella Material Contract" has the meaning set forth in Section 5.23.

(q) "Estrella Shares" means all of the shares in the capital stock of Estrella, including: (i) the 1,000 currently issued and registered shares of Estrella; and (ii) the 175,000 shares issued pursuant to the Shareholders Meeting of Estrella dated December 30, 2023 currently undergoing the mandatory registration process with the Peruvian Corporate Registry (the "Capital Increase Shares").

(r) "Estrella Share Equivalents" means any securities of Estrella that would entitle the holder thereof to acquire at any time shares in the share capital of Estrella, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or that otherwise entitles the holder thereof, to receive shares in the share capital of Estrella.

(s) "Governmental Body" means any government, parliament, legislature, regulatory authority, agency, commission, board or court or other law, rule or regulation making entity having or purporting to have jurisdiction on behalf of any nation, state, province or subdivision thereof, including any municipality or district.

(t) "Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, determination, award, decision, sanction or ruling entered by or with any Governmental Body.

(u) "Hazardous Substance" means, collectively, petroleum, any petroleum product, any radioactive material (including radon gas), explosive or flammable materials, asbestos in any form, urea-formaldehyde foam insulation, and polychlorinated biphenyls, any pollutant, contaminant, waste, hazardous substance, hazardous material, hazardous waste, toxic substance, dangerous substance, dangerous good, restricted hazardous waste, toxic substance or a source of contamination, as defined or identified in any Environmental Law.

(v) "Indebtedness" as applied to any Person means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to leases that is properly classified as a liability on a balance sheet in conformity with ASPE; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (ix) any liability of such Person for an obligation of another through any contractual obligation (contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such

obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (2) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under clause (1) or (2) of this sub paragraph (ix), the primary purpose or intent thereof is as described in clause (viii) above; and (x) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, whether entered into for hedging or speculative purposes.

(w) "IFRS" means International Financial Reporting Standards.

(x) "Intellectual Property Rights" has the meaning set forth in Section 5.30.

(y) "Lien" means any lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction of any sort whatsoever.

(z) "Market Price" means the last closing price of the Purchaser Shares as quoted by the TSXV before the issuance of a news release announcing the entering into of this Agreement by the parties hereto.

(aa) "Material Adverse Effect" or "Material Adverse Change" means any effect, event, occurrence or change that is materially adverse to (i) the legality, validity or enforceability of any Transaction Documents, (ii) the results of operations, assets, business, prospects or condition (financial or otherwise) of the particular Party, taken as a whole, or (iii) a Party's ability to perform, in any material respect, its obligations under any Transaction Documents, but not including any effect, event, asset, occurrence or change that results or arises from or relates to any change (iv) in applicable Law, generally accepted accounting principles applicable to the particular Party, or interpretations thereof or (v) to economies in general or the industry in which the particular Party operates.

(bb) "Material Permits" has the meaning set forth in Section 5.27.

(cc) "Name Change" means the change of the Company's name from "Daura Capital Corp." to "Daura Gold Corp."

(dd) "NI 45-102" means Canadian National Instrument 45-102 – Resale Restrictions.

(ee) "NI 45-106" means Canadian National Instrument 45-106 – Prospectus and Registration Exemptions.

(ff) "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or agency or subdivision thereof) or other entity of any kind.

(gg) "Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

(hh) "Purchaser Financial Statements" means the audited and unaudited financial statements of the Purchaser in the Purchaser Public Filings.

(ii) "Purchaser Public Filings" means the Purchaser's filings on the SEDAR filing system.

(jj) "Purchaser Shares" means common shares without par value in the capital of the Purchaser.

(kk) "Real Property" means real property owned by Estrella as set forth in Schedule 5.28.

(ll) "Registrar" means the British Columbia Registrar of Companies.

(mm) “Remedial Order” means any Governmental Order issued, filed or imposed under any Environmental Law and includes any Governmental Order requiring any remediation or clean-up of any Hazardous Substance, or requiring that any Release or Disposal be reduced or eliminated.

(nn) "Required Approvals" means all third party approvals required to be obtained prior to Closing, including, but not limited to, the approval of the TSXV.

(oo) "Securities Authorities" has the meaning set out in Section 8.5.

(pp) "Estrella Shareholders Loans" has the meaning set forth in Section 5.12.

(qq) "Sponsor" means the Sponsor (as that term is defined in rules and policies of the TSXV), if any, engaged by the Purchaser to satisfy the requirements of the TSXV.

(rr) "Sponsor Report" has the meaning set forth in the rules and policies of the TSXV.

(ss) "Tax Act" means the Income Tax Act (Canada).

(tt) "Technical Report" means an independent technical report prepared in accordance with the requirements set forth in Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects in respect of the Cochabamba Property in form acceptable to the Purchaser, the TSXV and the Sponsor, if any.

(uu) "Transaction Documents" means this Agreement, all exhibits and schedules hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder and any documents required by the TSXV, applicable securities legislation relating to this Agreement and other regulatory bodies having jurisdiction to carry out the terms and objectives of this Agreement, without limitation.

(vv) "TSXV" means the TSX Venture Exchange.

(ww) "Unit" means a Unit of the Purchaser, consisting of one Unit Share and one Unit Warrant.

(xx) "Unit Share" means one Purchaser Share forming and part of a Unit.

(yy) "Unit Warrant" means one share purchase warrant forming part of a Unit and entitling the holder thereof to purchase one additional Purchaser Share at a price of $0.10 per share for a period of two years from the date of issue.

1.2. All dollar amounts referred to in this Agreement are in lawful currency of Canada, unless expressly stated otherwise.

1.3. Whether in this Agreement a representation or warranty is qualified by the statement "to be best knowledge" of the party, or any similar statement, that statement shall mean to the best of the party's knowledge, after such party (or in the case of a party that is an entity other than an individual, such party's directors and officers or persons holding similar positions) has made due and reasonable enquiries and investigations.

1.4. The following schedules are attached to and form part of this Agreement:

Schedule	5.11	Estrella Capitalization
Schedule	5.13	Estrella Assumed Debts
Schedule	5.21	Estrella Permitted Dividends and Asset Transfers

Schedule 5.35 Estrella Material Contracts
Schedule 5.28 Cochabamba Property
Schedule 5.29 Estrella Real Property
Schedule 5.30 Intellectual Property
Schedule 5.35 Environmental Matters

2. PURCHASE AND SALE OF SHARES

2.1. Purchase and Sale of Estrella Shares. On the Closing Date and subject to the terms and conditions set forth herein, the Estrella Shareholders jointly and severally agree to sell, convey, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Estrella Shareholders, all of their respective Estrella Shares as set forth in Schedule 5.11 hereto.

2.2. Consideration. In consideration for the Estrella Shares, the Purchaser agrees to allot and issue to the Estrella Shareholders an aggregate of 7,000,000 Purchaser Shares, to be allocated among the Estrella Shareholders as set forth in Schedule 5.11 hereto.

3. CONDITIONS PRECEDENT TO CLOSING

3.1. Mutual Conditions Precedent. The respective obligations of the Purchaser and the Estrella Shareholders to complete the transactions contemplated in this Agreement are subject to the fulfilment, at or prior to Closing, of the following:

(a) The Concurrent Financing shall be completed prior to, or concurrent with, the Closing;

(b) If required by any applicable law or securities regulatory authority having jurisdiction with respect to this Agreement and the transactions contemplated herein, including, but not limited to, the TSXV, the shareholders of the Purchaser shall have approved the transactions contemplated in this Agreement;

(c) There shall have been no action taken under any applicable law or by any Governmental Body which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits or would otherwise have a Material Adverse Effect on the completion of the transactions contemplated in this Agreement; and

(d) The receipt of all Required Approvals and consents from third parties necessary to complete Closing, including, without limitation, the approval of the TSXV to the acquisition by the Purchaser of the Estrella Shares on the terms and conditions set forth herein.

