Fuerte Metals Corporation — Capital/Financing Update 2024

Feb 8, 2024

Execution Version

AGENCY AGREEMENT

December 20, 2023

Atacama Copper Corporation 550 - 800 West Pender Street Vancouver, BC, Canada V6C 2V6

TCP1 Corporation 45 Hazelton Avenue, Suite C Toronto, ON, Canada M5R 2E3

Attention: Tim Warman, Chief Executive Officer and Director, Atacama Copper Corporation John Graham, President and Director, TCP1 Corporation

Dear Sirs:

Cormark Securities Inc. and Stifel Nicolaus Canada Inc. (together, the “ Agents ”), as co-lead agents and cobookrunners, understand that Atacama Copper Corporation (“ Atacama ”) intends to create, issue and sell up to 72,222,222 subscription receipts of Atacama (each, a “ Subscription Receipt ”), having the terms described herein, at a price of $0.18 (the “ Offering Price ”) per Subscription Receipt, for aggregate gross proceeds to Atacama of up to approximately $13,000,000 (the “ Offering ”).

The Subscription Receipts will be created and issued pursuant to a subscription receipt agreement (the “ Subscription Receipt Agreement ”) among Atacama, the Agents and TSX Trust Company of Canada, appointed as subscription receipt agent pursuant to the terms of the Subscription Receipt Agreement (the “ Subscription Receipt Agent ”), to be dated as of the Closing Date (as defined below).

The Subscription Receipts are being issued in connection with the proposed Business Combination (as defined below) involving TCP1 Corporation (“ TCP1 ”), Subco (as defined below), and Atacama, being a company listed on the TSXV (as defined below), pursuant to the Definitive Agreement (as defined below). Pursuant to the Definitive Agreement and in addition to the transactions contemplated to be completed under the Offering, among other things: (i) Atacama will complete the Consolidation (as defined below); (ii) pursuant to the terms of the Definitive Agreement, the following steps, among other things, will occur: (a) Subco and TCP1 will complete the Amalgamation (as defined below) and in connection therewith, among other things; (1) the Share Exchange (as defined below) shall be completed, pursuant to which the TCP1 Shares shall be exchanged for Resulting Issuer Shares (as defined below); (2) each common share of Subco shall be converted into one common share of Amalco; and (iii) Amalco will become a wholly-owned subsidiary of Atacama. The Business Combination and the transactions contemplated thereby will be subject to the approval of the TSXV and closing conditions customary in transactions of such nature.

At the Closing Time, if the terms and conditions contained in this Agreement have been complied with to the satisfaction of the Agents or waived by the Agents, among other things, the Agents will deliver the Net Proceeds (as defined below) to the Subscription Receipt Agent to be deposited and held in escrow by the Subscription Receipt Agent and shall be invested pursuant to the terms of the Subscription Receipt Agreement, until the earlier of: (i) satisfaction of the Escrow Release Conditions (as defined below) and the Escrow Release (as defined below), or (ii) the occurrence of a Termination Event (as defined below).

Pursuant to and in accordance with the Subscription Receipt Agreement, and provided the Escrow Release Conditions have been satisfied or waived prior to the Escrow Release Deadline (as defined below) and, upon receipt of proper notice thereof in accordance with the terms of the Subscription Receipt Agreement,

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the Subscription Receipt Agent shall immediately release and pay to Atacama (the “ Escrow Release ”) an amount equal to the Escrowed Funds (as defined below), less the Agents’ Fee (as defined below) and any interest earned thereon, held by the Subscription Receipt Agent, and at such time, each Subscription Receipt will be converted and will entitle the holder thereof to receive, without payment of any additional consideration or further action on the part of the holder, prior to giving effect to the Consolidation and subject to adjustment (in certain circumstances), one Resulting Issuer Share .

If: (i) the Escrow Release Conditions are not satisfied prior to the Escrow Release Deadline, (ii) prior to the Escrow Release Deadline, the Definitive Agreement is terminated; or (iii) prior to the Escrow Release Deadline, Atacama advises the Agents, or publicly announces that it does not intend to satisfy the Escrow Release Conditions (each such event being a “ Termination Event ” and the date upon which such event occurs, the “ Termination Date ”), then as soon as practicable following the Termination Event and in any event within three Business Days (as defined below) following the Termination Date, Atacama shall deliver a notice to: (a) the Agents, and (b) the Subscription Receipt Agent, following which the Subscription Receipt Agent is to return, in accordance with the terms of the Subscription Receipt Agreement, to each Subscription Receipt holder their respective aggregate Offering Price plus a pro rata portion of interest actually earned thereon, less applicable withholding taxes, if any, and the Subscription Receipts will be cancelled without any further action on the part of the holders thereof. Atacama covenants to make up any shortfall in the Escrowed Funds (the “ Shortfall Amount ”) so that the holders of the Subscription Receipts receive a full refund of their aggregate Offering Price plus a pro rata share of interest actually earned thereon, less applicable withholding taxes, if any.

The Subscription Receipts will be offered to Purchasers (as defined below) resident in the Selling Jurisdictions (as defined below) within Canada by way of a private placement to “accredited investors” as such term is defined in NI 45-106 (as defined below). The Subscription Receipts may also be offered in the United States to Purchasers who are Qualified Institutional Buyers (as defined below) or U.S. Accredited Investors (as defined below) in accordance with Schedule “A” attached hereto, which forms part of this Agreement. The Subscription Receipts may be distributed in Selling Jurisdictions outside of Canada and the United States in such jurisdictions as Atacama and the Agents may agree, where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdiction.

In consideration of the Agents’ services to be rendered in connection with the Offering, Atacama agrees to pay the Agents’ Fee and issue the Compensation Warrants to the Agents on the date of Escrow Release, all as more particularly set out in this Agreement.

Atacama agrees that the Agents will be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, in each case acceptable to Atacama, acting reasonably, as its agents to assist with the Offering in the Selling Jurisdictions and that the Agents may determine 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’ Fee payable to the Agents under this Agreement.

The terms and conditions of the Subscription Receipts herein are a summary only and are subject in all respects to the terms and conditions of the Subscription Receipt Agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement shall prevail.

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

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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:

“ Affiliates ” means affiliates of the Agents;

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

“ Agents’ Expenses ” has the meaning ascribed thereto in Section 14.1;

“ Agents’ Fee ” has the meaning ascribed thereto in Section 16.1;

“ Agreement ” means this agency agreement resulting from the acceptance by Atacama of the offer made by the Agents hereby;

“ Amalco ” means the corporation formed upon the Amalgamation;

“ Amalgamation ” means the amalgamation of TCP1 with Subco pursuant to the OBCA and in accordance with the terms of the Definitive Agreement;

“ Applicable Anti-Money Laundering Laws ” has the meaning ascribed thereto in Section 8.1(ll);

“ Applicable Securities Laws ” means, as applicable, the securities Laws, regulations, rules, rulings and orders in each of the Selling Jurisdictions, and the applicable policy statements, notices, blanket rulings, orders and all other regulatory instruments of the Securities Regulators in each of the Selling Jurisdictions;

“ Assets ” means the assets, undertaking, property and rights of TCP1 of every kind and description and wheresoever situated, including the Contracts to which TCP1 is a party or has rights or obligations under and all other assets and property that TCP1 purports to own and all assets and property reflected as being owned by TCP1 in its respective financial books and records;

“ Atacama ” means Atacama Copper Corporation;

“ Atacama Disclosure Schedule ” means the disclosure schedule of Atacama attached as Schedule C to the Definitive Agreement;

“ Atacama Financial Statements ” means: (i) the audited financial statements of Atacama for the years ended December 31, 2021 and December 31, 2022; and (ii) the unaudited condensed interim consolidated financial statements of Atacama for the nine months ended September 30, 2023;

“ Atacama Material Contracts ” has the meaning ascribed thereto in Section 8.1(p);

“ Atacama Properties ” means, collectively, the Placeton Project, the El Cofre Project, and any other permit, claim, licence, lease, concession, tenement, mineral disposition, mineral lease or other form of title or tenure, or other right, whether contractual, statutory or otherwise, in which Atacama holds any title or interest;

“ Atacama Shares ” means the common shares in the capital of Atacama;

“ Authorization ” means any order, permit, approval, consent, waiver, license, certificates, registrations or similar authorization of any Governmental Authority having jurisdiction including, but not limited to, environmental permits;

“ BCBCA ” means the Business Corporations Act (British Columbia);

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“ Business Combination ” means the three-cornered amalgamation and related transactions contemplated to be completed in accordance with the Definitive Agreement;

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

“ Canadian Securities Laws ” means, collectively, all Canadian Applicable Securities Laws;

“ Claim ” has the meaning ascribed thereto in Section 13.1;

“ Closing ” means the completion of the sale of the Subscription Receipts as contemplated by this Agreement and the Subscription Agreements (which may for the avoidance of doubt be completed in one or more tranches);

