Execution Version

THIRD AMENDED AND RESTATED SHARE PURCHASE AGREEMENT

This Third Amended and Restated Share Purchase Agreement (this "Agreement") dated as of April 29, 2025 (the "Amendment Date"), is entered into between ADAR MINING CORP., a corporation formed under the laws of Bahamas ("Vendor") and EXCELLON RESOURCES INC., a corporation formed under the laws of the Province of Ontario ("Purchaser").

Recitals

WHEREAS, the parties hereto entered into a share purchase agreement dated as of October 31, 2024;

AND WHEREAS, Vendor has pursued the Realization Proceeding which has resulted in Vendor entering into the Adar/Premier Purchase Agreement which, among other things, contemplates the acquisition of all of the shares (the "Shares") in the capital of Minera CRC S.A.C., a company existing under the laws of Peru (the "Corporation");

AND WHEREAS on March 14, 2024, the Court granted the Approval and Vesting Order, among other things, approving the Adar/Premier Purchase Agreement and the transaction(s) contemplated thereunder;

AND WHEREAS the Adar/Premier Purchase Agreement provides that the Vendor may, subject to the conditions contained therein, assign all of its rights, interests and obligations under the Adar/Premier Purchase Agreement to the Purchaser;

AND WHEREAS, Vendor wishes to sell to Purchaser, and Purchaser wishes to purchase from Vendor, the Adar/Premier Purchase Agreement and the Adar Debt, subject to the terms and conditions set forth herein;

AND WHEREAS, the parties hereto entered into a first amended and restated share purchase agreement dated as of January 30, 2025 (the "First Amended and Restated Share Purchase Agreement") to provide for, among other things, the issuance of certain Purchaser Common Shares to Premier in connection with the Adar/Premier Purchase Agreement;

AND WHEREAS, the parties hereto entered into a second amended and restated share purchase agreement dated as of February 7, 2025 (the "Second Amended and Restated Share Purchase Agreement") to provide for an extension of the Outside Date and to provide for two additional Upfront Payments;

AND WHEREAS, the parties hereto wish to amend and restate the Second Amended and Restated Share Purchase Agreement on the terms set out herein to, among other things, provide for the Purchaser purchasing from Vendor the Adar/Premier Purchase Agreement and the Adar Debt, and to provide for the Bridge Payments;

The parties hereto agree that the Second Amended and Restated Share Purchase Agreement is hereby amended and restated in its entirety as follows:

ARTICLE I

Definitions

Section 1.01 Definitions. The following terms used in this Agreement (including the recitals) have the meanings specified or referred to in this Section 1.01:

"126" means 1267104 B.C. Ltd., a corporation formed under the laws of British Columbia.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, notice of assessment, notice or reassessment or investigation of any nature, civil, criminal, administrative, investigative, regulatory or otherwise, whether at law or in equity.

"Adar Consideration Shares" means such number of the Purchaser Common Shares that is equal to 12.9% of all of the issued and outstanding Purchaser Common Shares on a basic, non-diluted basis determined by excluding the completion of the Capital Raise.

"Adar Debt" means [competitive information redacted for commercial reasons].

"Adar Debt Loan Documents and Security" means:

a) the Loan Agreement and all other loan documents entered into in connection with the Adar Debt and described in Schedule "A" hereto; and
b) all guarantees and security charging property, assets and undertaking as described in Schedule "B" hereto (collectively, together with all present and future guarantee and security agreements, financing statements, registrations, undertakings, commitments and agreements entered into, assumed by or assigned to the Vendor and all moneys and proceeds payable thereunder to the Vendor or to anyone on its behalf in respect of the Adar Debt).

"Adar/Premier Purchase Agreement" means an agreement of purchase and sale dated March 10, 2025 between the Vendor (as purchaser), and Premier and 126 (as vendors), as may be amended from time to time with the prior written consent of the Purchaser pursuant to Section 5.10.

"Affiliate" when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person and a Person shall be deemed to be controlled by another Person if controlled in any manner whatsoever that results in control in fact by that other Person (or that other Person and any Person or Persons with whom that other Person is acting jointly or in concert), whether directly or indirectly. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of that Person directly or indirectly, whether through ownership of securities, by trust, by contract or otherwise; and the term "controlled" has a corresponding meaning; provided that, in any event, any Person that owns directly, indirectly or beneficially 50% or more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or more of the partnership interests or other ownership interests of any other Person will be deemed to control that Person.

"Agreement" has the meaning set forth in the preamble.

"Approval and Vesting Order" means the order granted by the Court, among other things, approving the Adar/Premier Purchase Agreement and providing for the vesting of all of Premier and 126's right, title and interest in and to the Purchased Assets in the Purchaser (each as defined in the Adar/Premier Purchase Agreement).

"Business Day" means any day except Saturday, Sunday or any other day on which banks located in Toronto are authorized or required by Law to be closed for business.

"Capital Raise" means the receipt of proceeds during the Interim Period in an amount no less than US$4,500,000 by the Purchaser from the issuance of securities by Purchaser.

"Closing" has the meaning set forth in Section 2.02.

"Closing Date" has the meaning set forth in Section 2.02.

"Contracts" means all contracts, leases, deeds, mortgages, licences, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

"Corporation" has the meaning set forth in the recitals.

"Court" means Supreme Court of British Columbia.

"Debt" means [competitive information redacted for commercial reasons].

"Debt Raise" means [competitive information redacted for commercial reasons].

"Dollars" or "$" means, unless another currency is indicated, the lawful currency of the United States of America.

"Effective Date" means October 31, 2024.

"Encumbrances" means any encumbrance or restriction of any kind or nature whatsoever and howsoever arising (whether registered or unregistered) and includes a security interest, right of first refusal, right of first offer, hypothec, pledge, hypothecation, assignment, charge, trust or deemed trust, voting trust or pooling agreement with respect to securities, any adverse claim, grant of any exclusive licence or sole licence, or any other right, option or claim of others of any kind whatsoever, and includes any agreement to give any of the foregoing in the future, and any subsequent sale or other title retention agreement or lease in the nature thereof, affecting the Shares, the Debt, the Adar/Premier Purchase Agreement, the Vendor Debt or the Adar Debt.

