OPTION AGREEMENT FOR THE POTENTIAL PURCHASE OF AN INTEREST IN THE ZANCUDO PROJECT

BETWEEN

ZANCUDO GOLD SUCURSAL COLOMBIA.

AND

IAMGOLD SUCURSAL COLOMBIA

FEBRUARY 27, 2017

OPTION AGREEMENT FOR THE POTENTIAL PURCHASE OF AN INTEREST IN THE ZANCUDO PROJECT

THIS AGREEMENT made as of the 27th day of February, 2017

BETWEEN:

ZANCUDO GOLD SUCURSAL COLOMBIA,

a Colombian branch of Zancudo Gold Corp., a corporation incorporated under the laws of the Republic of Panama, having a registered branch in Colombia with on office at Centro Ejecutivo, Calle 4 Sur #43a-195 Oficina 230 B

(hereinafter called the "Optionor")

AND

IAMGOLD SUCURSAL COLOMBIA a Colombian Brach of IAMGOLD Corp., a corporation incorporated under the laws of Canada, having a registered branch in Colombia with on office at Carrera 9A No. 99 - 02, Of. 805 Bogotá, Colombia

(hereinafter called the "Optionee")

WHEREAS the Optionor is the sole beneficial owner of certain mining titles and applications in Colombia (hereinafter defined as the "Mineral Dispositions");

AND WHEREAS the Optionor desires to grant to the Optionee and the Optionee desires to receive from the Optionor: (i) an option to acquire an initial undivided sixty five percent (65%) interest in the Mineral Dispositions by performing mineral exploration work; and (ii) an additional option to acquire a further undivided five percent $(5%)$ interest in the Mineral Dispositions, for an aggregate seventy percent (70%) interest in the Mineral Dispositions, by completing a Feasibility Study;

NOW THEREFORE this Agreement (as hereinafter defined) witnesses that in consideration of the mutual covenants, terms, conditions and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:

ARTICLE 1 DEFINITIONS

In this Agreement and in all schedules hereto the following words and terms where $1.1$ capitalized shall have the following meanings unless the context clearly indicates a contrary meaning:

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"Agreement" means this agreement between the Optionor and the Optionee, including all schedules hereto and any documents incorporated by reference and other amendments as permitted hereunder, and the expressions "this Agreement", "herein", "hereto" and other similar expressions refer to all of this agreement, including the schedules, any documents incorporated by reference and other amendments permitted hereunder, and not to any particular Article. Section or Subsection;
"Anniversary Date" means an anniversary of the date by which Optionor (or $\mathbf{b}$ . Optionee as attorney in fact of Optionor) has obtained all Permits;
"Colombia" means the Republic of Colombia; $c.$

$\ddot{a}$ .

İ.

"Commencement of Commercial Production" means the date upon which ore d. from the Mineral Dispositions is being consistently milled on a continuous basis at seventy-five percent (75%) of the rate projected in a feasibility report prepared by or for the Optionor or the Optionee in respect of the Mineral Dispositions, or one hundred and eighty (180) days after the date upon which ore from the Mineral Dispositions is first mined commercially, whichever shall occur first;
"Continuing Party" has the meaning ascribed thereto in Section 8.6; e.
"Defaulting Party" has the meaning ascribed thereto in Section 8.6; f.
"Debentures" means the debentures maturing on August 11, 2018 issued by g. Gran Colombia Gold Corp. pursuant to a certain indenture dated January 20, 2016 and for which Optionor is a guarantor.
"Environmental Laws" means all laws, statutes, regulations, ordinances, rules, h. requirements, policies, guidelines, by-laws, codes, orders, permits, directives, notices and approvals of all federal, territorial, provincial, municipal or local governmental or administrative authorities relating to environmental, occupational, public health or safety matters, or to the generation, handling, treatment, storage, transportation, disposal or clean-up of pollutants, contaminants, hazardous or toxic substances, dangerous goods, ozone-depleting substances or other harmful substances or materials, or to the reclamation, site rehabilitation, restoration, remediation, or other mine and related facilities closure requirements;
- "Expenditures" means all costs, expenses and charges directly or indirectly incurred by the Optionee pursuant to this Agreement on, attributable or incidental to the Mineral Dispositions for purposes of advancing or maintaining the Mineral Dispositions, including without limitation those relating to the Zancudo field office, geology, geochemistry, geophysics, drilling, metallurgical testing, field expenses, technical studies, environmental work, legal work insofar as it relates to maintaining Mineral Dispositions in good standing, government payments, mineral rights and surface rights holding costs, and community relations activities. No administration, travel or home office fees or costs shall qualify as, or be added to, Expenditures;
  - "Feasibility Study", as defined by National Instrument 43-101 (Standards of Disclosure for Mineral Projects) adopted by Canadian securities regulatory authorities, means a comprehensive study of mineral deposits conducted by a
"First Option" has the meaning ascribed thereto in Section 3.1; k.
"Fiscal Year" means the 12-month period beginning on January 1 in each 1. calendar year;
"Gold Equivalent" or "Aueq" means the amount of gold plus the amount of m. silver times the ratio of projected silver recovery to gold recovery divided by 60 (grams per tonne gold + grams per tonne silver x (silver recovery/gold recovery)/60);
"Indicated Mineral Resource" has the meaning given to it in National n. Instrument 43-101 (Standards of Disclosure for Mineral Projects) adopted by Canadian securities regulatory authorities;
"Inferred Mineral Resource" has the meaning given to it in National Instrument o. 43-101 (Standards of Disclosure for Mineral Projects) adopted by Canadian securities regulatory authorities.
"Joint Venture" means the new company or other entity to be formed by the p. Optionor and the Optionee, as described in Article 8;
"Management Committee" has the meaning ascribed thereto in Section 6.8; q.
"Measured Mineral Resource" has the meaning given to it in National г. Instrument 43-101 (Standards of Disclosure for Mineral Projects) adopted by Canadian securities regulatory authorities;
"Mineral Dispositions" means the mining titles and applications set forth in s. Schedule "A" hereto;
"Net Smelter Royalty" means the one percent (1%) net smelter returns royalty $\mathbf{t}$ as described in Article 13;
"Offer" has the meaning ascribed thereto in Section 13.13; ū.
"Offered Interest" has the meaning ascribed thereto in Section 13.13; v.
"Operating Committee" has the meaning ascribed thereto in Section 8.4; w.
"Option" means, collectively, the First Option and the Second Option; Х.

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$W$ .

"Optionee" means IAMGOLD Corp. Sucursal Colombia; y.
"Optionor" means Zancudo Gold Corp.; Z.
"Permits" means the waste water discharge permit and water use permit granted aa. by the competent authorities, required to drill in the Mineral Disposition C5521011.
"Power of Attorney" shall have the meaning ascribed to it in Section 4.1(b). bb.
"Preliminary Economic Assessment", as defined by National Instrument 43-101 cc. (Standards of Disclosure for Mineral Projects) adopted by Canadian securities regulatory authorities, means a study, other than a pre-feasibility study or feasibility study, which includes an economic analysis of the potential viability of mineral resources;
"Products" means ore mined from the Mineral Dispositions and any ores, dd. minerals, concentrates, precipitates, bullion, doré or other materials or products derived therefrom (including from the reprocessing of any tailings and/or residues located on, or produced from, the Mineral Dispositions); provided, however, that if any such ores, minerals, concentrates, precipitates, bullion, doré or other materials or products are subjected to further on-site treatment, such ores, minerals, concentrates, precipitates, bullion, doré or other materials or products shall not be Products until after they have been so treated;
"Royalty Holder" has the meaning ascribed thereto in Section 13.1; ee.
"Royalty Obligor" has the meaning ascribed thereto in Section 13.1; ff.
"Second Option" has the meaning ascribed thereto in Section 3.2; gg.
"Third Party Offer" has the meaning ascribed thereto in Section 13.13. hh.

ARTICLE 2

REPRESENTATIONS

The Optionor represents and warrants to the Optionee that, as of the date of this $2.1$ Agreement, during the Option (save as declared as of the date hereof), and subject to the disclosures included in the Disclosure Schedule attached hereof as Schedule "B":

It is a Colombian branch of Zancudo Gold Corp. a company incorporated and a. subsisting under rthe laws of the Republic of Panama, and has been duly organized, validly existing and in good standing under the laws of Colombia;
It has all necessary corporate power, authority and capacity to enter into this b. Agreement and to perform its obligations hereunder;
The execution and delivery of this Agreement by the Optionor has been duly c. authorized by the Optionor's board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by the Optionor and constitutes a legal, valid and binding obligation of the Optionor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable laws affecting creditors' rights generally, and to general principles of equity.
It is the sole beneficial owner of the Mineral Dispositions and, save for any d. rights granted to the Optionee hereunder, is in exclusive possession thereof and, except for the Optionee, no other person or entity has any right, contingent or otherwise, to any interest in the Mineral Dispositions;
It has complied with all governmental rules and regulations, including e. Environmental Laws, and the filing of all required assessment work pertaining to the Mineral Dispositions, and that the Mineral Dispositions are valid and subsisting and in good standing under all applicable laws, including Environmental Laws:
The Mineral Dispositions are free and clear of all liens, charges or f. encumbrances, royalties or other third party interests of any kind whatsoever, except for those expressly provided for in this Agreement
As of the date hereof, there are no pending or, to its knowledge, threatened g. actions, suits, claims or proceedings affecting the Mineral Dispositions and/or the Optionor, which have not been informed to the Optionee, including, without limitation, Restitution of land proceedings, Tutela proceedings, class actions;
To its knowledge and as of the date hereof, the Mineral Dispositions have not h. been declared as restricted and/or excluded areas for mining, and there are no popular consultations (consultas populares) in course aimed to prohibit mining activities in the Mineral Dispositions;
To its knowledge and as of the date hereof, there are no indigenous or afro i. communities within the Mineral Dispositions areas, and thus, the mining activities in those areas are not subject to previous consultations;
It has not entered into any agreements in respect of the Mineral Dispositions, j. save for any agreements entered into with the Optionee (including this Agreement);
All taxes, rates and assessments owing on the Mineral Dispositions have been k. paid and discharged in full, except for those expressly provided for in this Agreement;
The execution and performance of this Agreement and the compliance with its I. provisions by the Optionor does not breach or contravene any provision of the constating documents, by-laws or resolutions of the Optionor, nor any license, permit agreement or privilege held by the Optionor or which the Optionor is attempting to obtain;
It is not a party to any existing judicial or administrative procedure which could m. have an adverse effect on the Optionee's rights hereunder;
Its officers and directors do not have any relationship or agreement with any n. other person, group, company or other entity that may be interested in acquiring the Mineral Dispositions; and
Subject to this Agreement and compliance with applicable laws, the Optionee o. shall have complete discretion and control over the work performed with respect to the Mineral Dispositions, including, without limitation, the incurrence of Expenditures.

$W'$

The Optionee represents and warrants to the Optionor that, as of the date of this $2.2$ Agreement, and during the Option:

It is a Colombian branch of IAMGOLD Corp. a company incorporated and a. subsisting under rthe laws of Canada, and has been duly organized, validly existing and in good standing under the laws of Colombia;
It has all necessary corporate power, authority and capacity to enter into this $b.$ Agreement and to perform its obligations hereunder;
- c. The execution and delivery of this Agreement by the Optionee has been duly authorized by all required corporate action of the Optionee and no other corporate proceedings on its part are necessary to authorize this Agreement.This Agreement has been duly executed and delivered by the Optionee and constitutes a legal, valid and binding obligation of the Optionee, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable laws affecting creditors' rights generally, and to general principles of equity;
The execution and performance of this Agreement and the compliance with its d. provision by the Optionee does not breach or contravene any provision of the constating documents, by-laws or resolutions of the Optionee, nor any license, permit agreement or privilege held by the Optionee or which the Optionee is attempting to obtain;
It is not a party to any existing judicial or administrative procedure which could e. have an adverse effect on the Optionor's rights hereunder; and
Its officers and directors do not have any relationship or agreement with any f. other person, group, company or other entity that may be interested in acquiring the Mineral Dispositions.

ARTICLE 3 GRANT OF OPTION

The Optionor hereby grants to the Optionee an exclusive and irrevocable first option $3.1$ (the "First Option"), as specified in Article 6, to acquire an undivided sixty five percent $(65%)$ interest in the Mineral Dispositions, together with all mining and other rights pertaining thereto, at any time from September 01, 2018 up until 5:00 p.m. (Eastern Standard Time) on the sixth Anniversary Date, for the consideration and upon the terms and conditions set forth in this Agreement.

Upon acquisition of an undivided sixty five percent (65%) interest in the Mineral $3.2$ Dispositions according to the stipulations of the First Option herein, if the Optionee so elects, at its sole discretion, to earn an undivided sixty five percent (65%) interest in the Mineral Dispositions or otherwise exercise the First Option, the Optionor, provided the Optionee has delineated or defined one million (1,000,000) ounces of Gold Equivalent as comprising Indicated Mineral Resources and Measured Mineral Resources at its election may require the Optionee to enter an exclusive and irrevocable second option (the "Second Option") to increase its undivided interest in the Mineral Dispositions to seventy percent (70%) by completing a Feasibility Study within three (3) years of the date of exercise of the First Option, as specified in Article 7. For greater certainty, should the Optionee not complete a Feasibility Study within the time specified in Article 7, or should the Optionee not exercise the Second Option, but have

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exercised the First Option, as specified in Article 6, the Optionee shall remain entitled to, or vested with, an undivided sixty five percent (65%) interest in the Mineral Dispositions.