“ Closing Date ” means December 20, 2023, or such other date or dates upon which a Closing occurs, as TCP1, Atacama and the Agents may mutually agree;

“ Closing Time ” means 8:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as TCP1, Atacama and the Agents may mutually agree;

“ Companies ” means, collectively, Atacama and TCP1, and “ Company ” means any one of them;

“ Compensation Warrants ” has the meaning ascribed thereto in Section 16.2 ;

“ Compensation Warrant Certificates ” means the definitive certificates representing the Compensation Warrants issuable to the Agents in connection with the Offering;

“ Consolidation ” means the consolidation of the issued and outstanding Atacama Shares at a ratio of six (6) pre-Consolidation Atacama Shares for each one (1) post-Consolidation Atacama Shares or such other ratio to be determined by Atacama and TCP1 prior to Escrow Release and in accordance with terms of the Definitive Agreement;

“ Contaminants ” means any radioactive materials, asbestos materials, urea formaldehyde, hydrocarbon contaminants, underground or above-ground tanks, pollutants, contaminants, deleterious substances, dangerous substances or goods, hazardous, corrosive, or toxic substances, special waste or waste of any kind, or any other substance, the storage, manufacture, disposal, treatment, generation, use, transport, remediation, or Release into the environment which is prohibited, controlled, or regulated under Environmental Laws;

“ Contract ” means any agreement, contract, licence, undertaking, option, engagement, or commitment of any nature, written or oral, including any: (i) lease of personal property, (ii) unfilled purchase order, (iii) forward commitment for supplies or materials or other forward contract, (iv) derivative contract and (v) restrictive agreement or negative covenant agreement;

“ Criscora ” means Criscora S.A. de C.V.;

“ Cristina Project ” means the mineral claims, concessions, leases and assets comprising the Cristina Project, as described in the Cristina Project Technical Report;

“ Cristina Project Technical Report ” means the technical report titled “Technical Report on the Mineral Resource for the Cristina Project” prepared for TCP1 and Atacama by Jacob W. Richey, PE, with an effective date of January 1, 2023 and issue date of December 1, 2023;

“ Definitive Agreement ” means the business combination agreement dated December 15, 2023 among Atacama, TCP1, and Subco pursuant to which, among other things, the Consolidation, the Business

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Combination and Amalgamation shall be completed, which, for greater certainty, includes the TCP1 Disclosure Schedule and Atacama Disclosure Schedule delivered concurrently therewith;

“ Disclosure Document ” means a filing statement or circular providing disclosure with respect to the Resulting Issuer in the form of TSXV Form 3D1/3D2 and filed or delivered in connection with the Business Combination and the transactions contemplated thereby;

“ El Cofre Project ” means the mineral property of Atacama referred to as the “El Cofre Project”, as more particularly described in the Public Disclosure Record;

“ Employee Plans ” means, with respect to a party to this Agreement (the “ Applicable Party ”), all employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, stock award, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to the current or former directors, officers, or employees of the Applicable Party and its subsidiaries, maintained, funded or sponsored or required to be contributed to by the Applicable Party or a subsidiary thereof, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered, under which the Applicable Party or a subsidiary thereof may have or would be reasonably expected to have any material Liability, contingent or otherwise, except for any statutory plans to which the Applicable Party or any of its subsidiaries is obliged to contribute or comply with including the Canada/Québec Pension Plan, or plans administered pursuant to applicable federal or provincial health, worker’s compensation or employment insurance legislation;

“ Encumbrance ” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition that, in substance secures payment or performance of an obligation;

“ Engagement Letter ” means the engagement letter entered into among Agents, Atacama and TCP1 dated October 26, 2023;

“ Environmental Law ” has the meaning ascribed thereto in Section 9.1(n)(vi);

“ Environmental Permit ” has the meaning ascribed thereto in Section 9.1(n)(vii);

“ Escrow Release Conditions ” means, collectively:

• (a) the receipt of all necessary corporate, regulatory, shareholder, and other approvals or consents necessary in connection with the Offering, Business Combination and the TSXV Listing Approval;

• (b) the completion or satisfaction of all of the conditions precedent to the Business Combination, substantially in accordance with the Definitive Agreement, other than the Consolidation and the Amalgamation, to the satisfaction of the Agents;

• (c) delivery of a legal opinion of counsel to Atacama that the Resulting Issuer Shares issuable upon conversion of the Subscription Receipts will not be subject to a hold period under Canadian Securities Laws; and

• (d) Atacama and the Agents having delivered a joint notice to the Subscription Receipt Agent confirming that the conditions set forth in (a), (b), and (c) above have been met or waived.

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As a condition precedent to the execution by the Agents of the joint notice referred to in (d) above, the Chief Executive Officer of Atacama (or such other officers as may be acceptable to the Agents) shall certify to the Agents that the Escrow Release Conditions in (a) and (b) above have been satisfied.

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

“ Escrow Release Deadline ” means 5:00 p.m. (Toronto time) on March 31, 2024;

“ Escrowed Funds ” means the Net Proceeds, together with any interest and other income earned thereon, which funds shall be held in escrow by the Subscription Receipt Agent;

“ Governmental Authority ” means (i) any international, multinational, national, federal, provincial, state, municipal, local or other government or governmental or public ministry, department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, (iii) any quasi-governmental body exercising any regulatory, expropriation or taxing authority, or (iv) any stock exchange or securities market;

“ Governmental Charges ” means all Taxes, customs, duties, rates, levies, assessments, reassessments and other charges, unemployment insurance contributions, pension plan contributions and any deductions or other amounts which a Person is required by Law or Contract to pay, deduct, withhold, collect or remit to any Governmental Authority or other entities entitled to receive payment of such amounts, together with all penalties, interest and fines with respect thereto, payable to any Governmental Authority;

“ Gross Proceeds ” means the aggregate gross proceeds from the issuance and sale of the Subscription Receipts under the Offering;

“ IFRS ” means International Financial Reporting Standards issued by the International Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), as adopted in Canada by the Accounting Standards Board of the Chartered Professional Accountants of Canada, that are applicable to the circumstances as of the date of determination, consistently applied;

“ including ” means including without limitation (and “include” or “includes” have similar extended meanings);

“ Indemnified Parties ” has the meaning ascribed thereto in Section 13.1;

“ Investor Presentation ” means the confidential investor presentation of Atacama dated October 2023;

“ Laws ” means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, instruments, policies, notices, directions and judgments or other requirements having the force of law of any Governmental Authority having jurisdiction over the matter or Person then being referred to;

“ Liability ” of any Person means (i) any right against such Person to payment, whether or not such right is reduced to judgment, and whether or not the amount is liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii) any right against such Person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, and whether or not the amount is fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such Person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

“ Material Adverse Effect ” means, with respect to an entity, any event, occurrence, fact, condition or change that is, or would reasonably be expected to become, individually or in the aggregate, materially

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adverse to: (i) the business, operations, results of operations or condition (financial or otherwise) of such entity; or (ii) the ability of such entity to consummate the transactions contemplated under the Offering or the Business Combination on a timely basis;

“Material Subsidiaries ” means : (i) in respect of TCP1, Criscora; and (ii) in respect of Atacama, Subco, Atacama Cobre Ltd., Agencia en Chile (Chilean Branch), Aconcagua Minerals SpA and Cobalt Chile SpA;

“ misrepresentation ”, “ material fact ”, “ material change ”, “ affiliate ”, “ associate ”, and “ distribution ” have the respective meanings ascribed thereto in the Securities Act (British Columbia);

“ Net Proceeds ” means the Gross Proceeds less the Agents’ Expenses;

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

“ OBCA ” means the Business Corporations Act (Ontario);

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

“ Offering Documents ” means, collectively, this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Compensation Warrant Certificates, and the Investor Presentation;

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

“ Ordinary Course ” means, with respect to a party hereto, that such action or occurrence is consistent with past practices of such party and is taken or occurs in the ordinary course of the normal day-to-day operations of such party;

“ Permitted Encumbrances ” means: (i) Encumbrances for Taxes not yet due and delinquent; (ii) inchoate or statutory Encumbrances of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the Assets, provided that such Encumbrances are related to obligations not due or delinquent and in respect of which adequate holdbacks are being maintained as required by Law; (iii) the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of TCP1, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance; and (iv) Encumbrances listed and described in Schedule 3.02 of the TCP1 Disclosure Schedule;

“ 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;

“ Placeton Project ” means the mineral claims, concessions, leases and assets comprising the Placeton Project, as described in the Placeton Project Technical Report;

“ Placeton Project Technical Report ” means the technical report titled “NI 43-101 Report on the Placeton Project Region III of Atacama Latitude 28° 35’ S Longitude 70° 09’ W Chile” prepared for Atacama by Christian Fedderson Welkner, M.Sc. Geology, with an effective date of January 8, 2021 and report date of May 4, 2021;