"Governmental Authority" means: (a) any court, tribunal, judicial body or arbitral body or arbitrator; (b) any domestic or foreign government or supranational body or authority whether multinational, national, federal, provincial, territorial, state, municipal or local and any governmental agency, governmental authority, governmental body, governmental bureau, governmental department, governmental tribunal or governmental commission of any kind whatsoever; (c) any subdivision or authority of any of the foregoing; (d) any quasi-governmental or private body or public body exercising any regulatory, administrative, expropriation or taxing authority under or for the account of the foregoing; (e) any stock or securities exchange; and (f) any public utility authority.

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

"Indebtedness" of any Person means, without duplication, (i) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money; (ii) amounts owing as deferred purchase price for property or services, including all seller notes and "earn-out" payments; (iii) indebtedness evidenced by any note, bond,

debenture, mortgage or other debt instrument or financial debt security; (iv) commitments or obligations of such Person as an account party in respect of letters of credit, letters of guarantee or in respect of bankers acceptances; (v) obligations or commitments to repay deposits or other amounts advanced by and owing to third Persons; (vi) obligations under any interest rate, currency or other hedging agreement; (vii) obligations or commitments under capitalized leases (capital portion); or (viii) guarantees with respect to any indebtedness, obligation, claim or liability of any other Person of a type described in clauses (i) through (vii) above.

"Interim Period" means the period of time from and including the Effective Date to the earlier of (i) the Closing, and (ii) the termination of this Agreement.

"Law" means any statute, law, ordinance, regulation, rule, instrument, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

"Loan Agreement" means [competitive information redacted for commercial reasons].

"Outside Date" means the 200th day following the Effective Date unless the Purchaser shall have deferred the Outside Date by delivering to the Vendor prior to such Outside Date (i) a wire transfer in the amount of US$250,000 or such additional amount as may be required to maintain the value of the assets of the Corporation and agreed to by Purchaser and Vendor (each an "Extension Payment"), and (ii) written notice exercising the Purchaser's option to defer the Outside Date, and in such event the Outside Date shall be deferred for an additional 30 days. Purchaser may defer the Outside Date by delivering notice and making Extension Payments as aforesaid a total of 4 periods of 30 days each, which Extension Payments shall become repayable by Vendor to Purchaser on the Closing Date by way of set-off against deliveries required to be made by Purchaser pursuant to the Stream Agreement.

"Permits" means all permits, licences, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

"Person" means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, Governmental Authority, unincorporated organization, trust, association or other entity.

"Purchaser" has the meaning set forth in the preamble.

"Purchaser Common Shares" means the common shares of the Purchaser.

"Premier" means Premier Silver Corp., a company existing under the laws of the Province of British Columbia, and its successors and assigns.

"Realization Proceeding" means any insolvency proceeding in respect of Premier, 126, or their assets, including without limitation: (i) a proceeding commenced by Premier and 126 by the filing of a notice of intention to make a proposal pursuant to section 50.4 of the Bankruptcy and Insolvency Act (Canada); and (ii) the petition started by the Vendor in the Court seeking an order appointing Alvarez & Marsal Canada Inc. as receiver and manager of the assets, undertakings and property of Premier and 126.

"Representative" means, with respect to any Person, any, and all, directors, officers, employees, consultants, financial advisors, lawyers, accountants and other agents of such Person.

"Shareholder Approval" means the approval of the shareholders of the Purchaser of some or all of the transactions contemplated by this Agreement as required by the policies of the Toronto Stock Exchange, the TSX Venture Exchange or applicable securities laws.

"Shares" has the meaning set forth in the recitals.

"Transaction Documents" means the following agreements: (i) a Back In Rights Agreement with the form of Joint Venture Agreement attached reflecting the terms and conditions in Schedule "C", and otherwise on terms mutually agreeable to the Purchaser and Vendor, (ii) a Mallay Mine Net Smelter Royalty Agreement reflecting the terms and conditions in Schedule "D", and otherwise on terms mutually agreeable to the Purchaser and Vendor, and (iii) a Base Metal Purchase Agreement reflecting the terms and conditions in Schedule "E", and otherwise on terms mutually agreeable to the Purchaser and Vendor (the "Stream Agreement"), and (iv) the Tres Cerros Property Net Smelter Return Royalty Agreement reflecting the terms and conditions in Schedule "D", and otherwise on terms mutually agreeable to the Purchaser and Vendor.

"TSX Approval" means the conditional approval of the Toronto Stock Exchange or the TSX Venture Exchange for the Capital Raise, the issuance of the Adar Consideration Shares, the issuance of Purchaser Common Shares to Premier pursuant to the Adar/Premier Purchase Agreement, the acquisition of the Adar/Premier Purchase Agreement and the Adar Debt subject to only standard and customary listing conditions.

"Upfront Payment" has the meaning given thereto in Section 2.03.

"Vendor" has the meaning set forth in the preamble.

"Vendor Debt" means the indebtedness, if any, owing by Corporation to the Vendor at the time of Closing.

ARTICLE II

Purchase, Closing, and Upfront Payment

Section 2.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Vendor shall sell to Purchaser, and Purchaser shall purchase from Vendor, the Adar/Premier Purchase Agreement and the Adar Debt. At the Closing, (i) the Vendor shall transfer to the Purchaser, free and clear of all Encumbrances, the Adar/Premier Purchase Agreement and the Adar Debt, (ii) the Purchaser shall issue to the Vendor, or as the Vendor may direct, the Adar Consideration Shares, and (iii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered at the Closing pursuant hereto shall be executed and delivered by the Vendor and the Purchaser.

Section 2.02 Closing. Subject to the terms and conditions of this Agreement, the completion of the transactions contemplated by Section 2.01 shall take place at a closing (the "Closing") to be held at 11 a.m., Toronto time, on the date set out in the Closing Date Notice, or at such other time or on such other date as Vendor and Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date").