ARTICLE 4 COVENANTS OF THE OPTIONOR

During the term of this Agreement the Optionor shall: $4.1$
- Diligently pursue the granting or issuance of the Permits; a.
- Not do any act, or fail to do any act, which it is required to do under this $b$ Agreement or otherwise, which would result in the Mineral Dispositions or any part thereof not being free and clear of all liens, charges, encumbrances or liabilities, including those pursuant to Environmental Laws, of any kind whatsoever, other than as provided for in this Agreement;
- Grant the Optionee sufficient powers of attorney as it may require to fulfill the c. obligations under Article 5.1 (b). For avoidance of doubt, Optionor shall grant Optionee an irrevocable power of attorney substantially in the form of Schedule "C" within the 5 Business Days following the date hereof for the Optionee to represent Optionor before the competent authorities in order to fulfil the obligations derived from the Mineral Dispositions (the "Power of Attorney") and described in Article 5.1(b). Optionee shall exercise its duties under the Power of Attorney in coordination with the Optionor. The Power of Attorney shall be renounced by Optionee or otherwise revoked in case of Optionee not exercising the Option or it being terminated;
- Promptly transmit to the Optionee, in accordance with Article 17, any notices d. pertaining to taxes, assessments and other charges relating to the Mineral Dispositions that it receives;
- Not make any agreement whereby any third party may acquire any portion of e. its interest in the Mineral Dispositions or under this Agreement other than in accordance with the provisions of this Agreement;
- Provide to the Optionee all data pertaining to the Mineral Dispositions within f. its possession, including but not limited to the data and results of its geophysical surveys on the Mineral Dispositions as well as the results of its drilling and metallurgical testing programs; and
- Indemnify and save the Optionee harmless in respect of any and all costs, g. claims, liabilities and expenses, including those pursuant to Environmental Laws, arising out of exploration or any other activity conducted on or with respect to the Mineral Dispositions prior to the date of this Agreement, unless the Optionee has exercised the First Option pursuant to the terms hereof, in which case the Optionee and Optionor shall be jointly liable to the extent of their respective interests in the Mineral Dispositions.

With respect to subsection 4.1(d) above, the Optionor does not warrant the accuracy or reliability of any data or interpretation of data provided to the Optionee, and any reliance by the Optionee hereunder on such data or interpretation of data is at its own risk, except when such data or interpretation of data was incorrect as a result of the gross negligence or willful misconduct of the Optionor.

ARTICLE 5 CONVENANTS OF OPTIONEE

During the term of this Agreement the Optionee shall: 5.1
- Diligently pursue the granting or issuance of any social, mining, third party or a. environmental permits, on behalf of the Optionor required to conduct operations in the Mineral Dispositions, with the exception of the Permits, as defined in this Agreement, which shall be obtained directly by the Optionor under the Power of Attorney;
- Maintain the Mineral Dispositions in good standing, with the assistance of the b. Optionor where reasonably required, and which will grant the Optionee such Power of Attorney as required to fulfill the obligations under this Article by (i) submitting assessment work with respect to the Expenditures set out herein in accordance with the provisions of applicable laws, regulations and orders of any governmental authority, and (ii) the payment of taxes and rentals and the performance of all other actions which may be necessary in that regard;
- Permit the Optionor's authorized representatives to access all records prepared $\mathbf{c}.$ by the Optionee in connection with exploration work, mining activities and calculation of the Net Smelter Royalty, and, at the risk of such authorized representatives and upon reasonable notice to the Optionee, and provided there is no interference with the activities of the Optionee, permit access to the Mineral Dispositions at all reasonable times, provided that the Optionor shall indemnify the Optionee against and save it harmless from all costs, claims, liabilities and expenses that the Optionee may incur or suffer as a result of any injury (including injury causing death) to the Optionor's authorized representatives while on the Mineral Dispositions;
- Do all work on the Mineral Dispositions in a good and workmanlike fashion in d. accordance with Canadian mining industry generally accepted exploration practices and all applicable laws, regulations and orders of any governmental authority;
- Give preference to current and former employees of the Optionor when e. fulfilling any recruiting needs relating to operations at or incidental to the Mineral Dispositions;
- Indemnify and save the Optionor harmless in respect of any and all costs claims, f. liabilities and expenses, including those pursuant to Environmental Laws, arising out of the Optionee's activities on or with respect to the Mineral Dispositions.
- Not do any act, or fail to do any act, which it is required to do under this g. Agreement or otherwise, which would result in the Mineral Dispositions or any part thereof not being free and clear of all liens, charges, encumbrances, obligations or liabilities, including those pursuant to Environmental Laws, other than as provided for in this Agreement;
- Not make any agreement whereby any third party may acquire any portion of its h. interest in the Mineral Dispositions or under this Agreement other than in accordance with the provisions of this Agreement; and

$\mathbf{Q}$

Maintain true and correct books, accounts and records of operations on or i. relating to the Mineral Dispositions.
Unless and until the Joint Venture is formed, and for so long as the Optionee is the only 5.2 party funding work on the Mineral Dispositions, the Optionee will be the operator of all work performed on the Mineral Dispositions, provided that such work is performed in compliance with all applicable laws, regulations and orders of any governmental authority. Where the Optionee requests administrative assistance from the Optionor, the Optionor shall invoice the Optionee for such services and such expenses shall be considered Expenditures for purposes of this Agreement. If the Joint Venture is formed, then upon formation, the operator shall be the party as specified by Section 8.3 and administration charges shall be as specified by Section 8.3.

ARTICLE 6 FIRST OPTION

In consideration for the granting of the First Option to the Optionee to earn an 6.1 undivided sixty-five percent (65%) interest in the Mineral Dispositions, to maintain the First Option in good standing, and to exercise the First Option, the Optionee shall incur Expenditures as specified in Section 6.2.

In order to maintain in good standing and exercise the First Option, the Optionee will 6.2 incur aggregate Expenditures of Ten Million Dollars ($10,000,000) according to the following schedule:

One Million Dollars ($1,000,000) on or before the first Anniversary Date; a.
One Million Five Hundred Thousand Dollars ($1,500,000) on or before the b. second Anniversary Date;
One Million Five Hundred Thousand Dollars ($1,500,000) on or before the c. third Anniversary Date;
Two Million Dollars ($2,000,000) on or before the fourth Anniversary Date; d.
Two Million Dollars ($2,000,000) on or before the fifth Anniversary Date; and e.
Two Million Dollars ($2,000,000) on or before the sixth Anniversary Date. f.

Provided that Permits are in place by August $30th$ , 2017 (or any other date as agreed by 6.3 the parties) the initial One Million Dollars ($1,000,000) in Expenditures is a firm commitment of the Optionee, with all other Expenditures at the option of the Optionee to keep the First Option in good standing. Other than such firm commitment, the Optionee may elect to cease incurring Expenditures at any time without any liability to the Optionor therefor. Should the Optionee's Expenditures fall short of the required amount for a specified period, it may elect to make a cash payment to the Optionor in an amount equal to the shortfall in full satisfaction of the Expenditure commitment for such period.

Without prejudice to the requirement for Optionee to secure the Permits before August 6.4 30, 2017, Optionee is authorised to initiate surface exploration works in the area of the Mineral Dispositions as of the date hereof, provided that such activities do not require Permits and do not contravene any applicable laws or regulations or any rights of third parties. Expenditures from this activity will be imputed to Expenditures under section 6.2(a) above. In the event that this Agreement is terminated under the provision of Section 12.2 hereof, all activities and

Expenditures of Optionee shall be treated as actvities and Expenditures pursuant to the provisions of this Agreement.

The Optionee may incur Expenditures more quickly than is specified in Section 6.2., 6.5 Once the Optionee has made Ten Million Dollars ($10,000,000) worth of Expenditures, as contemplated in Section 6.2, and subject to the provisions of Article 6.6, the First Option shall be deemed to have been exercised by the Optionee for the purposes of this Agreement.

In addition to the expenditure obligations in Section 6.2, in order to maintain in good 6.6 standing and exercise the First Option, between the fifth Anniversary Date and the sixth Anniversary Date, the Optionee will delineate resources, to include Measured, Indicated, and Inferred Resources of at least Five Hundred Thousand (500,000) Gold Equivalent ounces and complete a Preliminary Economic Assessment on these resources. Should the combined Measured, Indicated, and Inferred Resources not amount to at least Five Hundred Thousand (500,000) Gold Equivalent ounces or the Preliminary Economic Assessment not be completed before the sixth Anniversary Date, the conditions for the exercise of the First Option shall not have been satisfied and this Agreement shall be terminated. Notwithstanding the above, in the event that the Optionee has delineated combined Measured and Indicated Resources totalling at least One Million (1,000,000) Gold Equivalent ounces, so notifies and evidences in writing to the Optionor within at least six months before the sixth Anniversary Date and the Optionor requires that the Optionee enter into the Second Option as described in Section $\hat{7.1}$ , the Optionee will not be required to complete the Preliminary Economic Assessment before the sixth Anniversary Date and shall be deemed to have exercised the First Option, except as provided for in last sentence of Section 7.2.

The Optionee shall reimburse the Optionor for any mineral rights and surface rights 6.7 holding costs relating to the Mineral Dispositions paid by the Optionor during the term of this Agreement and such reimbursement shall constitute Expenditures.

Save as provided for in Section 6.3, nothing in this Agreement shall be construed as 6.8 obligating the Optionee to incur Expenditures or to exercise the First Option or the Second Option. However, costs such as contractual obligations and maintenance costs of the Mineral Dispositions, including permits, rights of way, leases, surface or other fees, caused before the formal termination of the First Option or the Second Option, shall be at the cost of the Optionee.

If the Optionee exercises the First Option in accordance with the terms hereof, the 6.9 Optionor shall irrevocably transfer a sixty-five percent (65%) undivided interest in the Mineral Dispositions, free and clear of any encumbrances, to the Optionee, and if the Optionee is then not entering into the Second Option, the parties shall form the Joint Venture as provided in Article 8 to hold the Mineral Dispositions, for which deemed expenditures at the time of formation shall be, for the Optionor, 35% of actual amount of the Optionee's Expenditures + Eight Million Dollars ($8,000,000), and for the Optionee, an amount equal to 1.857143 times the Optionor's deemed expenditures. At the time of formation of such Joint Venture, if such were to occur, where only the First Option has been exercised by the Optionee, the initial undivided participating interests in the Joint Venture would be sixty-five percent (65%) and thirty-five percent (35%) for the Optionee and the Optionor, respectively.

Upon completion of this Agreement the parties shall form a Management Committee. 6.10 The Management Committee shall be established for the purpose of formulating policy guidelines and for communicating and exchanging ideas and information. The Management Committee shall have regular meetings at intervals as agreed by the parties. In addition, either party may at any time call a special meeting to discuss any item considered to be sufficiently important. Each party may designate two (2) representatives to be regular members of the Management Committee, with alternates. The Optionee (or the Operator subsequent to the

formation of the Joint Venture) shall put before the Management Committee all budgets and exploration and development programs it proposes to be acted upon, and the Management Committee shall consider the same and, if the Management Committee has any comments, it will provide those comments no later than 7 days following each meeting; provided, however, that the powers of the Management Committee shall be those of persuasion only and it cannot override or alter the decisions of the Operator with respect to the operation of the Joint Venture (or the Mineral Dispositions, as the case may be).

For the purposes of exercising the First Option, the Optionee shall have delivered to the 6.11 Optionor on or before the Sixth Anniversary Date, certifications of Expenditures for each of the terms provided for in section 6.2 as well as the Preliminary Economic Assessment (except as provided for in last sentence of Section 6.6). If such documents are not received by Optionor within the 30 days following the Sixth Anniversary Date, the First Option shall be finally and irrevocably deemed as not exercised.

ARTICLE 7 SECOND OPTION

If the Optionee has exercised the First Option as provided for in sections 6.5 and 6.6 and $7.1$ if the mineral resources delineated or defined by Optionee reach one million (1,000,000) ounces of Gold Equivalent ounces as comprising Indicated Mineral Resources and Measured Mineral Resources, the Optionor may, at its option and on or before the Sixth Anniversary Date, notify in writing and require the Optionee to enter into a Second Option whereby the Optionee would have the option (but not the obligation) to increase its undivided interest in the Mineral Dispositions to seventy percent (70%) by completing a Feasibility Study within three (3) years from the date of exercise of the First Option.

For greater certainty, the Optionee may complete the Feasibility Study more quickly than specified in Section 7.1 in order to exercise the Second Option. Also for greater certainty, should the Optionee not exercise the Second Option or not complete the Feasibility Study, which it shall not be obligated to, but have exercised the First Option, the Optionee shall remain entitled to, or vested with, an undivided sixty five Percent (65%) interest in the Mineral Dispositions. During the term of the Second Option, the Optionee shall continue to comply with its obligations of Section 5 of this Agreement. Should the Optionee not exercise the Second Option or not complete the Feasibility Study, it should complete a Preliminary Economic Assessment and deliver it to the Optionor within the term provided in 7.1 in order to be deemed to have exercised the First Option.

