AGENCY AGREEMENT

September 9, 2025

Excellon Resources Inc.
3400 One First Canadian Place
100 King Street West
Toronto, Ontario M5X 1A4

Attention: Shawn Howarth, President, Chief Executive Officer and Director

Red Cloud Securities Inc. (“Red Cloud”) and Velocity Trade Capital Ltd. (together with Red Cloud, the “Co-Lead Agents”), as co-lead agents and joint bookrunners, and Haywood Securities Inc., Beacon Securities Limited and Integrity Capital Group Inc. (together with the Co-Lead Agents, the “Agents” and each individually, an “Agent”) understand that Excellon Resources Inc. (the “Company”) proposes to issue and sell by way of private placement up to 55,000,000 common shares in the capital of the Company (the “Offered Shares”) at a price of $0.20 per Offered Share (the “Issue Price”) for aggregate gross proceeds to the Company of up to $11,000,000.

In addition, the Agents have been granted an option (the “Agents’ Option”) exercisable, in whole or in part, up to 48 hours prior to the Closing Date, to sell up to an additional 5,000,000 Offered Shares at the Issue Price for additional aggregate gross proceeds to the Company of up to $1,000,000.

The offering of the Offered Shares, including the Offered Shares issuable pursuant to any exercise of the Agents’ Option, is collectively referred to herein as the “Offering”. Unless the context otherwise requires, all references herein to “Offered Shares” include the Offered Shares which may be issued pursuant to any exercise of the Agents’ Option.

The Offering will be completed on a “best efforts” private placement basis pursuant to exemptions from the prospectus requirements of all Applicable Securities Laws (as defined herein).

Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, the Company hereby appoints the Agents, as the Company’s exclusive agents to offer for sale, on a “best efforts” agency basis, without underwriter liability, the Offered Shares and the Agents agree to use best efforts to arrange for Purchasers (as defined herein) for the Offered Shares in the Selling Jurisdictions (as defined herein). It is understood and agreed by the Company and the Agents that the Agents shall act as agents only and are under no obligation to purchase any of the Offered Shares.

In consideration of the services to be rendered by the Agents in connection with the Offering, the Company shall, at the Closing Time (as defined herein), pay to the Agents the Agents’ Commission (as defined herein) as set out in Section 12 hereof. The obligation of the Company to pay the Agents’ Commission shall arise at the Closing Time and the Agents’ Commission shall be fully earned by the Agents upon the completion of the Offering.

The Offered Shares will be offered by way of a private placement in reliance on the “listed issuer financing exemption” from the prospectus requirements available under Part 5A of NI 45-106 (as defined herein) as amended by the Order (as defined herein) (the “Listed Issuer Financing Exemption”) to Purchasers in each of the provinces of Canada, other than Québec.

For the purposes of relying on the Listed Issuer Financing Exemption, the Company has prepared and filed the Offering Document (as defined herein) in respect of the Offered Shares to be issued pursuant to the

Listed Issuer Financing Exemption which satisfies the requirements of NI 45-106 and the Order and filed the Prescribed News Release (as defined herein) announcing the Offering.

The Agents may offer the Offered Shares, acting through their respective U.S. Affiliate (as defined herein), in the United States (as defined herein) for sale by the Company, solely to (i) Qualified Institutional Buyers (as defined herein) or (ii) U.S. Accredited Investors (as defined herein) in compliance with an available exemption from registration under the U.S. Securities Act (as defined herein) and applicable state securities laws, and in the manner contemplated by this Agreement, including in compliance with Schedule “A” hereto. The Agents may also offer the Offered Shares to investors resident in Selling Jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws and provided that no prospectus, registration statement or similar document is required to be filed in such jurisdictions.

The Company agrees that the Agents will be permitted to appoint, at their sole expense, a selling group consisting of other registered dealers or other dealers duly qualified in their respective jurisdictions, in each case acceptable to the Company, acting reasonably, as their agents to assist with the Offering in the Selling Jurisdictions and that the Agents may determine, and shall be solely responsible for, the remuneration payable by the Agents to such other dealers appointed by them, provided that such remuneration shall not in any way increase the aggregate Agents’ Commission payable by the Company under this Agreement.

This offer is conditional upon and subject to the additional terms and conditions set forth below.

1. Interpretation

1.1 Unless expressly provided otherwise herein, where used in this Agreement or any schedule attached hereto, the following terms have the following meanings, respectively:

“affiliate” has the meaning ascribed thereto in NI 45-106;

“Agents” has the meaning ascribed thereto on the face page of this Agreement;

“Agents’ Commission” has the meaning ascribed thereto in Section 12.1;

“Agents’ Expenses” has the meaning ascribed thereto in Section 10.1;

“Agents’ Option” has the meaning ascribed thereto on the face page of this Agreement;

“Agreement” means the agreement resulting from the acceptance by the Company of the offer made by the Agents hereby and includes all schedules attached hereto, in each case, as the same may be supplemented, amended and/or restated from time to time;

“Applicable Anti-Money Laundering Laws” has the meaning ascribed thereto in Section 5.1.8(g);

“Applicable Securities Laws” means, in respect of any person, collectively, the securities laws, regulations, rulings, rules, orders, prescribed forms and published policy statements issued by a Securities Regulator, including the rules of any stock exchange, in each case, applicable to that person;

“Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario are not open for business;

“Canadian Securities Laws” means, collectively, all applicable securities laws of each of the Selling Jurisdictions within Canada and the respective rules and regulations under such laws together with

applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Canadian Securities Regulators;

"Canadian Securities Regulators" means the applicable Securities Regulator in each of the provinces of Canada;

"Closing" means the closing on the Closing Date of the transaction of purchase and sale in respect of the Offered Shares as contemplated by this Agreement;

"Closing Date" means September 9, 2025, or such other date as the Co-Lead Agents and the Company may agree upon;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Co-Lead Agents and the Company may agree upon;

"Co-Lead Agents" has the meaning ascribed thereto on the face page of this Agreement;

"Common Shares" means the common shares in the capital of the Company;

"Company" has the meaning ascribed thereto on the face page of this Agreement;

"Company Due Diligence Documents" means all written materials relating to the Company and its subsidiaries (including all business, financial, marketing, sales and operational information) provided by the Company or its counsel to the Agents and their counsel in connection with the Offering;

"Debt Instrument" means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money, to which the Company or any of its subsidiaries is a party or by which any of their property or assets are bound and which is material to the Company;

"Engagement Letter" means the engagement letter entered into between Red Cloud and the Company dated August 26, 2025, as amended;

"Environmental Laws" has the meaning ascribed thereto in Section 5.1.7(a);

"Environmental Permit" means any Permit issued or required under any Environmental Law;

"Financial Statements" has the meaning ascribed thereto in Section 5.1.3(a);

"Government Official" has the meaning ascribed thereto in Section 5.1.8(f);

"Governmental Entity" means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) subdivision, agent or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

"Hazardous Substances" has the meaning ascribed thereto in Section 5.1.7(a);

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board;

"including" means including without limitation;

"Indemnified Persons" has the meaning ascribed thereto in Section 9.3;

"Indemnitor" has the meaning ascribed thereto in Section 9.1;

"Investor Questionnaire" means the form of investor questionnaire agreed to by the Company and the Co-Lead Agents, to be completed by the Purchasers in connection with the Listed Issuer Financing Exemption, as applicable, which includes certain information on and the deemed representations of such Purchasers relying on the Listed Issuer Financing Exemption;

"Issue Price" has the meaning ascribed thereto on the face page of this Agreement;

"Listed Issuer Financing Exemption" has the meaning ascribed thereto on the face page of this Agreement;

"material adverse effect" means any change, effect, event or occurrence that is, or would be reasonably expected to be, materially adverse to the condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), business, share capital, operations or results of operations of the Company and the Subsidiaries, on a consolidated basis;

"Material Agreement" means any material contract, commitment, agreement (written or oral), instrument, lease or other document, including a licence or option agreement, to which the Company or any of its subsidiaries is a party or by which any of their property or assets are bound;

"misrepresentation", "material fact", "material change", "associate" and "distribution" have the respective meanings ascribed thereto in the Securities Act (Ontario);

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

"NI 45-102" means National Instrument 45-102 – Resale of Securities;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations;

"OBCA" means the Business Corporations Act (Ontario), as may be amended from time to time;

"OFAC" has the meaning ascribed thereto in Section 5.1.8(h).

"Offered Shares" has the meaning ascribed thereto on the face page of this Agreement;

"Offering" has the meaning ascribed thereto on the face page of this Agreement;

"Offering Document" means the amended and restated offering document dated August 26, 2025 prepared in the English language in connection with Offering and filed on SEDAR+ and posted on the Company's website at www.excellonresources.com;

"Order" means Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption;

"Permit" means any licence, permit, approval, consent, certificate, registration or other authorization of or issued by any Governmental Entity;

"person" includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

"Personnel" has the meaning ascribed thereto in Section 9.1;

"Prescribed News Release" means, collectively, the news releases of the Company dated August 26, 2025 filed in accordance with the requirements of the Listed Issuer Financing Exemption;

"President's List" means the list of certain Purchasers as agreed to between the Company and Red Cloud that may purchase Offered Shares pursuant to the Offering;

"Properties" means, collectively, the Tres Cerros and Mallay Properties and the Company's other mineral properties as described in the Public Record, including "Kilgore" and "Silver City", and all of the mining leases, mining claims, option rights or other legal, beneficial or contractual interests, as applicable, together with any operating licences, permits, assets and other property, relating to such properties;

"Public Record" means all information contained in any press release, material change report (excluding any confidential material change report), financial statements, management's discussion and analysis or other document of the Company which has been publicly filed by, or on behalf of, the Company pursuant to Canadian Securities Laws or otherwise by or on behalf of the Company;

"Purchasers" means the persons who purchase Offered Shares pursuant to the Investor Questionnaires;

"Qualified Institutional Buyer" means a "qualified institutional buyer" as that term is defined in Rule 144A that is also a U.S. Accredited Investor;

"Red Cloud" has the meaning ascribed thereto on the face page of this Agreement;

"Regulation D" means Regulation D promulgated under the U.S. Securities Act;

"Regulation S" means Regulation S promulgated under the U.S. Securities Act;

"Reporting Provinces" means British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador;

"Rule 144A" means Rule 144A adopted by the United States Securities and Exchange Commission under the U.S. Securities Act;

"Sanctioned Country" has the meaning ascribed thereto in Section 5.1.8(h).

"Sanctions" has the meaning ascribed thereto in Section 5.1.8(h).