Section 2.03 Upfront Payment. To induce Vendor to enter into this Agreement, the Purchaser shall pay by wire transfer to the Vendor in four separate tranches for an aggregate amount of US$1,565,000 (the "Upfront Payment"), with the first tranche in the amount of US$750,000 (the "First Tranche") being payable to Vendor no later than 2 Business Days following the Effective Date, the second tranche in the amount of US$500,000 (the "Second Tranche") being payable upon written request by the Vendor at any time following the date that is 30 days after the Effective Date, provided that the Vendor is not in breach of any provision of this Agreement, the third tranche in the amount of US$90,000 (the "Third Tranche") being payable on or before January 31, 2025, provided that the Vendor is not breach of any provision of this Agreement, and the fourth tranche in the amount of US$225,000 (the "Fourth Tranche") being payable on or before February 28, 2025, provided that the Vendor is not then in breach of any provision of this Agreement. If the Upfront Payment is not received by the Vendor by such applicable time other than, in the case of the Second Tranche, the Third Tranche or the Fourth Tranche, as a result of the Vendor being in breach of this Agreement, then this Agreement shall immediately terminate and neither party shall have any further obligations to the other. The Vendor agrees to use the Upfront Payment exclusively to fund (i) expenses directly incurred by the Vendor pursuant to the Realization Proceeding including the fees and disbursements (inclusive of taxes) of the Vendor's legal counsel, and (ii) advances by the Vendor to the Corporation at such times, and in such amounts, as the Vendor may determine in its sole discretion provided that any portion of the Upfront Payment that remains with the Vendor prior to the Closing shall be forthwith transferred by the Vendor to the Corporation immediately prior to the Closing and shall become the property of the Corporation as at the Closing free and clear of all encumbrances (together, the "Upfront Payment Intended Uses"). If the Vendor receives repayment of the Adar Debt prior to the Outside Date, then the Vendor shall pay to the Purchaser an amount equal to US$3,130,000 (the "Termination Fee"). The Vendor shall make such payment in immediately available funds by wire transfer to an account specified by the Purchaser no later than 10 Business Days following the date the Vendor receives repayment of the Adar Debt. The parties agree that (A) the Termination Fee represents compensation and is not a penalty, (B) the liabilities and damages that may be incurred or suffered by the Purchaser in circumstances where the Termination Fee is payable are impossible or very difficult to accurately estimate and (C) the Termination Fee represents liquidated damages which are a reasonable pre-estimate of the anticipated or actual losses that might be suffered or incurred by the Purchaser as a result of the Vendor receiving repayment of the Adar Debt and terminating this Agreement.

Section 2.04 Bridge Payments. The Purchaser shall, upon written request by the Vendor, provided that the Vendor is not in breach of any provision of this Agreement, pay by wire transfer to the Vendor or to the Corporation (i) US$250,000 on or prior to March 31, 2025 (the "First Bridge Payment"), (ii) US$200,000 on or prior to April 30, 2025 (the "Second Bridge Payment"), and (ii) US$200,000 on or prior to the Closing Date (the "Third Bridge Payment", and together with the First Bridge Payment and Second Bridge Payments, the "Bridge Payments"). The Vendor agrees to use the First Bridge Payment and the Second Bridge Payment received by it exclusively to fund advances by the Vendor to the Corporation (the "First and Second Bridge Payment Intended Uses"). The Vendor agrees to use the Third Bridge Payment received by it exclusively to fund legal fees expended by Vendor in connection with the Realization Proceeding (the "Third Bridge Payment Intended Use", and together with the First and Second Bridge Payment Intended Uses", the "Bridge Payment Intended Uses"). Each Bridge Payment paid by the Purchaser to the Vendor or to the Corporation pursuant to this Section 2.04 shall become repayable by Vendor to Purchaser by way of set-off against deliveries required to be made by Purchaser pursuant to the Stream Agreement.

ARTICLE III

Representations and Warranties of Vendor

Vendor represents and warrants to Purchaser that the statements contained in this ARTICLE III are true and correct as of the date hereof.

Section 3.01 Corporate Status and Authorization of Vendor

Vendor is a corporation incorporated and validly existing under the Laws of Bahamas and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or, to Vendor's knowledge, the bankruptcy, insolvency, liquidation or winding up of Vendor. Vendor has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. Vendor has the corporate power and capacity to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Vendor of this Agreement, the performance by Vendor of its obligations hereunder and the consummation by Vendor of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Vendor. This Agreement has been duly executed and delivered by Vendor, and (assuming due authorization, execution and delivery by Purchaser), this Agreement constitutes a legal, valid and binding obligation of Vendor enforceable against Vendor in accordance with its terms.

Section 3.02 No Conflicts; Consents

The execution, delivery and performance by Vendor of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the constating documents of Vendor; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Vendor. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Vendor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Section 3.03 Legal Proceedings

There are no Actions pending or, to Vendor's knowledge, threatened against or by Vendor or any Affiliate of Vendor that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

ARTICLE IV

Representations and Warranties of Purchaser

Purchaser represents and warrants to Vendor that the statements contained in this ARTICLE IV are true and correct as of the date hereof.

Section 4.01 Corporate Status and Authorization of Purchaser

Purchaser is a corporation incorporated and validly existing under the Laws of the Province of Ontario and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution. Purchaser has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. Purchaser has the corporate power and capacity to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Purchaser of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate

action on the part of Purchaser other than, if required, Shareholder Approval. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by Vendor) this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

Section 4.02 No Conflicts; Consents

The execution, delivery and performance by Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles, by-laws, unanimous shareholder agreements or other constating documents of Purchaser; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Purchaser; or (c) require the consent, notice or other action by any Person under any Contract to which Purchaser is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for TSX Approval.

