Denarius Metals — M&A Activity 2025

Mar 13, 2025

ALEXA
TRANSLATIONS

CERTIFICATE OF TRANSLATION

I, Lorena Pozo, certified translator duly appointed by OTTIAQ (license number 7538), do hereby certify that I am fluent in both the Spanish and the English languages and that I have revised and finalised the translation from Spanish into English of the documents:

1. CONTRATO DE COMPRAVENTA DE ACCIONES DE LA MERCANTIL “RIO NARCEA RECURSOS, S.A.” SUSCRITO POR LAS MERCANTIL “ALTO MINERALS, S.L.”, COMO PARTE VENDEDORA, Y LAS MERCANTILES “GEOLOGICA MONESTERIENSE, S.L.”, “CLAUDENIA PARTICIPACIONES EMPRESARIALES, S.L.”, Y MINERIA CUNI, S.L.”, COMO PARTE COMPRADORA.
2. PACTO DE SOCIOS.

I hereby further certify that the English version of the document is, to the best of my ability, a true and accurate translation of the original Spanish version.

Signed at Notre-Dame-des-Prairies (QC) on this 10th day of January 2025.

(signed) "Lorena Pozo"
Lorena Pozo
For ALEXA Translations
2001 Sheppard Avenue E, Suite 801
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SHARE PURCHASE AGREEMENT OF THE COMPANY “RIO NARCEA RECURSOS, S.A.” ENTERED INTO BY THE COMPANY "ALTO MINERALS, S.L.," AS THE SELLER, AND THE COMPANIES "GEOLOGICA MONESTERIENSE, S.L.," "CLAUDENIA PARTICIPACIONES EMPRESARIALES, S.L.," AND MINERIA CUNI, S.L.," AS BUYERS

In Madrid, on December 27, 2024

BY AND BETWEEN

On the one part,

Mr. JOSÉ ENRIQUE MIGUEL-SIN BOLEA, of legal age, of Spanish nationality, with an address for these purposes in [redacted], with Tax Identification Number [redacted], acting on behalf and in representation, in his capacity as Joint Managing Director of the company "ALTO MINERALS, S.L.," with registered office at 41005 Sevilla, Avenida de Eduardo Dato number 69, 3B, with Taxpayer Identification Number (N.I.F) [redacted], incorporated for an indefinite period by means of a deed authorized by the Notary Public of Seville, Mr. José María Florit de Carranza, on June 28, 2022, under notarial record number 2,016; recorded in the Commercial Register of Seville, in volume 6029, Folio 145, Page number SE-105500, Entry 1.

Hereinafter, the company ALTO MINERALS, S.L. shall be referred to as the "Seller."

And on the other part,

MR. ALEJANDRO AYALA FERNÁNDEZ PRIDA, of legal age, of Spanish nationality, with National Identification Card (D.N.I.) number [redacted], acting on behalf and in representation, in his capacity as Sole Administrator of the company GEOLOGICA MONESTERIENSE, S.L., (hereinafter referred to as "GEOLOGICA MONESTERIENSE") a corporation with registered office at 18005 Granada, calle de la Acera del Darro número 74, 1º, Spain, with N.I.F. [redacted] incorporated for an indefinite period by means of the deed executed by the Notary Public of Madrid, Mr. Francisco Calderón Álvarez, under notarial record number 743 on February 25, 2021, and recorded in the Commercial Register of Granada in volume 1755, folio 91, page GR-55949, Entry 1.

MR. IÑIGO RESUSTA COVARRUBIAS, of legal age, of Spanish nationality, with an address in [redacted], and D.N.I. number [redacted], acting on behalf and in representation of the company CLAUDENIA PARTICIPACIONES EMPRESARIALES, S.L.U., (hereinafter referred to as "CLAUDENIA"), a corporation with registered office in Madrid, calle de Jerez, número 4, portal 5, 4º B, Spain, with N.I.F. [redacted], incorporated for an indefinite period by means of the deed executed before the Notary Public of Madrid, Mr. José Blanco Losada,

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under notarial record number 3,492 on August 2, 2021, and recorded in the Commercial Register of Madrid in volume 30524, folio 17, page M-549363, Entry 1.

MR. MIGUEL ÁNGEL AGUADO GAVILAN, of legal age, of Spanish nationality, with an address in [redacted], and with D.N.I. number [redacted], acting on behalf and in representation of the company MINERIA CUNI, S.L.U. (hereinafter referred to as "MINERIA CUNI"), a corporation with registered office in Madrid, calle de Sopelana, número 9, chalet 10, Aravaca, Spain, with N.I.F. [redacted], incorporated for an indefinite period by means of the deed executed before the Notary Public of Madrid, Mr. Francisco Calderón Álvarez, under notarial record number 2,032 on May 19, 2021, and recorded in the Commercial Register of Madrid, in volume 41983, folio 170, page M-743415, Entry 1.

Hereinafter, the companies "GEOLOGICA MONESTERIENSE, S.L.," "CLAUNDENIA PARTICIPACIONES EMPRESARIALES, S.L.," and "MINERIA CUNI, S.L." shall be jointly referred to as the "Buyers."