"Securities Regulator" means, in respect of any jurisdiction, the securities regulator or other securities regulatory authority of that jurisdiction;

"Selling Jurisdictions" means each of the provinces of Canada, other than Quebec, the United States and such other jurisdictions outside of Canada and the United States as the Agents and the Company may agree, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction and that such sales do not give rise to any disclosure obligations or submission to the jurisdiction in such foreign jurisdiction on the part of the Company;

"Subsidiaries" means, collectively, Minera CRC S.A.C., Otis Gold Corp., Excellon Idaho Gold Inc. Lateegra Gold Corp., Saxony Silver Corp., Saxony Silver Exploration – SSE GmbH, Excellon Holding Inc., Prestadora de Servicios Miguel Auza, S.A. de C.V., Excellon New Mining Projects, S.A. de C.V., Excellon Resources Investments (Barbados) Inc., Silver Eagle Mines Inc. and Servicios Mineros San Pedro, S.A. de C.V., being the Company's only direct or indirect subsidiaries, and "Subsidiary" means any one of them;

"subsidiary" has the meaning ascribed thereto in the OBCA;

"Taxes" has the meaning ascribed thereto in Section 5.1.4(g);

"Transaction Documents" means this Agreement and the Investor Questionnaires;

"Tres Cerros and Mallay Properties" means the mineral properties described in the Tres Cerros and Mallay Technical Report and known or referred to in the Public Record as the "Mallay Silver Mine" and the "Tres Cerros Gold/Silver Exploration Property" or similar reference;

"Tres Cerros and Mallay Technical Report" means the technical report titled "NI 43-101 Technical Report on the Tres Cerros Au-Ag Project and Mallay Mine Property, Department of Lima, Peru" with an effective date of June 24, 2025;

"TSXV" means the TSX Venture Exchange;

"U.S. Accredited Investors" has the meaning ascribed to such term in Rule 501(a) of Regulation D;

"U.S. Affiliate" of an Agent means the United States registered broker-dealer affiliate of the Agent;

"U.S. Person" means "U.S. person" as that term is defined in Rule 902 of Regulation S under the U.S. Securities Act;

"U.S. Purchaser" means any Purchaser that is (a) a U.S. Person or in the United States, (b) a person who receives or received an offer to acquire the Offered Shares while in the United States, and (c) a person who was in the United States at the time such person's buy order was made; provided, however, that "U.S. Purchaser" shall not include persons excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(vi) of Regulation S or persons holding accounts excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(i) of Regulation S, solely in their capacities as holders of such accounts;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended; and

"United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

1.2 Division and Headings: The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect

the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.

1.3 Knowledge: In this Agreement, “to the knowledge of the Company” or “to its knowledge” or a similar expression means, unless otherwise expressly stated, a statement as to the actual knowledge of Shawn Howarth, the President and Chief Executive Officer of the Company, and Daniel Hall, the Chief Financial Officer of the Company, about the facts or circumstances to which such phrase is related, after having made reasonable inquiries and investigations in connection with such facts and circumstances.

1.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties hereto irrevocably accept and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

1.5 Currency: Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

Nature of Transaction

2.1 Sale on Exempt Basis. Upon and subject to the terms and conditions set forth herein, the Agents and the Company, as applicable, shall offer for sale and sell the Offered Shares pursuant to the Offering in the Selling Jurisdictions in accordance with the terms of this Agreement, on a private placement basis pursuant to exemptions from the prospectus requirements of Applicable Securities Laws, such that each of the offer and sale of the Offered Shares do not obligate the Company to file a prospectus, a registration statement or other offering document (other than the Offering Document and Prescribed News Release) with any Securities Regulator under Applicable Securities Laws.

2.2 U.S. Sales. The parties to this Agreement acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable laws of any applicable state of the United States. The Company and the Agents agree that the representations, warranties and covenants contained in Schedule “A” hereto entitled “Compliance with United States Securities Laws” are incorporated by reference in and shall form part of this Agreement with respect to the transactions contemplated by this Agreement.

2.3 Filings. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Shares so that the distribution of the Offered Shares may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document (other than the Offering Document and Prescribed News Release) with any Securities Regulator in the Selling Jurisdictions, and the Agents agree to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company.

2.4 Solicitation of Orders. Neither the Company nor the Agents shall: (i) provide or shall have provided to prospective purchasers of the Offered Shares any document or other material that would constitute an offering memorandum or “future-oriented financial information” within the meaning of Applicable Securities Laws (other than the Offering Document and Prescribed News Release); or (ii) engage or shall have engaged in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Shares, including, but not limited to, causing the sale of the Offered Shares

to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Shares whose attendees have been invited by general solicitation or advertising.

2.5 Legends. Subject to compliance with the requirements of Applicable Securities Laws, including, without limitation, the requirements of the Listed Issuer Financing Exemption, and the satisfaction of certain conditions under Applicable Securities Laws, the Offered Shares shall be issued without any restriction on resale in Canada; it being understood that despite reliance upon the Listed Issuer Financing Exemption, if required by the policies of the TSXV, such Offered Shares shall have attached to them, whether through the electronic deposit system of CDS, ownership statements issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, such legend as may be required under the policies of the TSXV.

3. Representations, Warranties and Covenants of the Agents

3.1 Each Agent hereby severally, and neither jointly nor jointly and severally, represents, warrants and covenants to the Company and acknowledges that the Company is relying upon such representations, warranties and covenants in connection with entering into this Agreement, that (and will use its commercially reasonable efforts to cause any members of its selling groups to):

(a) it will (and, as applicable, will cause its U.S. Affiliate to) conduct activities in connection with arranging for the sale and distribution of the Offered Shares in compliance with all Applicable Securities Laws and the provisions of this Agreement;

(b) it has not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Offered Shares in any newspaper, magazine, printed media of general and regular paid circulation, electronic media, or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Offered Shares whose attendees have been invited by any general solicitation or general advertising;

(c) it has not, directly or indirectly, sold or solicited, and will not, directly or indirectly, sell or solicit, offers to purchase the Offered Shares in any country or jurisdiction so as to require registration of the Offered Shares or filing of a prospectus, registration statement or similar document (other than the Offering Document and Prescribed News Release filed under Canadian Securities Laws) with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the Applicable Securities Laws;

(d) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;

(e) it will obtain from each Purchaser a completed Investor Questionnaire (including all certifications, forms and other documentation contemplated thereby) and will use its reasonable efforts to obtain all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws or required by the Company, acting reasonably;

(f) it has not and will not, in connection with the Offering, make any representation or warranty with respect to the Company or the Offered Shares except pursuant to (i) the Investor Questionnaires; or (ii) any disclosure otherwise expressly authorized in writing by the Company; and

(g) it (or its U.S. Affiliate, as applicable) is, and will remain until the completion of the Offering, duly registered pursuant to the provisions of the Applicable Securities Laws and is, and will remain until the completion of the Offering, duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through members of a selling group who are so registered or licensed.

4. Covenants of the Company

4.1 The Company hereby covenants to the Agents and to the Purchasers, and acknowledges that each of them is relying on such covenants in entering into this Agreement or purchasing the Offered Shares, respectively, as follows:

4.1.1 Offering

(a) Due Diligence Process. The Company will, in connection with the Offering, allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents and their representatives may reasonably require to be conducted prior to the Closing Date and will make available its directors, senior management, technical advisors, audit committee and legal counsel to conduct such procedures as are reasonably required and to answer the questions of the Agents in due diligence meetings to be conducted prior to the Closing Date. The Closing of the Offering shall be conditional upon and subject to the Agents and their representatives being satisfied, in their sole discretion, with their due diligence review.

(b) Due Diligence Materials. The Company has made available and provided to the Agents and their representatives, and, on a timely basis, will make available and provide to the Agents and their representatives: all requested corporate and operating records, Material Agreements, technical reports, financial information, budgets and other relevant information necessary in order to complete the due diligence investigation of the business, properties and affairs of the Company and its subsidiaries and the Properties.

(c) Closing Deliveries. The Company will use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in Section 6.1.

(d) Listing of Offered Shares. The Company will use its commercially reasonable efforts to obtain the necessary regulatory consents and approvals for the Offering, including the conditional acceptance of the TSXV for the listing and trading of the Offered Shares on the TSXV.

(e) Issuance of Offered Shares. The Company will ensure that the Offered Shares upon issuance shall be duly and validly issued as fully paid and non-assessable common shares in the capital of the Company and shall have the attributes corresponding to the

description thereof set forth in the Offering Document, this Agreement and the Investor Questionnaires.

(f) Maintain Reporting Issuer Status. For a period of two years following the Closing Date, the Company will use its commercially reasonable efforts to remain a “reporting issuer” under Canadian Securities Laws, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Company and provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a “reporting issuer” so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted).

(g) Stock Exchange Listing. For a period of two years following the Closing Date, the Company will use its commercially reasonable efforts to maintain the listing of the Common Shares for trading on the TSXV or such other recognized stock exchange or quotation system as the Agents may approve, acting reasonably, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Company and provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company graduating to the Toronto Stock Exchange or ceasing to be listed on the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted) so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted).

(h) Post-Closing Filings. The Company will execute and file with the Securities Regulators, all forms, notices and certificates required to be filed by the Company pursuant to Applicable Securities Laws, in the time required by the Applicable Securities Laws, including, for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agents pursuant to the closing conditions set forth in Section 6.1, as are required to be filed by the Company.

(i) Standstill. The Company will not issue any additional equity or quasi-equity securities (including, without limitation, any securities convertible into or exchangeable for equity securities of the Company) for a period of 90 days from the Closing Date without the prior written consent of the Co-Lead Agents, on behalf of the Agents, such consent not to be unreasonably withheld, conditioned or delayed, except in conjunction with: (i) the grant, settlement or exercise of stock options, restricted share units, deferred share units and other similar issuances pursuant to the share incentive plan of the Company and other share compensation arrangements, (ii) outstanding convertible debentures (including the satisfaction of interest payable in respect thereof), warrants or options, (iii) obligations in respect of existing mineral property agreements or

transactions, (iv) the issuance of securities in connection with property or share acquisitions, options or earn-ins in the normal course of business, and (v) the issuance of securities pursuant to shares-for-debt transactions with service providers in respect of outstanding payables.

(j) Lock-Up Agreements. The Company will use commercially reasonable efforts to ensure that each of its directors and officers enter into a lock-up agreement in form and substance satisfactory to the Agents, acting reasonably.

(k) Use of Proceeds. The net proceeds of the Offering will be used for the purposes and in the manner specified in the Offering Document.

4.1.2 Distribution Period

(a) Full Particulars. During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Company will promptly inform the Co-Lead Agents, on behalf of the Agents, in writing of the full particulars of:

(i) any material change (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise), capital or ownership of the Company or the Properties, as the case may be;

(ii) any change in any material fact disclosed in the Public Record; and

(iii) any material fact in respect of the Company or the Properties that had not been previously disclosed to the Agents.

The Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Co-Lead Agents, on behalf of the Agents, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change. The Company shall in good faith discuss with the Agents any change which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this section.