Section 4.03 Legal Proceedings

There are no Actions pending or, to Purchaser's knowledge, threatened against or by Purchaser or any Affiliate of Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Section 4.04 Issuance of Adar Consideration Shares

Purchaser has the full corporate power and capacity to issue the Adar Consideration Shares and the Purchaser Common Shares issuable to Premier pursuant to the Adar/Premier Purchase Agreement. All of the Adar Consideration Shares have been, or will by the time of issuance be, duly authorized and fully paid and non-assessable shares in the capital of Purchaser and will have been issued in compliance with all Laws and not in violation of or subject to any pre-emptive or similar right that entitles any person to acquire from Purchaser any Purchaser Common Shares or other security of Purchaser, or any security convertible into, or exercisable for, Purchaser Common Shares or any other such security. As of the Amendment Date there are 144,707,078 Purchaser Common Shares issued and outstanding, options to purchase an aggregate of 6,339,500 Purchaser Common Shares, 1,271,000 restricted share units outstanding, 6,587,931 deferred share units outstanding, and warrants to purchase an aggregate of 17,343,842 Purchaser Common Shares. At the Closing, the Purchaser shall have received TSX Approval and, if required, Shareholder Approval.

Section 4.05 Listing of the Purchaser Common Shares

The Purchaser Common Shares are listed and posted for trading on the TSX and no order ceasing or suspending trading in any securities of Purchaser or prohibiting the sale or issuance of the Adar Consideration Shares or the trading of any of Purchaser's issued securities has been issued and no (formal or informal) proceedings for such purpose have been threatened or, to the knowledge of Purchaser, are pending. Other than as disclosed to the Vendor, Purchaser has not taken any action which would reasonably be expected to result in the delisting or suspension of the Purchaser Common Shares on or from the TSX.

Section 4.06 Regulatory Matters

Purchaser is a "reporting issuer" under the securities laws of each of the provinces of Canada (other than the province of Quebec) and is not noted as being in default on the list of reporting issuers maintained under the securities legislation in such provinces, and in particular, without limiting the foregoing, Purchaser is in material compliance with its continuous disclosure obligations under securities laws and, except with respect to this

Agreement and the transactions contemplated herein, there is no material change relating to Purchaser which has occurred and with respect to which the requisite material change report has not been filed with the applicable securities regulators and has not filed any confidential material change reports which have not subsequently become public. All material filings and fees due and payable by Purchaser pursuant to securities laws and general corporate law have been made and paid. Purchaser has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer, and has not received any notification from a securities regulator seeking to revoke the reporting issuer status of Purchaser.

ARTICLE V

Covenants

Section 5.01 Conduct During the Interim Period. During the Interim Period, Vendor shall continue to use the Upfront Payment for the Upfront Payment Intended Uses and the Bridge Payments for the Bridge Payment Intended Uses. During the Interim Period, the Vendor shall not sell or assign the Vendor Debt to any other Person, nor make any arrangements with respect to it, unless in any such case the Vendor receives 100 cents on the dollar in respect of such Vendor Debt. The parties acknowledge and agree that Vendor shall require that Premier and the Corporation capitalize the Debt prior to Closing resulting in no Debt existing at the time of Closing.

Section 5.02 No Bid by Purchaser in Realization Proceeding

(a) During the Interim Period and for a period of 2 years following the termination of this Agreement, Purchaser shall not, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly: (i) initiate, make, facilitate or continue inquiries regarding a Purchaser Bid; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Purchaser Bid; or (iii) enter into any agreements or other instruments (whether or not binding) regarding a Purchaser Bid. For purposes thereof, "Purchaser Bid" shall mean any inquiry, proposal or offer concerning: (i) the acquisition of the Shares, Debt or any assets of the Corporation; (ii) the acquisition of shares in the capital, or other equity securities, of Premier; or (iii) a merger, amalgamation, arrangement, liquidation, recapitalization, share exchange or other business combination transaction involving Premier or the Corporation.

(b) Purchaser agrees that the rights and remedies for non-compliance with this Section 5.02 shall include having such provision specifically enforced by any court of competent equitable jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Vendor and that monetary damages would not provide an adequate remedy for Vendor.

Section 5.02 Access to Information. During the Interim Period, Vendor shall afford Purchaser and its Representatives full and free access to and the right to inspect all information in the Vendor's possession or control in respect of the Shares, Debt, Premier, the Adar Debt, the Corporation and the Realization Proceeding. During the Interim Period, Vendor shall use commercially reasonable efforts to obtain from Premier and the Corporation any necessary financial and technical information not currently in their possession for the purposes of assisting Purchaser with obtaining TSX Approval and, if required, Shareholder Approval. During the Interim Period, Purchaser shall afford Vendor and its Representatives full and free access to all

information in the Purchaser's possession or control in respect of the Purchaser, its subsidiaries, and the Capital Raise.

Section 5.03 TSX Approval and Shareholder Approval.

During the Interim Period, the Purchaser shall make commercially reasonable efforts to obtain the TSX Approval and, if required, Shareholder Approval.

Section 5.04 Listing of Securities.

As long as the Vendor is a holder of any of the Adar Consideration Shares, for a period of two years following the Closing, the Purchaser shall not take any action which would reasonably be expected to result in the delisting or suspension of the Purchaser Common Shares from the Toronto Stock Exchange or such other stock exchange on which the shares are listed at the time, provided that this covenant shall not prevent Purchaser from delisting the Purchaser Common Shares from the Toronto Stock Exchange if the Purchaser lists the Purchaser Common Shares on the TSX Venture Exchange or from completing any transaction which would result in Purchaser ceasing to be listed so long as (a) the holders of Purchaser Common Shares receive (i) cash; (ii) securities of an entity which is listed on a stock exchange in Canada, the United States of America, Australia or the United Kingdom; (iii) a combination of both cash and securities; or (b) the holders of the Purchaser Common Shares have approved the transaction.

Section 5.05 Confidentiality.