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“ President’s List ” has the meaning ascribed thereto in Section 14.1;

“ Public Disclosure Record” means, collectively, all of the documentation which has been filed by or on behalf of the Atacama with the relevant securities regulators pursuant to the requirements of Canadian Securities Laws, including on SEDAR+, including all press releases, material change reports (excluding any confidential material change report), annual information forms, business acquisition reports, management’s discussion and analysis, management information circulars, and financial statements of Atacama;

“ Purchasers ” means the purchasers who purchase Subscription Receipts pursuant to the Subscription Agreements, and each such purchaser, a “ Purchaser ”;

“ QIB ” or “ Qualified Institutional Buyer ” means a “qualified institutional buyer” as such term is defined in Rule 144A(a)(1) under the U.S. Securities Act that is also a U.S. Accredited Investor;

“ Release ” includes any release, spill, leak, pumping, pouring, emission, emptying, discharge, injection, escape, leaching, migration, disposal or dumping;

“ Resulting Issuer ” means Atacama following completion of the Business Combination;

“ Resulting Issuer Shares ” means the Atacama Shares issued in connection with the Business Combination, including but not limited to those issued: (i) pursuant to the Share Exchange; and (ii) upon conversion of the Subscription Receipts; all pursuant to the terms of the Definitive Agreement and the Subscription Receipt Agreement, and “ Resulting Issuer Share ” means any one of them;

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

“ SEDAR+ ” means the System for Electronic Document Analysis and Retrieval+;

“ Selling Firm ” means the Agents, together with such other duly qualified investment dealers and brokers that shall offer the Subscription Receipts for sale on a private placement basis, as permitted by Applicable Securities Laws and in accordance with the terms and conditions of this Agreement;

“ Selling Jurisdictions ” means, collectively, (i) all of the provinces and territories of Canada, (ii) the United States, and (iii) such other jurisdictions outside of Canada and the United States as mutually agreed between Atacama and the Agents, provided that such sales are completed in such a manner so as not to require the filing of a prospectus, registration statement or offering memorandum or similar document and do not give rise to any disclosure obligations or submission to the jurisdiction in such jurisdictions on the part of Atacama;

“Share Exchange ” means the share exchange pursuant to which each shareholder of TCP1 will receive 64.815 post-Consolidation Resulting Issuer Shares in exchange for each TCP1 Share previously held;

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

“ Subco ” means 1000723052 Ontario Corporation, a wholly-owned subsidiary of Atacama;

“ Subscription Agreements ” means the subscription agreements for Subscription Receipts, in the forms agreed upon by Atacama and the Agents, for the purchase and sale of the Subscription Receipts to Purchasers pursuant to the Offering as contemplated herein and shall include, for greater certainty, all schedules thereto;

“ Subscription Receipt Agent ” has the meaning ascribed thereto on the face page of this Agreement;

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

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

“ subsidiary ” has the meaning ascribed thereto in the Business Corporations Act (British Columbia);

“ Tax Act ” means the Income Tax Act (Canada), as the same may be amended from time to time, and includes any regulations thereto;

“ Tax ” or “ Taxes ” means, in relation to any Person, any and all taxes, whether or not referred to as taxes, (including any and all fines, interest and penalties in respect thereof) of any nature imposed, levied, withheld or assessed on or with respect to the income, profits, gross receipts, sales, capital, assets, real property, personal property, production, employees, payroll, benefit payments, purchases, payments, receipts or gains of such Person (including, without limitation, any federal or state income, franchise or sales taxes, corporation capital tax, customs or excise duties or municipal license fees, withholding tax and any taxes and other deductions required to be paid or withheld from any payment made to any Person) by Canada or any province thereof, the United States of America or any political subdivision or taxing authority thereof or therein, or by any other country or any political subdivision or taxing authority thereof or therein;

“ Tax Returns ” means all returns, declarations, reports, information returns, and statements filed or required to be filed with any taxing authority relating to Taxes;

“ TCP1 ” has the meaning ascribed thereto on the face page of this Agreement;

“ TCP1 Business ” means the business of TCP1, being the exploration and development of mineral resource projects in Mexico;

" TCP1 Disclosure Schedule ” means the disclosure schedule of TCP1 attached as Schedule B to the Definitive Agreement;

“ TCP1 Financial Statements ” means: (i) the audited consolidated financial statements of TCP1 for the years ended December 31, 2020, December 31, 2021 and December 31, 2022; and (ii) unaudited interim financial statements for the nine months ended September 30, 2023;

“ TCP1 Material Contracts ” means (i) every Contract to which either of TCP1 or Criscora is a party requiring payment by or to either of TCP1 or Criscora of an amount in any one year in the aggregate of $50,000; (ii) every Contract to which either of TCP1 or Criscora is a party that has or would reasonably be expected to have any material direct or indirect effect (by license, assignment or otherwise) on the Assets or the TCP1 Business; and (iii) every Contract to which either of TCP1 or Criscora is a party with any directors, officers, shareholders, consultants or key employees of either of TCP1 or Criscora, but excluding employment contracts;

“ TCP1 Properties ” means, collectively, the Cristina Project and the Yecora Project and any other permit, claim, licence, lease, concession, tenement, mineral disposition, mineral lease or other form of title or tenure, or other right, whether contractual, statutory or otherwise, in which TCP1 or Criscora holds any title or interest;

“ TCP1 Share ” means common shares in the capital of TCP1, and “ TCP1 Share ” means any one of them;

“ TCP1 Technical Reports ” means, collectively: (i) the Cristina Project Technical Report; and (ii) the Yecora Project Technical Report.

“ Term Sheet ” means the term sheet of Atacama included in the Subscription Agreements in respect of the Offering;

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

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

“ Termination Notice ” means a written notice from Atacama addressed to the Subscription Receipt Agent and the Agents indicating that a Termination Event has occurred and directing the Subscription Receipt Agent to return all Escrowed Funds to the holders of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement, as applicable;

“ Transaction Documents ” means, collectively, the Offering Documents and the Definitive Agreement;

“ TSXV ” means the TSX Venture Exchange Inc.;

“ TSXV Listing ” means listing on the TSXV of the Resulting Issuer Shares issuable on completion of the Business Combination;

“ TSXV Listing Approval ” means the conditional approval of the TSXV for the TSXV Listing;

“ United States ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“ U.S. Accredited Investor ” means an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

“ U.S. Affiliates ” has the meaning ascribed thereto in Section 2.2;

“ U.S. Purchaser ” means (a) any Purchaser in the United States, (b) any person purchasing securities for the account or benefit of any person in the United States, (c) any person that receives or received an offer of the Subscription Receipts while in the United States, and (d) any person that is in the United States at the time the Purchaser’s buy order was made or such Subscription Agreement was executed or delivered;

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended.

“ Yecora Project ” means the mineral claims, concessions, leases and assets comprising the Yecora Project, as described in the Yecora Project Technical Report; and

“ Yecora Project Technical Report ” means the technical report “Technical Report Maiden Mineral Resource Estimation Yecora Project” prepared for TCP1 and Atacama by SEPOR Services LLC, with an effective date of August 4, 2023.

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 Governing Law: This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein and the parties hereto irrevocably accept and attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

1.4 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.

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1.5 Schedules: Schedule “A” – Compliance with United States Securities Laws, and Schedule “B” – Form of Lock-Up Agreement, each as attached to this Agreement, are deemed to be a part of this Agreement and are hereby incorporated by reference herein.

2. Nature of Transaction

2.1 Sale on Exempt Basis. Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, Atacama hereby appoints the Agents, as its exclusive agents, to offer for sale by way of private placement on a “best efforts” basis, the Subscription Receipts to be issued and sold pursuant to the Offering and the Agents agree that they will only solicit and arrange for purchasers of Subscription Receipts in the Selling Jurisdictions, in accordance with Applicable Securities Laws, and only to such Purchasers and in such a manner which will not trigger any obligation for any of the Companies to file a prospectus, a registration statement or other offering document with any Securities Regulator under Applicable Securities Laws or otherwise comply with any continuous disclosure or reporting obligation in any jurisdiction outside of Canada.

2.2 United States Sales. The parties to this Agreement acknowledge that the Subscription Receipts and Resulting Issuer Shares deliverable upon conversion thereof, have not been and will not be registered under the U.S. Securities Act or applicable securities Laws of any state of the United States, and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, 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. Accordingly, Atacama, the Agents and their respective U.S. Affiliates (as defined below) agree that any offers or sales to U.S. Purchasers shall be conducted only in the manner specified in Schedule “A” of this Agreement. All actions to be undertaken by the Agents in the United States in connection with the matters contemplated herein shall be undertaken through a duly registered U.S. broker-dealer Affiliate in good standing with the Financial Industry Regulatory Authority, Inc. (the “ U.S. Affiliates ”) or a U.S. registered broker-dealer that is a member of the selling group engaged in connection with such offer or sale.