If the Optionee exercises the Second Option in accordance with the terms hereof, the 7.3 Optionor shall irrevocably transfer an additional (5%) interest in the Mineral Dispositions for a total (70%) undivided interest in the Mineral Dispositions, free and clear of any encumbrances, to the Optionee. Then at such time the parties shall form the Joint Venture as provided in Article 8, for which deemed expenditures at the time of formation shall be, for the Optionor, 30% of actual amount of the Optionee's Expenditures + Eight Million Dollars ($8,000,000), and for the Optionee, an amount equal to 2.3333 times the Optionor's deemed expenditures. At the time of formation of such Joint Venture, if such were to occur, where the Second Option has been exercised by the Optionee in addition to the exercise of the First Option, the initial undivided participating interests in the Joint Venture would be seventy percent (70%) and thirty percent (30%) for the Optionee and the Optionor, respectively.

. For the purposes of exercising the Second Option, the Optionee shall have delivered to 74 the Optionor, within the term provided for in section 7.1, an original of the Feasibility Study. If such document is not received by Optionor within the term provided for in section 7.1, the Second Option shall be deemed finally and irrevocably as not exercised.

ARTICLE 8 JOINT VENTURE

Upon exercise of the First Option or the Second Option, as the case may be, the parties 8.1 shall form the Joint Venture pursuant to the terms hereof, with the initial undivided participating interests of the parties in the Joint Venture as specified according to Section 3.1 or Section 3.2, as applicable, and the initial deemed expenditures of the parties in the Joint Venture as specified in Section 6.2 or Section 7.3, as applicable. The purpose of the Joint Venture shall be to hold the Mineral Dispositions, to advance the exploration of such Mineral Dispositions, and if feasible, to advance the development and mining of any commercially exploitable ore body on, the Mineral Dispositions, all according to the terms of the Joint Venture. The following terms and provisions of this Article 8 shall apply to the operation of the Joint Venture.

The association of the parties in the Joint Venture shall not be, and shall not be 8.2 construed to be, a mining partnership, a commercial partnership or any other partnership relationship.

All decisions with respect to the Joint Venture, and which decisions shall be implemented by the operator, shall be made by an Operating Committee formed by the Parties, with voting rights equal to their equity participation in the Mineral Dispositions. Decisions will be taken by a majority of at least a fifty-one percent (51%) participating interest in the Joint Venture present in the relevant meeting of the Operating Committee, except for the following decisions, which shall require the agreement of both parties:

a decision to abandon or relinquish Mineral Dispositions hosting a. Measured, Indicated, or Inferred Mineral Resources
the sale or disposition of Joint Venture assets in an amount in excess of b. $10,000,000 during the exploration phase and $50,000,000 during the feasibility, construction or operational phases.
the creation of an encumbrance on or against the Joint Venture assets, c. to secure an obligation, such as, without limitation, indebtedness, in an amount in excess of $5,000,000 in the exploration phase (for exploration activities) or $50,000,000 during the operational phase.
the settlement of any claim against the Joint Venture or Joint Venture d. assets in an amount in excess of $5,000,000 during the exploration phase or $20,000,000 during the feasibility, construction or operational phases.
disposal of any Joint Venture assets such as property, plant and e. equipment with a value in excess of $10,000,000 during the exploration phase and $50,000,000 during the feasibility, construction or operational phases.
entering into any contracts or agreements with any related party of any f. of the Parties.

The Operating Committee will be formed by two (2) representative of each Party. It will 8.4 receive and review operating reports from the operator and make all decisions with respect to the Joint Venture. It will meet at least quarterly in Medellin, Colombia or in other venue as the Parties may agree. The operator will provide to the parties at least fifteen (15) days' notice indicating the time and venue of the meeting, describing its agenda and including any documents or information related to the matters to be discussed. Any Party different from the operator may also call a meeting of the Operating Committee under the same terms as the operator. Quorum of meetings of the Operating Committee will be at least one representative of each Party. If no quorum is reached for a duly called meeting of the Operating Committee, any party can call follow-up meeting with identical agenda and for this follow-up meeting, the quorum will be any of the Parties. Notices of meetings of the Operating Committee will be given as specified in Section 17.

The Optionee shall be the operator upon formation of the Joint Venture. Thereafter, the 8.5 party which owns at least a fifty-one percent (51%) participating interest in the Joint Venture shall be the operator and, should the parties have an equal participating interest in the Joint Venture, the existing operator shall continue as the operator. Notwithstanding the above, the operator may be substituted at the discretion of the other party in case of gross negligence or wilful misconduct. The operator of the Joint Venture shall have all rights, duties and obligations which are usually and customarily given to, or necessary or requisite for, the operator of a joint venture so as to be able to carry on its role as the operator of the Joint Venture, including for exploration and, if feasible, subject to the terms of the Joint Venture, the further development of the Mineral Dispositions, bringing a mine into commercial production and operating the same. The operator shall also be responsible for supplying the other party with a monthly report on the exploration activities of the Joint Venture and a quarterly report on the finances of the Joint The operator shall report to the Operating Committee at least quarterly as set Venture. forth in Section 8.4 and shall conduct operations diligently, in compliance with applicable laws and regulations and with a view to bringing into production any mineral deposits within the Mineral Disposition as soon as practicable. The operator shall be entitled to charge to the joint account of the Joint Venture the following:

as a direct charge, all the proper and reasonable costs and expenditures relating a. to the operations thereof, including without limitation salaries, wages and employee benefits, customary allowances and reasonable living expenses paid to employees directly engaged in the conduct of such operations;
as an indirect charge, in compensation for the pro rata portion of the operator's $b.$ home office overhead and general and administrative expenses attributable but not directly chargeable to the conduct of such operations, the following amounts:
- the prescribed percentage, below, on the direct charges referred to in $(i)$ subparagraph 8.5 (a) above, plus
- the prescribed percentage, below, on the cost of all outside services, $(ii)$ including without limitation surveying, drilling, earth moving, contract mining and feasibility studies;

where the prescribed percentage is five percent (5%) during exploration and up to and including the feasibility stage, one percent (1%) during the construction of a mine, and two percent (2%) during operations, provided that there shall be no duplication of charges under subparagraphs (i) and (ii) above and provided further that costs incurred because of damages or losses as a result of the gross negligence or wilful misconduct of the operator and costs for the services of outside legal counsel shall not be included as indirect charges to the extent they do not relate to the Joint Venture for the benefit of the parties. The rates provided will be reviewed quarterly by the parties and shall be amended from time to time by mutual agreement if they are found to be insufficient or excessive.

The joint account shall be paid by the parties in proportion to their participating interests in the Joint Venture from time to time.

The operator shall be solely liable to the parties hereto for any loss or damage 8.6 attributable to its gross negligence or wilful misconduct. The parties shall, in proportion to their respective participating interests in the Joint Venture, indemnify and hold harmless the operator

against any claims of or liability to third parties resulting from any act or omission of the operator, its agents, servants or employees which does not constitute gross negligence or wilful misconduct.

The operator shall have the right to propose programs for exploration and, if a mine is 87 being developed and operated, for the carrying out of all phases of such development and operations, including the construction of plant and facilities. All programs shall contain a reasonably itemized budget of the projected expenditures under such programs, including without limitation exploration expenditures, development and capital costs and operating expenditures in relation to the Mineral Dispositions. Upon submission of a proposed program by the operator, the parties will have thirty (30) days to give notice to the operator of their election to participate or not in the funding of such program. If no notice is given by a party, that party will be deemed to have elected not to participate in the funding of such program and dilution will apply in accordance with Section 8.6 as if such party had elected not to participate. In the case that both parties elect to participate in the funding of a program proposed by the operator, the Optionor and the Optionee shall contribute their proportionate share of the expenditures of the program (based on their respective participating interests in the Joint Venture) with the operator having the right to issue cash calls 30 days in advance of quarterly programmed expenditures.

Payment of requisitioned amounts to carry out a program which a party has elected to 8.8 participate in shall be made within thirty (30) days after receipt of the requisition. Payments will be made into a dedicated bank account where all parties of the Joint Venture will be able to verify that deposits by other parties have (or not) been made within the prescribed term. A party which fails to pay its proportionate share of the expenditures, related to a program which it has elected to participate in the funding of, within thirty (30) days of a requisition of the operator, will be a "Defaulting Party". In such case the "Defaulting Party" will have its participating interest in the Joint Venture reduced at two times (2x) the reduction otherwise calculated in accordance with this Section 8.8 and the other party will contribute the "Defaulting Party's" share of the expenditures and have the right to alter the proposed program as necessary to manage its cash flow. Furthermore, the "Defaulting Party" shall not have the right to contribute expenditures during the balance of the particular program in which it failed to pay its proportionate share of expenditures within thirty (30) days of a requisition of the operator.

The parties' participating interests in the Joint Venture shall vary from time to time in accordance with the following formulae:

where the Optionee had a sixty-five percent (65%) interest in the Joint Venture à. upon its formation:

100

"A" means the Optionor's deemed expenditures at the time the 65:35 Joint Venture is formed;

"B" means the total expenditures incurred by a party after the exercise of the First Option; and

"C" means the total expenditures incurred by both parties after the exercise of the First Option.

$b$

where the Optionee had a seventy percent (70%) interest in the Joint Venture upon its formation:

Optionor's interest	$A + B$$A + 2.33333 \times A + C$	100
Optionee's interest	$2.33333 x A + B$$A + 2.33333$ x A + C	100

"A" means the Optionor's deemed expenditures at the time the 70:30 Joint Venture is formed;

"B" means the total expenditures incurred by a party after the exercise of the Second Option; and

"C" means the total expenditures incurred by both parties after the exercise of the Second Option.

The reduction in the Defaulting Party's participating interest shall continue until it reaches ten percent (10%), whereupon the Joint Venture shall terminate, one hundred percent (100%) of the interest in the Mineral Dispositions as was previously held by the Joint Venture shall vest in the Continuing Party, and the Defaulting Party shall be entitled to the Net Smelter Royalty.

If after the completion of a program during which a default occurred subsequent 89 programs are proposed and carried out, the Defaulting Party shall have the right to maintain its reduced participating interest (if more than ten percent $(10%)$ ) by paying its proportionate share of the expenditures of subsequent programs based on such reduced interest, in accordance with Section 8.5.

If funds provided by any government grant or assistance programs are used to pay 8.10 expenditures of the Joint Venture, such funds shall not be taken into account as part of the expenditures to which the parties must contribute their proportionate share under Section 8.5.

Provided the decision is in accordance with Section 8.3, the operator shall have the right 8.11 to (i) mortgage, pledge, charge or hypothecate all of the Mineral Dispositions or the assets of the Joint Venture to secure any loan or loans obtained for the purpose of financing the Joint Venture and to negotiate a loan or loans on such terms and with such lenders as such Operator in its sole discretion decides; and (ii) request the parties hereto to mortgage, pledge, charge or hypothecate their respective interests in the Mineral Dispositions or participating interests in the Joint Venture in order to facilitate such financing.

At such time as the Joint Venture is to be formed, the parties may enter into a formal 8.11 joint venture agreement containing more detailed provisions on the operation of the Joint Venture, but such agreement shall preserve the principles of the agreement herein contained and shall be in accordance with Canadian mining industry standards. However, until such agreement is completed, or if no such agreement is made, the foregoing provisions of this Article 8 shall have full effect, shall be enforceable against the parties and shall govern the operation of the Joint Venture.

ARTICLE 9 TRANSFERS

Upon completion of the extent of its obligations under Articles 6 and/or 7, as the case 9.1 may be, and following exercise of the First Option and/or the Second Option, as the case may be, which exercise shall occur, without further obligation or formality, upon the completion of the obligations under Articles 6 and/or 7 (other than as provided in such Articles), as the case may be, the Optionor shall deliver to the Optionee (at Optionee's cost) good and sufficient transfers which, upon recording thereof, will be sufficient to register the Optionee's interest in the Mineral Dispositions free of all liens, encumbrances, charges and claims of any nature or kind whatsoever, except those registered by or on behalf of the Optionor in accordance with this Agreement.

9.2 The Optionor shall execute and deliver to the Optionee all other documents, and shall do or cause to be done all further actions, necessary in order to enable the Optionee to properly register the transfers described in Section 9.1 in the name of the Optionee.

9.3 The transfer instruments of the undivided interets in the Mineral Dispositionsfrom Optionor to Optionee upon the latter exercising the Option, to be filed and registered with the relevant mining authorities of Colombia, shall comply with all formalities and information as required by applicable regulations and competent authorities. In ay event, such transfer instruments shall include that such transfer is made upon Optionee exercising its rights under a certain option agreement with Optionor; that consideration for such transfer does not imply any payment to Optionor and is solely comprised of the investment made by Optionee on the Mineral Dispositions; that the transfer is made pursuant to the Optionee exercising the Option; and that prorata risks and benefits arising form the transferred individed interests are transferred to Optionee with such transfer instrument.

As guarantee to the fulfilment of Optionor's obligations under this Agreement while the 9.4. Debentures remain outstanding, and particularly to secure the transfer to Optionee of interest in the Mineral Dispositions, Optionor shall grant in favour of Optionee (i) an open pledge over an undivided 65% interest in the Mineral Dispositions; and (ii) open pledge over an undivided 5% interest in the Mineral Dispositions (the "Pledges").