3.2. The conditions precedent in Section 3.1 are for the mutual benefit of the Purchaser and the Estrella Shareholders and may be waived, in whole or in part, at any time by the Purchaser and the Estrella Shareholders, such waiver being without prejudice to any other right that any party may have. In the event any of the foregoing conditions contained in Section 3.1 are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of both the Purchaser and the Estrella Shareholders, either of the Purchaser or the Estrella Shareholders may terminate this Agreement by written notice to the other and in such event, unless otherwise specifically set forth in this Agreement, each of the Purchaser, Estrella and the Estrella Shareholders shall be released from all further obligations hereunder.

3.3. Conditions Precedent to Purchaser Obligations. All of the obligations of the Purchaser to complete the transactions contemplated in this Agreement are subject to the fulfilment, at or prior to Closing, of the following conditions:

(a) Estrella and the Estrella Shareholders shall have delivered to the Purchaser the Technical Report;

(b) Estrella and the Estrella Shareholders shall have delivered to the Purchaser a legal opinion, in form and substance satisfactory to the Purchaser, the TSXV and the Sponsor, if any, as to the title and ownership of the Cochabamba Property;

(d) Estrella and the Estrella Shareholders shall have delivered to the Purchaser evidence of all expenditures incurred, and payments made, in respect of the Cochabamba Property as may be required to demonstrate to the satisfaction of the TSXV that the Cochabamba Property meet the requirements of a Tier 2 Property, as defined in the rules and policies of the TSXV;

(e) Estrella and the Estrella Shareholders shall have delivered to the Purchaser a favourable legal opinion from legal counsel to Estrella ("Estrella's Counsel") dated as of the Closing Date and addressed to the Purchaser and the Purchaser's legal counsel, in form reasonably acceptable to the Purchaser, with respect to such matters as is customary for a transaction of this nature, and with respect to such other matters as the Purchaser may reasonably request;

(f) Estrella and the Estrella Shareholders shall have delivered to the Purchaser such evidence of all expenditures incurred, and payments made, with respect to Cochabamba Property as may be required by the TSXV;

(g) The Purchaser shall have completed, to its satisfaction, all legal, tax, environmental, financial, operational and other due diligence with respect to Estrella, the Cochabamba Property, the Business and the assets, liabilities, operations and condition (financial or otherwise) of Estrella, in scope and determination satisfactory to the Purchaser, in its sole discretion;

(h) The representations and warranties of the Estrella Shareholders contained in this Agreement shall be, in all material respects, true and correct when made and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date;

(i) Estrella and the Estrella Shareholders shall have performed and complied in all material respects with all of their respective covenants and obligations required to be performed prior to Closing;

(j) At Closing, there shall have been no Material Adverse Change in the affairs, assets, liabilities or financial condition of Estrella or the Business, taken as a whole;

(k) At Closing, each of Estrella and the Estrella Shareholders shall have delivered those items set forth in Section 4.2(a) of this Agreement;

(l) Prior to or at Closing, the Estrella Shareholders shall have caused all Liens on or relating to any of the assets of Estrella to be released, extinguished and discharged in full other than any Liens created in connection with this Agreement or the transactions contemplated by this Agreement or any Liens relating to the Assumed Debt; and

(m) Estrella and the Estrella Shareholders shall have delivered to the Purchaser the written consent of each of those persons set forth in Section 5.16 to the transactions contemplated in this Agreement, including, without limitation, the transfer and sale of the Estrella Shares from the Estrella Shareholders to the Purchaser.

(n) Estrella and the Estrella Shareholders shall have caused Estrella to complete the registration of the Capital Increase Shares and therefore 100% of the Estrella's Shares

shall be represented by definitive certificates showing the Estrella Shareholders as the sole and exclusive owner of 100% of the Estrella Shares, including without limitation, the Capital Increase Shares.

3.4. The conditions precedent in Section 3.3 are for the benefit of the Purchaser and may be waived, in whole or in part, at any time by the Purchaser, such waiver being without prejudice to any other right that any party may have. In the event any of the foregoing conditions contained in Section 3.3 are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of the Purchaser, the Purchaser may terminate this Agreement by written notice to Estrella and the Estrella Shareholders and in such event, unless otherwise specifically set forth in this Agreement, each of the Purchaser, Estrella and the Estrella Shareholders shall be released from all further obligations hereunder.

3.5. Conditions Precedent to Estrella and Estrella Shareholders Obligations. All of the obligations of Estrella and the Estrella Shareholders to complete the transactions contemplated in this Agreement are subject to fulfilment, at or prior to Closing, of the following conditions:

(a) The representations and warranties of the Purchaser contained in this Agreement shall be, in all material respects, true and correct when made and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date;

(b) The Purchaser shall have delivered to the Estrella Shareholders a favourable legal opinion from legal counsel to Purchaser dated as of the Closing Date and addressed to the Estrella Shareholders, in form reasonably acceptable to the Estrella Shareholders, with respect to such matters as is customary for a transaction of this nature, and with respect to such other matters as the Estrella Shareholders may reasonably request;

(c) The Purchaser shall have performed and complied in all material respects with all of its covenants and obligations required to be performed prior to Closing;

(d) At Closing, there shall have been no Material Adverse Change in the affairs, assets, liabilities or financial condition of the Purchaser, taken as a whole; and

(e) At Closing, the Purchaser shall have delivered those items set forth in Section 4.2(b) of this Agreement.

3.6. The conditions precedent in Section 3.5 are for the benefit of Estrella and the Estrella Shareholders and may be waived, in whole or in part, at any time by Estrella and the Estrella Shareholders, such waiver being without prejudice to any other right that any party may have. In the event any of the foregoing conditions contained in Section 3.5 are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of Estrella or the Estrella Shareholders, any of Estrella or the Estrella Shareholders may terminate this Agreement by written notice to the other and in such event, unless otherwise specifically set forth in this Agreement, each of the Purchaser, Estrella and the Estrella Shareholders shall be released from all further obligations hereunder.

CLOSING ARRANGEMENTS

4.1. Closing. Closing shall take place on the Closing Date at the offices of legal counsel to the Purchaser and at such time as agreed to by Estrella and the Purchaser or on such other date or at such other time or place as Estrella and the Purchaser may mutually agree.

4.2. Closing Deliveries.

(a) Estrella and Estrella Shareholders Deliveries. On or prior to the Closing Date, Estrella and the Estrella Shareholders shall deliver, or cause to be delivered, the following to the Purchaser:

(i) Share certificates representing all of the Estrella Shares, duly issued in the name of the Purchaser;

(ii) A copy of each of the constating documents of Estrella, certified by the Estrella Shareholders in their personal capacities;

(iii) A complete copy of Estrella’s share ledger, showing in its last entry the transfer of 100% of the Estrella Shares in favour of the Purchaser;

(iv) A certificate, or the equivalent, as to the corporate good standing of Estrella, issued by the Government of Peru, dated not more than five business days prior to the Closing Date;

(v) Written consents provided by each of the parties set forth in Schedule [4.2(a)(v)] as to the transactions contemplated hereby;

(vi) A copy, certified by the Estrella Shareholders to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreement by Estrella and the transactions contemplated hereby;

(vii) A copy, certified by a duly authorized officer of any Estrella Shareholders that are not individuals to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreement by such Estrella Shareholder and the transactions contemplated hereby;

(viii) A certificate executed by the Estrella Shareholders dated as of the Closing Date to the effect that the representations and warranties made by the Estrella Shareholders in this Agreement are true and correct in all material respects and that the Estrella Shareholders have performed and complied in all material respects with their respective covenants and obligations required to be performed prior to Closing;

(ix) An opinion of legal counsel to Estrella and the Estrella Shareholders regarding various legal matters related to the transactions contemplated herein, in a form reasonably acceptable to the Purchaser and its legal counsel;

(x) Resignations and release forms for Diego Cillóniz Montesinos and Fernando Valencia Dibós as directors of Estrella, and resolutions appointing or reconfirming Raul Ernesto Lima Osorio as director and Chairman of the Board of Estrella and resolutions appointing Christina Cepeliauskas and Luis Francisco Sáenz Rocha as directors of Estrella, or, in each case, such other persons as the Purchaser may nominate at its sole discretion.

(xi) Resignation and release form for Diego Cillóniz Montesinos as General Manager of Estrella and resolutions appointing Raul Ernesto Lima Osorio as General Manager of Estrella, or, such other person as the Purchaser may nominate at its sole discretion.