(b) Press Releases. During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Company will promptly provide to the Co-Lead Agents, on behalf of the Agents, drafts of any press releases of the Company relating to the Offering for review by the Agents and their counsel prior to issuance, and will not publish those press releases (unless otherwise required by Applicable Securities Laws) except with the prior approval of the Co-Lead Agents, on behalf of the Agents, which approval will not be unreasonably withheld or delayed. In addition, if required by Applicable Securities Laws, any press release announcing or otherwise referring to the Offering shall comply with the requirements of the U.S. Securities Act and shall include an appropriate notation on each page as follows: "Not for distribution to U.S. news wire services or dissemination in the United States." and a disclaimer to the following effect: "The securities offered have not been registered under the United States Securities Act of 1933, as amended, or any state securities law, and may not be offered or sold in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to

sell or the solicitation of an offer to buy in the United States nor shall there by any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.”

(c) Orders, Rulings, etc. The Company will advise the Co-Lead Agents, on behalf of the Agents, promptly after receiving notice or obtaining knowledge thereof, of:

(i) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Common Shares) that has been issued by any Securities Regulator or of any proceedings that have been instituted, threatened or contemplated, for any such purposes; or

(ii) any request of any Securities Regulator for any information, or the receipt by the Company of any communication from any Securities Regulator or any other competent authority relating to the Company, or which may be relevant to the distribution of the Offered Shares;

and will use its commercially reasonable efforts to prevent the issuance of any order referred to in (i) above or, if any such order is issued, to obtain the withdrawal thereof as promptly as possible.

(d) Notice of Breach. During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Company shall promptly inform the Co-Lead Agents, on behalf of the Agents (and if requested by the Agents, confirm such notification in writing), of the full particulars of any breach or potential breach of:

(i) any of the covenants in Section 4 of this Agreement; or

(ii) any of the representations and warranties in Section 5 of this Agreement.

5. Representations and Warranties of the Company

5.1 The Company hereby represents and warrants to the Agents and to the Purchasers and acknowledges that they are relying on such representations and warranties in entering into this Agreement or purchasing the Offered Shares, respectively, that:

5.1.1 General Matters

(a) Existence and Good Standing. The Company: (i) is existing under the laws of the Province of Ontario and is up-to-date in all material corporate filings and in good standing under the OBCA; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; and (iii) has all requisite corporate power and capacity to issue and sell the Offered Shares, to enter into this Agreement and to carry out its obligations hereunder.

(b) Subsidiaries. The Company does not have any subsidiaries other than the Subsidiaries. Other than (i) a 25% interest in Saxony Silver Corp. held by convertible debenture holders (and indirectly in its wholly-owned subsidiary, Saxony Silver Exploration – SSE GmbH) and (ii) less than 1% interests held by San Pedro Resources S.A. de C.V. in Prestadora De Servicios Miguel Auza, S.A. de C.V. and Servicios Mineros San

Pedro, S.A. de C.V., the Company directly or indirectly holds all of the issued and outstanding shares or other equity interests of each of the Subsidiaries, and all such shares or other equity interests are legally and beneficially owned by the Company, directly or indirectly, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever except as disclosed in the Public Record. All of such outstanding shares or other equity interests of the Subsidiaries have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares or equity interests (or the equivalent legal concept in another jurisdiction) and, other than the Company, no person has any right, agreement or option for the purchase from the Company of any interest in any of such shares or other equity interests or for the issue or allotment of any unissued shares or other equity interests in the capital of the Subsidiaries, or any other security convertible into or exchangeable for any such shares or other equity interests. Each of the Subsidiaries: (i) is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.

(c) Carrying on Business. The Company and each of the Subsidiaries is conducting its business in compliance, in all material respects, with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties and assets or carries on business to enable its business to be carried on as now conducted and proposed to be conducted and its properties and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations, requirements, licences, registrations or qualifications, except, in each case, as would not reasonably be expected to have a material adverse effect.

(d) No Insolvency. The Company and each of the Subsidiaries is not insolvent and is able to meet all of its respective financial liabilities as they become due and no winding-up, liquidation, dissolution or bankruptcy proceedings have been commenced or are being commenced or contemplated by the Company or any Subsidiary, and no merger, consolidation, amalgamation, sale of all or substantially all of the assets or sale of the Company or any Subsidiary have been commenced or are being commenced or contemplated by the Company or any Subsidiary and the Company has no knowledge of any such proceedings or transactions having been commenced or being contemplated in respect of the Company or any Subsidiary by any other party.

(e) Authorized Capital. The authorized capital of the Company consists of an unlimited number of Common Shares, of which, as of the close of business on September 8, 2025, 255,745,354 Common Shares were outstanding as fully paid and non-assessable shares in the capital of the Company.

(f) Convertible Securities and Other Rights. Other than 53,447,722 warrants, 5,762,500 stock options, 1,271,000 restricted share units, 6,587,931 deferred share units and convertible debentures in the aggregate principal amount of $6,498,000 outstanding as of the date hereof, an agreement for the settlement of $546,281.49 of indebtedness in

consideration for the issuance of 2,427,917 Common Shares and pursuant to the Offering, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company.

(g) Voting Control. To the knowledge of the Company, there is no agreement in force or effect which in any manner affects the voting or control of any of the securities of the Company or any Subsidiary.

(h) Freedom to Conduct Business. Except as disclosed in the Public Record, neither the Company nor any Subsidiary is party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits in any material respect the freedom of the Company or any Subsidiary to compete in any line of business, transfer or move any of its assets or operations or which would have a material adverse effect.

(i) No Violation of Constating Documents. Neither the Company nor any Subsidiary is in violation of the provisions of its constating documents or resolutions which are in effect at the date hereof or any statute or any order, rule or regulation of any court or governmental agency or both having jurisdiction over it or any of its operations, which violation or the consequences thereof would, individually or in the aggregate, have a material adverse effect.

(j) No Breach or Default. Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any other person, is in default in the observance or performance of any term, covenant or obligation to be performed by the Company or any Subsidiary or such other person, as applicable, under any Debt Instrument or Material Agreement to which the Company or any Subsidiary is a party or otherwise bound, and all such Debt Instruments and Material Agreements are in good standing, and no event has occurred which with notice or lapse of time or both would constitute such a default thereunder by the Company, any Subsidiary or, to the knowledge of the Company, any other party except where such event or default would not reasonably be expected to result in a material adverse effect.

(k) Interest of Insiders. Except as disclosed in the Public Record, none of the directors or officers of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons, has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Company and the Subsidiaries, on a consolidated basis.

(l) Purchases and Sales. Since December 31, 2024, other than as disclosed in the Public Record, neither the Company nor any Subsidiary has approved, is contemplating or has entered into any agreement in respect of, or has any knowledge of:

(i) the purchase of any material property or assets or any interest therein, or the sale, transfer or disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Company or any Subsidiary whether by asset sale, transfer of shares or otherwise;

(ii) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company or any Subsidiary or otherwise) of the Company; or

(iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Company.

(m) Leased Premises. With respect to the premises which the Company and/or the Subsidiaries occupy as a tenant, the Company and/or each applicable Subsidiary occupies such leased premises and has the exclusive right to occupy and use such leased premises, subject to the terms of the respective leases, and any lease pursuant to which the Company or any Subsidiary occupy such leased premises is in good standing in all material respects and in full force and effect.

(n) Insurance. Each of the Company and the Subsidiaries is, or will be prior to commencement of drilling, insured against such losses and risks and in such amount as are customary in the business in which it is engaged. All policies of insurance insuring the Company, the Subsidiaries or any of their respective businesses, assets, employees, officers and directors are in full force and effect, and the Company and the Subsidiaries are in compliance with the terms of such policies in all material respects. There are no material claims by the Company or any Subsidiary under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause.

5.1.2 Offering

(a) Corporate Actions. Each of the execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder and the transactions contemplated hereby, including the issuance of the Offered Shares, has been duly authorized by all necessary corporate action of the Company and this Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario).

(b) Necessary Consents and Approvals. The Company has made or obtained all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement, the issuance, sale and delivery, as applicable, of the Offered Shares, and the consummation of the transactions contemplated hereby, other than customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws.

(c) Absence of Breach. The execution and delivery of this Agreement by the Company, the fulfilment of the terms hereof by the Company and the issuance, sale and delivery of the Offered Shares do not and will not result in a breach of or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time

or both, will result in a breach of or constitute a default under, and do not and will not conflict with the constating documents of the Company, any resolutions of the shareholders or directors of the Company which are in effect at the date hereof, the terms of any Debt Instrument or Material Agreement, or any judgment, decree or order binding on the Company, or any statute, rule or regulation applicable to the Company.

(d) Validly Issued Offered Shares. All necessary corporate action has been taken by the Company so as to validly authorize, issue and sell the Offered Shares, and when issued and delivered by the Company, against payment of the consideration therefor, such Offered Shares will be validly issued as fully paid and non-assessable shares in the capital of the Company.

(e) Transfer Agent. TSX Trust Company, at its principal office in Toronto, Ontario, has been appointed as the registrar and transfer agent for the Common Shares.

(f) Description of Offered Shares. The attributes of the Offered Shares conform in all material respects with the description thereof in the Investor Questionnaires, the Offering Document and this Agreement.

(g) Entitlement to Proceeds. Upon Closing of the Offering in accordance with the terms of this Agreement, other than the Company and the Subsidiaries or as otherwise contemplated herein, there is no person that is or will be entitled to demand the proceeds of the Offering.

(h) Fees and Commissions. Other than the Agents (or any members of their selling group) pursuant to this Agreement, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering.

5.1.3 Financial Matters

(a) Financial Statements. The audited consolidated financial statements of the Company for the years ended December 31, 2024 and 2023 and the unaudited interim condensed consolidated financial statements of the Company for the three and six months ended June 30, 2025 and 2024 (together, the “Financial Statements”) have been prepared in accordance with IFRS consistently applied throughout the periods referred to therein, contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Company, on a consolidated basis, as at such dates and the results of operations of the Company, on a consolidated basis, for the periods then ended and there has been no material change in accounting policies or practices of the Company since December 31, 2024, other than as disclosed in the Financial Statements.

(b) Off-Balance Sheet Amounts. There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations), liabilities or other relationships of the Company or the Subsidiaries with unconsolidated entities or other persons which are required to be disclosed and are not disclosed or reflected in the Financial Statements.

(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries, on a consolidated basis;

(ii) there has not been any material change in the capital stock or long-term debt of the Company and the Subsidiaries, on a consolidated basis; and

(iii) the Company and the Subsidiaries have carried on their respective businesses in the ordinary course in all material respects.

(d) Internal Controls. The Company and the Subsidiaries maintain processes that ensure that any officers of the Company that make representations in certificates that are included in the Public Record pursuant to National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators are provided with sufficient knowledge to support the representations in such certificates.

(e) Indebtedness. Except as disclosed in the Public Record, neither the Company nor any Subsidiary is party to any material Debt Instrument or has any material loans or other material indebtedness outstanding with any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with the Company or the Subsidiary.