The deeds for the Pledges shall be substantially in the form of Schedule "D" and shall be subject to the following terms and conditions:

Pledges will be released in case of breach by Optionee of any of its obligations a. under this Agreement or in case of termination of this Agreement;
Pledges will only guarantee the Mineral Dispositions remaining in the name of $\mathbf{b}$ Optionor during the term of the Option, as well compliance by Optionor of transfer to Optionee of undivided interest in the Mineral Dispositions upon exercise of the Option. No other obligations of Optionor under this Agreement will be guaranteed by the Pledges;
In case that at the time of repayment and elimination of the Debentures (but not c. before August 30 2018), the minimum firm commitment Expenditures of the Optionee, as provided in last paragraph of Section 6.2 hereto, have not been made to Optionee and certified to the Optionor, the Pledges shall be released.
Optionee covenants that in the events of subsections $9.3(a)$ and (c) hereto, it shall $d$ . promptly and diligently release the Pledges and that it shall hold the Optionor harmless against any and all damages arising from any delays in effecting such release;

The Pledges shall include a mechanism for the Optionor to be able to unilaterally e. release the Pledges in any of the events of subsections 9.3(a) and (c) hereto;

The Parties acknowledge that Mineral Disposition C5521011 is not yet f. registered in the name of Optionor. Optionor covenants to give notice to the Optionee and to provide a Pledge over such Mineral Disposition in the terms provided for herein as soon as practical once such Mineral Disposition has been registered to its name.

The Parties shall sign the corresponding pledge agreements to reflect the securities granted by Optionor in this Section on or about the date of this Agreement, and the signing of the said pledge agreements shall constitute a condition to the validity of this Agreement.

ARTICLE 10

RIGHT TO ACCESS MINERAL DISPOSITIONS

The Optionee, its directors, officers, employees, agents, independent contractors and 10.1 advisors shall have the exclusive right (subject to subsection $5.1(b)$ ), until the First Option is exercised or this Agreement is terminated:

To enter in, under or on the Mineral Dispositions; a.
To bring upon, in or under the Mineral Dispositions such vehicles, equipment, . portable structures and other apparatus as the Optionee shall deem advisable, acting reasonably;
To do such work and conduct such programs on, in and under Mineral $\mathbf{c}$ . Dispositions as the Optionee shall from time to time deem advisable, acting reasonably; and
To remove from the Mineral Dispositions such materials for analysis and d. testing as the Optionee shall deem advisable, acting reasonably, to a maximum of twenty thousand (20,000) tonnes exclusive of waste material removed to gain access to any deposit for such analysis and testing, as permitted by applicable regulations. Any proceeds from sale of products out of such materials will be promptly paid to the Optionor.

The Optionee shall keep full and complete records of all exploration work, drilling and 10.2 development on or of the Mineral Dispositions, together with the results of assays made. Subject to the terms of this Agreement all such records shall, prior to any exercise of the Option and upon a minimum advance notice of ten (10) days, be available for inspection by the Optionor and/or its representatives, who may make copies thereof and take extracts therefrom at the Optionor's sole cost. The Optionee shall also supply the Optionor with the following in a timely manner:

a monthly report of the Optionee's exploration activities on the Mineral a. Dispositions; and
an annual report on the Optionee's accounting of Expenditures. b.

Should this Agreement be terminated or the Option not be exercised by the Optionee, the Optionee shall, on request by the Optionor, deliver to the Optionor a copy or any part or all of such records as the Optionor may request.

Indemnity. Each party undertakes to hold the other Party its affiliates, and their 10.3 respective directors, officers, employees, agents and attorneys (collectively the "Indemnified Parties") harmless against any damage, loss, liability, cost, prejudice, expense (including

reasonable lawyers' fees) that derive from third-party claims, including the mining authorities, the environmental authorities or any other governmental authority that may arise from this Agreement and/or as a result of the actions that either of the Parties may have generated directly or through third parties in respect of the Mineral Dispositions and which causes damages to the other Party.

Each Party shall be responsible for, and shall compensate and hold the other Party, its 10.4 affiliates and officers, directors, shareholders, employees, agents, attorneys, successors and permitted assignees harmless against any action, claim, demand, suit, procedure, investigation, loss, cost, expense, damages prejudice, or liability suffered, paid or incurred by the indemnified Party in regard with the Mineral Dispositions that may arise out of, or in any way related to, the fact that any of the representations and warranties of the Parties provided in Clause 2 of this Agreement are false, incorrect, inaccurate or deceiving in any way.

Each party shall reimburse the Indemnified Parties in question, any fee, cost or legal 10.5 expenditure or other expense in which such Indemnified Party has incurred in relation to its defense against such action, claim, demand, lawsuit, procedure, or investigation, to the extent that it incurs in such fee, cost or expense.

ARTICLE 11

OPTIONEE'S RIGHT TO RELEASE PROPERTY

The Optionee shall, in its sole discretion and upon written notice to the Optionor, have $11.1$ the right to release from the provisions of this Agreement from time to time (both during the term of the Option and subsequent to any exercise of the Option) any or all of the mining titles or applications, in full or in part forming the Mineral Dispositions, provided that any such mining title or application or part thereof so released shall remain in good standing for a period of at least one year after the giving of the notice of release, provided the Optionor has advised the Optionee within thirty (30) days of the notice of release from the Optionee that the Optionor wishes to have transferred to it the mining title or application or part thereof being released. For greater certainty, if the Optionee is obliged to maintain in good standing the mining title or application or part thereof being released then the Optionee shall only be obliged to pay such amounts as would then be required to maintain such mining title or application of part thereof for a period of one year and no more. If the Optionee gives notice of such release, it shall specify therein the mining titles or applications or parts thereof it is so releasing and, at the written request of the Optionor within thirty (30) days of receiving the notice of release, the Optionee shall forthwith execute and deliver to the Optionor (at Optionees's expense) such transfers as may be required to transfer to the Optionor all right, title and interest of the Optionee in and to the mining titles or applications or parts thereof so released, free and clear of all liens, claims and other encumbrances of any kind whatsoever, including claims under Environmental Laws, save for those which are the result of any act or omission of the Optionor or any employee or agent thereof.

Upon any such transfer in accordance with the provisions of Section 11.1, the Optionee 11.2 shall have no further liabilities or obligations with respect to such released mining titles or applications or parts thereof, and thereafter all references herein to Mineral Dispositions shall not refer to any such released mining titles or applications or parts thereof.

ARTICLE 12 TERMINATION OF OPTION

At any time after the signing of this Agreement, subject to incurring a minimum of One $12.1$ Million Dollars ($1,000,000) of Expenditures as specified in Section 6.2 if Permits are in place

by August 30th, 2017 in accordance with applicable laws, the Optionee may thereafter terminate this Agreement by giving the Optionor thirty (30) days' written notice thereof.

If Permits are not in place by September 1, 2017, the Parties shall convene and make 12.2 their best commercial efforts to reach an agreement and/or make any amendment to this Agreement so that the Option may reemain in place substantially as agreed. Should the Parties not reach an agreement on this matter by October 01, 2017 and provided that Permits are not yet in place by then, then either the Optionee or the Optionor may terminate this Agreement on written notice to the other and there will be no firm commitment on the part of the Optionee.

In the event of a default in the performance of the requirements of Article 5, 6 and/or 12.3 Article 7, as applicable, the Optionor may, at its sole discretion, notify the Optionee of such default, whereupon, subject to Article 17, the Optionee shall have thirty (30) days from the date such notice is given to remedy such default, failing which this Agreement shall terminate.

Upon termination of this Agreement and without prejudice to the provisions of section 12.4 10.3, the Optionee shall not suffer or incur any cost, penalty, damage, claim or expense of any kind whatsoever, nor have any further liabilities or unreleased obligations of any kind whatsoever hereunder, other than as set forth in Sections 12.5 and 12.6 and except for any loss or damage attributable to its gross negligence or wilful misconduct.

Upon termination of this Agreement, the Optionee shall have the right for ninety (90) 12.5 days thereafter to enter on, in or under the Mineral Dispositions so as to remove therefrom such equipment, tools, materials, structures, apparatus or supplies brought thereon by the Optionee or on its behalf, and to the extent that the Optionee does not remove them, the Optionor may elect that they become the property of the Optionor and may remove and dispose of them at the sole cost of the Optionee, in which case the Optionee shall forthwith reimburse the Optionor for such costs.

Upon termination of this Agreement, the Optionee shall forthwith record with the $12.6$ applicable governmental authorities such documents relating to the Mineral Dispositions as shall be sufficient to designate the Optionor as the sole recorded holder of the Mineral Dispositions, free of all liens, encumbrances, charges and claims, including under Environmental Laws, but only insofar as they arise because of any work completed by the Optionee on the Mineral Dispositions.

12.7 Upon termination of this Agreement for any cause, Optionee shall deliver to Optionor forthwith at Optionor's office and at no cost to the Optionor, all geological, economical, legal and financial data, reports, analysis, studies, cores, samples, accounting (and supports) and any other documents and information deriving from its activities under this Agreement.

ARTICLE 13

NET SMELTER ROYALTY

The Net Smelter Royalty resulting from the application of Article 8.8 shall consist of 13.1 one percent (1%) of the net proceeds which will be paid to the holder of the Net Smelter Royalty (the "Royalty Holder") from the sale by the other Party (the "Royalty Obligor") of minerals mined and removed from the Mineral Dispositions after the Commencement of Commercial Production, including any premiums, subsidies or bonuses received from the departmental or federal government for production to the extent that the same may be legally included, but after deduction of all the following costs:

Custom smelting costs, treatment charges and penalties including, but not a. limited to, metal losses, penalties for refining, selling and handling by the 21

smelter, refinery or other purchaser; provided, however, in the case of leaching operations or other solution mining techniques, where the metal being treated is precipitated or otherwise directly derived from such leach solution, all processing and recovery costs incurred, beyond the point at which metal being treated is in solution, shall be considered treatment charges;

Costs of handling, transporting and insuring ores, minerals and other materials $b$ or concentrates from the Mineral Dispositions from beyond the mine gates to a smelter, refinery or other place of treatment; and
Ad valorem taxes and taxes based upon production including the royalty due c. the Colombian Government, but not income taxes.
Marketing costs, including sales and commissions, incurred in selling ore mined d. from the property, and from concentrate, doré, metal and products derived from ore mined from the Mineral Dispositions.

If the Royalty Holder becomes entitled to the Net Smelter Royalty, the Royalty Obligor 13.2 shall calculate, as at the end of each applicable quarter of the Fiscal Year, the Net Smelter Royalty. For the purposes of calculating the Net Smelter Royalty, the net proceeds of the Royalty Obligor shall be calculated based, for each shipment of Products, on the price of gold, silver and of any other economic metals or minerals contained in such Products, at the market price (as independently set a by the LME or any successor) of such metals and minerals on the day that the price of any shipment of Products is settled with an independent smelter or taker purchasing such Products at arm's length (the "Market Price"), and applied to the amount of gold, silver and any other economic metals and minerals contained in the Products on such shipment; provided however, that:

No streaming or discounted (to Market Price) sales of Products or of a. metals/minerals contained therein shall be allowed without the prior written consent of the Royalty Holder;
For the purposes of calculating the Net Smelter Royalty, the Market Price of b. each metal contained in Products shall be addressed and calculated separately; and
Should base metals be contained in Products, the Net Smelter Royalty on such c. metals shall be calculated on their Market price applied to the actual return from a smelter for those metals.

The Royalty Obligor shall, within thirty (30) days of the end of each quarter of the 13.3 Fiscal Year, and with respect of production of such quarter:

Pay or cause to be paid to the Royalty Holder the Net Smelter Royalty to which a. it is entitled pursuant hereto; and
Deliver to the Royalty Holder a statement indicating in reasonable detail the $b$ calculation of the Net Smelter Royalty payable for such quarter, and effect any adjustment to the previous quarterly royalty payments resulting from such calculation.

Upon becoming entitled to the Net Smelter Royalty, nothing contained in this $13.4$ Agreement shall be construed as conferring on the Royalty Holder any right to or interest in any part of the Mineral Dispositions, except the right to receive the Net Smelter Royalty from the Royalty Obligor when due.

Within one hundred twenty (120) days after the end of each Fiscal Year for which the 13.5 Net Smelter Royalty is payable to the Royalty Holder, the records relating to the calculation of the Net Smelter Royalty for such year shall be audited by the Royalty Obligor's auditors, and any resulting adjustments in the payment of the Net Smelter Royalty to the Royalty Holder shall be made forthwith after completion of the audit.

All payments of the Net Smelter Royalty to the Royalty Holder shall be deemed final 13.6 and in full satisfaction of all obligations of the Royalty Obligor in respect thereof if such payments or the calculation thereof are not disputed by the Royalty Holder within one hundred twenty (120) days after receipt of the audited statement.

The Royalty Obligor may remove reasonable quantities of ore and rock from the 13.7 Mineral Dispositions to a maximum of twenty thousand (20,000) tonnes for the purpose of bulk sampling and of testing on the Mineral Dispositions, and there shall be no Net Smelter Royalty payable to the Royalty Holder with respect thereto.

The Royalty Obligor shall have the right to commingle with ore from the Mineral 13.8 Dispositions any ore produced from other properties owned or controlled by the Royalty Obligor or any other parties, provided that the Royalty Obligor shall employ and adopt reasonable practices and procedures for weighing, sampling and assaying in order to determine the amounts of Products. The Royalty Obligor shall maintain accurate records of the results of such sampling, weighing and assaying with respect to any Products. The Royalty Holder and/or its authorized agent may examine, at all reasonable times, such records pertaining to commingling of ores or to the calculation of the Net Smelter Royalty.

Any decision to place the Mineral Dispositions into production shall be at the sole 13.9 discretion of the Royalty Obligor, and the Royalty Obligor shall be under no obligation, and nothing in this Agreement shall be construed as creating an obligation upon the Royalty Obligor, to place the Mineral Dispositions into production, and in the event the Mineral Dispositions are placed into production and operated as a mine, the Royalty Obligor shall have the unfettered right to suspend or curtail any such operation as it in its sole discretion may determine.