(a) Each party acknowledges having received Confidential Information belonging to the other party in the course of negotiating this Agreement. As used herein, the term "Confidential Information" means any and all information of the parties that has been or may hereafter be disclosed by any party or its Representatives (collectively, a "Disclosing Party") to the other party or its Representatives (collectively, a "Receiving Party") by any means, whether written, oral, electronic or visual. Information is not, however, "Confidential Information" if it (x) was known to the Receiving Party, prior to its disclosure to the Receiving Party by the Disclosing Party, from a source not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party after due inquiry, (y) is or becomes known generally otherwise than through breach of this Agreement, or (z) was independently developed by the Receiving Party without reliance on the Confidential Information of the Disclosing Party.

(b) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party, (ii) shall not be used for any reason or purpose other than to evaluate and consummate the transactions contemplated by this Agreement and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized Representative of the Disclosing Party. Each party shall disclose the Confidential Information of the other party to only (a) those Representatives who are bound by confidentiality obligations on terms customary and appropriate to their position or (b) current or prospective lenders, investors, offtakers or other third parties who have a need to know and who have agreed in writing or who are otherwise bound to keep and perform the covenants and conditions of this Section 5.05 (unless otherwise bound by professional obligations of confidentiality) to be kept or performed by

the disclosing party (collectively "Third Party Representatives"). Each party hereby indemnifies and saves harmless the other party for and from all actions, liabilities, damages, losses, costs and expenses including reasonable legal fees resulting from the failure by the indemnifying party, its Representatives or its Third Party Representatives to comply with any provision of this Section 5.05.

(c) Unless and until this Agreement is terminated, and except as required by applicable Law or legal process (in compliance with Section 5.05(d)) the Vendor shall maintain as confidential any Confidential Information of the Vendor relating to the Corporation.

(d) Prior to any public announcement of the transactions contemplated hereby, no party shall disclose this Agreement or any aspects of such transactions except to its board of directors, its senior management, its shareholders, its legal, accounting, financial or other professional advisors, the Toronto Stock Exchange, the TSX Venture Exchange or as may be required by any applicable Law or legal process. If any party or an affiliate thereof is required to disclose any Confidential Information of another party to comply with applicable Law (including the rules of any stock exchange) or by any Governmental Authority or legal process having jurisdiction, such party shall as soon as reasonably practicable, unless prohibited by applicable Law or legal process, provide the other parties with written notice of such requirement so that the other parties may, at their own option and expense, seek an appropriate protective order or other remedy to prevent or restrict the disclosure of the Confidential Information. In the event such protective order or other remedy is not obtained, the notifying party and/or its Representatives, as applicable, shall only disclose to the requesting person that portion of the Confidential Information which it reasonably believes, based on the advice of outside legal counsel, it is required by applicable Law or legal process to disclose.

Section 5.06 Other Approvals and Consents. Vendor and Purchaser shall use their respective commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties required to complete the transactions contemplated herein.

Section 5.07 Closing Conditions. During the Interim Period, each party hereto shall use its commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in ARTICLE VI.

Section 5.08 Public Announcements. Unless otherwise required by applicable Law or stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

Section 5.09 Negotiation of Transaction Documents. The parties agree to negotiate in good faith the Transaction Documents and the related security with the intention of settling such documents as soon after the Effective Date as is practically possible. The parties acknowledge and agree that the terms described in Schedules C, D and E have been further defined and

negotiated as is more accurately reflected in the draft documents and correspondence exchanged between counsel to the parties.

Section 5.10 Adar/Premier Purchase Agreement. The Vendor agrees not to take any steps to amend, supplement or modify the Adar/Premier Purchase Agreement without the prior written consent of the Purchaser.

Section 5.11 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 5.12 Capital Raise. Following the Closing, the Purchaser agrees to deploy an aggregate of US$6,500,000 of both the Capital Raise and the Debt Raise toward, and only toward, commencing mining operations at the mining unit and processing plant owned by the Corporation near the village of Mallay, Peru.

Section 5.13 Adar Consideration Shares.

(a) The Vendor agrees that, during the period beginning on the Closing Date and ending on the date that is 12 months following the Closing Date (the "Lock-Up Period"), it will not, directly or indirectly, including without limitation through any entity or person controlled by the Vendor, without the prior written consent of the Purchaser, sell, offer to sell, contract to offer or sell, grant any option, right or warrant for the sale of, or otherwise lend, hypothecate, secure, pledge, transfer, assign or dispose of any Adar Consideration Shares issued to the Vendor, whether through the facilities of a stock exchange, in a public offering or by way of private placement or otherwise, or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing.

(b) During the Lock-Up Period, the Vendor authorizes the Purchaser to cause any transfer agent for the Purchaser Common Shares to decline to transfer and to note stop transfer restrictions on the share registers and other records relating to the Adar Consideration Shares held by the Vendor.

(c) The restrictions in this Section 5.13 will not apply to transfers pursuant to a bona fide third party take-over bid made to all shareholders of the Purchaser or similar acquisition transaction (including an arrangement, amalgamation or other corporate transaction) provided that in the event that the take-over bid or acquisition transaction is not completed, any Adar Consideration Shares held by the Vendor shall remain subject to the restrictions contained in this Section 5.13.

(d) For greater certainty, the provisions of this Section 5.13 expressly survive the Closing.

(e) For greater certainty, Vendor shall not be liable for any breach by any of its designees that are issued Adar Consideration Shares of their obligations under any lock-up agreement they enter into with the Purchaser.

ARTICLE VI
Conditions to Closing

Section 6.01 Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or before the Closing, of each of the following conditions:

(a) Following the satisfaction or waiver of the last of the conditions to Closing set forth in this ARTICLE VI (other than conditions which, by their nature, are to be satisfied on the Closing Date), the Purchaser shall have delivered to the Vendor notice (the "Closing Date Notice") (i) declaring its desire to close the purchase and sale of the transactions contemplated by Section 2.01, and (ii) setting a date for the Closing (which date shall be no less than 3 Business Days following the date such notice is delivered, and no later than the Outside Date).

(b) The Approval and Vesting Order shall not be stayed, varied, superseded or under appeal, and the applicable time for appealing the Approval and Vesting Order shall have expired;

(c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consumption of such transactions or causing any of the transactions contemplated hereunder to be rescinded following the completion thereof.