2.3 Filings. Atacama 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 Atacama in connection with the issue and sale of the Subscription Receipts so that the distribution of the Subscription Receipts may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Securities Regulator in the Selling Jurisdictions, and the Agents agree to assist Atacama in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering, including, for the avoidance of doubt, the filing of a Form D with the United States Securities and Exchange Commission within 15 days of the first sale of the Subscription Receipts to a U.S. Purchaser and any such related filings as may be required by applicable securities Laws of any state of the United States to secure exemption from registration under such securities Laws for the sale of the Subscription Receipts in such states. All third-party fees payable in connection with such filings shall be paid by Atacama.

2.4 Solicitation of Orders. Neither the Companies nor the Agents shall: (i) provide to prospective purchasers of the Subscription Receipts 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 Investor Presentation; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including but not limited to, causing the sale of the Subscription Receipts 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

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and sale of the Subscription Receipts whose attendees have been invited by general solicitation or advertising.

3. The Business Combination and Regulatory Filings

3.1 The Companies, as applicable, shall use their commercially reasonable efforts to: (a) take all actions reasonably necessary or required to complete the Business Combination as soon as practicable and, in any event, on or before the Escrow Release Deadline, (b) take all actions reasonably necessary to ensure that the TSXV Listing Approval is obtained prior to the Escrow Release Deadline, and (c) prepare and, to the extent required, file all documents required by Securities Regulators in connection with the issuance and sale of the Subscription Receipts by Atacama and the issuance of the Resulting Issuer Shares upon the conversion of the Subscription Receipts so as to permit and enable such securities to be lawfully distributed on a prospectus exempt basis in the Selling Jurisdictions in accordance with this Agreement and the Subscription Agreements. The Companies shall allow and assist the Agents and their counsel to participate fully in the preparation of, and to approve the form of all documentation required in respect of the Offering. The Companies will permit and provide the Agents and their counsel with a reasonable opportunity to review and provide comments on the Disclosure Document prepared in connection with the Business Combination (and the Companies shall accept all comments provided by the Agents which the Companies consider reasonable).

4. Representations as to the Investor Presentation and the Disclosure Document

4.1 In carrying out its responsibilities, the Agents will necessarily rely on information prepared by or supplied by the Companies or their affiliates, including any of their respective officers, directors, employees, agents and other representatives. In this regard, the Agents will be entitled to rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will be liable for any damages arising out of the inaccuracy or incompleteness of such information. The Companies will bear sole responsibility for the accuracy and completeness of any disclosure document prepared by them in connection with the Offering or the Business Combination, including but not limited to the Disclosure Document.

4.2 The delivery to Purchasers of the Investor Presentation shall constitute a representation and warranty by each of the Companies that all respective information and statements contained in the Investor Presentation in respect of the respective Company (and the Resulting Issuer) are true and correct in all material respects at the time of delivery thereof, that the Investor Presentation contains no misrepresentation, and that no material fact or information has been omitted therefrom which is necessary to make the statements or information contained therein in respect of the respective Company (and the Resulting Issuer) not misleading in light of the circumstances under which they were made.

5. Representations, Warranties and Covenants of the Agents

5.1 Each Agent hereby severally, and neither jointly nor jointly and severally, represents, warrants and covenants to the Companies that (and will cause any members of its selling groups to):

• (a) it will conduct activities in connection with the sale and distribution of the Subscription Receipts in compliance with all Applicable Securities Laws and the provisions of this Agreement;

• (b) it has not and will not, directly or indirectly, sell or solicit offers to purchase the Subscription Receipts or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials (other than the Investor

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Presentation) in any country or jurisdiction so as to require registration of the Subscription Receipts or filing of a prospectus or similar document with respect thereto or compliance by the Companies with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the Applicable Securities Laws;

• (c) it will obtain from each Purchaser a completed and executed Subscription Agreement (including all certifications, forms, and other documentation contemplated thereby) and all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws or required by the Companies;

• (d) in connection with the Offering, it will not make any representation or warranty with respect to the Subscription Receipts other than as set forth in this Agreement or the Subscription Agreements;

• (e) it will provide to the Companies all necessary information in respect of the Agents (and will use its commercially reasonable efforts to provide to the Companies all necessary information in respect of the Subscribers and any selling group members) to allow the Companies to file, with the Securities Regulators, reports of the sale of the Subscription Receipts in accordance with applicable Securities Laws within ten days of the Closing Date;

• (f) it is duly registered pursuant to the provisions of the Applicable Securities Laws and is 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 or, with respect to actions undertaken in the United States and/or with respect to U.S. Purchasers, through a U.S. Affiliate as described in Section 2.2.

6. Covenants of the Companies

6.1 Each of the Companies, individually and without liability for the other, hereby covenant to the Agents, the U.S. Affiliates and to the Purchasers, as applicable, and acknowledge that each of them is relying on such covenants in connection with the purchase of the Subscription Receipts and the completion of the Offering, as follows:

• (a) Atacama shall duly execute and deliver, at or prior to the Closing Time, the Subscription Agreements (subject to the applicable rights to accept or reject a subscription, in whole or in part), the Subscription Receipt Agreement and the certificates evidencing the Subscription Receipts (if any), and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by Atacama;

• (b) the Companies shall use their commercially reasonable efforts to fulfill, at or prior to the Closing Time, each of the conditions set out in Section 10;

• (c) the Companies shall deliver to the Agents copies of all material correspondence and other written communications between the Companies and the TSXV, and between the Companies and the Securities Regulators, relating to the Offering and the Business Combination and will generally keep the Agents apprised of the progress and status of,

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including all favourable and materially adverse developments relating to the Offering or the Business Combination;

• (d) Atacama shall ensure that the Subscription Receipts upon issuance shall be duly and validly created, authorized and issued on payment of the Offering Price therefor, and shall have attributes corresponding in all material respects to the description thereof set forth in the Subscription Agreements and the Subscription Receipt Agreement;

• (e) Atacama shall duly execute and deliver, at or prior to the Closing Time, the Compensation Warrant Certificates and ensure that the Compensation Warrants shall be duly and validly created, authorized and issued, and shall have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Compensation Warrant Certificates;

• (f) prior to the completion of the Business Combination, Atacama shall have a sufficient number of Resulting Issuer Shares authorized and allotted for issuance: (i) upon completion of the Share Exchange; (ii) in exchange for the Resulting Issuer Shares to be issued upon the full conversion of the Subscription Receipts; (iii) upon full exercise of the Compensation Warrants;

• (g) Atacama shall ensure that the Resulting Issuer Shares, upon issuance, are duly and validly issued as fully paid and non-assessable common shares of the Resulting Issuer, and shall have the attributes corresponding in all material respects to the description thereof set forth in this Agreement, the Subscription Agreements and the Subscription Receipt Agreement;

• (h) Atacama will comply in all material respects with the terms of the Subscription Receipt Agreement;

• (i) the Companies shall not amend, modify, delete or waive any material provision of the Definitive Agreement without the prior written consent of the Agents, such consent not to be unreasonably withheld or delayed;

• (j) the Resulting Issuer shall use the net proceeds of the Offering on a basis consistent, in all material respects, with that described in the Investor Presentation and Disclosure Document;

• (k) on or prior to the Closing Date, Atacama shall retain the Subscription Receipt Agent or a substituted licensed trust company acceptable to the Agents, acting reasonably, as subscription receipt agent in respect of the Subscription Receipts;

• (l) the Companies, and following the completion of the Business Combination, the Resulting Issuer, shall not issue or sell any common shares or financial instruments convertible or exchangeable into common shares of such entities, other than: (i) for purposes of director or employee stock options or other security based compensation arrangements, (ii) to satisfy existing instruments of the Companies already issued as of the date of the Engagement Letter or to be issued in connection with closing of the Business Combination, and (iii) in connection with an arm’s length property acquisition transaction or other corporate acquisitions by the Resulting Issuer, for a period of 120 days from the date of the Escrow Release, without the prior consent of the Agents, such consent not to be unreasonably withheld;

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• (m) Atacama shall cause each of the directors, officers, and 20%+ shareholders of the Resulting Issuer to execute and deliver lock-up agreements in the form of Schedule “B” attached to this Agreement at or prior to the Closing Time in accordance with Section 10.1(j);

• (n) the Companies shall use their commercially reasonable efforts to ensure the TSXV Listing Approval is obtained prior to the Escrow Release Deadline;

• (o) in the event of a Termination Event, Atacama shall remit the Shortfall Amount, if any, to the Subscription Receipt Agent forthwith following provision of the Termination Notice in accordance with the terms of the Subscription Receipt Agreement;

• (p) the Companies shall use their commercially reasonable efforts to have executed and delivered all such agreements and other instruments as are necessary to give effect to the Business Combination (including those in respect of Subco) as soon as reasonably possible following the Closing Date;

• (q) the Companies shall use their commercially reasonable efforts to obtain all consents, including approvals, permits, authorizations or filings as may be required under applicable corporate Laws and Applicable Securities Laws or otherwise necessary for the execution and delivery of and the performance by the Companies of their obligations under the Transaction Documents, as applicable;

• (r) during the period commencing on the date hereof and until completion of the distribution of the Resulting Issuer Shares issuable upon conversion of the Subscription Receipts, the Companies, or any one of them, will promptly provide to the Agents drafts of any press releases of the Companies, or any one of them, 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 Agents and their counsel, 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 applicable rules thereunder and shall include an appropriate notation as follows: “ Not for distribution to U.S. news wire services or dissemination in the United States” and “ This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available”;

• (s) the Companies shall forthwith notify the Agents of any breach of any covenant the Transaction Documents by any party thereto, or upon it becoming aware that any representation or warranty of the Companies contained in the Transaction Documents is or has become untrue or inaccurate in any material respect; and

• (t) the Companies shall use their commercially reasonable efforts to complete the Consolidation, Amalgamation, and any remaining steps for full completion of the Business Combination as soon as reasonably possible following the Escrow Release.