(b) Purchaser Deliveries. On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered the following to Estrella and the Estrella Shareholders;

(i) Share certificates or direct registration advices or other written statements issued by the transfer agent for the Purchaser Shares evidencing the Purchaser Shares

issued to, and registered in the names of, the Estrella Shareholders as set forth in Section in those proportions set forth in Schedule 5.11;

(ii) A certificate, or the equivalent, as to the corporate existence and good standing of the Purchaser, issued by the Registrar, dated not more than five business days prior to the Closing Date;

(iii) A certificate as to the incumbency and signatures of each of the officers of the Purchaser executing the Transaction Documents;

(iv) A copy, certified by a duly authorized officer of the Purchaser to be true and complete as of the Closing Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreement by the Purchaser and the transactions contemplated hereby, including, if necessary, the approval of the Purchaser Shareholder of this Agreement and the transactions contemplated hereby;

(v) A certificate executed by a duly authorized officer of the Purchaser dated as of the Closing Date to the effect that the representations and warranties made by the Purchaser in this Agreement are true and correct in all material respects that the Purchaser has performed and complied in all material respects with its covenants and obligations required to be performed prior to Closing;

(vi) An opinion of legal counsel to the Purchaser regarding various legal matters related to the transactions contemplated herein, in a form reasonably acceptable to Estrella and its legal counsel.

4.3. Further Actions. Each party to this Agreement covenants and agrees that, from time to time prior to and subsequent to Closing, he, she or it will execute and deliver all such documents, including all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as may be necessary or desirable in order to carry out the purposes of this Agreement.

COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE ESTRELLA SHAREHOLDERS

Each of the Estrella Shareholders hereby jointly but not severally covenant with, and represent and warrant to, the Purchaser as follows, and acknowledges that the Purchaser is relying on such covenants, representations and warranties in connection with the purchase of the Estrella Shares:

5.1. Estrella Share Capital and Ownership of Estrella Shares. By Shareholders resolution dated December 30, 2023 the Shareholders of Estrella increased the share capital of Estrella from PEN1,000.00 (One Thousand Soles) to PEN176,000 (One Hundred and Seventy-Six Thousand Soles) by issuing 175,000 common shares, each with a face value of PEN1.00. These additional shares are currently undergoing the registration process before the Peruvian Corporate Records Office. The Estrella Shareholder owns that number of Estrella Shares set forth next to its name in Schedule 5.11 hereto, as the sole beneficial and recorded owner thereof, with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever, with full right, power and authority to sell, transfer and deliver the same to the Purchaser upon Closing, and such Estrella Shares are not subject to any shareholder agreement, voting trust agreement or similar agreement.

5.2. Capacity – Individuals. If an individual, the Estrella Shareholder is of legal capacity and age, and has all necessary power and authority to enter into this Agreement and to carry out his or her obligations under this Agreement.

5.3. Capacity – Entities. If an entity other than an individual, the Estrella Shareholder has the necessary corporate or other authority to enter into this Agreement and to carry out its obligations under this Agreement, and this Agreement and the transactions contemplated herein have been duly authorized by all necessary corporate or other action on the part of the Estrella Shareholder and its directors, officers, shareholders, partners, members, managers or other applicable persons.

5.4. Pre-Emptive Rights. No Person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Estrella Shareholders of any of the Estrella Shares held by it.

5.5. Enforcement. This Agreement has been duly executed by the Estrella Shareholder, and when delivered by the Estrella Shareholder in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Estrella Shareholder, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

5.6. No Further Rights to Estrella Shares. The Estrella Shareholder has no right or claims whatsoever to any shares in the capital of, or any other equity or ownership interest in, Estrella other than those Estrella Shares set forth next to its name in Schedule 5.11 hereto, and does not have any options, warrants, or any other instruments or rights entitling the Estrella Shareholder to exercise, purchase, convert or otherwise acquire any shares in the capital of, or any other equity or ownership interest in, Estrella.

5.7. No Conflicts – Estrella Shareholders. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not, in any material respect:

(a) Violate, be in conflict with, result in any breach of, constitute a default, or cause the acceleration of any obligation of the Estrella Shareholders, under:

(i) Any agreement, instrument, license, permit or authority to which the Estrella Shareholder is, or is entitled to be, a party or to which the Estrella Shares are subject,

(ii) Any judgment, decree, order, statute, rule or regulation applicable to the Estrella Shareholder,

(iii) Any provision of law or regulation of any Governmental Body or any judicial or administrative order, award, judgment or decree applicable to the Estrella Shareholder, or

(iv) Any provision of the constating documents, articles, by-laws, shareholders agreement, partnership agreement, resolutions, or other governing documents of the Estrella Shareholders, if not an individual,

(b) Result in the creation of any Lien upon any or all of the Estrella Shares under any agreement or instrument whatsoever; or

(c) Give to any person any material interest or rights that have not been waived prior to the date thereof, including pre-emptive or preferential rights of purchase of any part or all of the Estrella Shares, or any right of termination, cancellation or acceleration under any agreement, instrument, license, permit or authority referred to in Section 5.7(a)(i);

5.8. Filings, Consents and Approvals – Estrella Shareholders. No permits, licenses, certifications, approvals, consents, or other action of a Governmental Body is required for the execution, delivery or performance by the Estrella Shareholder of the Transaction Documents or the transactions contemplated hereby or thereby.

5.9. Organization and Qualification. Estrella is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Estrella is neither in violation nor in default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Estrella is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

5.10. Subsidiaries, Partnerships and Joint Ventures. Estrella does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Purchaser. Estrella is not a partner or a participant in any partnership, joint venture, profit sharing arrangement or other association of any kind, including as a beneficiary or trustee in any trust arrangement and is not party to any agreement under which Estrella agrees to carry on any part of its business or any other activity in such manner or by which Estrella agrees to any revenue or profit sharing arrangement.

5.11. Capitalization. The capitalization of Estrella is as set forth on Schedule 5.11, and Schedule 5.11 sets forth the number of Estrella Shares and Estrella Share Equivalents owned beneficially, and of record, by the Estrella Shareholders as of the date thereof. Except as set forth on Schedule 5.11, Estrella has not issued any capital stock. No Person has any right of first refusal, preemptive right, right of participation, or any similar right granted by Estrella to participate in the transactions contemplated by the Transaction Documents other than rights in favour of the Estrella Shareholders, which rights shall be waived by each of the Estrella Shareholders on or before Closing. Except as set out in Schedule 5.11, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares in the capital stock, or contracts, commitments, understandings or arrangements by which Estrella is or may become bound to issue additional shares in the capital stock of Estrella or Estrella Share Equivalents. The consummation of the transactions contemplated under the Transaction Documents will not obligate Estrella to issue interests in the share capital of Estrella or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Estrella securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as described in Section 5.1, all of the outstanding shares of Estrella's share capital are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all applicable laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. On the Closing Date no further approval or authorization of any shareholder, the Estrella Directors or others will be required to complete the transactions contemplated under the Transaction Documents. There are no shareholder agreements, voting agreements or other similar agreements with respect to Estrella's share capital to which Estrella or the Estrella Shareholders is a party.

5.12. Shareholder Loans. Except as described in Schedule 5.13, there are no shareholder loans outstanding or any other outstanding indebtedness or liabilities owed or payable by Estrella to the Estrella Shareholders other than the Assumed Debts.

5.13. Outstanding Liabilities. Other than trade payables incurred by Estrella in the ordinary course of operating the Business that are unsecured and not overdue by more than six (6) months (unless being contested in good faith) and those liabilities specifically set forth in Schedule 5.13 (the "Assumed Debts"), Estrella has, or will at Closing have, no outstanding Indebtedness.