All Parties, as they appear, mutually acknowledge each other's legal capacity to bind themselves and to execute this Purchase Agreement (hereinafter referred to as the "Agreement"), and for this purpose,

DECLARE

ONE. That the Seller is the full owner of 174,560 shares, numbered from 78,553 to 157,104, from 174,561 to 192,016 and from 270,569 to 349,120, all inclusive, of the company "RIO NARCEA RECURSOS, S.A." with N.I.F. [redacted], with registered address in Monesterio (Badajoz), Paraje de Aguablanca, incorporated for an indefinite period by means of the deed executed before the Notary Public of Madrid, Mr. Luis Sanz Rodero, on May 30, 2001, under notarial record number 2,711, recorded in the Commercial Register of Badajoz, volume 626, folio 187, section 8, page BA-26967, Entry 1 (hereinafter also referred to as the "Company"), which has a share capital of THREE HUNDRED FORTY-NINE THOUSAND, ONE HUNDRED TWENTY EUROS (€349,120.00), represented by 349,120 registered shares, each with a nominal value of ONE EURO (€1.00).

Said shares are free and clear from all charges, claims, liens, encumbrances, ancillary obligations, and with all the rights attached thereto.

TWO. The Buyers wish to acquire from the Seller 101,245 of the Company's shares mentioned in the preceding recital, representing

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29.00005729% of its share capital, free and clear of any charges, claims and encumbrances, and it is also in the Seller's interest to transfer said shares.

THREE. By virtue of the foregoing, with the Buyers intending to acquire the aforementioned shares and the Seller intending to transfer them, the Parties, mutually recognizing each other's necessary and sufficient legal capacity, enter into this SHARE PURCHASE AGREEMENT pursuant to the following:

STIPULATIONS

ONE. OBJECT AND PRICE OF THE PURCHASE AND SALE

Under this Agreement, the Seller sells and transfers to the Buyers, who purchase and acquire, free and clear of any charges, claims, encumbrances, and with all rights attached thereto, the following shares (said shares shall hereinafter be referred to as the "Shares"), for the price indicated below:

• To the company "GEOLOGICA MONESTERIENSE, S.L.," 45,560 shares, numbered 78,553 to 124,112 (TO BE VERIFIED), both inclusive, of the Company "RIO NARCEA RECURSOS, S.A.," which acquires and purchases them with all inherent rights, and free of charges and encumbrances, for the price of SIX MILLION, FIVE HUNDRED TWENTY-FIVE THOUSAND EUROS (€6,525,000.00).

• To the company " CLAUDENIA PARTICIPACIONES EMPRESARIALES, S.L.," 45,560 shares, numbered 124,113 to 157,104, and from 270,569 to 283,136 (TO BE VERIFIED), all inclusive, of the Company "RIO NARCEA RECURSOS, S.A.," which acquires and purchases them with all inherent rights, and free of charges and encumbrances, for the price of SIX MILLION, FIVE HUNDRED TWENTY-FIVE THOUSAND EUROS (€6,525,000.00).

• To the company "MINERIA CUNI, S.L.," 10,125 shares, numbered 283,137 to 293,261 (TO BE VERIFIED), both inclusive, of the Company "RIO NARCEA RECURSOS, S.A.," which acquires and purchases them with all inherent rights, and free of charges and encumbrances, for the price of ONE MILLION, FOUR HUNDRED FIFTY THOUSAND EUROS (€1,450,000.00).

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TWO. MEANS OF PAYMENT

The total price for the purchase and acquisition of the Shares described in this Agreement is FOURTEEN MILLION, FIVE HUNDRED THOUSAND EUROS (€14,500,000.00), which shall be paid by the Buyers to the Seller in installments and by any means of payment permitted by law, expressly including the offsetting of credits, which shall take effect automatically by law between the Parties within two months from the date of the notarization of this Agreement. By the express agreement of the Parties, the deferred amounts shall not accrue interest.

THREE. NOTARIZATION AS A PUBLIC DEED

The notarization of this Agreement as a public deed shall be carried out at the request of any of the Parties and, in any case, before January 31, 2025.

FOUR. NOTIFICATION TO THE COMPANY

The Parties undertake to notify the Company's governing body of the aforementioned transfer so that it may record it in the corresponding Shareholder Registry.

FIVE. EXPENSES AND TAXES

All expenses and taxes arising from this Agreement and the deed of sale shall be borne by the Buyer.

SIX. NOTIFICATIONS

All notices or communications required under this Agreement or related to it must be made in writing and in a reliable manner through any means permitted by law. For this purpose, the Parties designate the addresses stated in their appearances as their addresses for notifications.

Any change of address shall take effect from the moment such change has been duly notified to all other Parties.

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SEVEN. APPLICABLE LAW. JURISDICTION

This Agreement is subject to Spanish common law, excluding any regional regulations, and shall be interpreted in accordance therewith.

The Parties, expressly waiving any other jurisdiction that may apply to them, agree that any dispute or claim that may arise between them regarding the validity, execution, performance or termination, whether total or in part, of this Agreement shall be subject to the exclusive jurisdiction of the Courts and Tribunals of the capital city of Madrid.

In witness whereof, the Parties sign this Agreement in duplicate and for a single purpose, on the date and at the place indicated at the top of this document.

THE SELLER
ALTO MINERALS, S.L.

Mr. José Enrique Miguel-Sin Bolea

THE BUYERS

GEOLOGICA MONESTERIENSE, S.L. MINERIA CUNI, S.L.

Mr. Alejandro Ayala Fernández Prida Mr. Miguel Ángel Aguado Gavilán

CLAUDENIA PARTICIPACIONES
EMPRESARIALES, S.L.

Mr. Iñigo Resusta Covarrubias