13.10 The Royalty Obligor agrees to maintain for the mining operation on the Mineral Dispositions up-to-date and complete records relating to the production and sale of any Products, including accounts, records, statements and returns relating to treatment and smelting arrangements of such Products, and the Royalty Holder or its authorized agent shall have the right at all reasonable times to inspect such records, statements and returns and to make copies thereof at its own expense for the purpose of verifying the amount of payments to be made by the Royalty Obligor to the Royalty Holder pursuant hereto. The Royalty Holder shall have the right at its own expense to have such accounts audited by independent auditors once each Fiscal Year.

13.11 Upon request, the Royalty Obligor shall deliver to the Royalty Holder a written royalty agreement to evidence its obligations to pay the Net Smelter Royalty, in a form suitable to the solicitors of the Royalty Holder.

13.13 In the event that the Royalty Holder wishes to sell all or a portion of its interest in the Net Smelter Royalty (the "Offered Interest") to a third party, it shall first have received a bona fide written offer from an arm's length third party (the "Third Party Offer") which shall state the price and all other pertinent terms and conditions upon which the third party wishes to complete the purchase, and the Royalty Holder shall have delivered a copy of the Third Party Offer to the Royalty Obligor together with the Royalty Holder's own offer to sell the Offered Interest to the Royalty Obligor on the same terms and conditions (the "Offer"). The Royalty Obligor shall

have thirty (30) days from the date on which it receives the Offer to notify the Royalty Holder whether it elects to acquire the Offered Interest at the price and on the terms and conditions set forth in the Offer. If the Royalty Obligor so elects, the purchase of the Offered Interest in accordance with the Offer shall be consummated promptly after notice of such election is delivered to the Royalty Holder. If the Royalty Obligor fails to so elect within the thirty (30) day period, the Royalty Holder shall have ninety (90) days following the expiration of such period to consummate the sale of the Offered Interest to the third party at a price and on terms no less favourable to the Royalty Holder than those offered in the Third Party Offer. If the Royalty Holder fails to consummate the sale of the Offered Interest to the third person within

such ninety (90) day period, the right of first refusal herein contained shall be deemed to be revived. Any subsequent Third Party Offer shall be dealt with in accordance with the procedures set forth in this Section 14.13. If the Royalty Holder completes the sale of the Offered Interest pursuant hereto, the Royalty Holder shall be released from all liabilities and obligations under this Agreement that are incurred on and from the date of the sale, provided that the third party who has purchased the Offered Interest covenants with the Royalty Obligor to be bound by this Agreement as it previously applied to the Royalty Holder.

ARTICLE 14

AGREEMENT IS OPTION ONLY

Nothing contained in this Agreement shall be deemed to constitute either party hereto $14.1$ the partner of the other nor, except as otherwise herein expressly provided, to constitute either party hereto the agent or legal representative of the other, nor to create any fiduciary relationship between them. It is not the intention of the parties hereto to create, nor shall this Agreement be construed to create, any mining, commercial or other partnership. Neither of the parties hereto shall have any authority to act for or to assume any obligation or responsibility on behalf of the other, except as otherwise expressly provided herein. The rights, duties, obligations and liabilities of the parties hereto shall be several and not joint or collective. Each party hereto shall be responsible only for its obligations as herein set out and shall be liable only for its share of the costs and expenses as provided herein, it being the express purpose and intention of the parties hereto that their ownership of Mineral Dispositions and the rights acquired hereunder shall be as tenants-in-common.

ARTICLE 15

ARBITRATION AND GOVERNING LAW

Any dispute, controversy or claim arising out of, relating to, or in connection with this 15.1 Agreement, including, without limitation, any dispute regarding its validity or termination, or the performance or breach thereof, shall be finally settled by binding international arbitration administered by the International Chamber of Commerce (the "ICC"), in accordance with the ICC Rules of Arbitration (the "ICC Rules") in effect at the time of the arbitration, except as they may be modified herein or by agreement of the parties.

The place of arbitration shall be Toronto, Ontario, and the proceedings shall be conducted in the English language.

The arbitration shall be conducted by one arbitrator appointed pursuant to the ICC Rules.

The award rendered by the arbitral tribunal shall be final and binding on the parties. Judgment on the award may be entered and the award may be enforced in any court of competent jurisdiction.

This Agreement will be governed by and construed in accordance with the laws of the 15.2 Province of Ontario and the laws of the Dominion of Canada applicable therein.

ARTICLE 16 DISCLOSURE

All information, data and results relating to or derived from the Mineral Dispositions, 16.1 activities or operations thereon and the Joint Venture shall be kept confidential and, except to the extent required by law, by regulation of any relevant securities commission, by legal process or by the rules or policies of a stock exchange on which a party's securities are listed, shall not be disclosed to any person without the prior written consent of the other party to this Agreement, which consent shall not unreasonably be withheld.

ARTICLE 17 NOTICES

Any notice, document, cheque or thing required or permitted to be given or delivered 17. hereunder shall be deemed to be properly given or delivered if:

Delivered in person and left with any officer of the party receiving such notice a. at the relevant address set forth below; or
Sent in a prepaid registered letter deposited in a post office; or $b$
By facsimile received, $c$ .
By e-mail of scanned documents to e-mail addresses provided below d.

if to the Optionor, addressed to:

Redacted: Confidential Personal Information.

if to the Optionee, addressed to:

Redacted: Confidential Personal Information.

Any notice or delivery so given shall be deemed to have been given and received on actual receipt of the letter or facsimile or other electronic means, or on the day of delivery if made in person, as the case may be (provided that such day is a business day and, if it is not, on the following business day).

Any party may from time to time by notice in writing delivered in accordance with 17.2 Section 17.1 change its address for the purposes of this Article 17.

ARTICLE 18 CONTINGENT EVENTS

18.1 The term of the Option, the times within which Expenditures are to be, or may be, incurred and cash payments are to be, or may be, made hereunder, and all other time limitations hereunder shall be extended for a period of time equal to the total of all periods of time during which the Optionee is prevented from or seriously impeded in doing any prospecting, exploration, development and/or other mining work in, on or under the Mineral Dispositions, whether by reason of fires, power shortages, strikes or walk-outs, inability to obtain suitable machinery, labour or supplies, wars or acts of terrorism, riots, acts of God, actions by aboriginal peoples or environmentalists, interference by civil or military authorities, litigation, governmental regulations or any other causes (whether or not of the same class or kind as those enumerated hereinbefore) beyond the reasonable control of the Optionee, as the case may be. The Optionee, as the case may be, shall provide to the other party notice of the beginning of any event of force majeure (which beginning shall be no earlier than the date of reception of such notice) and the end of the period of force majeure in accordance with Article 17. If any event of force majeure lasts for a period greater than twelve (12) months, the Optionee, at its sole discretion, may elect to terminate this Agreement, and upon such termination the Optionee shall have no further obligation or liability to the Optionor or in respect of the Mineral Dispositions. Notwithstanding the foregoing sentence, the Optionee must adhere to its firm commitment as set forth in subsection 6.2(a), provided the Agreement has not been terminated by the Optionee in accordance with Section 12.1.

ARTICLE 19 GENERAL

19.1 Time shall be of the essence hereof.

19.2 This Agreement supersedes all prior negotiations and agreements between the parties hereto concerning the subject matter hereof, contains the entire understanding between the parties, and may be modified only by an instrument in writing signed by the party against which the modification is asserted.

The Optionor and Optionee agree to indemnify and save each other harmless from all 19.3 claims, charges, suits, liens, costs, damages, penalties, or other liabilities of any kind whatsoever suffered or incurred by the other party and which arise out of or are incidental to a breach of any warranty, covenant, representation, term, or condition of this Agreement by the indemnifying party.

No consent or waiver expressed or implied by either party in respect of any breach or 19.4 default by the other party in the performance by such other party of its obligations hereunder shall be deemed or construed to be a consent to or a waiver of any other breach or default by such other party.

Words in this Agreement importing the singular shall include the plural and vice versa, 19.5 words importing gender shall include all genders, and words importing individuals shall include all persons and vice versa.

The Optionor and Optionee agree that both before and after the termination of this 19.6 Agreement they will execute all documents and do all acts and things as the other party may reasonably request and as may be lawful and within their power to do to carry out the intent of this Agreement.

With respect to any transfer of interest in this Agreement, provided the transferee agrees 19.7 in writing to be bound by this Agreement is if it were an original signatory hereto:

Either party to this Agreement may transfer all (and not less than all) of its a. interest in this Agreement at any time to any person, partnership, joint venture, corporation or other form of enterprise which such party directly or indirectly controls, is controlled by, or is under common control with, such party. For purposes of the preceding sentence and this Agreement, "control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise, and "controlled by" and "under common control" have similar meanings; and
Any transfer of all (and not less than all) of an interest in this Agreement to a b. third party is prohibited without the prior consent of the other party, which consent may not be unreasonably withheld.

The headings herein are inserted for convenience of reference only and shall not 19.8 be used in interpreting or construing this Agreement.

This Agreement shall enure to and be binding upon the parties hereto and their 19.9 respective successors and permitted assigns.

19.10 The parties hereto agree that all covenants, representations, warranties, terms and conditions contained in this Agreement shall not merge on closing or upon the delivery of any documents contemplated herein, but shall survive thereafter.

19.11 All references to currency herein shall be deemed to refer to U.S. Dollars.

19.12 Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision of law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. The parties hereto will engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

19.13 This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement, and any party hereto delivering an executed counterpart of the signature page to this Agreement by facsimile or other electronic

means to any other party shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

(remainder of page intentionally left blank)

"Lombardo Paredes"

"Nicolas Lopez"

SCHEDULE "A" $,$

MINERAL DISPOSITIONS

COD	STAGE	MINERAL	MODALI	MUNICIPAL	OWNER	ÁREA
			TY	ITY		Ha
C5521011	Explotación	Metalespreciosos	(Decreto)2655de 1988)	Titiribí	CESIÓNAPROBADAZANCUDOGOLDPENDIENTEINSCRIPCIÓNRMN	250ha, 1013m
H5911005	Explotación	Metalespreciosos	Ley 685 de2001Contrato deConcesión	Titiribí	ZANCUDOGOLDSUCURSALCOLOMBIA	147he,1289m2
$HDWA-02$	Explotación	Oro\ demásconcesibles	Ley 685 de2001Contrato deConcesión	Titiribí	ZANCUDOGOLDSUCURSALCOLOMBIA	604 ha,0170m2
HEOM-12	LicenciaExploraciónTerminada,pendienteotorgamiento licencia deExplotación	Oro	(Decreto)2655de 1988)	Titiribí	ZANCUDOGOLDSUCURSALCOLOMBIA	52 ha, 9029m 2

$W$

SCHEDULE "B"

DISCLOSURE SCHEDULE

DISCLOSURE SCHEDULE FOR THE

OPTION AGREEMENT FOR THE POTENTIAL PURCHASE OF AN INTEREST IN THE ZANCUDO PROJECT

BETWEEN

ZANCUDO GOLD SUCURSAL COLOMBIA

AND

IAMGOLD SUCURSAL COLOMBIA

FEBRUARY 24, 2017

31
Contents

Contents
Disclosure Schedule
I. Status of Mineral Dispositions
(a) 5521 (FDHK-01)
(b) 5911 (HGIE-07)
(c) 4985 (HEOM-12)
(d) 5747 (HDWA-02)
II. Environmental Matters
(a) Map
(b) Accord 007 of 2000 (Establishment of the "La Candela" Forest Reserve in the
Municipality of Titiribi, Antioquia)
(c) Management Plan for the "La Candela" Forest Reserve issued by
CORANTIOQUIA
III. Indentures
(a) Unsecured ARI
(b) Secured ARI

Disclosure Schedule

The following is the Disclosure Schedule by the Zancudo Gold Sucursal Colombia. (the "Optionor") to the Option Agreement for the Potential Purchase of an Interest in the Zancudo Project (the "Option Agreement"), dated January 24, 2017, by an among, the Optionor and IAMGOLD Sucursal Colombia. (the "Optionee"). The disclosures included in this Disclosure Schedule are applicable to any section of the Option Agreement to which they reasonably relate to. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Option Agreement. The heading included in this Disclosure Schedule are solely for the purpose of reference and convenience.

Any amounts to which this Disclosure Schedule makes reference are in Colombian Pesos (COP) unless it is indicated otherwise.

I. Status of Mineral Dispositions

Except as otherwise provided herein, the Mineral Disposition are valid, subsisting and in good standing under all applicable laws, including Environmental Laws. The following information describes the current status and pending obligations in relation to each of the Mineral Dispositions.