(d) Vendor shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.02, and Purchaser shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to Purchaser and Vendor, and no such consent, authorization, order and approval shall have been revoked.

Section 6.02 Conditions to Obligations of Vendor. The obligations of Vendor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Vendor's waiver, at or before the Closing, of each of the following conditions:

(a) Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it before or on the Closing Date.

(b) The Transaction Documents shall have been executed and delivered by the parties thereto. All steps required to protect and perfect the rights of the Vendor as contemplated in the Transaction Documents shall have been completed.

(c) The Vendor shall have received proof to its reasonable satisfaction of the registration or recordation of all security in its favour and contemplated by the Transaction Documents and legal opinions regarding the due creation, perfection and priority of such security.

(d) Purchaser shall have issued to the Vendor, or as the Vendor may direct, the Adar Consideration Shares.

(e) Purchaser shall have completed the Capital Raise.

(f) Purchaser shall have completed the Debt Raise.

(g) The Closing shall have occurred on or before the Outside Date.

(h) The Purchaser shall have executed and delivered an assignment of debt substantially in the form attached as Schedule F in respect of the Adar Debt (the "Assignment of Adar Debt")

(i) The Purchaser shall have executed and delivered an assignment of the Adar/Premier Purchase Agreement substantially in the form attached as Schedule F to the Adar/Premier Purchase Agreement (the "Assignment of Purchase Agreement").

(j) Purchaser shall have (i) delivered in escrow those items required under Sections 2.8 (a), (b), (d), (e), (f), (g), and (h) of the Adar/Premier Purchase Agreement, and (ii) satisfied those conditions set out in Sections 3.2(a) and (b) of the Adar/Premier Purchase Agreement.

(k) All conditions in favour of the Purchaser (as defined in the Adar/Premier Purchase Agreement) pursuant to the Adar/Premier Purchase Agreement shall have been satisfied or delivered into escrow pending the completion of the Closing, or waived by the Vendor.

(l) Purchaser shall have delivered to Vendor such other documents or instruments as Vendor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Section 6.03 Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of Purchaser's waiver, at or before the Closing, of each of the following conditions:

(a) Vendor shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it before or on the Closing Date.

(b) The Transaction Documents to which the Vendor is a party shall have been executed and delivered by the Vendor.

(d) The Debt shall be capitalized on terms acceptable to the Purchaser, acting reasonably.

(e) Designees of the Vendor that are issued any Adar Consideration Shares shall have entered into lock-up agreements on terms that are substantially similar to Section 5.13 of this Agreement and in a form acceptable to the Purchaser.

(f) The Vendor shall have executed and delivered the Assignment of Adar Debt.

(g) The Vendor shall have executed and delivered the Assignment of Purchase Agreement.

(h) The Vendor shall have (i) executed and delivered the Stream Revenue Sharing Agreement as required by Section 2.3(c) of the Adar/Premier Purchase Agreement, and (ii) satisfied the conditions set out in Section 3.2(d) of the Adar/Premier Purchase Agreement.

(i) All conditions in favour of the Purchaser (as defined in the Adar/Premier Purchase Agreement) pursuant to the Adar/Premier Purchase Agreement shall have been satisfied or delivered into escrow pending the completion of the Closing, or waived by the Purchaser.

(j) The Vendor shall have delivered a certificate of an officer of the Vendor certifying that the representations and warranties of the Vendor contained in subsections 4.2(a) and 4.2(c) of the Adar/Premier Purchase Agreement are true and correct as if made as of the Closing Date (as defined in the Adar/Premier Purchase Agreement).

ARTICLE VII

Survival

Section 7.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties set out herein shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date.

ARTICLE VIII

Termination

Section 8.01 Termination. This Agreement shall terminate if the Closing shall not have occurred on or prior to the Outside Date.

Section 8.02 Effect of Termination. In the event of the termination of this Agreement in accordance with this ARTICLE VIII, this Agreement shall forthwith have no further force or effect and there shall be no liability on the part of any party hereto except:

(a) as set forth in Section 5.05, and ARTICLE IX; and

(b) that nothing herein shall relieve any party hereto from liability for any fraud or wilful breach of any provision thereof.

ARTICLE IX

Miscellaneous

Section 9.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees, disbursements and charges of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 9.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02):

If to Vendor:

Email: [personal information redacted for confidentiality reasons]

Attention: [personal information redacted for confidentiality reasons]

with a copy to: [personal information redacted for confidentiality reasons]

Email: [personal information redacted for confidentiality reasons]

Attention: [personal information redacted for confidentiality reasons]

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

Email: [personal information redacted for confidentiality reasons]

Attention: [personal information redacted for confidentiality reasons]

with a copy to: Bennett Jones LLP

Email: [personal information redacted for confidentiality reasons]

Attention: [personal information redacted for confidentiality reasons]

Section 9.03 Interpretation. For purposes of this Agreement: (a) the words "include", "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein", "hereof", "hereby", "hereto" and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any

presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section 9.04 Headings

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 9.05 Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 9.06 Entire Agreement

This Agreement is the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement, the Exhibits, the statements in the body of this Agreement will control.

Section 9.07 Successors and Assigns

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided that, before the Closing Date, Purchaser may, without the prior written consent of Vendor, assign all or any portion of its rights under this Agreement to one or more of its direct or indirect wholly owned subsidiaries. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 9.08 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under, or by reason of, this Agreement.

Section 9.09 Amendment and Modification; Waiver

This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 9.10 Governing Law; Forum Selection

(a) 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.

(b) Any Action arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in the courts of the Province of Ontario, and each party irrevocably submits and agrees to attorn to the non-exclusive jurisdiction of that court in any such Action. The parties irrevocably and unconditionally waive any objection to the venue of any Action or proceeding in that court and irrevocably waive and agree not to plead or claim in that court that such Action has been brought in an inconvenient forum.