(f) Dividends. Except as disclosed in the Public Record, there is not, in the constating documents of the Company or any Subsidiary or in any Debt Instrument, Material Agreement or other instrument or document to which the Company or any Subsidiary is a party, any restriction upon or impediment to the declaration of dividends by the directors of the Company or the payment of dividends by the Company to the holders of Common Shares or by any Subsidiary to its parent.

(g) Auditors. The Company’s auditors who audited the consolidated financial statements of the Company for the years ended December 31, 2024 and 2023 and who provided their audit reports thereon are independent public accountants as required under Canadian Securities Laws.

5.1.4 Compliance with Securities Laws, Exchange Rules and Corporate and Taxation Laws

(a) Reporting Issuer. The Company is a “reporting issuer”, or the equivalent thereof, in the Reporting Provinces and is not included on a list of defaulting reporting issuers maintained by any of the Securities Regulators of such provinces. The Company is not currently in material default of any requirement of the Canadian Securities Laws in the Reporting Provinces and in particular, without limiting the foregoing, the Company has at all times complied, in all material respects, with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Company or the Subsidiaries which has occurred and with respect to which the requisite news release has not been

disseminated or material change report, as applicable, has not been filed with the Securities Regulators in the Reporting Provinces.

(b) No Suspension. The Company is not subject to any order cease trading or prohibiting the sale of the Offered Shares and no other order has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated or threatened by any regulatory authority.

(c) TSXV Listing. The currently issued and outstanding Common Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in any securities of the Company or prohibiting the trading of the Company’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the Company, threatened.

(d) Absence of Reportable Event. There has never been a “reportable event” (within the meaning of NI 51-102) between the Company and the present auditors of the Company or, to the knowledge of the Company, the former auditors of the Company and the present auditors of the Company have not provided any material comments or recommendations to the Company regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Company.

(e) Prior Transactions. Except as would not reasonably be expected to have a material adverse effect, all previous corporate transactions completed by the Company and any of the Subsidiaries, including the acquisition of the securities, business or assets of any other person, the acquisition of options to acquire the securities, business or assets of any other person, and the issuance of securities, were completed in compliance with all applicable corporate and securities laws and all related transaction agreements and all necessary corporate, regulatory and third party approvals, consents, authorizations, registrations and filings required in connection therewith were obtained or made, as applicable, and complied with. The Company’s due diligence review at the time of such previous corporate transactions being completed, including financial, legal and title due diligence and background reviews, as may have been determined appropriate by management of the Company, did not result in the discovery of any fact or circumstance which may reasonably be expected to have a material adverse effect.

(f) Filing of Confidential Material Change Report. The Company has not filed any confidential material change report or similar confidential report with any Canadian Securities Regulators that is still maintained on a confidential basis as at the date thereof.

(g) Taxes. All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Company and the Subsidiaries have been paid except those being contested in good faith or where the failure to pay such Taxes would not constitute an adverse material fact of the Company and the Subsidiaries, on a consolidated basis, or result in an adverse material change to the Company and the Subsidiaries, on a consolidated basis. All tax returns,

declarations, remittances and filings required to be filed by the Company and the Subsidiaries and that are due have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings were complete and materially accurate and no material fact or facts omitted therefrom which would make any of them misleading as at the respective dates thereof in each case except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Company and the Subsidiaries, on a consolidated basis, or result in an adverse material change to the Company and the Subsidiaries, on a consolidated basis. To the knowledge of the Company, no examination by any governmental authority of any tax return of the Company or any Subsidiary is currently in progress except in the ordinary course and there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Company or any Subsidiary, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Company and the Subsidiaries, on a consolidated basis, or result in an adverse material change to the Company and the Subsidiaries, on a consolidated basis.

5.1.5 Public Disclosure and Company Due Diligence Documents

(a) Accuracy of Public Record and Company Due Diligence Documents. All information (including the Public Record and the Company Due Diligence Documents) which has been prepared by the Company relating to the Company and the Subsidiaries and their respective businesses, assets and liabilities and either publicly disclosed or provided to the Agents, including all financial, marketing and operational information provided to the Agents, are, as of the date of such information, true and correct in all material respects, do not contain a misrepresentation and no material fact or facts have been omitted therefrom that would make such information materially misleading and, to the knowledge of the Company, there are no circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous secondary market liability disclosure provisions under Canadian Securities Laws.

(b) Forward-Looking Information. With respect to forward-looking information contained in the Public Record:

(i) the Company had a reasonable basis for the forward-looking information at the time the disclosure was made, subject to any qualifications contained therein;

(ii) all material forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward-looking information (including by incorporation by reference), and states the material factors or assumptions used to develop forward-looking information; and

(iii) the Company has updated such forward-looking information to the extent required by and in compliance, in all material respects, with Applicable Securities Laws.

(c) Minute Books. The minute books and records of the Company and the Subsidiaries which the Company has made available to the Agents and their counsel, Cassels Brock

& Blackwell LLP, in connection with their due diligence investigation of the Company contain copies of all constating documents and all material proceedings of securityholders and directors (and committees thereof) (or drafts pending the approval thereof) for the past two years and, in respect of such period, are complete in all material respects.

(d) Technical Disclosure. The Company is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports in respect of its properties required thereby. The Tres Cerros and Mallay Technical Report and the technical reports titled (i) "Independent Technical Report and Preliminary Economic Assessment, Kilgore Project, Clark County, Idaho, USA" with an effective date of July 30, 2019, and (ii) "Excellon Resources Inc. and Saxony Silver Corp. - Silver City Project, Saxony, Germany, NI 43-101 Technical Report" with an effective date of March 31, 2022, remain current as at the date hereof within the meaning of NI 43-101 and, at the time of filing thereof, complied in all material respects with the requirements of NI 43-101 and there is no new scientific or technical information concerning the properties that are the subject of such technical reports since the respective date thereof that would require a new technical report in respect of any such properties to be issued under NI 43-101. The Company made available to the respective authors of such technical reports, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by the authors and none of such information contained any misrepresentation at the time such information was provided. The information set forth in the Public Record relating to scientific and technical information has been prepared, in all material respects, in accordance with NI 43-101 and in material compliance with the other Canadian Securities Laws.

5.1.6 Mineral Tenure

(a) Properties and Assets. Except as disclosed in the Public Record, the Company and the Subsidiaries are the legal and beneficial owners of, and have title to, all of the properties or assets thereof as described in the Public Record, including the Properties, and, except as disclosed in the Public Record or as would not have a material adverse effect, such properties and assets are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and no other property rights (including surface or access rights) are necessary for the conduct of the business of the Company and the Subsidiaries as currently conducted. Any and all contracts pursuant to which the Company and/or the Subsidiaries hold material assets or are entitled to the use of or to acquire ownership of material assets (whether directly or indirectly) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there is currently no material default of any of the provisions of any such agreements nor has any such material default been alleged, and, to the knowledge of the Company, there are no disputes or claims or basis for any claim that might or could adversely affect the right of the Company and/or the Subsidiaries to use, transfer, access or otherwise exploit the property rights of the Properties; and, except as disclosed in the Public Record, neither the Company nor any Subsidiary has any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof. The title opinion of Santiváñez Abogados, Peruvian counsel to the Company, in satisfaction of the closing condition in Section 6.1(g) will address all of the material concessions and claims in respect of the Tres Cerros and Mallay Properties.

(b) Material Property and Mining Rights. The Company and the Subsidiaries hold freehold title, mineral or mining leases, concessions or claims or other conventional property, proprietary or contractual interests or rights, including surface and access rights, recognized in the jurisdiction in which the Properties are located in respect of the ore bodies and specified minerals located in the Properties under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Subsidiaries to access the Properties and explore and exploit the minerals relating thereto, except where the failure to have such rights or interests would not have a material adverse effect, and all such properties, leases, concessions or claims in which the Company and the Subsidiaries have any interests or rights have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing.

(c) No Indigenous Claims. There are no material claims or actions with respect to indigenous rights currently outstanding, or, to the knowledge of the Company, threatened or pending, with respect to the Properties. Other than as disclosed in the Public Record, no land entitlement claims have been asserted and no legal actions relating to indigenous issues have been instituted with respect to the Properties, and no dispute in respect of the Properties with any local or indigenous group exists or, to the knowledge of the Company, is threatened or imminent.

(d) Community Relationships, Artisanal Miners. Except as disclosed in the Public Record, the Company and the Subsidiaries currently maintain and reasonably expect to continue to maintain good relationships with the communities and persons affected by or located on the Properties, in all material respects, and there are no complaints, issues, proceedings or discussions which are ongoing or anticipated which could have the effect of interfering with, delaying or impairing the ability to explore, develop, exploit or otherwise operate the Properties, and the Company does not anticipate any issues or liabilities to arise on the Properties in respect of any artisanal mining activity that has adversely affected, or would adversely affect, the Company or the Subsidiaries' ability to explore, develop, exploit or otherwise operate the Properties.

(e) Government Relationships. The Company and the Subsidiaries currently maintain and reasonably expect to continue to maintain a good relationship with all Governmental Entities in the jurisdictions in which the Properties are located or in which such parties otherwise carry on their business or operations. All such government relationships are intact and mutually cooperative and, to the knowledge of the Company, there exists no condition or state of fact or circumstances in respect thereof, that would prevent the Company or the Subsidiaries from conducting their business and all activities in connection with the Properties proposed to be conducted by the Company or the Subsidiaries, and there exists no actual or, to the knowledge of the Company, threatened termination, limitation or other adverse modification in any such relationships with such Governmental Entities.

(f) No Expropriation or Claim. Neither the Properties nor any mining right related to the Properties has been taken, revoked, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given, commenced or, to the knowledge of the Company, threatened or is pending, nor, to the knowledge of the Company, does there exist such intent or proposal to give any such notice or commence any such proceeding.

(g) No Asset Impairment. To the knowledge of the Company, the Company has not found any material asset impairment and does not anticipate making any material write downs in respect of the Properties, or any parts thereof.

5.1.7 Permitting and Environmental Matters

(a) Environmental Laws. The Company and the Subsidiaries are in compliance in all material respects with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the "Environmental Laws"), relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance ("Hazardous Substances").

(b) Permits and Authorizations. The Company and the Subsidiaries have obtained or are in the process of obtaining all material Permits, including material Environmental Permits, necessary for the operation of the businesses carried on or proposed to be commenced by the Company and the Subsidiaries. To the knowledge of the Company, no approval, consent or authorization of any indigenous or local group is necessary for the operation of the businesses carried on or proposed to be commenced by the Company and the Subsidiaries.

(c) Hazardous Substances. Neither the Company nor any Subsidiary has used, except in compliance in all material respects with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. To the knowledge of the Company, the Company and the Subsidiaries are in compliance in all material respects with applicable Environmental Laws and Environmental Permits, including in respect of Hazardous Substances present on or used in connection with the Properties.