TITIL 1	5521 (FDHK-01)
TITLEHOLDER	The current registered titleholder is Consorcio deInversionistas C.D.I. S.A ("CDI"). The Mining Authorityissued Resolution No. 2016060089932 on October 31, 2016(as amended on December 22, 2016) approving the assignmentto Zancudo Gold Sucursal Colombia. Pending registration ofassignment at the National Mining Registry.
CONCESSIONAGREEMENT DATE	December 19, 1997
REGISTRATION DATE	Concession 5521 began as an exploration and exploitationpermit granted by the Ministry of Mines and Energy underDecree 1975 of 1970. The permit had a 5 year term and wasgranted on October 4, 1984 and registered at the NationalMining Registry in on June 1, 1990. In 1995 the request forconversion of the license to a concession contract was filed andgranted on 1997. The Concession Contract was registered withthe National Mining Registry on January 7, 1998.
TERM	Valid until January 07, 2028
CONTRACT STAGE	12th year of Exploitation.On December 21, 2016 the concession holder requested to theMining Authority:An additional exploration area (231.849 hectares) wasrequested in accordance with the Works and Investment

(a) 5521 (FDHK-01)

	Program ("PTI" for its acronym in Spanish); andOn May 24, 2016 the concession holder requested:The suspension of the exploitation stage based ontechnical difficulties related to the processing of theminerals. There has been no answer to the moment.
PENDINGOBLIGATIONS(MINING AUTHORITY)	FBMs 2016: Completed.٠ROYALTIES: Presented in 0 until there is a decisionon the suspension request.INSURANCE POLICY: For a term from June 13,2016 to June 13, 2017. The policy was filed on June 22,2016, but it has not yet been approved.
PENDINGOBLIGATIONS(ENVIRONMENTALAUTHORITY)	The assignment of the process of the EnvironmentalManagement Plan ("PMA" for its acronym un Spanish)AS3-96-281 from CDI to the Optionor must berequested with CORANTIOQUIA.Pending technical requirements of the PMA processmust be fulfilled or the process of the PMA must berestarted with a new Environmental Impact Assesment("EIA")Water concession and discharge permits for additionalexploration must be obtained.

Program ("PTI" for its acronym in Spanish); andOn May 24, 2016 the concession holder requested:The suspension of the exploitation stage based ontechnical difficulties related to the processing of theminerals. There has been no answer to the moment.

PENDINGOBLIGATIONS(MINING AUTHORITY)

FBMs 2016: Completed.٠ROYALTIES: Presented in 0 until there is a decisionon the suspension request.INSURANCE POLICY: For a term from June 13,2016 to June 13, 2017. The policy was filed on June 22,2016, but it has not yet been approved.

PENDINGOBLIGATIONS(ENVIRONMENTALAUTHORITY)

The assignment of the process of the EnvironmentalManagement Plan ("PMA" for its acronym un Spanish)AS3-96-281 from CDI to the Optionor must berequested with CORANTIOQUIA.Pending technical requirements of the PMA processmust be fulfilled or the process of the PMA must berestarted with a new Environmental Impact Assesment("EIA")Water concession and discharge permits for additionalexploration must be obtained.

(b) 5911 (HGIE-07)

TITLE	5911 (HGIE-07)
TITLEHOLDER	Zancudo Gold Sucursal Colombia
CONCESSIONAGREEMENT DATE	May 13, 2004
REGISTRATION DATE	May 9, 2006
TERM	Valid until May 8, 2036
CONTRACT STAGE	5th year of Exploitation.On January 15, 2015 the concession holder requested:An additional exploration area 50.47 hectares) inaccordance with the Works Program ("PTO" for itsacronym in Spanish).On August 26, 2016, the concession holder requested:The suspension of the exploitation stage based ontechnical difficulties related to the processing of theminerals. There has been no answer to the moment.
PENDINGOBLIGATIONS(MINING AUTHORITY)	FBMs 2016: CompletedSURFACE FEE: In the event that the PTO with theadditional exploration area is approved, the amount ofapproximately COP $15.000.000 (approximately US$5,000) must be paid on May 9, 2017.ROYALTIES: Presented in 0 until there is a decisionon the suspension request.INSURANCE POLICY: For a term from May 20,

	2016 to May 20, 2017; filed on June 15, 2016 but notyet approved.
PENDINGOBLIGATIONS(ENVIRONMENTALAUTHORITY)	Environmental License applied for on December 30, 2014. Filenumber AS3-2014-9. Pending approval.
NOTES	The Mining Authority has not yet decided on the requests foradditional exploration areas or suspension of the exploitationstage.

(c) 4985 (HEOM-12)

TITLE	4985 (HEOM-12)
TITLEHOLDER	Zancudo Gold Sucursal Colombia
CONCESSIONAGREEMENT DATE	Title 4895 (HEOM-12) is an exploration license grantedpursuant to Decree 2655 of 1988. The exploration license wasgranted on May 10, 2002 through resolution 014075.
REGISTRATION DATE	March 11, 2008.
TERM	March 10, 2009, extendable for an additional year according toDecree 2655 of 1988.
CONTRACT STAGE	Exploration license is expired, the request for conversion to anexploitation license under Decree 2655 of 1998 was filed byZancudo Gold on May 12, 2014. The expected duration of theexploitation license is 10 years from the registration date at theNational Mining Registry.
CONTRACT STAGEANNUITY	Exploration license is expired, pending approval of request forconversion to exploitation license.
PENDINGOBLIGATIONS (MININGAUTHORITY)	FBM 2016: FBM is pending.$\bullet$SURFACE FEES: The last four are pending forapproximately COP$4,800,000 (approximately US$1,600). No payments have been made pending responseto the administrative challenge against the resolutionthat terminated the exploration license.INSURANCE POLICY: N/A
PENDINGOBLIGATIONS(ENVIRONMENTALAUTHORITY )	The Environmental License was applied for on December 30,2014. File number AS3-2014-9. Pending approval.

$\mathbb{U}$

(d) 5747 (HDWA-02)

TITLE	5747 (HDWA-02)
TITLE HOLDER	Zancudo Gold Sucursal Colombia
CONCESSIONAGREEMENT DATE	August 19, 2003
REGISTRATION DATE	February 1, 2008
TERM	January 1, 2038.
CONTRACT STAGE	Second year of Exploitation.On January 28, 2015 the concession holder requested:An additional exploration area 462.4083 hectares)inaccordance with the PTO, andOn January 25, 2016 the concession holder requested:The suspension of the exploitation stage based ontechnical difficulties related to the processing ofminerals. There has been no answer to the moment.
PENDINGOBLIGATIONS (MININGAUTHORITY)	FBM 2016: Completed۰SURFACE FEES: In the event that the PTO with the$\bullet$additional exploration area is approved, the amount ofapproximately COP$ 30,000,000 (approximately US$10,000) must be paid on February 1, 2017.ROYALTIES: Presented in 0 until there is a decision onthe suspension requestINSURANCE POLICY: For a term from February 1,2016 to February 1, 2017; presented and notyetapproved
PENDINGOBLIGATIONS(ENVIRONMENTALAUTHORITY)	Environmental License applied for on December 30, 2014. Filenumber AS3-2014-9. Pending approval.
NOTES	The Mining Authority has not yet decided on the۰requests for additional exploration areas or suspension ofthe exploitation stage.Concessions in exploitation stage require that actual۰mining is taking place, unless such stage has beensuspended by the Mining Authority (usually for securityreasons). Suspension of mining activities withoutjustification may lead to termination of the concession.

II. Environmental Matters

The "La Candela" Forest Reserve occupies a portion of title 5747 (HDWA-02). Below please find the relevant documentation relating to the Forest Reserve.

(a) Map

$W$ .

(b) Accord 007 of 2000 (Establishment of the "La Candela" Forest Reserve in the Municipality of Titiribi, Antioquia).

[Acuerdo No. 007 de 2000 - Reserva La Candela]

epartamento de AntioquiaCONCEJO MUNICIPAL DE $-TITIRIB1$ .

ACUERDO No. 007 DE 2000 Noviembre 25

POR MEDIO DEL CUAL SE ESTABLECE UNA ZONA DE FESERVA FOR EL MUNICIPIO DE TITIRIBI, ANTIOQUIA.

EL HONORABLE CONCEJO MUNICIPAL DE TEHRIBI, ANTIOQUIÁ, en uso de las facultades legales conferidas, en especial las consagradas en la ley 136 de 1994, y ...

III. Indentures

Gran Colombia Gold Corp. ("Gran Colombia") is a debtor under a certain unsecured Amended and Restated Indenture for Debentures ("Unsecured Debentures") dated January 20, 2016 (the "Unsecured ARI") and a certain secured Amended and Restated Indenture for Debentures ("Secured Debentures") dated January 20, 2016 (the "Secured ARI") between Gran Colombia and Equity Financial Trust Company ("Equity").

The Optionor is a wholly-owned subsidiary of Gran Colombia Gold S.A. ("GCGSA"), a wholly-owned subsidiary of Gran Colombia

(a) Unsecured ARI

Under the Unsecured ARI, the Optionor as a Material Subsidiary (as defined in the ARI) of Gran Colombia, is a guarantor of the Unsecured Debentures through a corporate guarantee (the "Guarantee Agreement").

Maturity of Unsecured Debentures under the Unsecured ARI is August 11 2018 (the "Unsecured Debenture Maturity Date"). There are approximately US$47MM in outstanding Unsecured Debentures.

The Unsecured ARI provides for a number of covenants of Gran Colombia, for so long as the Unsecured Debentures are outstanding (presumably, the Unsecured Debenture Maturity Date) which include:

Gran Colombia and any of its subsidiaries refraining from creating, incurring, assuming or suffering to exist any lien upon or with respect to any of its property, assets and undertaking comprising the Marmato Project (defined as Gran Colombia's gold-silver project located in the municipality of Marmato, Department of Antioquia, Colombia, approximately 120 km south of the city of Medellín, comprised of three adjacent sets of properties (Zona Alta, Zona Baja and Echandia);
Gran Colombia causing each of its subsidiaries (including the Optionor) to continue to be direct or indirect wholly-owned subsidiaries of Gran Colombia; and
Gran Colombia must maintain, protect and defend title to all of its assets subject to certain permitted encumbrances, and take all such commercially reasonable acts and steps as are necessary or advisable at any time and from time to time to retain its ownership in all such assets subject to Permitted Encumbrances in good standing and to cure any material title defects in respect of all such assets subject to certain permitted encumbrances.
Guarantee Agreement: in addition to the covenants included in the Unsecured ARI, the Guarantee Agreement granted by Optionor in favor of Equity provides that the Optionor must maintain good, legal and valid title of its assets, and protect and defend title to all of its assets and take all such commercially reasonable acts and steps as are necessary or advisable to retain ownership in all such assets in good standing and to cure any material title defects in respect to all such assets or concessions (Guarantee Agreement 5.1.2).

Pledges: the Optionor may effectively grant the Pledges as security to the fulfillment of the Optionor's obligations under the Option Agreement while the Unsecured Debentures remain outstanding as they do not run afoul of the negative covenant relating to liens given that such covenant is restricted to the Marmato Project. In case that the Unsecured Debentures are not repaid and the Unsecured ARI and the Guarantee Agreement remains in effect when the option is exercised, the Pledges can be enforced.

(b) Secured ARI

Under the Secured ARI, GCGSA, as a Restricted Subsidiary of Gran Colombia granted certain security for due payment of all obligations and the performance by Gran Colombia of its obligations. Such security did not include any of the Optionor's shares or properties, as the Optionor is defined as an Unrestricted Subsidiary of Gran Colombia, and not a guarantor under the Secured ARI.

The Secured ARI provides for covenants related to asset disposition. Section 5.10 provides that Gran Colombia shall not, and shall not permit any of its Restricted Subsidiaries to cause. make or suffer to exist any Asset Disposition. The definition of Asset Disposition restricts the sale of shares of the Capital Stock of Restricted Subsidiaries, but not of Unrestricted Subsidiaries, such as the Optionor.

Section 5.12 restricts the possibility for any Restricted Subsidiary to create, incur, assume or suffer to exist any "Lien" upon any "Collateral", nonetheless, the definition of "Collateral" specifically excludes interests of Restricted Subsidiaries in the shares of Unrestricted Subsidiaries.

There are no restrictions as to the Optionor disposing of assets or issuing shares to third parties under the Secured ARI.

SCHEDULE "C"

POWER OF ATTORNEY

PODER IRREVOCABLE

El suscrito, Lombardo Paredes Arenas, vecino de la ciudad de Medellín, identificado con la cédula de extranjería No. 476.705, actuando en calidad de representante legal principal de la sucursal de sociedad extranjera Zancudo Gold Sucursal Colombia (en adelante el "Poderdante"), por medio del presente documento OTORGA PODER IRREVOCABLE a los señores [·], vecino de la ciudad de [·], identificado con la cédula de ciudadanía No. [·] de [·] y/o a [·], mayor de edad, vecino de la ciudad de [·], identificado con la cédula de ciudadanía No. [·] de [·] (colectivamente los "Apoderados" y cada uno individualmente el "Apoderado"), para que actúen en representación del Poderdante para llevar a cabo todas y cada una de las actuaciones y los procedimientos que puedan ser requeridos para el debido cumplimiento de las obligaciones que surjan de los títulos mineros descritos en el Anexo A del presente documento (en adelante los "Derechos Mineros "), incluyendo y sin limitarse a:

(a) notificarse de todas y cada una de las decisiones que emita la autoridad minera competente (la Autoridad"), relacionadas con los Derechos Mineros;

(b) Cumplir con los requerimientos que haga la Autoridad en relación con los Derechos Mineros;

(c) interponer los recursos correspondientes ante cualquier decisión negativa de la Autoridad en relación con los Derechos Mineros.