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7. Material Changes

7.1 During the period from the date hereof to the earlier to occur of: (i) the completion of the Business Combination, and (ii) the Escrow Release Deadline, the Agents will be kept fully informed of all material changes affecting the Companies and the Companies shall, upon becoming aware of same, promptly notify the Agents (and, if requested by the Agents, confirm such notification in writing) of:

• (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Companies or their subsidiaries or affiliates, as the case may be, or on the market price or value of the Subscription Receipts or other securities of the Companies;

• (b) other than in the ordinary course in connection with the Business Combination, any notice by any judicial or regulatory authority requesting any information, meeting or hearing relating to the Companies and their respective affairs, or the Offering or Business Combination; or

• (c) any change in any material fact contained in the Investor Presentation or the Disclosure Document or any amendments or supplements thereto, in respect of the Companies which change is, or may be, of such a nature as to result in a misrepresentation in the Investor Presentation or the Disclosure Document or which would result in the Investor Presentation or the Disclosure Document, as the case may be, not complying (to the extent that such compliance is required) with Canadian Securities Laws.

During the period from the date hereof to the completion of the Business Combination, the Companies shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under Canadian Securities Laws as a result of such change.

8. Representations and Warranties of Atacama

8.1 Atacama hereby represents and warrants to the Agents, the U.S. Affiliates and the Purchasers, and acknowledges that each of them is relying on such representations and warranties in connection with the purchase of the Subscription Receipts and the completion of the Offering, as at the Closing Time, follows:

• (a) Incorporation. Each of Atacama and Subco is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as currently conducted. Neither the nature of its activities or business nor the location or character of the assets owned, operated or leased by Atacama require it to be registered, licensed or otherwise qualified as a foreign corporation or to be in good standing in any jurisdiction other than the jurisdictions where it is so registered, licensed or qualified. No proceedings have been instituted or are pending for the dissolution or liquidation of Atacama or Subco.

• (b) Subsidiaries. Except for its ownership of outstanding shares of Subco, Atacama Cobre Ltd., Agencia en Chile (Chilean Branch), Aconcagua Minerals SpA and Cobalt Chile SpA, Atacama does not have any interest in any body corporate, partnership, joint ventures or other entity or Person. Neither of Atacama nor Subco is a party to any agreement, option or commitment to acquire any shares or securities of any body corporate, partnership, trust, joint venture or other entity or Person other than in

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connection with the Business Combination. All of the shares of Subco held by Atacama are held, free and clear of all Encumbrances, claims or demands of any kind whatsoever other than Permitted Encumbrances. All of such shares and securities have been fully authorized and validly issued and in the case of shares are outstanding as fully paid and non-assessable shares. No other securities of Subco are issued and outstanding, and no other securities of Subco will be issued and outstanding at the Escrow Release.

• (c) Bankruptcy, etc. No bankruptcy, insolvency, commercial proposal, assignment to creditors or receivership proceedings have been instituted by Atacama or Subco or, to the knowledge of Atacama, are pending against Atacama or Subco and Atacama is able to pay its debts and other obligations as they become due in the Ordinary Course.

• (d) Due Authorization, etc. Subject to Atacama obtaining the written consent of a majority of the shareholders of Atacama consenting to the Business Combination in accordance with the requirements of the TSXV and Atacama, as sole shareholder of Subco, approving by unanimous shareholder resolution the Amalgamation: (i) each of Atacama and Subco has all necessary corporate power, capacity and authority to enter into the Transaction Documents to which they are a party and to carry out its obligations under the Transaction Documents to which they are a party and to undertake the Business Combination and the Offering, as applicable; and (ii) each of the Transaction Documents to which they are a party have been duly authorized, executed and delivered by each of Atacama and Subco, as applicable, and constitutes a valid and binding obligation of each of Atacama and Subco, as applicable, enforceable against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunctions are in the discretion of the court from which they are sought.

• (e) Absence of Conflict. The entering into, and the performance by Atacama and Subco of the transactions contemplated in the Transaction Documents:

• (i) do not and will not require any consent, permit, approval, Authorization or order of any Governmental Authority, except that which may be required under Applicable Securities Laws or the rules of the TSXV and any approval or authorization under the: (i) BCBCA that may be required for the Consolidation; and (ii) and OBCA that may be required for the Business Combination;

• (ii) do not and will not contravene any applicable Laws or any rule or regulation of any Governmental Authority which is binding on Atacama, where such contravention would reasonably be expected to have a Material Adverse Effect; and

• (iii) does not and will not violate, result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of (i) the constating documents of Atacama or Subco, or any resolution of the directors or shareholders of Atacama or Subco, or (ii) any Contract to which Atacama or Subco is a party or by which the assets or the business of Atacama is bound or affected, or (iii) any judgment, decree or order or any term or provision thereof applicable to Atacama or Subco or any of the assets or the business of Atacama, which breach,

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conflict or default would reasonably be expected to have a Material Adverse Effect or to result in the creation of any Encumbrance upon any of the assets of Atacama.

• (f) Capital Stock. The authorized share capital of Atacama consists of an unlimited number of common shares without nominal or par value, of which 35,940,488 Atacama Shares are issued and outstanding as fully paid and non-assessable shares in the capital of Atacama. The authorized capital of Subco consists of an unlimited number of common shares without nominal or par value, of which 100 common shares are outstanding, all of which are held by Atacama. All of the issued shares of Atacama and Subco have been duly and validly issued in compliance with applicable Law and are outstanding as fully paid and non-assessable shares in the capital of Atacama and Subco, respectively.

• (g) Options and Other Convertible Securities. Other than: (i) 1,620,000 stock options, 370,000, restricted share units, and 7,029,167 common share purchase warrants of Atacama each exercisable for one Atacama Share, no Person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option or right or privilege, for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of Atacama or Subco or for the issue of any other securities of any nature or kind of Atacama or Subco.

• (h) Voting Agreement. Atacama is not a party to any agreement nor, to the knowledge of Atacama, is there any agreement which in any manner effects the voting control of any securities of Atacama.

• (i) Financial Statements. The Atacama Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with that of preceding periods, and:

• (i) the consolidated statements of financial position included in such Atacama Financial Statements fairly present, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of Atacama on the respective dates thereof and do not omit to state any material fact that is required by IFRS or by applicable Laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;

• (ii) the consolidated statements of loss and comprehensive loss and consolidated statements of cash flows included in the Atacama Financial Statements fairly present, in all material respects, the results of operations of Atacama Copper for the fiscal periods then ended; and

• (iii) there are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of Atacama and Subco which are required to be disclosed and are not disclosed or reflected in the Atacama Financial Statements and neither Atacama or Subco have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Atacama Financial Statements.

• (j) Absence of Changes. Except as set out in the Atacama Financial Statements, since incorporation, there has not been any material adverse change in the results of operations, financial condition, assets, properties, capital, liabilities (contingent or

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otherwise), cash flow or business operations of Atacama that would reasonably be expected to have a Material Adverse Effect.

• (k) Internal Controls Over Financial Reporting. To the knowledge of Atacama, prior to the date of this Agreement, there is no fraud, whether or not material, that involves management or other employees who have a significant role in Atacama’s internal control over financial reporting. Since incorporation and prior to the date of this Agreement, Atacama has received no (x) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of Atacama regarding questionable accounting or auditing matters.

• (l) No Restrictions on Activities. Atacama is not a party to or bound or affected by any commitment, Contract or document containing any covenant which in any way expressly limits the freedom of Atacama to compete in any line of business, or to use, transfer or move any of its assets or operations, or which materially or adversely affects the business practices, operations or condition of Atacama or Subco, respectively, and taken as a whole.

• (m) Liabilities. Other than expenses incurred in connection with the Business Combination and in the Ordinary Course and as set forth in Schedule 4.13 of the Atacama Disclosure Schedule, Atacama has no outstanding Liabilities (accrued, absolute, contingent or otherwise), except as disclosed in the Atacama Financial Statements.