5.14. Authorization; Enforcement. Estrella has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. On the Closing Date, the execution and delivery of each of this Agreement and the other Transaction Documents by Estrella and the consummation by it of the transactions contemplated hereby and thereby will be duly authorized by all necessary action on the part of Estrella and no further action will be required by Estrella, the Estrella Directors or the Estrella Shareholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement, and each other Transaction Document to which Estrella is a party, has been (or upon delivery will have been) duly executed by Estrella and, when delivered in accordance with the terms thereof and thereof, will constitute the valid and binding obligation of Estrella enforceable against Estrella in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

5.15. No Conflicts. The execution, delivery and performance by Estrella of this Agreement and the other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of Estrella's certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of Estrella, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Estrella debt or otherwise) or other understanding to which Estrella is a party or by which any property or asset of Estrella is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Estrella is subject (including federal and state securities laws and regulations), or by which any property or asset of Estrella is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

5.16. Filings, Consents and Approvals. Estrella is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by Estrella of the Transaction Documents, other than consents, waivers, authorizations, orders, notices, filings or registrations necessary in connection with the Required Approvals.

5.17. Books and Records. The books and records of Estrella fairly and correctly set out and disclose in all material respects, in accordance with Canadian generally accepted accounting principles applicable to private enterprises, the financial position of Estrella as at the date thereof, and all material financial transactions of Estrella relating to the Business have been accurately recorded in such books and records.

5.18. Corporate Records. The corporate records and minute books of Estrella contain complete and accurate copies of their respective constating documents, minutes of all meetings and resolutions of the directors or managers (including any committees thereof) and shareholders of Estrella, respectively, and the share certificate books, register of shareholders, register of transfers and register of directors or managers of Estrella are complete and accurate in all material respects.

5.19. Officers and Directors. The officers and directors of Estrella are as follows:

Name	Position
Raul Ernesto Lima Osorio	Director and Chair of the Board
Diego Cillóniz Montesinos	Director and General Manager
Fernando Valencia Dibós	Director

5.20. Estrella Financial Statements. The Estrella Financial Statements have been prepared in accordance with ASPE and present fairly the assets, liabilities and the financial position of Estrella as at the dates indicated and the results of operation of Estrella for the periods indicated and no Material Adverse Effect in such financial position or such results of operation has occurred since the dates thereof.

5.21. No Material Changes. Since the date of the Estrella Financial Statements, the Business has been carried on in the normal course and:

(i) no dividend or other distribution on any shares in the capital of Estrella has been made, declared or authorized and Estrella has neither purchased nor redeemed nor agreed to purchase or redeem any of the shares in its capital;

(ii) no payment of any kind has been made or authorized to or on behalf of any of the Estrella Shareholders or to or on behalf of officers, directors or shareholders of Estrella; and Estrella has not paid or agreed to pay any compensation, pension, bonus, share of profits or other benefit to, or for the benefit of, any employee, director or officer of Estrella except in the ordinary course of business and has not increased or agreed to increase the compensation of any director, officer or management employee except in the ordinary course of business;

(iii) there has not been any material adverse change in the financial position or condition of Estrella or any damage, loss or other material adverse change in circumstances affecting Estrella’s Business or its right or capacity to carry on business;

(iv) Estrella has not transferred, assigned, sold or otherwise disposed of any of its assets except in the ordinary course of business and has not mortgaged, pledged, subjected to lien, granted a security interest in or otherwise encumbered any of its assets;

(v) has not discharged or satisfied any Lien or paid any obligation or liability (fixed or contingent) other than liabilities included in the Estrella Financial Statements and liabilities incurred since the date of the Estrella Financial Statements in the ordinary course of business;

(v) Estrella has not suffered an extraordinary loss, or waived any rights of material value, or entered into any material commitment or transaction not in the ordinary course of business; and

(vi) Estrella has not incurred or assumed any obligation or liability (fixed or contingent), except secured and unsecured current obligations and liabilities incurred in the ordinary course of business.

5.22. Sole Business. The Business is the only business which has been or is currently conducted by Estrella.

5.23. Material Contracts and Capital Commitments. Schedule 5.23 sets forth the material agreements, contracts, mortgages, indentures and leases to which Estrella is a party or to which it is bound (each, a “Estrella Material Contract” and collectively, the “Estrella Material Contracts”). Each Estrella Material Contract is valid and binding and is in full force and effect, and Estrella has not, nor to Estrella or the Estrella Shareholders’s knowledge has any third party, breached any material provision of, or is in default under the terms of, any such Estrella Material Contract.

5.24. Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of Estrella or the Estrella Shareholders, threatened against or affecting Estrella or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated therein or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither Estrella nor any director or officer thereof is or has been the subject of any Action involving a claim of violation of or liability under applicable securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of Estrella and the Estrella Shareholders, there is not pending or contemplated, any investigation by any Governmental Body involving Estrella, or any current or former director or officer of Estrella.

5.25. Labour Relations. No labour dispute exists or, to the knowledge of Estrella and the Estrella Shareholders, is imminent with respect to any of the employees of Estrella, which could reasonably be expected to result in a Material Adverse Effect. None of Estrella's employees is a member of a union that relates to such employee's relationship with Estrella, and Estrella is not a party to a collective bargaining agreement, and Estrella believes that their relationships with their employees are good. To the knowledge of Estrella and the Estrella Shareholders, no executive officer of Estrella is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject Estrella to any liability with respect to any of the foregoing matters. Estrella is in compliance with all applicable laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.26. Compliance. To Estrella and the Estrella Shareholders's knowledge, after reasonable investigation, Estrella: (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by Estrella under), nor has Estrella or the Estrella Shareholders received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or (iii) is not or has not been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

5.27. Regulatory Permits. Estrella possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct the Business as currently conducted by Estrella, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect ("Material Permits"), and Estrella has not received any notice of proceedings relating to the revocation or modification of any Material Permit.

5.28. Cochabamba Property.

(a) Schedule 5.28 sets forth a true, accurate and complete description of each of the mineral rights comprising the Cochabamba Property.

(b) Estrella is the legal and beneficial owner of an undivided 100% interest in the mineral rights comprising the Cochabamba Property, free and clear of all Liens, and Estrella is not a party to any agreement to grant any Liens over its interest in the Cochabamba Property.

(c) To the best of the Estrella Shareholder's knowledge, each of the mining concessions comprising the Cochabamba Property have been validly located and are duly recorded, valid and in good standing.

(d) All required expenditures, work commitments, maintenance fee payments or other obligations necessary to keep the Cochabamba Property in good standing, including but not limited to any filings required to be made with any Governmental Body, have been made or otherwise met.

(e) To the best of the Estrella Shareholder's knowledge, no person has any right to, or any interest in, the Cochabamba Property or rights to any royalty or any minerals in situ or produced from the Cochabamba Property, whether such right is exercisable now or in the future, or is contingent or otherwise, with the exception of the Pampas 1, Pampas 2 and Tayacoto mining concessions, which are subject to a 1% NSR Royalty over any minerals mined from these properties, payable to Lara Perú S.A.C.

(f) No option, right of first refusal, farm-in, pre-emptive or similar rights of any nature, have been granted or issued by Estrella in respect of its interest in the Cochabamba Property.

(g) To the best of the Estrella Shareholder's knowledge, all fees, rentals, royalties, rates, taxes, bonds and other payments in respect of the Cochabamba Property have been fully paid or satisfied within the time required for such payment.

(h) There is no judgment, decree, injunction, ruling or order of any court, Governmental Body instrumentality or arbitrator and no claim, suit, action, litigation, arbitration or governmental proceeding is in progress, pending or, to the best of the Estrella Shareholder's knowledge, threatened, against, relating to or affecting the Cochabamba Property.

(i) To the best of the Estrella Shareholder's knowledge, all activities and operations carried out by or on behalf of Estrella on the Cochabamba Property have been conducted in compliance with all applicable laws and directives of any Governmental Body, and Estrella has not received notice of any non-compliance from any such Governmental Body.

(j) Estrella possesses and owns good title to any material exploration reports, studies, assessments, information and materials prepared in relation to the Cochabamba Property, whether such reports, studies, assessments, information or materials were prepared by Estrella or any other party.

(k) No mining concessions have been granted that overlap the areas covered by the Cochabamba Property and, under applicable law, any ongoing mining claims which may have been filed partially overlapping the area of one or more of the mining concessions comprising the Cochabamba Property will need to respect the areas of the mining concessions comprising the Cochabamba Property.