Section 9.11 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 9.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ADAR MINING CORP.

By (signed) "Warren Newfield"
Name: Warren Newfield
Title: Authorized Signatory

EXCELLON RESOURCES INC.

By (signed) "Shawn Howarth"
Name: Shawn Howarth
Title: President and CEO

SCHEDULE A

LOAN AND SECURITY DOCUMENTS

[Schedule redacted for proprietary reasons.]

SCHEDULE B

PREMIER/ADAR DEBT SECURITY REGISTRATIONS

[Schedule redacted for proprietary reasons.]

Schedule “C”

Terms of Back In Right Agreement and Joint Venture Shareholders Agreement

[Schedule redacted for proprietary reasons.]

Schedule “D”

Terms of Net Smelter Return Royalty

[Schedule redacted for proprietary reasons.]

Schedule “E”

Terms of Lead/Zinc Stream (the “Stream”)

[Schedule redacted for proprietary reasons.]

Schedule “F”

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is dated as of June 23, 2025.

BETWEEN:

ADAR MINING CORP. ("Assignor")

-and-

EXCELLEN RESOURCES INC. ("Assignee")

RECITALS:

A. As at May 31, 2025, Premier Silver Corp. ("Premier") and 1267104 B.C. Ltd. ("126") were indebted to the Assignor [competitive information redacted for commercial reasons] pursuant to the loan documents described in Schedule A hereto (such documents, the "Loan Documents", and the indebtedness owing thereunder, the "Premier/Adar Debt").

B. As security for the Premier/Adar Debt, Premier, 126 and certain other entities have granted guarantees and security charging their respective property, assets and undertaking, and such guarantees and security are also described in Schedule A hereto (collectively, together with all present and future guarantees and security agreements, undertakings, commitments and agreements entered into, assumed by or assigned to the Assignor and all moneys and proceeds payable thereunder to the Assignor or to anyone on its behalf in respect of the Premier/Adar Debt, the "Premier/Adar Debt Security").

C. In connection with the Premier/Adar Debt Security, certain financing statements and registrations were made under the Personal Property Security Act (British Columbia), as described in Schedule B hereto (collectively, together with all present and future financing statements and registrations made in connection with the Premier/Adar Debt Security, the "Premier/Adar Debt Security Registrations").

D. Pursuant to the terms and conditions of the third amended and restated share purchase agreement dated April 29, 2025 between the Assignor and the Assignee (as may be amended from time to time, the "Adar/Excellon SPA") and this Agreement, the Assignor has agreed to assign, transfer and convey, and the Assignee has agreed to acquire, all of the Assignor's right, title and interest in and to the Loan Documents, the Premier/Adar Debt, the Premier/Adar Debt Security and the Premier/Adar Debt Security Registrations.

E. Pursuant to the terms of the Loan Documents, Assignor made a number of advances to Minera CRC S.A.C. ("Minera") [competitive information redacted for commercial reasons] (the "Minera/Adar Protective Advances"). [Competitive information redacted for commercial reasons]. The Assignor intends to assign, transfer and convey, and the Assignee agrees to acquire, all of the Assignor's right, title, and interest in a specified amount of the Minera/Adar Protective Advances (the "Assigned Minera/Adar Debt"). [Competitive information redacted for commercial reasons].

F. The Assignor is permitted to assign the Loan Documents, the Premier/Adar Debt, the Premier/Adar Debt Security, the Premier/Adar Debt Security Registrations, and the Assigned Minera/Adar Debt without the consent of Premier, 126 or any other person.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the parties hereto, intending to be legally bound hereby, hereby agree, subject to the terms and conditions set forth herein, as follows:

Definitions. Except as otherwise set forth herein, capitalized terms used and not defined in this Agreement shall have the respective meanings given to them in the Adar/Excellon SPA.
Assignment and Assumption. The Assignor hereby absolutely assigns, transfers and conveys to the Assignee, and the Assignee hereby accepts and assumes, effective as of the date of this Agreement, all of its right, title and interest in and to the Loan Documents, the Premier/Adar Debt, the Premier/Adar Debt Security, the Premier/Adar Debt Security Registrations and the Assigned Minera/Adar Debt, together with the full benefit of all rights, covenants, agreements, obligations, terms, conditions, representations and warranties of any nature or kind whatsoever arising from or out of or in any way in connection with the Loan Documents, the Premier/Adar Debt Security, the Premier/Adar Debt Security Registrations and the Assigned Minera/Adar Debt.
Covenants of the Assignor. The Assignor hereby covenants and agrees, with respect to the Premier/Adar Debt, the Premier/Adar Debt Security, the Premier/Adar Debt Security Registrations, and the Assigned Minera/Adar Debt that:

(a) if the Assignor receives any payments of principal, interest or other amounts in respect of the Premier/Adar Debt from Premier or any other party on behalf of Premier (including the guarantors) after the consummation of the transaction contemplated by this Agreement, the Assignor will hold such monies in trust for the Assignee and immediately remit such monies to the Assignee;

(b) if the Assignor receives any payments of principal, interest or other amounts in respect of the Assigned Minera/Adar Debt from Minera or any other party on behalf of Minera (including the guarantors) after the consummation of the transaction contemplated by this Agreement, the Assignor will hold such monies in trust for the Assignee and immediately remit such monies to the Assignee;

(c) the Assignor will, upon request by the Assignee, make, do, execute and deliver or cause to be made, done, executed or delivered, all such further assurances, acts, assignments, transfers, deeds and other documents or instruments as are necessary or appropriate in order to give effect to this Agreement and the transactions contemplated by this Agreement. In furtherance of the foregoing, the Assignor hereby authorizes the Assignee or its legal advisors, Bennett Jones LLP, to file all financing change statements with respect to the Premier/Adar Debt Security Registrations under applicable personal property security legislation or any similar type amending registrations under analogous legislation in respect of this Agreement, as the Assignee, acting reasonably, sees fit.