(d) Breach of Environmental Laws. Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any predecessor companies, have received any notice of, or been prosecuted for an offence alleging, material non-compliance with any Environmental Law, and neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any predecessor companies, have settled any allegation of material non-compliance short of prosecution. The Company has not received notice of any orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to the Properties or any of the assets of the Company or the Subsidiaries.

(e) Remediation Obligations. Except as ordinarily or customarily required by applicable Permits, neither the Company nor any Subsidiary has received any notice wherein it is alleged or stated that it is potentially responsible in a material amount for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws.

(f) Environmental Audits. To the knowledge of the Company, there are no environmental audits, evaluations, assessments, studies or tests relating to the

Company or the Subsidiaries except for ongoing assessments conducted by or on behalf of the Company in the ordinary course.

5.1.8 Litigation, Compliance, Anti-Corruption/Anti-Money Laundering

(a) Actions, Proceedings and Investigations (Company). Except as disclosed in the Public Record, there are no actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company or any Subsidiary) commenced or, to the knowledge of the Company, threatened or pending against or affecting the Company or any Subsidiary or to which their respective assets are subject at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity and the Company and the Subsidiaries are not subject to any judgments, orders, writs, injunctions, decrees, awards, rules, policies or regulations of any Governmental Entity, in each case which either separately or in the aggregate would have a material adverse effect.

(b) Actions, Proceedings and Investigations (Properties). Except as disclosed in the Public Record, there are no actions, proceedings or investigations commenced or, to the knowledge of the Company, threatened or pending against or affecting the Properties or the mining rights related to the Properties (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity and the Company and the Subsidiaries are not subject to any judgments, orders, writs, injunctions, decrees, awards, rules, policies or regulations of any Governmental Entity, in each case which either separately or in the aggregate would have a material adverse effect on the Properties or the mining rights related to the Properties.

(c) Notice of Restrictions on Business. Neither the Company nor any Subsidiary has received notice from any Governmental Entity or regulatory authority of any jurisdiction in which it carries on a material part of its business, or owns or leases any material property, of any restriction on its ability to or of a requirement for it to qualify to, nor is it otherwise aware of any restriction on its ability to or of a requirement for it to qualify to, conduct its business as currently conducted or as currently contemplated to be conducted in the future in such jurisdiction, including the operation of the Properties, except as would not result in a material adverse effect.

(d) Judgments, etc. There are no judgments against the Company or any Subsidiary that are unsatisfied, nor are there any consent decrees or injunctions to which the Company or any Subsidiary is subject.

(e) Change in Legislation. To the knowledge of the Company, there is no legislation, regulation or change in government position published and publicly disseminated by a legislative body or Governmental Entity, which it anticipates will have a material adverse effect.

(f) Anti-Corruption. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent thereof has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including but not limited to the Foreign Corrupt Practices Act of 1977 (United States) and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay or authorized the payment of any money, or offered, given, promised to give or authorized the giving of anything of

value, that goes beyond what is reasonable and customary and/or of modest value: (A) to any representative of a Governmental Entity (“Government Official”), whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity, inducing a Government Official to do or omit to do any act in violation of his or her lawful duties, securing any improper advantage, inducing a Government Official to influence or affect any act or decision of any Governmental Entity, or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (B) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (x) conducted or initiated any review, audit or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent thereof violated such laws or committed any material wrongdoing, or (y) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request or citation from any person alleging non-compliance with any such laws.

(g) Anti-Money Laundering. The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any applicable Governmental Entity (collectively, “Applicable Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental Entity involving the Company or any Subsidiary with respect to Applicable Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(h) Sanctions. None of the Company, any Subsidiary or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is a person that is, or is owned or controlled by a person that is, currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, Governmental Entity or other regulatory authority, or other relevant sanctions authority (collectively, the “Sanctions”), nor is the Company or any Subsidiary located, organized or resident in a country or territory that is the subject or the target of Sanctions (a “Sanctioned Country”); and the Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person: (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions; or (iii) in any other manner that will result

in a violation by any person (including any person participating in the transaction, whether as an agent, advisor, investor or otherwise) of Sanctions. The Company and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country in violation of Sanctions.

5.1.9 Employment Matters

(a) Employee Plans. Other than as disclosed in the Public Record, there are no material plans related to retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee or consultant of the Company.

(b) Accruals. There are no accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments that are required to be reflected in the books and records of the Company or the Subsidiaries and which have not been reflected in such books and records.

(c) Labour Disputes. There is not currently any labour disruption with respect to the employees of the Company or the Subsidiaries which has materially adversely affected, is materially adversely affecting or could materially adversely affect the carrying on of the business of the Company or the Subsidiaries, and, to the knowledge of the Company, no such labour disruption is threatened or pending.

(d) Compliance with Labour and Health and Safety Laws. The Company and the Subsidiaries are in compliance in all material respects with all applicable laws and regulations respecting employment and employment practices, workers' compensation, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and there are no pending claims or outstanding orders against any of them under applicable workers' compensation legislation, occupational health and safety or similar legislation nor has any event occurred which may give rise to any such material claim.

5.1.10 Listed Issuer Financing Exemption Matters

(a) Listed Issuer Financing Exemption. During the 12 months immediately prior to the date of the Prescribed News Release, the Company has not raised any capital using the Listed Issuer Financing Exemption and is not otherwise raising funds under the Listed Issuer Financing Exemption other than under the Offering.

(b) Offering Document. All information and statements contained in the Offering Document are true and correct, in all material respects. The Offering Document, together with any document filed under securities legislation in a jurisdiction of Canada on or after August 26, 2024, contains disclosure of all material facts relating to the securities being distributed under the Offering and does not contain a

misrepresentation. The Offering Document complies in all material respects with the requirements of Applicable Securities Laws.

(c) Reporting Issuer. The Company is and has been a reporting issuer in at least one jurisdiction of Canada for the 12 months immediately before the date of the Prescribed News Release.

(d) Principal Asset Not Cash. The Company is not, and, during the 12 months immediately before the date of the Prescribed News Release, the Company or any person with whom the Company completed a restructuring transaction was not, either (i) an issuer whose operations have ceased or (ii) an issuer whose principal asset is cash, cash equivalents or its exchange listing.

(e) Continuous Disclosure. The Company has filed all periodic and timely disclosure documents that it is required to have filed under each of the following: (i) applicable securities legislation in the Reporting Provinces; (ii) an order issued by the regulator or securities regulatory authority; and (iii) an undertaking to the regulator or securities regulatory authority.

(f) Transactions. The Company does not plan to use the proceeds from the Offering towards: (i) an acquisition that is a significant acquisition under Part 8 of NI 51-102; (ii) a restructuring transaction as such term is defined in NI 51-102; or (iii) any other transaction for which the Company seeks approval of any security holder.

(g) Maximum Proceeds Not Exceeded. The total dollar amount of the Offering, combined with the dollar amount of all other prior distributions made by the Company under the Listed Issuer Financing Exemption during the 12 months immediately preceding the date of the Prescribed News Release, will not, exceed the greater of the following: (i) $25,000,000; and (ii) 20% of the aggregate market value of the Company's listed securities on the date of the Prescribed News Release, calculated in accordance with NI 45-106, to a maximum of $50,000,000.

(h) 50% Threshold. The Offering will not result in an increase of more than 50% of the Company's outstanding listed equity securities as of the date of the Prescribed News Release.

(i) Sufficient Funds. The Company reasonably expects that, on completion of the Offering, the Company will have sufficient available funds to meet its business objectives and liquidity requirements for a period of 12 months following the completion of the Offering.

6. Conditions to Closing

6.1 The following are conditions to the completion of the Agents' obligations as contemplated in this Agreement, which conditions shall have been fulfilled by the Company at or prior to the Closing Time, other than as may be waived in writing in whole or in part by the Co-Lead Agents, on behalf of the Agents:

(a) The board of directors of the Company will have authorized and approved the Transaction Documents and the Offering and all matters relating to the foregoing.

(b) The Agents shall have received a certificate dated the Closing Date, signed by appropriate officers of the Company, addressed to the Agents, with respect to: (i) the constating documents of the Company, (ii) all resolutions of the Company’s board of directors relating to the Offering and the Transaction Documents and the transactions contemplated hereby and thereby, and (iii) the incumbency and specimen signatures of signing officers of the Company, in the form of a certificate of incumbency.

(c) The Agents shall have received a certificate dated the Closing Date, signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company or such other directors or senior officers of the Company as may be acceptable to the Agents, and in form and content satisfactory to the Co-Lead Agents, on behalf of the Agents, acting reasonably, addressed to the Agents, certifying that:

(i) all information and statements contained in the Offering Document are true and correct in all material respects at the Closing Time;

(ii) no order, ruling or determination having the effect of suspending the sale of the Offered Shares or any securities of the Company (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;

(iii) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the Closing Time, with the same force and effect as if made by the Company as at the Closing Time (except where a representation and warranty is made as of a specified date, in which case it shall be true and correct in all material respects as of such date) after giving effect to the transactions contemplated hereby; and

(iv) the Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied prior to the Closing Time, other than conditions which have been waived by the Agents.

(d) The Agents shall have received a favourable legal opinion addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents’ counsel, acting reasonably, dated the Closing Date and subject to customary assumptions, limitations and qualifications, from Bennett Jones LLP, counsel to the Company, and where appropriate, from local counsel in the other applicable jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:

(i) as to the existence of the Company under the laws of the Province of Ontario, and as to the Company having the requisite corporate power and capacity under the laws of the Province of Ontario to carry on its business as presently carried on and to own, lease and operate its properties and assets;

(ii) as to the authorized and issued share capital of the Company;

(iii) as to the corporate power and capacity of the Company to carry out its obligations under this Agreement;

(iv) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;

(v) this Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding obligation of the Company enforceable against it by the other parties thereto in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other customary assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution may be limited by applicable law;

(vi) the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any term or provision of the constating documents of the Company or the OBCA;

(vii) the Offered Shares have been duly and validly issued as fully paid and non-assessable common shares in the capital of the Company;

(viii) the offering, issuance and sale by the Company of the Offered Shares in accordance with the terms of this Agreement are exempt from the prospectus requirements of Canadian Securities Laws in the Selling Jurisdictions and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained by the Company under the Canadian Securities Laws (other than the Offering Document and the Prescribed News Release, which have been filed) to permit such issuance and sale, as applicable; it being noted, however, that the Company is required to file or cause to be filed with the applicable securities regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within ten days of the Closing Date; and

(ix) no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Company under Canadian Securities Laws in connection with the first trade of the Offered Shares by the holders thereof provided that:

(A) the Company is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding such trade;

(B) the trade is not a "control distribution" (as such term is defined in NI 45-102);

(C) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of such trade;

(D) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and

(E) if the selling security holder is an “insider” or “officer” of the Company (as such terms are defined under Canadian Securities Laws in the applicable Canadian Selling Jurisdictions), the selling security holder has no reasonable grounds to believe that the Company is in default of “securities legislation” (as such term is defined in National Instrument 14-101 – Definitions).