• (n) Non-Arm’s Length Transactions. Except as disclosed in the Atacama Financial Statements, Atacama has not engaged in any transaction with, made any payment or loan to, or borrowed any monies from or is otherwise indebted to, any director, officer, employee or shareholder of Atacama or any other Person with whom Atacama is not dealing at arm’s length (within the meaning of the Tax Act) or any Affiliate of any of the foregoing, except for amounts due as normal compensation or reimbursement of ordinary business expenses.

• (o) No Guarantees. Atacama is not bound by any Contract, assurance, bond, undertaking or guarantee under or pursuant to which it has guaranteed or endorsed the debts, obligations or Liabilities of any other Person, except as disclosed in the Atacama Financial Statements.

• (p) Atacama Material Contracts. Schedule 4.16 of the Atacama Disclosure Schedule sets forth a true and complete list of all Contracts to which Atacama is a party or by which Atacama is bound that is material to Atacama (the “ Atacama Material Contracts ”). Each such Contract is a valid and subsisting agreement, enforceable in accordance with the terms thereof and can be fulfilled and performed in all material respects by Atacama in the Ordinary Course. Each such Contract is unamended, is in full force and effect, in good standing and no event of default has occurred and is continuing and no event has occurred which, with the giving of notice, the lapse of time or both, would constitute an event of default by Atacama under any such Contract. To the knowledge of Atacama, no event has occurred which, with the giving of notice, the passing of time or both, would constitute an event of default by any other party to any such Contract, Atacama is not alleged to be in default of any of the provisions of such Contracts, and Atacama is not aware of any disputes with respect thereto.

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• (q) Other Contracts. Other than the Atacama Material Contracts, Atacama is not a party to any Contract, the termination, expiry or non-renewal of which would reasonably be expected to have a Material Adverse Effect.

• (r) Owned Real Property. Atacama does not own any real property.

• (s) Mining Matters

• (i) Other than as set forth in Schedule 4.19(a) of the Atacama Disclosure Schedule, Atacama is the absolute legal and beneficial owner of and has good and marketable title to, all of the material property or assets thereof comprising the Atacama Properties as described in Schedule 4.19(a) of the Atacama Disclosure Schedule and such material properties and assets are free of all mortgages, liens, charges, pledges, security interests, Encumbrances, claims or demands whatsoever, and no other property rights (including access rights) are necessary for the conduct of the business of Atacama currently conducted; Atacama knows of no claim or basis for any claim that might or could adversely affect the right of Atacama to use, transfer or otherwise exploit such property rights; and, Atacama does not have any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof;

• (ii) There has been no change of which Atacama is or should be aware that would disaffirm, misrepresent or change any material aspect of the Placeton Project Technical Report, which report was prepared by, or under the supervision of, a qualified person within the meaning of NI 43-101;

• (iii) Other than as set forth in Schedule 4.19(c) of the Atacama Disclosure Schedule, Atacama holds either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in Atacama Properties as described in Schedule 4.19(c) of the Atacama Disclosure Schedule under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit Atacama to access the property and explore the minerals relating thereto; all such property, leases or claims and all property, leases or claims in which Atacama has any interests or right have been, to the knowledge of Atacama, validly located and recorded in accordance with all applicable Laws, and are valid and subsisting; Atacama has all necessary surface rights, access rights and other necessary rights and interests relating to the Atacama Properties as described in Schedule 4.19(c) of the Atacama Disclosure Schedule granting Atacama the right and ability to access the property and explore for minerals for development purposes as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the access and use by Atacama of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of Atacama;

• (iv) Any and all of the agreements and other documents and instruments pursuant to which Atacama holds its material property and assets are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in

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accordance with the terms thereof, and Atacama is not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. None of the properties of Atacama are subject to any right of first refusal or purchase or acquisition rights.

• (v) There are no claims with respect to native rights currently threatened or, to the best knowledge of Atacama, pending with respect to any of Atacama Properties.

• (vi) Atacama is in compliance in all material respects with Environmental Laws.

• (vii) Atacama has obtained all material Environmental Permits necessary as at the date hereof for the operation of the business carried on by Atacama, and each Environmental Permit is valid, subsisting and in good standing and Atacama is not in default or breach of any Environmental Permit in any material respect and no proceeding has been threatened, or to the best knowledge of Atacama, is pending to revoke or limit any Environmental Permit.

• (viii) Atacama has not 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.

• (ix) Atacama has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and Atacama has not settled any allegation of non compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of Atacama, nor has Atacama received notice of any of the same.

• (x) There have been no past unresolved or threatened, and to the best of Atacama’s knowledge, there are no pending claims, complaints, notices or requests for information received by Atacama with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and to the best of Atacama’s knowledge, no conditions exist at, on or under any property now or previously owned, operated or leased by Atacama which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any Material Adverse Effect with respect to Atacama, taken as a whole.

• (xi) Except as ordinarily or customarily required by applicable permit, Atacama has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. Atacama has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites.

• (xii) All exploration and mining operations on the Atacama Properties have been conducted in all respects in accordance with good mining and engineering

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practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with.

• (xiii) There are no environmental audits, evaluations, assessments, studies or tests relating to Atacama except for ongoing assessments conducted by or on behalf of Atacama in the Ordinary Course.

• (xiv) The Atacama Properties comprise the properties set forth in Schedule 4.19(a) of the Atacama Disclosure Schedule, all of which are valid and in good standing other than as disclosed therein.

• (t) Taxes and Governmental Charges. As of the date of this Agreement:

• (A) Atacama has duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Material Adverse Effect), and all such Tax Returns and reports are true, correct and complete in all material respects;

• (ii) Atacama has duly kept all records which it is required to keep for Tax purposes, or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of Atacama;

• (iii) Atacama has paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority;

• (iv) Atacama has duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Material Adverse Effect;

• (v) the Atacama Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on Atacama, or its property or rights, arising since incorporation, regardless of whether such amounts are payable before or after the Escrow Release;

• (vi) no deficiency in payment of any Taxes for any period has been asserted against Atacama by any Governmental Authority and remains unsettled at the date hereof;

• (vii) no Tax Return being audited by the relevant taxing authority and no outstanding waivers, objections, extensions or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Atacama (including the time for filing of Tax Returns or paying Taxes). To the knowledge of Atacama, there are no pending requests for any such waivers, extensions, or comparable consents. Atacama has not received a ruling from any Governmental Authority or signed an

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agreement with any Governmental Authority that could reasonably be expected to have a Material Adverse Effect;

• (viii) no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of Atacama, contemplated against Atacama in respect of any Taxes.

• (u) Absence of Litigation, etc. There is not now in progress, pending or, to Atacama’s knowledge, threatened or contemplated against or affecting Atacama, or any of its assets or properties, or any officer or director thereof in their capacity as an officer or director thereof, any litigation, action, suit, investigation, claim, complaint or other proceeding, including appeals and applications for review, by or before any Governmental Authority.

• (v) Compliance with Laws. The business of Atacama has been, and is now being, conducted and all of its assets have been, and are now being, used in compliance with all applicable Laws other than such non-compliance which would not reasonably be expected to have a Material Adverse Effect, and no written notices have been received by Atacama that the business of Atacama is not being conducted or that any of such assets are not being used in compliance with all applicable Laws other than any noncompliance that would not reasonably be expected to have a Material Adverse Effect.

• (w) Authorizations and Consents. Except for the TSXV Listing Approval, no Authorization or declaration or filing with any Governmental Authority on the part of Atacama is required for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination or the Offering. No consent, approval or waiver is required pursuant to the terms of any Atacama Material Contract for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination.

• (x) Employment Matters and Employee Plans.

• (i) Other than the Agents’ Fees and Agents’ Expenses, there are no Contracts, written or oral, between Atacama on one side, and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided (other than professional advisors engaged by Atacama to provide services in connection with the Business Combination) or that would require any payment to be made as a result of the completion of the transactions contemplated under the Business Combination or the Offering.

• (ii) Schedule 4.24 (b) of the Atacama Disclosure Schedule contains a complete list of all employment agreements or contracts for services between Atacama on one side, and any other party on the other side, including, but not limited to any of its directors, officers, employees or consultants, who have an annual salary greater than $50,000.

• (iii) Schedule 4.24(c) of the Atacama Disclosure Schedule sets out any Employee Plans of Atacama.

• (iv) Atacama is not a party to a collective bargaining agreement.

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• (v) Atacama has operated and is currently operating in compliance with all Laws relating to employees, including employment standards, human rights, occupational health and safety, all pay equity and employment equity legislation other than such non-compliance which would not reasonably be expected to have a Material Adverse Effect and there have been no employment-related complaints against Atacama.