(d) tomar las pólizas de garantía que amparen el cumplimiento de las obligaciones mineras y ambientales (en adelante, las "Pólizas") correspondiente los Derechos Mineros y presentar dichas Pólizas ante la Autoridad:

(e) liquidar y pagar el canon superficiario o las regalías correspondientes a los Derechos Mineros y radicar la evidencia de dichos pagos ante la Autoridad;

(f) firmar los Formatos Básicos Mineros anuales y semestrales correspondientes a los Derechos Mineros y radicar ante la Autoridad;

(g) representar al Poderdante ante la Autoridad Minera, la Autoridad Ambiental (incluyendo las Corporaciones Autónomas Regionales) y/o cualquier otra autoridad o regional, en todo lo relacionado con el cumplimiento de las obligaciones y obtención de permisos relacionados con los Derechos Mineros, incluyendo pero sin limitarse a: la solicitud de permiso de concesión de aguas, permiso de vertimientos, permiso de aprovechamiento forestal, permiso de emisiones atmosféricas, solicitud de licencia ambiental, o cualquier permiso ambiental o de otra índole que se requiera para adelantar las labores de exploración y explotación en el área de los Derechos Mineros:

(h) Negociar y firmar contratos de servidumbre o de cualquier otra índole que se requieran para adelantar labores en el área de los Derechos Mineros.

(i) en general llevar a cabo cualquier acción y firmar cualesquiera documentos que resulten necesarios para mantener los Derechos Mineros en cumplimiento con sus obligaciones minero-ambientales; y

(j) adicionalmente otorgar a los Apoderados plenos poderes y autoridad para, sujeto a notificación previa al Poderdante, sustituir y designar en sustitución a uno o más Apoderado(s) para que ejerza(n) el encargo como Apoderados.

Este mandato es otorgado a costo y riesgo de los Apoderados, quienes actuarán por cuenta del Poderdante pero en nombre propio. Los costos, obligaciones y responsabilidades derivados de las actuaciones de los Apoderados bajo el presente instrumento serán únicos y exclusivos de los Apoderados. El Poderdante no asumirá responsabilidad alguna por reclamos de terceros derivados del ejercicio de este instrumento por parte de los Apoderados.

En virtud del artículo 1279 del Código de Comercio, el mandato otorgado en este poder es irrevocable y solo podrá ser revocado por justa causa, la cual se producirá en el caso de que este poder sea utilizado fuera del ámbito de aplicación, o en contra de los términos y condiciones, o luego de la terminación del Contrato de Opción celebrado el 24 de febrero de 2017 ente el Poderdante y Iamgold Sucursal Colombia.

Otorgado en Medellín, el [·] de febrero de 2017.

FIRMAS:

PODERDANTE

Firma: Lombardo Paredes Redacted: Confidential personal information Cargo: Representante Legal

ACEPTADO POR:

APODERADOS
-------------------

Firma:

C.C.

Firma: C.C.

ANEXO A DERECHOS MINEROS

COD	Etapa	Mineral	Modalidad	Municipio	Titular	ÁREA
						Ha
C5521011	Explotación	Metalespreciosos	(Decreto 2655de 1988)	Titiribí	CESIÓNAPROBADAZANCUDOGOLDPENDIENTEINSCRIPCIÓN RMN	250ha, 1013m
H5911005	Explotación	Metalespreciosos	Ley 685de2001ContratodeConcesión	Titiribí	ZANCUDOGOLDSUCURSALCOLOMBIA	147ha,1289m2
HDWA-02	Explotación	Oro\ demásconcesibles	Ley 685de2001ContratodeConcesión	Titiribí	ZANCUDOGOLDSUCURSALCOLOMBIA	604 ha,0170m2
HEOM-12	LicenciaExploraciónTerminada,pendienteotorgamientolicencia deExplotación	Oro	(Decreto 2655de 1988)	Titiribí	ZANCUDOGOLDSUCURSALCOLOMBIA	52 ha, 9029m 2

SCHEDULE "D"

PLEDGE

OPEN NON-POSSESSORY PLEDGE AGREEMENT OVER THE RIGHT TO EXPLORE AND EXPLOIT AND OVER FUTURE PRODUCTION DERIVING FROM THE EXPLOITATION OF MINING TITLES

This pledge agreement over mining titles (the "Agreement") is entered into between, on the one part:

a) Zancudo Gold Sucursal Colombia, a branch of foreign company incorporated under the laws of the Republic of Colombia, identified with Tax Identification Number 900.354.148, legally represented herein by Lombardo Paredes, bearer of foreign identity card No. 476.705, who certifies upon signing this Agreement that he has all the corporate authorizations required for the purposes of providing this guarantee, which will henceforth be referred to as the "Pledgor"; and on the other part
b) lamgold Corporation Sucursal Colombia, a branch of foreign company incorporated under the laws of the Republic of Colombia, identified with Tax Identification Number 900.333.199, legally represented herein by Nicolas Lopez, bearer of citizenship card No. 10281645, who certifies upon signing this Agreement that he has all the corporate authorizations required for the purposes of providing such guarantee, which will henceforth be referred to as the "Pledgee".

The text of this Agreement shall be construed and enforced in accordance with the provisions of the following chapters:

CHAPTER I DEFINITIONS

For the purposes of this Agreement the terms defined below shall have the meanings attributed to them herein and such meanings shall be given to them provided they are capitalized, whether singular or plural:

Written Notice: Refers to the communication that Pledgee will send Pledgor notifying that as a result of the occurrence of an Event of Default, the Pledged Assets will be executed.

Pledged Assets: Means (i) all mining concession contracts registered at the National Mining Registry, between Pledgor and the National Mining Agency, listed in Appendix 1; (iii) the right to exploit such mining concession contracts, and (iv) the right to appropriate future production of minerals arising from exploitation activities performed in the area of the aforementioned mining concession contracts listed in Appendix 1.

Business Day: Is any day other than a Saturday, Sunday, or a day when credit institutions are allowed or obliged to close their offices in Bogotá, Colombia.

Event of Default: The events provided in the Eighth Clause of this Agreement.

Option Agreement: Means the option agreement entered into by the Pledgor and the Pledgee on February 24th, 2017, by which the Pledgor granted the Pledgee an exclusive and irrevocable first option to acquire an undivided sixty five percent (65%) interest in the Pledged Assets together with all mining and other rights pertaining thereto, at any time from the date thereof up until the sixth anniversary date, for the consideration and upon the terms and conditions set forth in such agreement and a second option to acquire an undivided seventy percent (70%) interest in the Pledged Assets.

Law on Secured Transactions: Means Law 1676 of 2013 issued by the Congress of the Republic of Colombia, together with Decree 400 of 2014 and Decree 1835 of 2015 regarding the National Registry of Secured Transactions and any other law, decree, resolution, ordinance, rule, regulation or code that complements, adds to or develops same.

Secured Obligations: The obligations assumed by the Pledgor of transferring and assigning to Pledgee (i) 65% undivided interest in the Pledged Assets upon Pledgee exercising the First Option under the Option Agreement; and (ii) an additional 5% undivided interest in the Pledged Assets upon Pledgee exercising the Second Option under the Option Agreement; subject to the Pledgee having satisfied the conditions to exercise such options in accordance with the Option Agreement Parties: Are, jointly, Pledgor and Pledgee.

Registry of Secured Transaction: Means the registry of secured transactions referred to in Article 38 of Law 1676 of 2013 and regulated by Decree 400 of 2014 and Decree 1835 of 2015.

Debentures: means the debentures maturing on August 11, 2018 issued by Gran Colombia Gold Corp. pursuant to a certain indenture dated January 20, 2016 and for which Pledgor is a guarantor pursuant to a guarantee agreement.

All capitalized terms not otherwise defined in this Agreement, shall have the meaning ascribed to them in the Option Agreement.

CHAPTER II CONSIDERATIONS

FIRST. Whereas all the Pledged Assets are wholly owned by Pledgor and except as provided for in the Debentures and related documents, currently not subject to any other encumbrance or limitation of domain that could somehow affect the enforceability of the Agreement after September 01, 2018 in accordance with the Law on Secured Transactions, the Mining Code or any other regulations applicable to them:

SECOND. Whereas Pledgor is the sole owner of the Pledged Assets;

THIRD. Whereas under the Option Agreement, the Pledgor undertook to grant in favor of Pledgee a security interest over all of the Pledged Assets.

FOURTH. Whereas, for the purposes of granting the guarantee referred to in the previous paragraph, Pledgor enters into this Agreement with Pledgee.

CHAPTER III TERMS AND CONDITIONS OF THE AGREEMENT

FIRST CLAUSE. GRANTING OF THE SECURITY INTEREST.

Under this Agreement Pledgor gives and grants Pledgee, in accordance with the provisions of Law 685 of 2001 and the Law on Secured Transactions and other related and complementary regulations, non-possessory open and senior pledge over the Pledged Assets.

SECOND CLAUSE. SECURED OBLIGATIONS.

The purpose of this Agreement is to secure with the Pledged Assets full compliance of all the Secured Obligations. The guarantee provided under this Agreement shall remain in force for as long as any of the Secured Obligations remain in force and shall cover fulfillment thereof even if they are expanded, extended, modified, restructured or novated at any time.

For the purposes of the paragraph of Article 14 of the Law on Secured Transactions, the Parties declare and acknowledge that the main terms of the Secured Obligations and of the guarantee that is constituted under this Agreement are as follows:

Nature of theSecuredObligations	Obligations of the Pledgor to assign the Pledged Assets upon exercise byPledgee of the First Option and the Second Option, as applicable, under theOption Agreement.
Date	February 27, 2017
Maximum amountcovered by theSecurity	USD 15,000,000
RemunerativeInterest	N/A
Default Interest	N/A
Due Date	10 working days following the exercise of each of the first and second options.
Collateral	The Pledged Assets

If the value of the Pledged Assets increases or decreases for any reason, Pledgor acknowledges and agrees that the variation in the value of the Pledged Assets shall not affect the validity or effectiveness of the security; consequently, the Pledged Assets shall continue to be encumbered under this Agreement pursuant to the terms set forth herein.

If the conditions of the Option Agreement are modified, except as such modification eliminates or amends this Pledge, this security shall remain intact and shall continue in full force, and such modifications shall be deemed automatically included herein, without the need to enter into any additional document or undertake any kind of formality.

It is expressly agreed that this pledge guarantees Pledgee and its affiliates, assigns or successors to the extent that the Option Agreement has been assigned to or inherited by any of such affiliates in compliance with the provisions of the Option Agreement. It is understood that this collateral backs not only the Secured Obligations, but also the cost of enforcement of this Agreement(including consultants, lawyers, court and/or arbitration costs, etc.), if applicable.

THIRD CLAUSE. REGISTRATION IN THE NATIONAL REGISTRY OF SECURED TRANSACTIONS.

Pledgor agrees and acknowledges that Pledgee (directly or through its designee) may register this guarantee in the Registry of Secured Transactions in accordance with the Law on Secured Transactions.

Paragraph: Even if the issuance of the Law on Secured Transactions provides that the registration this security must be made before the Registry of Secured Transactions and not the National Mining Agency as provided in this Clause, Pledgee shall in any event submit a memorial to the National Mining Agency (or the Secretary of Mines of Antioquia or any other delegated mining authority, if applicable) informing it of the existence of the security provided in this Agreement once the security is recorded in the Registry of Secured Transactions.

FOURTH CLAUSE. REPRESENTATIONS AND WARRANTIES.

Pledgor hereby represents and warrants to Pledgee that the facts and circumstances listed in this Clause are true at all times during the term of this Agreement:

Pledgor is a branch of a foreign company duly registered, existing and organized i. according to the laws of the Republic of Colombia and is currently in good standing with its corporate and legal obligations.
Those who enter into this Agreement on behalf of Pledgor have full power and authority to ü. sign, execute and perform its obligations under this Agreement and to pledge the Pledged Assets.
Pledgor is empowered to perform gold exploration and exploitation in the area of the üi. mining titles that make up the Pledged Assets.
The signing, execution and delivery of the Agreement by Pledgor, the pledging of the iv. Pledged Assets by Pledgor and latter's fulfillment of its obligations under this Agreement, (i) has been duly authorized in the manner required by the bylaws and applicable law; (ii) has not conflicted nor will it conflict with, or result in a violation of, or constitute a breach of, any provision of a material document or contractual obligation of Pledgor or law, rule or governmental regulation or order or any court ruling and (iii) will not result in or require the creation or imposition of any lien, except the lien in favor of Pledgee on any other property of Pledgor in development of the provisions of any contract to which Pledgor is a party.
This Agreement has been duly executed and delivered by Pledgor and constitutes a valid, v. legal and binding obligation for it, is enforceable against it in accordance with its terms, and creates a senior, non-possessory and open security interest over the Pledged Assets to guarantee fulfillment of the Secured Obligations, subject to applicable laws on bankruptcy, take-over, insolvency, simulated or illegal sale, restructuring, moratorium and other similar laws generally affecting creditors' rights.
Pledgor is the legal owner and beneficiary of the Pledged Assets, holds legal and valid title Vi. to them, has the full right to encumber and transfer them, and the Pledged Assets have been fully paid, are free of any lien, dismemberment of domain, fiduciary or trust or any other limitation to the domain, except that which is established by means of this Agreement and the Debentures and related documents.
Except for the registration in the Registry of Secured Transactions that falls exclusively to vii. Pledgee, no filing, recording, or other action is required to perfect or protect the security interest hereby granted or to constitute the lien on the Pledged Assets.
With the exception of those already processed or obtained, and which are in full force and viii. effect on the date hereof, no authorization, approval or other action by, or notification to any governmental authority, regulatory body or any other person is required for Pledgor to constitute the pledge in fulfillment of this Agreement or to sign, enter into and perform this Agreement.
No sale or purchase option has been granted over the Pledged Assets nor has any act or IX. contract been entered into that restricts, limits or conditions freedom of disposal or exercise of rights related to same or which grants rights to third parties over same, except for the commercial pledge established under this Agreement and the Debentures and related documents.