(e) The Agents shall have received a favourable legal opinion addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents’ counsel, acting reasonably, dated the Closing Date and subject to customary assumptions, limitations and qualifications, from counsel to the Company, with respect to the following matters related to Minera CRC S.A.C.:

(i) the existence of the Subsidiary under the laws of its jurisdiction of incorporation;

(ii) as to the authorized share capital of the Subsidiary and the holders of the issued and outstanding shares of such entity; and

(iii) that the Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own, lease and operate its properties and assets.

(f) If any Offered Shares are offered and sold to U.S. Purchasers pursuant to Schedule “A” hereto, the Agents shall have received a favourable legal opinion addressed to the Agents, in form and substance satisfactory to the Agents’ counsel, acting reasonably, dated the Closing Date and subject to customary assumptions, limitations and qualifications, from Dorsey & Whitney LLP, special United States counsel to the Company, to the effect that no registration of the Offered Shares offered and sold to Purchasers in the United States will be required under the U.S. Securities Act in connection with such offer, sale and issuance, as applicable, provided that the offer and sale of the Offered Shares to U.S. Purchasers in the United States is made in accordance with Schedule “A” hereto, it being understood that no opinion will be expressed as to any subsequent resale of any of such securities.

(g) The Agents shall have received a favourable legal opinion addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents’ counsel, acting reasonably, dated the Closing Date, from Santiváñez Abogados, Peruvian counsel to the Company, with respect to title to the Tres Cerros and Mallay Properties, including in respect of those matters that are usual and customary for transactions of this nature and subject to the usual and customary assumptions, limitations and qualifications.

(h) The Company will have caused its registrar and transfer agent to deliver a certificate as to its appointment and the issued and outstanding Common Shares as at the close of business on the Business Day prior to the Closing Date.

(i) The Offering and the listing of the Offered Shares will have been conditionally accepted by the TSXV, and the Agents shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities required to be obtained by the Company in order to complete the Offering have been made or obtained.

(j) The Agents shall have received a certificate of status, certificate of good standing or similar certificate with respect to the jurisdiction in which the Company and Minera CRC S.A.C. are incorporated.

(k) The Agents shall have received from each of the directors and executive officers of the Company executed lock-up agreements contemplated pursuant to Section 4.1.1(j).

7. Closing

7.1 The Offering will be completed electronically or at the offices of the Company’s counsel in the City of Toronto, Ontario at the Closing Time or such other place, date or time as may be mutually agreed to by the Company and the Co-Lead Agents, on behalf of the Agents; provided that if the Company has not been able to comply in any material respect with any of the covenants or conditions set out herein required to be complied with by the Closing Time or such other date and time as may be mutually agreed to by the Company and the Co-Lead Agents, on behalf of the Agents, or such covenant or condition has not been waived by the Co-Lead Agents, on behalf of the Agents, the respective obligations of the parties will terminate without further liability or obligation except for payment of expenses, indemnity and contribution provided for in this Agreement.

7.2 At or prior to the Closing Time, the Agents shall have delivered to the Company:

(a) completed Investor Questionnaires (including all certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Company;

(b) payment of the gross proceeds of the Offering (other than the proceeds from the Offered Shares purchased by Purchasers settling directly with the Company) less the Agents’ Commission and Agents’ Expenses by wire transfer to the Company; and

7.3 At or prior to the Closing Time, the Company shall have delivered to the Agents:

(a) the Offered Shares (other than the Offered Shares purchased by Purchasers settling directly with the Company), whether by way of electronic deposit or delivery of certificates or direct registration statement advices, as directed by the Agents;

(b) the requisite legal opinions, certificates and other deliverables as contemplated in Section 6 of this Agreement; and

8. Rights of Termination

8.1 The Agents (or any one of them) shall be entitled to terminate and cancel their obligations hereunder by written notice to that effect given to the Company and the other Agents at or before the Closing Time if, at any time prior to the Closing Time:

(a) Material Change Out. There shall be any material change or change in a material fact, or there should be discovered any previously undisclosed material fact required to be disclosed which, in the reasonable opinion of the Agents (or any one of them), has or would be expected to have a significant adverse effect on the market price or value of the Offered Shares or any other securities of the Company;

(b) Disaster Out. There should develop, occur or come into effect or existence any event, action, state, condition (including, without limitation, terrorism, disease, virus, plague or accident) or major financial occurrence of national or international consequence or a new or change in any law or regulation which in the opinion of the Agents (or any one of them), acting reasonably, seriously adversely affects or involves or may seriously adversely affect or involve the financial markets or the business, operations or affairs of the Company and its subsidiaries taken as a whole or the market price or value of the securities of the Company;

(c) Regulatory Out. Any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Company or any one of the officers or directors of the Company where wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, including, without limitation, the TSXV or securities commission, involving the Company (other than any such inquiry, action, suit, proceeding or investigation or order relating solely to any Agent) that, in the opinion of the Agents (or any one of them), acting reasonably, has a significant adverse effect on the market price or value of the Offered Shares or any other securities of the Company or operates to prevent or restrict the trading of the Offered Shares or any other securities of the Company, or any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Offered Shares or any other securities of the Company is made or threatened by a securities regulatory authority, and the same has not been rescinded, revoked or withdrawn;

(d) Breach Out. The Company is in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by the Company in this Agreement becomes or is false in any material respect;

(e) Due Diligence Out. The Agents (or any one of them) are not satisfied, at their sole discretion, acting reasonably, with the results of their due diligence investigations; or

(f) Market Out. The state of the financial markets in Canada or elsewhere where it is planned to market the Offered Shares is such that, in the reasonable opinion of the Agents (or any one of them), the Offered Shares cannot be marketed profitably.

8.2 The rights of termination contained in this Section 8 may be exercised by any of the Agents and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by any Agent, there shall be no further liability on the part of such Agent to the Company or on the part of the Company to such Agent except in respect of any liability which may have arisen or may arise after such termination in respect of Section 9 (Indemnity) and Section 10 (Expenses) of this Agreement. A notice of termination given by one Agent pursuant to Section 8.1 shall not be binding upon the other Agents.

9. Indemnity

9.1 The Company (the “Indemnitor”) hereby agrees to indemnify and hold each of the Agents and each of their directors, officers, employees, shareholders and agents (hereinafter referred to as the “Personnel”), to the full extent lawful, harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Agents, to which the Agents and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agents and their Personnel hereunder or otherwise in connection with the matters referred to in this Agreement provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(a) the Agents and/or their Personnel have been grossly negligent, engaged in wilful misconduct or have committed fraud in the course of such performance or have materially breached this Agreement; and

(b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were caused by or resulted from the gross negligence, wilful misconduct, fraud or breach referred to in (a).

9.2 If for any reason (other than the occurrence of any of the events itemized in (a) and (b) above), the foregoing indemnification is unavailable to the Agents or insufficient to hold the Agents or any Personnel harmless, then the Indemnitor shall contribute to the amount paid or payable by the Agents or any Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agents or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agents or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall, in any event, contribute to the amount paid or payable by the Agents or any Personnel as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Agents hereunder pursuant to this Agreement.

9.3 The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Agents by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or the Agents and any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agents, the Agents shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agents for time spent by their Personnel in connection therewith) and out-of-pocket expenses incurred at reasonable rates by their Personnel in connection therewith shall be paid by the Indemnitor as they occur, provided that in no circumstances will the Indemnitor be required to pay the fees and expenses of more than one legal counsel for all of the Agents and the Personnel (collectively the “Indemnified Persons”), unless:

(a) the Indemnitor and the Agents have mutually agreed to the retention of more than one legal counsel for the Indemnified Persons; or

(b) the Indemnified Persons have or any of them has been advised in writing by legal counsel that representation of all of the Indemnified Persons by the same legal counsel would be inappropriate due to actual or potential differing interests between them.

9.4 Promptly after receipt of notice of the commencement of any legal proceeding against the Agents or any of their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agents will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed, provided that the omission by the Agents to so notify the Indemnitor shall not relieve the Indemnitor of its obligation to indemnify the Agents or any other Indemnified Persons unless and only to the extent that any such delay in or failure to give notice as herein required results in a forfeiture by the Indemnitor or material impairment of its substantive rights or defences, prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitor has under this indemnity.

9.5 The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agents and any of the Personnel. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given by this Agreement.

9.6 The Indemnitor hereby constitutes the Co-Lead Agents as trustees for each of the other indemnified parties of the covenants of the Indemnitor under this indemnity with respect to such persons and the Co-Lead Agents agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

Expenses

10.1 Whether or not the Offering is completed, the Company will be responsible for all expenses of or incidental to the sale of the Offered Shares, including all reasonable fees and disbursements of legal counsel to the Company, expenses related to road shows and marketing activities, filing fees, the Agents' reasonable out-of-pocket expenses incurred in relation to the Offering (including taxes related thereto), and all reasonable fees and disbursements of legal counsel to the Agents (up to a maximum of $75,000, plus applicable taxes and disbursements) (collectively, the "Agents' Expenses").

10.2 Agents' Expenses incurred by the Agents, or on their behalf, shall be paid to the Agents on the Closing Date and, at the option of the Co-Lead Agents, the Agents' Expenses may be deducted from the gross proceeds otherwise payable to the Company on the Closing Date.

Advertisements

11.1 The Company acknowledges that the Agents shall have the right, subject always to Section 2.4, at their own expense, to place such advertisement or advertisements relating to the sale of the Offered Shares contemplated herein as the Agents may consider desirable or appropriate and as may be permitted by applicable law, including Applicable Securities Laws. The Company and the Agents each agree that they will not make public any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus or registration requirements of Applicable Securities Laws in any of the Selling Jurisdictions in which the Offered Shares shall be offered and sold not being available.

12. Agents' Compensation

12.1 In consideration of the services to be rendered by the Agents in connection with the Offering, the Company shall pay to the Agents a cash commission (the “Agents’ Commission”) equal to 6.0% of the aggregate gross proceeds raised pursuant to the Offering (other than in respect of sales to those Purchasers on the President’s List (as agreed to between Red Cloud and the Company), for which a cash commission of 4.5% of the aggregate gross proceeds raised in connection with such orders shall be payable).

12.2 The Agents’ Commission shall be paid to the Agents on the Closing Date.

13. Agents’ Business

13.1 The Company acknowledges that the Agents may be engaged in securities trading and brokerage activities, and providing investment banking, investment management, financial and financial advisory services. In the ordinary course of their trading, brokerage, investment and asset management and financial activities, the Agents and their affiliates may hold long or short positions, and may trade or otherwise effect or recommend transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of the Company or any other company that may be involved in any transaction with the Company. Each Agent and its affiliates may also provide a broad range of normal course financial products and services to its customers (including, but not limited to, banking, credit, derivative, hedging and foreign exchange products and services), including companies that may be involved in any transaction with the Company.