• (vi) To the knowledge of Atacama, there are no complaints or threatened complaints against Atacama before any employment standards branch or tribunal or human rights commission or tribunal, nor any occurrence which might lead to a complaint under any human rights legislation, employment standards legislation, health and safety legislation, workers’ compensation legislation or pay equity legislation.

• (vii) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon Atacama to do or refrain from doing any act or place a material financial obligation on Atacama.

• (viii) There are no actions, suits or claims pending, threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or its assets, and there are no audits, inquiries or proceedings pending or, to the knowledge of Atacama, threatened by any Governmental Authority with respect to any Employee Plan, which in either case reasonably could be expected to result in material Liability to Atacama.

• (ix) Neither the execution and delivery of any of the Transaction Documents nor the performance of the obligations of Atacama hereunder will entitle any current or former employee of Atacama to any severance pay, bonus or other similar payment.

• (y) No Powers of Attorney. There are no outstanding powers of attorney or other authorizations granted by Atacama to any third party to bind Atacama to any Contract, Liability or obligation.

• (z) Insurance. Atacama has policies of insurance in place that adequately covers all risks as are customarily covered in a business similar to the business of Atacama and in the industry in which Atacama operates, including directors and officers’ liability insurance maintained in respect of Atacama’s directors and officers.

• (aa) Authorizations. Atacama has all Authorizations necessary to conduct its business as presently conducted or for the ownership and use of its assets in compliance with applicable Laws, except for any Authorizations the lack of which would not reasonably be expected to have a Material Adverse Effect. Atacama is not in default under, nor has it received any notice of any claim or default with respect to, any such Authorization. No registrations, filings, applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement, or of the consummation of the transactions contemplated hereby or under the Business Combination: (a) to avoid the loss of any Authorization or any asset, property or right pursuant to the terms thereof, or the violation or breach of any Law applicable thereto, or (b) to enable Atacama to

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hold and enjoy any such Authorization, asset, property or right immediately after the Escrow Release in the conduct of its business in the same manner as conducted prior to the Escrow Release.

• (bb) Fees and Commissions. Other than as set forth in Section 4.28 of the Atacama Disclosure Schedule, Atacama is not a party to or bound by any Contract to pay any royalty, license fee or management fee. No broker, finder or similar intermediary has acted for or on behalf of or is entitled to any broker’s, finder’s or similar fee or other commission from Atacama in connection with the Business Combination or the Offering, other than the Agents.

• (cc) Books and Records. The corporate records and minute books of Atacama provided to the Agents and their counsel contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since its date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed.

• (dd) Restrictions on Business Combination and Offering. Except to the extent that Atacama must comply with the policies of the TSXV and applicable Laws, Atacama is not a party to or bound or affected by any commitment, agreement or document which would prohibit or restrict Atacama from entering into and completing the Business Combination or the Offering.

• (ee) Reporting Issuer Status and Stock Exchange Matters. Atacama is a “reporting issuer” in each of the provinces of British Columbia and Alberta, is in material compliance with its obligations as a reporting issuer, and none of the British Columbia Securities Commission or the Alberta Securities Commission, the TSXV or other Governmental Authority has issued any order preventing the Business Combination or the trading of any securities of Atacama. The Atacama Shares are currently listed for trading on the TSXV under the symbol “ACOP”.

• (ff) Expenses and Obligations. Atacama has no obligations or commitments to incur any expenses of any sort whatsoever from the date hereof until completion of the Escrow Release, other than general administrative expenses consistent with past practice and expenses relating to the completion of the Business Combination.

• (gg) Securities Issuances. Subject to Applicable Securities Laws and the rules and policies of the TSXV, Atacama has the full and lawful right and authority to: (i) issue the Subscription Receipts to the Purchasers: (ii) issue the Resulting Issuer Shares upon conversion of the Subscription Receipts and in connection with the Share Exchange; (iii) issue the Compensation Warrants; and (iv) issue the Resulting Issuer Shares upon exercise of the Compensation Warrants, and upon issuance all such securities will be validly issued free and clear of all Encumbrances.

• (hh) Public Disclosure Documents. Atacama is current in the filing of all public disclosure documents required to be filed by Atacama under Applicable Securities Laws (including all Contracts required by Applicable Securities Laws to be filed by Atacama), there are no filings that have been made thereunder on a confidential basis and all of such filings comply with the requirements of all Applicable Securities Laws except where such non-compliance has not and would not reasonably be expected to have a Material Adverse Effect.

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• (ii) No Misrepresentation. No portion of the Public Disclosure Record contained a misrepresentation as at its date of public dissemination or as at the date hereof.

• (jj) Information Supplied. None of the information regarding Atacama or its assets or business that was supplied by Atacama specifically for inclusion or incorporation by reference into the Disclosure Document will, at the time of initial submission of the Disclosure Document to the TSXV, or at the time of any amendment or supplement thereof, as amended or supplemented at such date or time, contain any misrepresentation or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made.

• (kk) Corruption. None of Atacama nor any director, officer, or, to the knowledge of Atacama, agent, employee or other person acting on behalf of Atacama has, in the course of its actions for, or on behalf of, Atacama: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 , as amended or the Corruption of Foreign Public Officials Act (Canada); or (iv) made other unlawful payment to any foreign or domestic government official or employee.

• (ll) Anti-Money Laundering. The operations of Atacama are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of 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, the “ Applicable Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Entity involving Atacama with respect to Applicable Anti-Money Laundering Laws is pending or, to the knowledge of Atacama, threatened.

• (mm) Forward-Looking Information. All forward-looking information and statements of Atacama contained in the Investor Presentation and that will be contained in the Disclosure Document and the assumptions underlying such information and statements, subject to any qualifications contained therein, are or will be reasonable in the circumstances as at the date on which such statements and assumptions were made.

• (nn) Market Data. The market, industry and economic related data included in the Investor Presentation and any such information that will be included in the Disclosure Document are or will be derived from sources which Atacama reasonably believes to be accurate, reasonable and reliable, and such data is or will be consistent with the sources from which it was derived.

• (oo) Escrow Release Conditions. To the knowledge of Atacama, no event has occurred which is reasonably likely to prevent the Escrow Release Conditions from being satisfied on or before the Escrow Release Deadline.

9. Representations and Warranties of TCP1

9.1 TCP1 hereby represents and warrants to the Agents, the U.S. Affiliates and the Purchasers, and acknowledges that each of them is relying on such representations and warranties in connection with the

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purchase of the Subscription Receipts and the completion of the Offering, as at the Closing Time, as follows:

• (a) Incorporation. Each of TCP1 and Criscora is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as currently conducted. Neither the nature of its activities or the TCP1 Business nor the location or character of the Assets owned, operated or leased by either of TCP1 or Criscora requires TCP1 or Criscora to be registered, licensed or otherwise qualified as a foreign corporation or to be in good standing in any jurisdiction other than the jurisdictions where it is so registered, licensed or qualified. No proceedings have been instituted or are pending for the dissolution or liquidation of either of TCP1 or Criscora.

• (b) Subsidiaries. Other than Criscora, TCP1 does not have any interest in any body corporate, partnership, joint ventures or other entity or Person. TCP1 is not a party to any agreement, option or commitment to acquire any shares or securities of any body corporate, partnership, trust, joint venture or other entity or Person other than in connection with the Business Combination.

• (c) Bankruptcy, etc. No bankruptcy, insolvency, commercial proposals, assignments to creditors or receivership proceedings have been instituted by either of TCP1 or Criscora or, to the knowledge of TCP1, are pending against TCP1 or Criscora and each of TCP1 and Criscora is, in the Ordinary Course, able to pay its debts and other obligations as they become due.

• (d) Due Authorization, etc. Subject to the requisite shareholder approvals required to complete the Amalgamation: (i) TCP1 has all necessary corporate power, capacity and authority to enter into the Transaction Documents to which it is a party and to carry out its obligations under the Transaction Documents to which it is a party and to undertake the Business Combination; and (ii) each of the Transaction Documents to which it is a party has been duly authorized, executed and delivered by TCP1 and constitutes a valid and binding obligation of TCP1 enforceable against it in accordance with its terms, subject to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunctions are in the discretion of the court from which they are sought.

• (e) Absence of Conflict. The entering into, and the performance by TCP1 of the transactions contemplated in the Transaction Documents:

• (i) do not and will not require any consent, permit, approval, Authorization or order of any Governmental Authority, except that which may be required under Applicable Securities Laws or the rules of the TSXV and any approval or authorization under the OBCA for the Business Combination and the Amalgamation;

• (ii) do not and will not contravene any applicable Laws or any rule or regulation of any Governmental Authority which is binding on TCP1, where such contravention would reasonably be expected to have a Material Adverse Effect; and

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• (iii) does not and will not violate, result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of (i) the constating documents of TCP1, or any resolution of the directors or shareholders of TCP1, or (ii) any Contract to which TCP1 is a party or by which the Assets or the TCP1 Business is bound or affected, or (iii) any judgment, decree or order or any term or provision thereof applicable to TCP1 or any of the Assets or the TCP1 Business, which breach, conflict or default would reasonably be expected to result in a Material Adverse Effect or result in the creation of any Encumbrance upon any of the Assets.