(l) Estrella has not received any notice that any of the mineral rights constituting the Cochabamba Property has been, or will be, revoked, suspended or modified, or will not be renewed, and the Estrella Shareholder is not aware of any circumstance that could give rise to any such revocation, suspension, modification or non-renewal.

5.29. Title to Assets. Estrella has good and marketable title in fee simple to all real property owned by it as set forth in Schedule 5.29 and good and marketable title in all personal property owned by it that is material to the Business, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Estrella and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with IFRS and the payment of which is neither delinquent nor subject to penalties. Estrella does not lease any real property. Estrella has not granted or entered into any agreement, option,

understanding or commitment to sell or otherwise dispose of or grant any Liens upon any of their respective real or personal property or assets, or any part thereof, or any right or privilege capable of becoming an agreement, option, understanding or commitment to sell or otherwise dispose of or grant any Liens upon any of their respective real or personal property or asset or any part thereof, other than sales or other dispositions made in the ordinary course of business.

5.30. Intellectual Property. Estrella has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect as set forth in Schedule 5.30 (collectively, the "Intellectual Property Rights"). Estrella and the Estrella Shareholders have not received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Estrella and the Estrella Shareholders have not received a written notice of a claim and otherwise do not have any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of Estrella and the Estrella Shareholders, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. Estrella has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.31. Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, Estrella (i) has made or filed all federal, provincial and local income tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers and managers of Estrella know of no basis for any such claim.

5.32. Related Party Indebtedness. Except as disclosed in Schedule 5.32 and salaries incurred in the ordinary course of business since the date thereof, Estrella has no loans or indebtedness outstanding which have been made to or from directors, former directors, officers, shareholders and employees of Estrella n or to any person or corporate body not dealing at arm's length with any of the foregoing, and will not, prior to closing, pay any such indebtedness unless in accordance with budgets agreed in writing by the Purchaser.

5.33. Reporting Issuer Status. Estrella is not a "reporting issuer" in any jurisdiction in Canada, Peru or elsewhere, and there is no published trading market in any jurisdiction in respect of the Estrella Shares.

5.34. Complete Disclosure. To the best of the Estrella Shareholder's knowledge, no statement of fact made by Estrella or the Estrella Shareholder, or their respective representatives under or in connection with this Agreement or the transactions contemplated herein contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no fact presently known to Estrella Shareholder which has not been disclosed which has a Material Adverse Effect, or to the best of the Estrella Shareholder's knowledge could reasonably be expected to have a Material Adverse Effect.

5.35. Environmental Matters.

(a) Except as would not reasonably be expected to have a Material Adverse Effect, Estrella is: (i) in compliance with all applicable Environmental Laws; and (ii) possesses and is in compliance with all Environmental Permits necessary to operate the Business.

(b) All such Environmental Permits are listed in Schedule 5.35. The Environmental Permits are in full force and effect. There are no Actions in progress, or, to the knowledge of Estrella and the Estrella Shareholders, pending or threatened, that may result in the cancellation, revocation or suspension of any Environmental Permit.

(c) None of Estrella, the Business or the assets (real and personal, tangible and intangible) of Estrella are the subject of any Remedial Order.

(d) Estrella and the Estrella Shareholders have not received, in the past five (5) years, any Environmental Notice alleging that Estrella is in violation of or has any liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, under any Environmental Law that is unresolved.

(e) Estrella has not entered into or agreed to any consent, settlement or other agreement, nor is Estrella subject to any Governmental Order in any judicial, administrative, arbitral or other forum relating to compliance with or any liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise under any Environmental Law.

(f) Estrella has not released any Hazardous Substances at, on or under any part of the Real Property, and, to the knowledge of Estrella and the Estrella Shareholders, after reasonable investigation, there are no Hazardous Substances present within the area bounded by the ceiling, walls and floor of any building on any leased Real Property (and excluding anything outside these boundaries), in each case except as would not reasonably be expected to result in a material liability under any Environmental Law.

(g) Estrella and the Estrella Shareholders have made available to Purchaser all material Environmental audits, assessments, reports and similar reviews and all material correspondence regarding Environmental matters, to the extent that such records are in the possession or under the control of Estrella or the Estrella Shareholders.

(h) Schedule 5.35 contains a complete and accurate list of all active or abandoned above ground or underground storage tanks owned or operated by Estrella.

(i) Neither Estrella nor the Estrella Shareholders are aware of or reasonably anticipates, as of the Closing Date, any condition, event or circumstance concerning the Environmental Release or regulation of Hazardous Substances that might, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the Business or assets of the Corporation as currently carried out.

COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser covenants, represents and warrants with and to Estrella and the Estrella Shareholders as follows and acknowledges that Estrella and the Estrella Shareholders are relying upon such covenants, representations and warranties in entering into this Agreement:

6.1. Organization and Qualification. The Purchaser is a company duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Purchaser is not in violation or default of any of the provisions of its notice of articles, articles or other organizational or charter documents. The Purchaser is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding

has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

6.2. Capitalization. The authorized capital of the Purchaser consists of an unlimited number of common shares without par value, of which, as of the date of this Agreement, 30,730,405 common shares are issued and outstanding.

6.3. Authorization: Enforcement. The Purchaser has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. On the Closing Date, the execution and delivery of each of this Agreement and the other Transaction Documents by the Purchaser and the consummation by it of the transactions contemplated hereby and thereby will be duly authorized by all necessary action on the part of the Purchaser and no further action will be required by the Purchaser, its board of directors or its shareholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by each of the Purchaser and, when delivered in accordance with the terms thereof and thereof, will constitute the valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable Law.

6.4. No Conflicts. The execution, delivery and performance by each of the Purchaser and the Parent of this Agreement and the other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Purchaser's or the Parent's articles of incorporation or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Purchaser or the Parent or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Purchaser debt, a Parent debt or otherwise) or other understanding to which the Purchaser or the Parent is a party or by which any property or asset of the Purchaser or the Parent is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Purchaser or the Parent is subject (including federal and state securities laws and regulations), or by which any property or asset of the Purchaser and the Parent is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

6.5. Filings, Consents and Approvals. The Purchaser is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Purchaser of the Transaction Documents to which it is a party, other than consents, waivers, authorizations, orders, notices, filings or registrations necessary in connection with the Required Approvals.

6.6. Issuance of the Securities. Upon Closing, all the Purchaser Shares issued to the Estrella Shareholders will be validly issued, fully paid and non-assessable shares in the capital of the Purchaser.

6.7. Reporting Issuer. The Purchaser is a reporting issuer in good standing in the province of British Columbia and Alberta, and is not in default of any applicable securities, taxation and corporate legislation, regulations, orders, notices or policies in force therein.

6.8. Disclosure Record. The Purchaser has timely filed with the relevant authorities all documents required to have been filed by it under the securities laws applicable to it. As of their respective dates, each of the Purchaser Public Filings complied in all material respects with the requirements of the applicable securities laws pertaining to such filings, and none of the Purchaser Public Filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made. There have been no confidential material change reports filed by the Purchaser with any securities regulatory authority having jurisdiction. No material adverse change in the Purchaser's financial position has taken place since the date of the latest balance sheet contained in its most recent audited financial statements, except as publicly disclosed in the Parent Public Filings.

6.9. Exchange Listing and Filings. The Purchaser Shares are listed on the TSXV and, on the Closing Date, the Purchaser Shares issuable upon exercise of the Purchaser Warrants issued to the Seller as set out in Section 2.2 hereto will have been, or will prior to the Closing Date, be approved for issuance, listing and, upon expiry of all resale restrictions, trading through the TSXV.

6.10. Purchaser Financial Statements. The Purchaser Financial Statements have been prepared in accordance with applicable securities laws and in accordance with IFRS and present fairly the assets, liabilities and the financial position of the Purchaser as at the dates indicated and the results of operation of the Purchaser for the periods indicated and no Material Adverse Effect in such financial position or such results of operation has occurred since the dates thereof. The Purchaser has not received any advice or notification from its independent certified public accountants that the Purchaser has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Purchaser Financial Statements or the books and records of the Purchaser, any properties, assets, liabilities, revenues or expenses.