14. Agents’ Authority

14.1 The Company shall be entitled to and shall act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Agents by the Co-Lead Agents and the Co-Lead Agents shall represent the Agents and have authority to bind the Agents hereunder except in respect of a notice of termination pursuant to Section 8 or the exercise of the indemnity rights specified in Section 9 which shall require the action of the relevant Agent. Each of the Agents agrees that the Co-Lead Agents have been authorized in such regard.

15. Syndication by the Agents

15.1 The sale of the Offered Shares in connection with the Offering shall be as to the following percentages:

Name of Agent	Syndicate Position
Red Cloud Securities Inc.	35%
Velocity Trade Capital Ltd.	35%
Haywood Securities Inc.	20%
Beacon Securities Limited	5%
Integrity Capital Group Inc.	5%
	100.0%

16. Survival of Representations, Warranties, Covenants and Agreements

16.1 All representations, warranties, covenants and agreements (to the extent such covenants and agreements by their terms continue after Closing) of the Company herein contained or contained in any documents delivered pursuant to this Agreement and in connection with the transactions herein

contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Agents or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Agents and the Purchasers, as applicable, for a period of two years following the Closing Date. The representations, warranties, covenants and agreements of the Agents herein contained or contained in any documents delivered pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto, shall continue in full force and effect for the benefit of the Company for a period of two years following the Closing Date. For certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Agents by the Company or the contribution obligations of the Agents or those of the Company shall survive the Closing and, notwithstanding such Closing, shall continue in full force and effect, indefinitely, subject only to the applicable limitation periods prescribed by law.

17. General

17.1 Notices. Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by email, as follows:

if to the Company:

Excellon Resources Inc.
3400 One First Canadian Place
100 King Street West
Toronto, Ontario M5X 1A4

Attention: Shawn Howarth, President and Chief Executive Officer
Email: [redacted – personal information]

with a copy (not to constitute notice to the Company) to:

Bennett Jones LLP
3400 One First Canadian Place
100 King Street West
Toronto, Ontario M5X 1A4

Attention: Abbas Ali Khan
Email: [redacted – personal information]

if to the Agents, to the Co-Lead Agents:

Red Cloud Securities Inc.
120 Adelaide Street West, Suite 1400
Toronto, Ontario M5H 1T1

Attention: Mark Styles
Email: [redacted – personal information]

Velocity Trade Capital Ltd.
100 Yonge Street, Suite 1800
Toronto, Ontario M5C 2W1

Attention: Scott Larin
Email: [redacted – personal information]

with a copy (not to constitute notice to the Agents) to:

Cassels Brock & Blackwell LLP
40 Temperance Street, Suite 3200
Toronto, Ontario M5H 0B4

Attention: Chad Accursi
Email: [redacted – personal information]

and if so given, shall, if delivered prior to 5:00 p.m. (Toronto time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or email address.

17.2 Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

17.3 No Fiduciary Duty. The Company acknowledges and agrees that (i) the issuance and sale of the Offered Shares pursuant to this Agreement, including the determination of the subscription price of the Offered Shares and any related discounts and commissions, is an arm's length commercial transaction between the Company, on the one hand, and the Agents, on the other hand; (ii) in connection with the Offering contemplated hereby and the process leading to such transaction, the Agents are and have been acting solely as principals and are not the agents or fiduciaries of the Company or its shareholders, creditors, employees or any other party; (iii) the Agents have not assumed and will not assume an advisory or fiduciary responsibility in favour of the Company with respect to the Offering contemplated hereby or the process leading thereto (irrespective of whether the Agents have advised or are currently advising the Company on other matters) and the Agents do not have any obligations to the Company with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Agents and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

17.4 Entire Agreement. This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings and agreements, whether oral or written, between the parties with respect to the subject matter hereof, including the Engagement Letter.

17.5 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

17.6 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agents and their respective successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others.

17.7 Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

17.8 Time of the Essence. Time shall be of the essence for all provisions of this Agreement.

17.9 Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

17.10 Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

17.11 Counterparts and Facsimile. This Agreement may be executed by the parties in one or more counterparts and may be executed and delivered by electronic means and all such counterparts shall together constitute one and the same agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below.

Yours very truly,

RED CLOUD SECURITIES INC.

Per: (signed) “Bruce Tatters”
Name: Bruce Tatters
Title: Chief Executive Officer

VELOCITY TRADE CAPITAL LTD.

Per: (signed) “Simon Grayson”
Name: Simon Grayson
Title: Director

HAYWOOD SECURITIES INC.

Per: (signed) “Ryan Matthiesen”
Name: Ryan Matthiesen
Title: Managing Director, Investment Banking

BEACON SECURITIES LIMITED

Per: (signed) “Daniel Belchers”
Name: Daniel Belchers
Title: Managing Director, Investment Banking

INTEGRITY CAPITAL GROUP INC.

Per: (signed) “Lowell Kamin”
Name: Lowell Kamin
Title: President and Chief Executive Officer

The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

EXCELLEN RESOURCES INC.

Per: (signed) “Shawn Howarth”

Name: Shawn Howarth

Title: President, Chief Executive Officer and Director

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SCHEDULE "A"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule “A” to the Agency Agreement dated September 9, 2025 among Excellon Resources Inc. and Red Cloud Securities Inc., Velocity Trade Capital Ltd., Haywood Securities Inc., Beacon Securities Limited and Integrity Capital Group Inc.

Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Agency Agreement to which this Schedule “A” is attached.

The following terms shall have the meanings indicated:

“affiliate” means an “affiliate” within the meaning of Rule 405 under the U.S. Securities Act;

“Directed Selling Efforts” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the Offering;

“Foreign Issuer” means “foreign issuer” as defined in Rule 902(e) of Regulation S;

“General Solicitation” and “General Advertising” means “general solicitation” or “general advertising”, as those terms are used under Rule 502(c) of Regulation D. Without limiting the foregoing, but for greater clarity, general solicitation or general advertising includes, but is not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“Offshore Transaction” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

“Qualified Institutional Buyer Letter” means the Qualified Institutional Buyer Letter attached as Schedule B to the Investor Questionnaire;

“Regulation D” means Regulation D under the U.S. Securities Act;

“Regulation S” means Regulation S under the U.S. Securities Act;

“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;

“U.S. Accredited Investor Certificate” means the United States Accredited Investor Certificate attached as Schedule C to the Investor Questionnaire;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and

“U.S. Investment Company Act” means the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

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Representations, Warranties and Covenants of the Agents

The Agents acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Shares may not be offered or sold within the United States, except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and the qualification requirements of applicable state securities laws.

Accordingly, each Agent, on behalf of itself and its U.S. Affiliate, if applicable, represents, warrants, covenants and agrees to and with the Company, on the date hereof and on the Closing Date, that:

It has not offered or sold, and will not offer or sell, at any time any Offered Shares except (a) in Offshore Transactions in compliance with Rule 903 of Regulation S, or (b) in the case of sales through its U.S. Affiliate, to U.S. Purchasers as provided in this Schedule "A". Accordingly, none of the Agent, its affiliates (including its U.S. Affiliate) or any person acting on any of their behalf, has made or will make (except as permitted herein): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to any person in the United States, (ii) any sale of Offered Shares to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States or the Agent, its affiliates (including its U.S. Affiliate) or any person acting on any of their behalf, reasonably believed that such Purchaser was outside the United States and not a U.S. Purchaser; or (iii) any Directed Selling Efforts with respect to the Offered Shares.
It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares except with its affiliates or its U.S. Affiliate, any selling group member engaged by it or with the prior written consent of the Company; provided, that all offers to sell described in this Schedule "A" shall be made through its U.S. Affiliate. The Agent shall require its U.S. Affiliate, if applicable, to agree, and each selling group member engaged by it to agree, for the benefit of the Company, to comply with, and shall use its commercially reasonable efforts to ensure that its U.S. Affiliate and each selling group member engaged by it complies with, the same provisions of this Schedule "A" as apply to the Agent as if such provisions applied to its U.S. Affiliate and such selling group member engaged by it.
All offers of Offered Shares that have been or will be made by it to a U.S. Purchaser have been or will be made by such Agent through its U.S. Affiliate and in compliance with all applicable U.S. federal and state broker-dealer requirements. The U.S. Affiliate is duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were or will be made (unless exempted from the respective state's broker-dealer registration requirements), and a member in good standing with the Financial Industry Regulatory Authority, Inc.
None of it, its affiliates (including its U.S. Affiliate) or any person acting on any of their behalf has utilized, and none of such persons will utilize, any form of General Solicitation or General Advertising in connection with the offer and sale of the Offered Shares in the United States, or has offered or will offer any Offered Shares in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Immediately prior to soliciting U.S. Purchasers, the Agent, its affiliates (including its U.S. Affiliate) and any person acting on any of their behalf had reasonable grounds to believe and did believe that each offeree was (a) a Qualified Institutional Buyer or (b) a U.S. Accredited Investor, and at the time of completion of each sale by the Company to a U.S. Purchaser and on the Closing Date, the Agent, its affiliates (including its U.S. Affiliate) and any person acting on any of their behalf will have reasonable grounds to believe and will believe that each U.S. Purchaser purchasing the Offered Shares from the Company is a Qualified Institutional Buyer or a U.S. Accredited Investor.

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All offerees of the Offered Shares in the United States solicited by it shall be informed that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and that the Offered Shares are being offered and sold to such U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and similar exemptions for private offerings under applicable state securities laws.
It agrees to deliver, through its U.S. Affiliate, to each person in the United States to whom it offers to sell or from whom it solicits any offer to buy the Offered Shares the Investor Questionnaire, including (a) the Qualified Institutional Buyer Letter for Qualified Institutional Buyers or (b) the U.S. Accredited Investor Certificate for U.S. Accredited Investors. No other written material will be used in connection with the offer or sale of the Offered Shares in the United States. Each offeree of Offered Shares that is in the United States has been or will be provided with a copy of the same information regarding the Company and the Offering as has been or will be provided by the Agent to offerees and Purchasers of Offered Shares in offshore jurisdictions outside of Canada and the United States.
Prior to completion of any sale of Offered Shares in the United States, each U.S. Purchaser thereof must be a Qualified Institutional Buyer or a U.S. Accredited Investor and must provide to the Agent, or its U.S. Affiliate, an Investor Questionnaire in the appropriate form, including (a) the Qualified Institutional Buyer Letter attached thereto as Schedule B or (b) the U.S. Accredited Investor Certificate attached thereto as Schedule C, as applicable, and shall provide the Company with copies of all such completed and executed agreements for acceptance by the Company.
At least two Business Days prior to the Closing Date, it will provide the Company and its counsel with a list of all U.S. Purchasers.
None of the Agent, its affiliates (including its U.S. Affiliate) or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the Offering.
The Agent will inform all U.S. Purchasers that the Offered Shares are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and may not be offered, sold, pledged or otherwise transferred except pursuant to a registration statement under United States federal and state securities laws or an available exemption from such registration requirements and in compliance with the restrictions set forth in the documents and agreements governing such securities.
As of the Closing Date, with respect to Offered Shares to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), none of (i) the Agent, (ii) the Agent's general partners or managing members, (iii) any of the Agent's directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a "Dealer Covered Person"), is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1) under Regulation D (a "Disqualification Event"), except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date thereof. The Agent will notify the Company, prior to the Closing Date, of any agreement entered into between it and any such person in connection with such sale. The Agent will notify the Company, in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company and

A-4 -

(ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.