Representations of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows:

(a) the Assignor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite corporate power and capacity to enter into this Agreement and consummate the transactions contemplated by this Agreement;

(b) the Assignor has obtained all approvals or consents necessary or required to enter into this Agreement and consummate the transactions contemplated by this Agreement, including the assignments hereunder;

(c) the execution and delivery of this Agreement by the Assignor and the consummation of the transactions contemplated by this Agreement will not: (i) violate or breach the law under which the Assignor

is incorporated; or (ii) conflict with or violate any law to which the Assignor or any of its assets are subject to or affected;

(d) this Agreement constitutes a legal, valid and binding obligation of the Assignor, enforceable against the Assignor in accordance with its terms subject to the usual exceptions as to bankruptcy and the availability of equitable remedies;

(e) the Premier/Adar Debt and the Premier/Adar Debt Security has been validly assigned to the Assignor;

(f) [competitive information redacted for commercial reasons];

(g) [competitive information redacted for commercial reasons];

(h) to the knowledge of the Assignor, the Loan Documents, certified copies of which have been delivered to the Assignee on or prior to the date hereof, are the only agreements, documents or instruments relating to or evidencing the Premier/Adar Debt and the Premier/Adar Debt Security, and the Assignor has not previously assigned any of them, or the right to receive payment thereof, to any other party; and

(i) the Premier/Adar Debt and the Assigned Minera/Adar Debt are owing and payable to the Assignor and the Assignor is assigning the Loan Documents, the Premier/Adar Debt, the Premier/Adar Debt Security and the Assigned Minera/Adar Debt to the Assignee free and clear of any liens, claims or encumbrances.

(j) [competitive information redacted for commercial reasons].

Further Assurances. Each of the parties to this Agreement shall, from time to time, at the request of the other party, execute and deliver such further documents and do such other things as the other party may reasonably request to give full effect to the intent and purpose of this Agreement.
Successors and Assigns. This Agreement shall be binding upon and shall ensure to the benefit of the parties hereto and their respective successors and permitted assigns.
Counterparts and Electronic Transmission. This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts, all of which, when taken together, will be deemed to constitute one and the same agreement. Counterparts may be executed by electronic means (including by electronic signature) and delivered by email or other means of electronic transmission, and any such execution and delivery will be deemed to have the same legal effect as delivery of an original signed counterpart of this Agreement.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the province of Ontario, and the federal laws of Canada applicable therein. The parties hereby irrevocably and unconditionally attorn and submit to the non-exclusive jurisdiction of the courts of the Province of Ontario.
Adar/Excellon SPA. This Agreement does not amend or otherwise modify or limit any of the provisions of the Adar/Excellon SPA.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date written above.

ASSIGNOR:
ADAR MINING CORP.

By:
Name: Warren Newfield
Title: Authorized Signatory

ASSIGNEE:
EXCELLON RESOURCES INC.

By:
Name: Shawn Howarth
Title: President and Chief Executive Officer

SCHEDULE A
LOAN AND SECURITY DOCUMENTS

[Schedule redacted for proprietary reasons.]

SCHEDULE B

PREMIER/ADAR DEBT SECURITY REGISTRATIONS

[Schedule redacted for proprietary reasons.]

AI assistant

Excellon Resources Inc. M&A Activity 2025

43137_rns_2025-07-15_a64dc9f1-0df3-41cc-9b49-5a9f8feea5aa.pdf

THIRD AMENDED AND RESTATED SHARE PURCHASE AGREEMENT

Recitals

ARTICLE I

Definitions

ARTICLE II

ARTICLE III

Section 3.01 Corporate Status and Authorization of Vendor

Section 3.02 No Conflicts; Consents

Section 3.03 Legal Proceedings

ARTICLE IV

Section 4.01 Corporate Status and Authorization of Purchaser

Section 4.02 No Conflicts; Consents

Section 4.03 Legal Proceedings

Section 4.04 Issuance of Adar Consideration Shares

Section 4.05 Listing of the Purchaser Common Shares

Section 4.06 Regulatory Matters

ARTICLE V

Section 5.03 TSX Approval and Shareholder Approval.

Section 5.04 Listing of Securities.

Section 5.05 Confidentiality.

ARTICLE VII

ARTICLE VIII

ARTICLE IX

Section 9.04 Headings

Section 9.05 Severability

Section 9.06 Entire Agreement

Section 9.07 Successors and Assigns

Section 9.08 No Third-Party Beneficiaries

Section 9.09 Amendment and Modification; Waiver

Section 9.10 Governing Law; Forum Selection

SCHEDULE B

PREMIER/ADAR DEBT SECURITY REGISTRATIONS

AI assistant

Excellon Resources Inc. — M&A Activity 2025

43137_rns_2025-07-15_a64dc9f1-0df3-41cc-9b49-5a9f8feea5aa.pdf

THIRD AMENDED AND RESTATED SHARE PURCHASE AGREEMENT

Recitals

ARTICLE I

Definitions

ARTICLE II

ARTICLE III

Section 3.01 Corporate Status and Authorization of Vendor

Section 3.02 No Conflicts; Consents

Section 3.03 Legal Proceedings

ARTICLE IV

Section 4.01 Corporate Status and Authorization of Purchaser

Section 4.02 No Conflicts; Consents

Section 4.03 Legal Proceedings

Section 4.04 Issuance of Adar Consideration Shares

Section 4.05 Listing of the Purchaser Common Shares

Section 4.06 Regulatory Matters

ARTICLE V

Section 5.03 TSX Approval and Shareholder Approval.

Section 5.04 Listing of Securities.

Section 5.05 Confidentiality.

ARTICLE VII

ARTICLE VIII

ARTICLE IX

Section 9.04 Headings

Section 9.05 Severability

Section 9.06 Entire Agreement

Section 9.07 Successors and Assigns

Section 9.08 No Third-Party Beneficiaries

Section 9.09 Amendment and Modification; Waiver

Section 9.10 Governing Law; Forum Selection

SCHEDULE B

PREMIER/ADAR DEBT SECURITY REGISTRATIONS

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