6.11. Litigation. There is no Action pending or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser or any of its properties or assets before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated therein or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Purchaser, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under applicable securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Purchaser, there is not pending or contemplated, any investigation by any Governmental Body involving the Purchaser or any current or former director or officer of the Purchaser.

6.12. Compliance. To the Purchaser's knowledge, after reasonable investigation, the Purchaser is not: (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Purchaser or the Parent thereunder), nor has the Purchaser received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or (iii) and has not been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

6.13. Taxes. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Purchaser (i) has made or filed all federal, state and local income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that

are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Purchaser know of no basis for any such claim.

7. ADDITIONAL COVENANTS OF PARTIES

7.1. Covenants of Estrella and the Estrella Shareholders. Estrella and the Estrella Shareholders hereby covenant and agree with the Purchaser as follows, and the Estrella Shareholders hereby covenant and agree to do such things as may be necessary or desirable to cause or permit Estrella to comply with the following:

(a) Due Diligence. Estrella will, and the Estrella Shareholders will cause Estrella to, permit the Purchaser and its agents or designees to perform due diligence reviews on the Business and the assets, liabilities, operations and condition (financial or otherwise) of Estrella from the date first set forth on the front page of this Agreement up to and including the Closing Date. Estrella and the Estrella Shareholders will, and will cause Estrella, to cooperate in all respects with such due diligence and shall provide the Purchaser or its agents or designees with all information reasonably requested by the Purchaser or its agents or designees with respect thereto. Notwithstanding the generality of the forgoing, Estrella, and the Estrella Shareholders will cause Estrella to, deliver to the Purchaser audited financial statements for the year ended December 31, 2023, unaudited financial statements for the year ended December 31, 2022 and the unaudited interim financials for the period ended March 31, 2024 and the comparative period ended March 31, 2023 upon the execution of this Agreement by each of the parties hereto.

(b) Conduct of Business. Between the date of this Agreement and the Closing of the transactions contemplated hereby, unless otherwise expressly contemplated or permitted in this Agreement or consented to in writing by the Purchaser, Estrella will and the Estrella Shareholders will cause Estrella to:

(i) Conduct the Business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws;

(ii) Maintain the books, records and accounts of Estrella in the ordinary course of business and record all transactions on a basis consistent with ASPE;

(iii) Except as set forth in Section 5.1, not amend the articles, by-laws or other constating documents of Estrella or the terms of the outstanding securities of Estrella, including any outstanding indebtedness and credit facilities of Estrella;

(iv) Not amalgamate, merge or otherwise consolidate itself with any other person or adopt or enter into a plan of liquidation or dissolution with respect to itself;

(v) Not issue, sell, pledge, lease, dispose of or otherwise encumber any securities or any options, warrants or other rights to acquire securities, or redeem or purchase any of the outstanding securities of or ownership interests in Estrella;

(vi) Not incur or commit to incur any indebtedness for borrowed money (other than trade payables incurred in the ordinary course of business);

(vii) Not guarantee, endorse or otherwise become responsible for any material liability, obligation or indemnity of any other person, or make any loans or advances;

(viii) Not split, consolidate or reclassify any of the shares nor undertake any other capital reorganization;

(ix) Not sell, lease, encumber or otherwise dispose of, directly or indirectly, any business, properties or assets of Estrella, other than in the ordinary course of their respective businesses;

(x) Not enter into any partnership, joint venture, memorandum of understanding, strategic alliance or similar agreement, arrangement or relationship, or any new material contract (other than contracts in the ordinary course of business); and

(xi) Not declare, set aside or pay any dividend or other distribution to its Shareholder or other owners.

(c) Sponsorship Report. If a Sponsorship Report is required by the TSXV, the Estrella Shareholders and Estrella shall cooperate with the Sponsor in respect of its preparation of the Sponsorship Report.

(d) PIFs. The Estrella Shareholder shall cause Raul Ernesto Lima Osorio to, as soon as practicable after the date of this Agreement, complete and submit to the TSXV a TSXV Form 2A – Personal Information Form or, if applicable and permitted by the TSXV, a TSXV Form 2C1 – Declaration.

(e) Conditions of Closing. Estrella and the Estrella Shareholders shall use commercially reasonable efforts to cause each of the terms and conditions precedent for the benefit of the Purchaser to be fulfilled on or before the Closing Date.

7.2. Covenants of the Purchaser. The Purchaser hereby covenants and agrees with Estrella and the Estrella Shareholders as follows:

(a) Sponsorship Report. If required by the TSXV, the Purchaser shall engage and retain a Sponsor to provide a Sponsorship Report to the TSXV at the Purchaser's cost and expense.

(b) Conditions to Closing. The Purchaser shall use commercially reasonable efforts to cause each of the conditions to closing for the benefit of Estrella and the Estrella Shareholders to be fulfilled on or before the Closing Date.

(c) Directors and Officers. Effective as of Closing, the following persons shall be appointed and/or reconfirmed as the directors and officers of the Purchaser:

Name	Position(s)
Luis Saenz	Chief Executive Officer and President
Raul Ernesto Lima Osorio	Director
Mark D. Sumner	Director
Christina Cepeliauskas	Director
Duncan Quinn Smith	Director
William Tsang	Chief Financial Officer

(d) Name Change. The Purchaser shall complete the Name Change on or prior to Closing.

7.3. Mutual Covenants. Each of the Purchaser, Estrella and the Estrella Shareholders hereby covenant and agree each with the other as follows:

(a) Confidentiality.

(i) All information regarding Estrella and the Estrella Shareholders and their respective affiliates, provided to the Purchaser under this Agreement or in

furtherance of the transactions contemplated hereunder, will be kept in strict confidence by the Purchaser and its affiliates or agents and will not be used, dealt with, exploited or commercialized or disclosed to any third party (other than the Purchaser's professional advisors with a need to know such information for the purposes contemplated in this Agreement) by the Purchaser or any affiliate or agent of the Purchaser without the prior written consent of Estrella unless (A) such disclosure is required by law, by regulatory authorities having jurisdiction with respect to the Purchaser or the transactions contemplated herein or by the TSXV, or (B) such disclosure is reasonably necessary for the completion of the transactions contemplated herein. If the transactions contemplated in this Agreement do not proceed for any reason, then upon receipt of a written request from Estrella, the Purchaser will immediately return to Estrella or destroy all information regarding Estrella, the Estrella Shareholders and their respective affiliates provided in connection with the transactions contemplated in this Agreement.

(ii) All information regarding the Purchaser and its affiliates, provided to Estrella or the Estrella Shareholders under this Agreement or in furtherance of the transactions contemplated hereunder, will be kept in strict confidence by Estrella and the Estrella Shareholders and their respective affiliates or agents and will not be used, dealt with, exploited or commercialized or disclosed to any third party (other than the Estrella's and he Estrella Shareholders' professional advisors with a need to know such information for the purposes contemplated in this Agreement) by Estrella or the Estrella Shareholders or any affiliate or agent of Estrella or the Estrella Shareholders without the prior written consent of the Purchaser unless (A) such disclosure is required by law, by regulatory authorities having jurisdiction with respect to Estrella or the Estrella Shareholders, as the case may be, or the transactions contemplated herein or by the TSXV, or (B) such disclosure is reasonably necessary for the completion of the transactions contemplated herein. If the transactions contemplated in this Agreement do not proceed for any reason, then upon receipt of a written request from the Purchaser, Estrella and the Estrella Shareholders will immediately return to the Purchaser or destroy all information regarding the Purchaser and its affiliates provided in connection with the transactions contemplated in this Agreement.