As of the Closing Date, it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.
At the Closing, the Agent will, together with its U.S. Affiliate, provide a certificate, substantially in the form of Annex I to this Schedule “A”, relating to the manner of the offer and sale of the Offered Shares in the United States. Failure to deliver such a certificate shall constitute a representation by such Agent and such U.S. Affiliate that neither it nor anyone acting on its behalf has offered or sold Offered Shares to U.S. Purchasers.

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees as at the date hereof and as at the Closing Date that:

The Company is, and at the Closing Date will be, a Foreign Issuer with no Substantial U.S. Market Interest in the Common Shares.
The Company is not, and following the application of the proceeds from the sale of the Offering will not be, registered or required to be registered as an “investment company” (as such term is defined in the U.S. Investment Company Act) under the U.S. Investment Company Act.
Neither the Company nor any predecessor of the Company has had the registration of a class of securities under the U.S. Exchange Act revoked by the United States Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder and the offer and sale of the Offered Shares in the United States by the U.S. Affiliates is not prohibited pursuant to an order issued pursuant to Section 12(j) of the U.S. Exchange Act.
Except with respect to sales made directly by the Company to (a) Qualified Institutional Buyers or (b) U.S. Accredited Investors solicited by the U.S. Affiliates in accordance with Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, none of the Company, its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has made or will make: (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a U.S. Purchaser; or (ii) any sale of Offered Shares except sales of Offered Shares to U.S. Accredited Investors and/or Qualified Institutional Buyers solicited by the U.S. Affiliates that, in each case, have executed and delivered an Investor Questionnaire in the appropriate form, including the U.S. Accredited Investor Certificate attached thereto as Schedule C or the Qualified Institutional Buyer Letter attached thereto as Schedule B, as applicable, unless, at the time the buy order was or will have been originated, (A) the Purchaser is outside the United States, or (B) the Company, its affiliates and any person acting on any of their behalf reasonably believes that the Purchaser is outside the United States and not a U.S. Purchaser.
None of the Company, its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts with respect to the Offered Shares or has taken or will take any action that would cause the exemption afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities

A-5 -

Act or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of Offered Shares in accordance with the Agreement, including this Schedule "A".

None of the Company, its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, Offered Shares in the United States by means of any form of General Solicitation or General Advertising or has taken or will take any action that would constitute a public offering of the Offered Shares in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Except for President's List U.S. Purchasers, none of the Company, its affiliates or any persons acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or sold, or will offer or sell (a) any of the Offered Shares to U.S. Purchasers, except for offers made through the Agents and the U.S. Affiliates, if applicable, and sales by the Company in reliance on the exemption from registration provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act; or (b) any of the Offered Shares outside the United States, except for offers and sales made in Offshore Transactions in accordance with Rule 903 of Regulation S.
None of the Company, any of its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates and any person acting on any of their behalf, as to whom no representation, warranty, covenant or agreement is made) has offered or sold, or will offer or sell, for a period commencing thirty days prior to the commencement of the Offering and ending thirty days following the Closing Date, any securities in a manner that would be integrated with the offer and sale of the Offered Shares and would cause (a) the exemption from registration provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Shares in the United States or (b) the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares outside the United States.
None of the Company, its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates and any person acting on any of their behalf, as to which the Company makes no representation, warranty, covenant or agreement) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares.
None of the Company or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
With respect to Regulation D Securities offered and sold hereby, if any, none of the Company, any of its predecessors, any affiliated issuer issuing Regulation D Securities, any director, executive officer or other officer of the Company participating in the offering of Regulation D Securities, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale of the Regulation D Securities (but excluding any Dealer Covered Person, as to whom no representation, warranty or covenant is made) (each, an "Issuer Covered Person") is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under Regulation D. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. If applicable, the Company has complied

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with its disclosure obligations under Rule 506(e) under Regulation D, and has furnished to the Agents and their affiliates a copy of any disclosures provided thereunder.

The Company is not aware of any person (other than the Agents, their affiliates and any selling person that has made in writing, in favour of the Company, the representations set forth in “Representations, Warranties and Covenants of the Agents” above as if it were the Agent) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.
For each taxable year in which the Company is a “passive foreign investment company” (a “PFIC”) as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), as determined by the Company based upon its reasonable analysis, if requested in writing by a U.S. Purchaser, the Company will provide such U.S. Purchaser with the required information to enable it to make a qualified electing fund election under Section 1295 of the Internal Revenue Code and the applicable treasury regulations promulgated thereunder which, for the avoidance of doubt, shall include providing a PFIC Annual Information Statement. The Company may elect to provide such information on its website.
The Company shall duly prepare and file with the United States Securities and Exchange Commission and any applicable state securities regulatory authorities, within the prescribed time periods, such notices and other documents as are required to be filed under the U.S. Securities Act and state securities laws of the states in which the Offered Shares are sold to satisfy the requirements of applicable exemptions from registration or qualification of the Offered Shares under such laws.

General

Each Agent (and its U.S. Affiliate) on the one hand and the Company on the other hand understand and acknowledge that the other parties hereto will rely on the truth and accuracy of the representations, warranties, covenants and agreements contained herein.

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ANNEX I TO SCHEDULE “A”

AGENT’S CERTIFICATE

In connection with the private placement in the United States of Offered Shares of the Company pursuant to the Agency Agreement dated September 9, 2025 among the Company and the Agents named therein (the “Agency Agreement”), the undersigned Agent and [●], its U.S. Affiliate, do hereby certify as follows:

(a) the Offered Shares have been offered and sold by us in the United States only by the U.S. Affiliate which was on the dates of such offers and sales, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act, and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker-dealer registration requirements) and was and is a member in good standing with the Financial Industry Regulatory Authority, Inc.;

(b) immediately prior to our making any offer to an offeree that was in the United States, we had reasonable grounds to believe that each U.S. Purchaser that we have arranged is a Qualified Institutional Buyer or a U.S. Accredited Investor, and we continue to believe on the date hereof that each U.S. Purchaser that we have arranged is a Qualified Institutional Buyer or a U.S. Accredited Investor;

(c) all offers and sales of the Offered Shares by us in the United States have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements;

(d) no form of General Solicitation or General Advertising was used by us in connection with the offer and sale of the Offered Shares in the United States and we have not offered and will not offer any Offered Shares in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act;

(e) prior to any sale of Offered Shares to a person in the United States that is a Qualified Institutional Buyer or a U.S. Accredited Investor, we caused such person to execute an Investor Questionnaire in the appropriate form including, as applicable: (i) the Qualified Institutional Buyer Letter for each Qualified Institutional Buyer or (ii) the U.S. Accredited Investor Certificate for each U.S. Accredited Investor;

(f) all Purchasers who are, or purchased for the account or benefit of, U.S. Purchasers who were offered the Offered Shares have been informed that the Offered Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such Purchasers without registration in reliance on available exemptions from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States;

(g) no Dealer Covered Person is subject to disqualifications under Rule 506(d) under Regulation D;

(h) neither we, nor our affiliates nor any person acting on any of our behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares; and

(i) the offering of the Offered Shares has been conducted by us in accordance with the terms of the Agency Agreement, including Schedule “A” attached thereto.

Terms used in this certificate have the meanings given to them in the Agency Agreement (including Schedule “A” attached thereto) unless defined herein.

DATED as of this ____ day of September, 2025.

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[NAME OF AGENT]
[NAME OF U.S. AFFILIATE]

By: _____
Authorized Signing Officer

AI assistant

Excellon Resources Inc. Capital/Financing Update 2025

43137_rns_2025-09-19_5edd1143-3170-4304-997b-ed8dfd6b7d33.pdf

AGENCY AGREEMENT

Attention: Shawn Howarth, President, Chief Executive Officer and Director

1. Interpretation

3. Representations, Warranties and Covenants of the Agents

4. Covenants of the Company

4.1.1 Offering

4.1.2 Distribution Period

5. Representations and Warranties of the Company

5.1.1 General Matters

5.1.2 Offering

5.1.3 Financial Matters

5.1.5 Public Disclosure and Company Due Diligence Documents

5.1.6 Mineral Tenure

5.1.7 Permitting and Environmental Matters

5.1.8 Litigation, Compliance, Anti-Corruption/Anti-Money Laundering

5.1.9 Employment Matters

5.1.10 Listed Issuer Financing Exemption Matters

6. Conditions to Closing

7. Closing

8. Rights of Termination

9. Indemnity

12. Agents' Compensation

13. Agents’ Business

14. Agents’ Authority

15. Syndication by the Agents

16. Survival of Representations, Warranties, Covenants and Agreements

17. General

SCHEDULE "A"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Agents

Representations, Warranties and Covenants of the Company

ANNEX I TO SCHEDULE “A”

AGENT’S CERTIFICATE

AI assistant

Excellon Resources Inc. — Capital/Financing Update 2025

43137_rns_2025-09-19_5edd1143-3170-4304-997b-ed8dfd6b7d33.pdf

AGENCY AGREEMENT

Attention: Shawn Howarth, President, Chief Executive Officer and Director

1. Interpretation

3. Representations, Warranties and Covenants of the Agents

4. Covenants of the Company

4.1.1 Offering

4.1.2 Distribution Period

5. Representations and Warranties of the Company

5.1.1 General Matters

5.1.2 Offering

5.1.3 Financial Matters

5.1.5 Public Disclosure and Company Due Diligence Documents

5.1.6 Mineral Tenure

5.1.7 Permitting and Environmental Matters

5.1.8 Litigation, Compliance, Anti-Corruption/Anti-Money Laundering

5.1.9 Employment Matters

5.1.10 Listed Issuer Financing Exemption Matters

6. Conditions to Closing

7. Closing

8. Rights of Termination

9. Indemnity

12. Agents' Compensation

13. Agents’ Business

14. Agents’ Authority

15. Syndication by the Agents

16. Survival of Representations, Warranties, Covenants and Agreements

17. General

SCHEDULE "A"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Agents

Representations, Warranties and Covenants of the Company

ANNEX I TO SCHEDULE “A”

AGENT’S CERTIFICATE

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