FIFTH CLAUSE. PROTECTION OF THE SECURITY.

Pledgor agrees and accepts that it will not sell, assign, grant options, transfer, pledge or in any way limit the exercise of the real right of control over the Pledged Assets except in favor of Pledgee under the terms of this Agreement or as permitted in the Option Agreement. Pledgor, at its sole expense, shall guarantee and defend the right and the title granted to Pledgee over the Pledged Assets against claims and demands of third parties.

SIXTH CLAUSE. OTHER COMMITMENTS.

This Agreement also imposes on Pledgor the obligations under Colombian law regarding open commercial pledges, as well as the following general obligations:

Notify Pledgee regarding impoundments or seizures of the Pledged Assets within five (5) j, Business Days after the date of being notified by a judge or competent authority of such impoundment or seizure.
Inform Pledgee of any act, fact or action of which it becomes aware and which may ü. adversely and materially affect the pledge incorporated under this Agreement or any of the obligations arising herefrom.
Request Pledgee's approval prior to disposing wholly or in part of any of the Pledged iii. Assets when such operation corresponds to an activity other than that which is performed by Pledgor in the ordinary course of its business.
Keep updated and current all records, authorizations or permits necessary or related the iv. Pledged Assets.

SEVENTH CLAUSE. EVENTS OF DEFAULT.

Any of the following events will be sufficient basis for Pledgee to enforce its rights under this Agreement (any of which will be referred to as an "Event of Default"):

The refusal or Inability of Pledgor to comply with the Secured Obligations after having j, received evidence of satisfaction by Pledgee of the conditions of exercise of the First Option or the Second Option, as applicable, under the Option Agreement.
ij. Any breach by Pledgor of any commitment or obligation under clause sixth of this Agreement without same being remedied in a period of ten (10) days of Pledgor becoming aware thereof (the "Cure Period"). In the event of non-observation of the duties of notification and/or delivery set forth in the preceding Clause, it is understood that breach is incurred when same has not been remedied within ten (10) days following the date that Pledgor becomes aware of the fact that gives rise to the obligation or that on which it should have become aware thereof; and
Any false or misleading representation or warranty made by Pledgor under this iii. Agreement.

Upon occurrence of any Event of Default under the Option Agreement or under this Agreement, and provided that the respective Event of Default has not been remedied within the corresponding Cure Period and that on the date of the initiation of the enforcement there are obligations outstanding under the Option Agreement, Pledgee, subject in any event to the provisions of applicable Colombian law, may at its option undertake the following enforcement procedure :.

i. Direct Payment Procedure: Pledgee may initiate a direct payment procedure pursuant to the terms of Article 60 of the Law on Secured transactions.

NINTH CLAUSE. TERM AND TERMINATION.

This Agreement shall remain in full force until the date that the first of the following occurs:

Extinction of the Secured Obligations, either by exercise by Pledgee of First or Second Ī. Option and transfer by Pledgor of the Pledges Assets; or by termination of the Option Agreement under the termination events provided for therein;
iĭ. A written release of the guarantee by Pledgee.
A written notice by Pledgee of the decision of not exercising the option under the Option iii. Agreement.
The occurrence of an event of default or breach by Pledgee under thisAgreement without iv. being remedied in a period of ten (10) working days of Pledgor becoming aware thereof (the "Cure Period"); or
In the event that Pledgor, by the date of termination and release of the Debentures, has v. not yet made Expenditures in the mining titles subject to the Option Agreement, for at least the amount of one million dollars of the United States of America (US$1,000,000)..

For purposes of the provisions of Article 42 of the Law on Secured Transactions, the term of duration of the registration of the secured transaction will run from the date of registration of this Agreement in the Registry of Secured Transactions until this Agreement is terminated for any of the grounds stated previously in this Clause.

Upon occurrence of any of the causes described in this Clause, Pledgee will send a Written Notice within five (5) Business Days to Pledgor informing that this Agreement and the underlying pledge have terminated and all obligations hereunder are irrevocably canceled.

The commercial pledge object of this Agreement will not be extinguished by any act or omission of Pledgee, or by the fact that Pledgee allows Pledgor to breach its obligations or to partially or imperfectly fulfill same or fulfill same in a manner other than that which is agreed or by the fact that Pledgee fails to insist on strict compliance with such obligations or fails to timely exercise the contractual or statutory rights granted to it against Pledgor.

TENTH CLAUSE. TERMINATION AND RELEASE BY PLEDGOR

In the event that the Option Agreement is terminated by any cause, the Pledgee shall promptly and diligently release the guarantee over the Pledge Assets provided for in this Agreement. In case that the Pledgee does not do so for any reason, Pledgor is hereby irrevocably appointed by Pledgee as its attorney-in-fact and is fully authorized to release the guarantees over the Pledged Assets in Pledgees' name. In any event, Pledgor may resort to the procedure for cancelling the guarantee provided for in article 76 of the Law on Secured Transactions.

ELEVENTH CLAUSE: ACCESSORY NATURE OF THE AGREEMENT.

This Agreement is an accessory contract to the Option Agreement.

ELEVENTH CLAUSE. AMENDMENTS, WAIVERS.

No amendment to this Agreement will take effect unless made by a writ duly signed validly by each of the Parties.

TWELFTH CLAUSE. APPLICABLE LAW.

This Pledge Agreement shall be governed by and construed in accordance with Colombian law.

THIRTEENTH CLAUSE, VALIDITY.

If any provision of this Agreement is found to be invalid or prohibited under Colombian law, such provision will be ineffective to the extent of such prohibition or invalidity and shall not affect the validity of the remainder of that provision or the other provisions of this Agreement.

FOURTEENTH CLAUSE. ASSIGNMENT.

None of the Parties shall, under any circumstances, assign this Agreement without the prior written consent of the other Party, who may refuse to grant such authorization without the need for any justification whatsoever.

FIFTEENTH CLAUSE. ENTIRE AGREEMENT.

This Agreement, including its Appendices, constitutes the entire agreement between the Parties and takes precedence and supersedes any other agreement that may have existed previously between the Parties in relation to its purpose. However, if there is any conflict or inconsistency between this Agreement and the Option Agreement, the terms of the Option Agreement shall prevail over the terms of this Agreement.

SIXTEENTH CLAUSE. ARBITRATION CLAUSE.

Any controversy or dispute arising under this Agreement shall be settled by an arbitration tribunal that will meet at the Center for Arbitration and Conciliation of the Bogotá Chamber of Commerce, according to the following rules:

The Tribunal shall consist of one arbitrator appointed by Center for Arbitration and ì. Conciliation of the Bogotá Chamber of Commerce from the list of arbitrators registered in such Center.
The applicable procedure will be that of the Rules for National Arbitration of the Center for ii. Arbitration and Conciliation of the Bogotá Chamber of Commerce.
iii. The Tribunal shall consider and decide at law.
The proceedings will be conducted in Spanish. English documents will be accepted as iv. long as they are translated into Spanish by an official translator.
The award is handed down by the Tribunal shall be final and binding on the Parties. v.
The Parties shall bear the costs in the manner that is specified in the arbitration award. vi.

PARAGRAPH: Except as provided in Clause 9(i) and 9(ii) of this Agreement, this Arbitration Clause cannot be extended to disputes concerning the validity, enforcement or interpretation of the Option Agreement, or any other document or agreement related to the same.

SEVENTEENTH CLAUSE. NOTIFICATIONS.

Any notice or other communication that is required or has to be given hereunder shall be in writing, and the same will be delivered either by personal delivery, by courier or by e-mail, as set forth below.

Pledgor will receive notifications at:

Redacted: Confidential Personal Information.

Pledgee will receive notifications at:

Redacted: Confidential Personal Information.

If any such notice or communication is sent by e-mail, it shall be deemed to have been received on the next Business Day, or if delivered by hand or by courier it shall be deemed to have been received at the time of its delivery at the address which is noted below to a person who apparently has authority to accept deliveries on behalf of the recipient. The notice of change of address is also governed by this Clause.

In witness whereof, it is signed by the Parties, on the _______( _) day of ________, 2017,

Pledgor

ZANCUDO GOLD SUCURSAL COLOMBIA

Signed:

Name: Name:

Position: Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Cont

Pledgee

IAMGOLD SUCURSAL COLOMBIA

Signed:

Name: Contractor

Position: ____________________________________

Appendix 1

$\overline{cop}$	STAGE	MINERAL	MODALITY	MUNICIPALIT	OWNER	ÁREAIIa

HDWA-02	Explotación	Oro\ demásconcesibles	Ley 685 de2001Contrato deConcesión	Titiribí	ZANCUDOGOLDSUCURSALCOLOMBIA	604 ha,0170m2
HEOM-12	LicenciaExploraciónTerminada,pendienteotorgamiento licencia deExplotación	Oro	(Decreto)2655de 1988)	Titiribí	ZANCUDOGOLDSUCURSALCOLOMBIA	52 ha, 9029m2

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AI assistant

Denarius Metals — Regulatory Filings 2021

44279_rns_2021-02-18_31eac8b3-baba-40bc-a876-37732cf3b282.pdf

OPTION AGREEMENT FOR THE POTENTIAL PURCHASE OF AN INTEREST IN THE ZANCUDO PROJECT

BETWEEN

ZANCUDO GOLD SUCURSAL COLOMBIA.

IAMGOLD SUCURSAL COLOMBIA

OPTION AGREEMENT FOR THE POTENTIAL PURCHASE OF AN INTEREST IN THE ZANCUDO PROJECT

BETWEEN:

ZANCUDO GOLD SUCURSAL COLOMBIA,

AND

IAMGOLD SUCURSAL COLOMBIA a Colombian Brach of IAMGOLD Corp., a corporation incorporated under the laws of Canada, having a registered branch in Colombia with on office at Carrera 9A No. 99 - 02, Of. 805 Bogotá, Colombia

ARTICLE 1 DEFINITIONS

ARTICLE 2

REPRESENTATIONS

ARTICLE 3 GRANT OF OPTION

ARTICLE 4 COVENANTS OF THE OPTIONOR

ARTICLE 5 CONVENANTS OF OPTIONEE

ARTICLE 6 FIRST OPTION

ARTICLE 7 SECOND OPTION

ARTICLE 8 JOINT VENTURE

ARTICLE 9 TRANSFERS

ARTICLE 10

RIGHT TO ACCESS MINERAL DISPOSITIONS

ARTICLE 11

OPTIONEE'S RIGHT TO RELEASE PROPERTY

ARTICLE 12 TERMINATION OF OPTION

ARTICLE 13

NET SMELTER ROYALTY

ARTICLE 14

AGREEMENT IS OPTION ONLY

ARTICLE 15

ARBITRATION AND GOVERNING LAW

ARTICLE 16 DISCLOSURE

ARTICLE 17 NOTICES

ARTICLE 18 CONTINGENT EVENTS

ARTICLE 19 GENERAL

SCHEDULE "A" $,$

MINERAL DISPOSITIONS

SCHEDULE "B"

DISCLOSURE SCHEDULE

DISCLOSURE SCHEDULE FOR THE

OPTION AGREEMENT FOR THE POTENTIAL PURCHASE OF AN INTEREST IN THE ZANCUDO PROJECT

BETWEEN

ZANCUDO GOLD SUCURSAL COLOMBIA

IAMGOLD SUCURSAL COLOMBIA

Disclosure Schedule

I. Status of Mineral Dispositions

(a) 5521 (FDHK-01)

(b) 5911 (HGIE-07)

(c) 4985 (HEOM-12)

(d) 5747 (HDWA-02)

II. Environmental Matters

(a) Map

(b) Accord 007 of 2000 (Establishment of the "La Candela" Forest Reserve in the Municipality of Titiribi, Antioquia).

III. Indentures

(a) Unsecured ARI

(b) Secured ARI

SCHEDULE "C"

POWER OF ATTORNEY

PODER IRREVOCABLE

ACEPTADO POR:

SCHEDULE "D"

PLEDGE

OPEN NON-POSSESSORY PLEDGE AGREEMENT OVER THE RIGHT TO EXPLORE AND EXPLOIT AND OVER FUTURE PRODUCTION DERIVING FROM THE EXPLOITATION OF MINING TITLES

CHAPTER I DEFINITIONS

CHAPTER II CONSIDERATIONS

CHAPTER III TERMS AND CONDITIONS OF THE AGREEMENT

FIRST CLAUSE. GRANTING OF THE SECURITY INTEREST.

SECOND CLAUSE. SECURED OBLIGATIONS.

THIRD CLAUSE. REGISTRATION IN THE NATIONAL REGISTRY OF SECURED TRANSACTIONS.

FOURTH CLAUSE. REPRESENTATIONS AND WARRANTIES.

FIFTH CLAUSE. PROTECTION OF THE SECURITY.

SIXTH CLAUSE. OTHER COMMITMENTS.

SEVENTH CLAUSE. EVENTS OF DEFAULT.

NINTH CLAUSE. TERM AND TERMINATION.

TENTH CLAUSE. TERMINATION AND RELEASE BY PLEDGOR

ELEVENTH CLAUSE: ACCESSORY NATURE OF THE AGREEMENT.

ELEVENTH CLAUSE. AMENDMENTS, WAIVERS.

TWELFTH CLAUSE. APPLICABLE LAW.

Denarius Metals Regulatory Filings 2021