(iii) Notwithstanding the generality of the forgoing, the provisions of Section 7.3(a)(i) and 7.3(a)(ii) shall not apply to any information that the Purchaser (in the case of Section 7.3(a)(i)) or Estrella or the Estrella Shareholders (in the case of Section 7.3(a)(ii)) can demonstrate:

(A) is or becomes available to the public other than as a direct or indirect result of any violation by the Purchaser of Section 7.3(a)(i) or Estrella or the Estrella Shareholders of Section 7.3(a)(ii);

(B) is or becomes available to the Purchaser (in the case of Section 7.3(a)(i)) or Estrella or the Estrella Shareholders (in the case of 7.3(a)(ii)) on a non-confidential basis from a source other than the Purchaser or Estrella, provided that such source does not owe a duty of confidentiality to Estrella or the Estrella Shareholders (in the case of Section 7.3(a)(i)) or the Purchaser (in the case of Section 7.3(a)(ii));

(C) is or was demonstrably independently developed by the Purchaser (in the case of Section 7.3(a)(i)) or Estrella or the Estrella Shareholders (in the case of 7.3(a)(ii)) without the use of any information disclosed pursuant to Section 7.3(a)(i)) or Section 7.3(a)(ii)); or

(D) was lawfully and demonstrably in the possession of the Purchaser (in the case of Section 7.3(a)(i)) or Estrella or the Estrella Shareholders (in the case of Section 7.3(a)(ii)) prior to its disclosure by Estrella or the Estrella Shareholders or the Purchaser.

(b) Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to the terms set out herein, except in accordance with the terms and conditions of this Agreement, each of Estrella and the Estrella Shareholders will not directly or indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or otherwise consider the merits of any unsolicited inquiries or proposals from, any person or entity (other than the Purchaser) relating to any transaction involving (i) the sale of any of the business or the assets of Estrella (other than sales made in the ordinary course of business); (ii) any sale of Estrella’s capital stock or other ownership interests; or (iii) any merger, consolidation, business combination or similar transaction. Estrella and the Estrella Shareholders agree to promptly notify each other if either of them receives an unsolicited offer for any such transaction, or obtains information that such an offer is reasonably likely to be made, which notice shall include the identity of the prospective offeror and the consideration to be paid and terms of the prospective offer.

7.4. Taxes.

(a) On or before the statutory due date, the Estrella Shareholders shall prepare, or shall cause to be prepared, in accordance with applicable law and past practice of Estrella and after providing Purchaser with a reasonable opportunity to review and, upon receipt of Purchaser’s approval (which approval shall not be unreasonably withheld, conditioned or delayed), filed, on behalf of and in the name of Estrella, all income tax returns, reports, elections, claims and other documents required to be filed by Estrella by law for any periods ending prior to the Closing Date relating to any income taxes, duties, withholding taxes, Pre-Closing Tax Period of the Corporation that are not required to be filed on or before the Closing Date.

(b) If the Purchaser or Estrella receives an assessment or reassessment (each, an “Assessment”) from any governmental authority in respect of any tax return, report, declaration or other similar document (each a “Tax Return”) for any period prior to the Closing Date (a “Prior Tax Period”), the Purchaser shall deliver or cause to be delivered to the Estrella Shareholders a copy of such Assessment. The Purchaser, Estrella and the Estrella Shareholders will cooperate in responding to or contesting any Assessment. If the Purchaser or Estrella becomes entitled to a refund of all or a portion of any amount relating to an Assessment of which the Estrella Shareholders have, by payment to the Purchaser or the relevant governmental authority, indemnified or paid the Purchaser or Estrella, then an amount equal to such refund shall be paid to the applicable Estrella Shareholder promptly after receipt of payment of such refund, provided that, if such refund is applied by the Purchaser or Estrella to any taxes for any periods after the Closing Date, the Purchaser shall be deemed to have received such refund upon receipt of notice of such refund. Any amounts paid pursuant to this Section 7.4 shall be treated as an adjustment to the purchase price for the Estrella Shares.

8. SECURITIES REGULATORY APPROVALS AND RESALE RESTRICTIONS

8.1. The terms of this Agreement are subject to the approval of all securities regulatory authorities having jurisdiction with respect to this Agreement and the transactions contemplated herein, including, but not limited to, the TSXV (the “Required Approvals”).

8.2. The Purchaser will with reasonable diligence do all such things and provide all such reasonable assurances as may be required to obtain the approval of all applicable regulatory authorities, including the TSXV, to the transactions contemplated in this Agreement.

8.3. Estrella shall provide to the Purchaser all information reasonably required by the Purchaser for

inclusion in, and for the preparation of any documents or forms to be prepared and filed by the Purchaser with the TSXV with respect to the transactions contemplated in this Agreement.

8.4. The Estrella Shareholders and Estrella shall promptly comply with all reasonable conditions and requirements of the TSXV to the completion of the transactions contemplated herein. Notwithstanding the generality of the forgoing, the Estrella Shareholders agree to enter into such escrow or similar agreements as may be required by the TSXV.

8.5. If the TSXV or any other securities regulatory authority having jurisdiction with respect to this Agreement and the transactions contemplated herein (collectively the "Securities Authorities"), shall prevent the consummation of the transactions contemplated herein, neither of the parties nor their respective directors, officers, legal counsel, servants, or agents shall in any way be liable to the other parties to this Agreement in respect of any damages or losses suffered by them as a result of such failure of the Securities Authorities to give their approval, provided that such party has, with all due diligence and in good faith, used its commercially reasonable efforts to obtain the approval of such Securities Authorities.

8.6. The Estrella Shareholders acknowledge that the Share Consideration, will be, issued pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws and that, as a result, the Share Consideration may be subject to restrictions on resale imposed by applicable Canadian securities laws until:

(a) all applicable resale restrictions have been satisfied and the applicable hold period has expired in accordance with NI 45-102; or
(b) a further exemption under NI 45-106 or the applicable securities legislation is available to the Estrella Shareholder; or
(c) an appropriate discretionary order under applicable securities legislation is obtained; or
(d) the Estrella Shareholder is a control person, has satisfied all conditions relating to sales by control persons set out in NI 45-102 or the applicable securities legislation.

8.7. The Estrella Shareholders understand, acknowledge and agree that, if required under applicable Canadian securities laws or the rules and policies of the TSXV or both, all the certificates representing the Share Consideration, as well as all certificates issued in exchange for or in substitution thereof, shall bear the following legends:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY [insert the date that is four months and a day after the distribution date].

WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert the date that is four months and a day after the distribution date].

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

9.1. The covenants, agreements, representations, warranties, and indemnities of the parties contained in this Agreement shall:

(a) With respect to the Estrella Shareholders and the Purchaser, survive Closing of the transactions contemplated herein and, notwithstanding Closing or any documents delivered or investigations made in connection therewith, shall continue in full force and

effect for a period of two (2) years after Closing, provided that a claim for breach of any representations or warranties contained in this Agreement involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law; and

(b) With respect to Estrella, terminate upon Closing of the transactions contemplated herein.

Without limiting the generality of the forgoing, a claim for a breach of any such representation or warranty, to be effective, must be asserted in writing on or prior to the applicable expiration time set out in this Section 9.1. Upon Closing of the transactions contemplated herein, the Estrella Shareholders hereby release Estrella from any claims for indemnification or contribution relating to or arising out of this Agreement or the transactions contemplated herein.

9.2. No investigations made by or on behalf of any or all of the parties to this Agreement at any time shall have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty made by any other party herein or pursuant hereto.

MISCELLANEOUS.

10.1. Time shall be of the essence of this Agreement.

10.2. This Agreement contains the whole agreement between the parties hereto in respect of the purchase and sale of Estrella Shares and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement.

10.3. This Agreement may be amended or modified only by written instrument executed by each of the parties affected thereby or by their respective successors and permitted assigns.

10.4. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and permitted assigns. The parties to this Agreement may not assign this Agreement without the prior written consent of each of the other parties hereto, which consent may be withheld for any reason whatsoever.

10.5. Unless otherwise specifically provided for herein, each of Estrella, the Estrella Shareholders and the Purchaser shall be responsible for the expenses (including fees and expenses of legal advisors, accountants and other advisors) incurred by them, respectively, in connection with the negotiation and settlement of this Agreement and the completion of the transactions contemplated hereby. In the event of a termination of this Agreement prior to consummation of the transactions contemplated hereby, the obligation of each party to pay its own expenses will be subject to any rights that such party may have arising from a breach of this Agreement by another party.

10.6. Any notice to be given under this Agreement shall be duly and properly given if made in writing and delivered or facsimiled or emailed to the addressee at the address as set out below for each of Estrella and the Purchaser, and for each of the Estrella Shareholders, at the address set forth on such Estrella Shareholders's signature page to this Agreement. Any notice given as aforesaid shall be deemed to have been given or made on, if delivered, the date on which it was delivered or, if facsimiled or emailed, on the next business day after it was facsimiled or emailed. Any party hereto may change its address for notice from time to time by providing notice of such change to the other parties hereto in accordance with the foregoing.

10.7. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the first business date after transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address set forth below at or prior to 5:30 p.m. (Pacific Time), (b) the second business day after the date of transmission, if such notice or communication is delivered via facsimile or email later than 5:30 p.m. (Pacific Time), (c) the date of delivery, if sent by Canadian

nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth below, provided that the parties hereto may change such address for notices and communications by providing the other parties hereto with notice in the form and manner set forth in this Section 10.7:

ESTRELLA GOLD S.A.C.
Av. Santo Toribio 115 Piso 8
San Isidro, Lima
Peru
Tel: +51 01 714 6969
Email: [email protected]

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

Diego Cillóniz
Tel: +51 990 249 086
Email: [email protected]

DAURA CAPITAL CORP.
501 – 543 Granville Street
Vancouver, BC
Canada V6C 1X8
Attention: Mark Sumner
Tel: (604) 669-0660
Email: [email protected]

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

Northwest Law Group
704 - 595 Howe Street
Vancouver, BC V6C 2T5
Attention: Christian Cu
Tel: 604-687-5792
Email: [email protected]
Fax: 604-687-6650

10.8. This Agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

10.9. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of British Columbia, and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia.

10.10. No claim shall be made by Estrella or any of the Estrella Shareholders against the Purchaser, or by the Purchaser against Estrella or any of the Estrella Shareholders, as a result of any misrepresentation or as a result of the breach of any covenant or warranty herein contained unless the aggregate loss or damage to such party exceeds $5,000.

-- EXECUTION PAGE FOLLOWS --

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

The Purchaser:

DAURA CAPITAL CORP.
by its authorized signatory:

/s/ Mark D. Sumner
Mark D. Sumner
CEO

The Target:

ESTRELLA GOLD S.A.C.
by its authorized signatory:

/s/ Raul Ernesto Lima Osorio
Name: Raul Ernesto Lima Osorio
Title: Executive Director

The Estrella Shareholders:

/s/ Raul Ernesto Lima Osorio
RAUL ERNESTO LIMA OSORIO

LARA EXPLORATION LTD.
by its authorized signatory:

/s/ Miles Thompson
Name: Miles Thompson
Title: Chairman

/s/ Preeya Lakhani
PREEYA LAKHANI

SCHEDULE 4.2(a)(v)

to that Share Purchase Agreement
dated the 16th day of July, 2024

Required Consents to be Delivered by Estrella and Estrella Shareholders Prior to Closing

Letters issued by the Estrella Shareholders addressed to Estrella’s General Manager informing of their decision to waive their rights of first refusal under article 12 of Estrella’s Bylaws.

SCHEDULE 5.11

to that Share Purchase Agreement

dated the 16th day of July, 2024

Capitalization of Estrella

Designation of Security	Amount Authorized	Total Amount Outstanding
Shares with voting rights, nominal value of one (1) sol per share (S / 1.00)	176,000	176,000 (175,000 Capital Increase Shares, pending registration)

Estrella Shareholders

Legal and Beneficial Holder	No. of Estrella Shares	%	No. of Purchaser Shares
Raul Ernesto Lima Osorio	950 (registered)
122,250 (Capital Increase Shares, pending registration)	70%	4,900,000
	123,200 Total Estrella Shares
Lara Exploration Ltd.	50 (registered)
8,750 (Capital Increase Shares, pending registration)	5%	350,000
	8,800 Total Estrella Shares
Preeya Lakhani	44,000 (Capital Increase Shares, pending registration)	25%	1,750,000
Total	176,000 Total Estrella Shares	100%	7,000,000

SCHEDULE 5.13

to that Share Purchase Agreement
dated the 16th day of July, 2024

Assumed Debts

Creditor / Obligee	Description of Indebtedness	Principal and Interest Outstanding at June 30, 2024
Raul Ernesto Lima Osorio	Non-interest bearing advances to support operating activities.	US$237,929
Daura Capital Corp.	These loans are secured by the assets of Estrella Gold S.A.C. and bear interest at a rate of 10% per annum. These Loans were advanced to fund exploration work by Estrella and to make option payments on the Cochabamba Project	US$226,504
Luis Francisco Saenz		US$11,420

SCHEDULE 5.23

to that Share Purchase Agreement
dated the 16th day of July, 2024

Material Contracts of Estrella

None.

SCHEDULE 5.28

to that Share Purchase Agreement
dated the 16th day of July, 2024

Cochabamba Project

Mineral Rights

	Name	Class	Code	Resolution N°	N° of Electronic File (Lima)	Electronic Entry	Company's Entitlement
1	Tayacoto	Mining Concession	01-03405-17	1885-2019-INGEMMET/PE/PM	14357843	0002	Titleholder
2	Pampas 1	Mining Concession	01-03404-17	1957-2019-INGEMMET/PE/PM	14357765	0002	Titleholder
3	Pampas 2	Mining Concession	01-03406-17	2478-2019-INGEMMET/PE/PM	14367809	0002	Titleholder
4	Antonella Daniela	Mining Concession	03-00046-01	01438-2001-INACC/J	12049803	0012	Titleholder
5	Estrella 06-18	Mining Concession	01-04236-18	000897-2020-INGEMMET/PE/PM	14706772	0001	Titleholder
6	Estrella 07-18	Mining Concession	01-04238-18	000838-2020-INGEMMET/PE/PM	14706767	0001	Titleholder
7	Estrella 01-19	Mining Concession	01-00838-19	002355-2020-INGEMMET/PE/PM	14706779	0001	Titleholder
8	Estrella 02-19	Mining Concession	01-00860-19	002855-2023-INGEMMET/PE/PM	15403176	0001	Titleholder
9	Estrella 03-19	Mining Concession	01-00859-19	000482-2021-INGEMMET/PE/PM	14706793	0001	Titleholder
10	Estrella 05-19	Mining Claim	01-01869-24	Pending	Pending	Pending	Titleholder

SCHEDULE 5.29

to that Share Purchase Agreement
dated the 16th day of July, 2024

Real Property Held in Fee Simple

None.

SCHEDULE 5.30

to that Share Purchase Agreement
dated the 16th day of July, 2024

Intellectual Property

Trade Secrets:
None.
Patents and Pending Patents
None.
Registered Canadian and United States Trademark
None.

SCHEDULE 5.35

to that Share Purchase Agreement
dated the 16th day of July, 2024

Environmental Matters

Environmental Permits
None.

Storage Tanks
None.

AI assistant

Daura Gold Corp. M&A Activity 2024

47768_rns_2024-12-23_619e4646-856e-4c7b-967b-641864f47914.pdf

SHARE EXCHANGE AGREEMENT

AMONG:

AND:

AND:

WHEREAS:

1. INTERPRETATION

2. PURCHASE AND SALE OF SHARES

3. CONDITIONS PRECEDENT TO CLOSING

7. ADDITIONAL COVENANTS OF PARTIES

7.4. Taxes.

8. SECURITIES REGULATORY APPROVALS AND RESALE RESTRICTIONS

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

AI assistant

Daura Gold Corp. — M&A Activity 2024

47768_rns_2024-12-23_619e4646-856e-4c7b-967b-641864f47914.pdf

SHARE EXCHANGE AGREEMENT

AMONG:

AND:

AND:

WHEREAS:

1. INTERPRETATION

2. PURCHASE AND SALE OF SHARES

3. CONDITIONS PRECEDENT TO CLOSING

7. ADDITIONAL COVENANTS OF PARTIES

7.4. Taxes.

8. SECURITIES REGULATORY APPROVALS AND RESALE RESTRICTIONS

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

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