• (f) Capital Stock. The authorized capital of TCP1 consists of an unlimited number of common shares, of which 585,001 TCP1 Shares are issued and outstanding as at the date hereof. All of the issued shares of TCP1 have been duly and validly issued in compliance with applicable Law and are outstanding as fully paid and non-assessable shares in the capital of TCP1 . The authorized capital of Criscora consists of an unlimited number of common shares of which 50 Series “A”, 15,637 Series “B” and 147,363 Series “C” shares are issued and outstanding and of which 49 Series “A”, 15,637 Series “B” and 147,363 Series “C” shares are registered in the name of TCP1 and 1 Series “A” share is registered in the name of Trinity Advisors Corporation. All of the issues shares of Criscora have been duly and validly issued in compliance with applicable Law and are outstanding as fully paid and non-assessable shares in the capital of Criscora

• (g) Options and Other Convertible Securities. Other than 117,000 options to purchase TCP1 Shares, no Person has or will have any right, agreement, warrant or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from TCP1 of any interest in any of the outstanding shares or securities of TCP1, or for the issue or allotment of any unissued shares in the capital of TCP1 or any other security directly or indirectly convertible into or exchangeable for such shares in the capital of TCP1.

• (h) No Pre-Emptive Rights. Other than as disclosed in Schedule 3.08 of the TCP1 Disclosure Schedule, no holder of securities of TCP1, is entitled to any pre-emptive or similar right to subscribe for securities of TCP1.

• (i) No Shareholders/Voting Agreement. Other than as disclosed in Schedule 3.09 of the TCP1 Disclosure Schedule, there are no shareholders’ agreements or other agreements to which TCP1 is a party governing the voting, holding or sale of TCP1 Common Shares or the management of the affairs of TCP1, and TCP1 is not aware of any other such agreement to which TCP1 is not a party.

• (j) Financial Statements. The TCP1 Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with that of preceding periods, and:

• (i) the consolidated statements of financial position included in such TCP1 Financial Statements fairly present, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of TCP1 on the respective dates thereof and do not omit to state any material fact that is required by IFRS or by applicable Laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;

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• (ii) the consolidated statements of loss and comprehensive loss and consolidated statements of cash flows included in the TCP1 Financial Statements fairly present, in all material respects, the results of operations of TCP1 for the fiscal periods then ended; and

• (iii) there are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of TCP1 which are required to be disclosed and are not disclosed or reflected in the TCP1 Financial Statements and TCP1 does not have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the TCP1 Financial Statements.

• (k) Absence of Changes . Since December 31, 2022, there has not been any material adverse change in the TCP1 Business and the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow or business operations of TCP1 considered on a consolidated basis that would reasonably be expected to cause a Material Adverse Effect on TCP1.

• (l) Internal Controls Over Financial Reporting. To the knowledge of TCP1, prior to the date of this Agreement, there is no fraud, whether or not material, that involves management or other employees who have a significant role in TCP1’s internal control over financial reporting. Since December 31, 2022, and prior to the date of this Agreement, TCP1 has received no (x) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of TCP1 regarding questionable accounting or auditing matters.

• (m) No Restrictions on Activities. Other than as otherwise disclosed in the TCP1 Financial Statements, TCP1 is not a party to or bound or affected by any commitments, agreement or document containing any covenant which expressly limits the freedom of TCP1 to compete in any line of business, or to use, transfer or move any of its respective Assets or operations, or which materially or adversely affects the business practices, operations or condition of TCP1.

• (n) Mining Matters.

• (i) Criscora is the absolute legal and beneficial owner of and has good and marketable title to, all of the TPC1 Properties as described in Schedule 3.14(a) of the TCP1 Disclosure Schedule and such material properties and assets are free of all mortgages, liens, charges, pledges, security interests, Encumbrances, claims or demands whatsoever, and no other property rights (including access rights) are necessary for the conduct of the business of TCP1 currently conducted; TCP1 knows of no claim or basis for any claim that might or could adversely affect the right of Criscora to use, transfer or otherwise exploit such property rights; and, TCP1 does not have any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof.

• (ii) There has been no change of which TCP1 is or should be aware that would disaffirm, misrepresent or change any material aspect of the TCP1 Technical Reports under NI 43-101 and applicable Laws. The TCP1 Technical Reports were

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prepared by, or under the supervision of, a qualified person within the meaning of NI 43-101.

• (iii) Criscora holds either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which Criscora has an interest, being the TCP1 Properties, as described in Schedule 3.14(c) of the TCP1 Disclosure Schedule under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit Criscora to access the property and explore the minerals relating thereto; all such property, leases or claims and all property, leases or claims in which Criscora has any interests or right have been, to the knowledge of TCP1, validly located and recorded in accordance with all applicable Laws, and are valid and subsisting; Criscora has all necessary surface rights, access rights and other necessary rights and interests relating to TPC1 Properties as described in Schedule 3.14(c) of the TCP1 Disclosure Schedule granting Criscora the right and ability to access the property and explore for minerals for development purposes as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the access and use by Criscora of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of Criscora.

• (iv) Any and all of the agreements and other documents and instruments pursuant to which Criscora holds its material property and asset are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and Criscora is not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. None of the properties of Criscora are subject to any right of first refusal or purchase or acquisition rights.

• (v) There are no claims with respect to native rights currently threatened or, to the best knowledge of Criscora, pending with respect to any of the TCP1 Properties.

• (vi) Criscora is 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, including laws, ordinances, regulations or orders, 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 substances (the “ Environmental Laws ”).

• (vii) Criscora has obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “ Environmental Permits ”) necessary as at the date hereof for the operation of the business carried on by Criscora, and each Environmental Permit is valid, subsisting and in good standing and Criscora is not in default or breach of any Environmental Permit in any material respect and no

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proceeding has been threatened, or to the best knowledge of TCP1, is pending to revoke or limit any Environmental Permit.

• (viii) Criscora has not 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.

• (ix) Criscora has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and Criscora has not settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of Criscora, nor has Criscora received notice of any of the same.

• (x) There have been no past unresolved or threatened, and to the best of TCP1’s knowledge, there are no pending claims, complaints, notices or requests for information received by TCP1 or Criscora with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and to the best of TCP1’s knowledge, no conditions exist at, on or under any property now or previously owned, operated or leased by Criscora which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any Material Adverse Effect with respect to TCP1, taken as a whole.

• (xi) Except as ordinarily or customarily required by applicable permit, Criscora has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. Criscora has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites.

• (xii) All exploration and mining operations on the TCP1 Properties have been conducted in all respects in accordance with good mining and engineering practices and all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies have been complied with.

• (xiii) There are no environmental audits, evaluations, assessments, studies or tests relating to Criscora except for ongoing assessments conducted by or on behalf of Criscora in the Ordinary Course.

• (xiv) TCP1 is in compliance with the provisions of NI 43-101.

• (xv) The TCP1 Properties comprise the properties set forth in Schedule 3.14(o) of the TCP1 Disclosure Schedule, all of which are valid and in good standing other than as disclosed therein.

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• (o) Liabilities. Other than expenses incurred in connection with the Business Combination and in the Ordinary Course, TCP1 has no Liabilities (accrued, absolute, contingent or otherwise), except as disclosed in the TCP1 Financial Statements.

• (p) Non-Arm’s Length Transactions . Except as disclosed in the TCP1 Financial Statements, neither of TCP1 or Criscora has not engaged in any transaction with, made any payment or loan to, or borrowed any monies from or is otherwise indebted to, any director, officer, employee or shareholder of either of TCP1 or Criscora or any other Person with whom either of TCP1 or Criscora is not dealing at arm’s length (within the meaning of the Tax Act) or any Affiliate of any of the foregoing, except for amounts due as normal compensation or reimbursement of ordinary business expenses.

• (q) No Guarantees. TCP1 is not bound by any Contract, assurance, bond, undertaking or guarantee under or pursuant to which it has guaranteed or endorsed the debts, obligations or Liabilities of any other Person, except as disclosed in the TCP1 Financial Statements.

• (r) Owned Real Property. TCP1 does not own any real property.

• (s) TCP1 Material Contracts. As at the date of this Agreement, all of the TCP1 Material Contracts are set out in Schedule 3.19 of the TCP1 Disclosure Schedule, all such TCP1 Material Contracts are valid and subsisting agreements, enforceable in accordance with their terms, and can be fulfilled and performed in all material respects by TCP1 in the Ordinary Course. Each such TCP1 Material Contract is unamended since being made available to Atacama and the Agents, is in full force and effect, in good standing and no event of default has occurred and is continuing and no event has occurred which, with the giving of notice, the passing of time or both, would constitute an event of default by TCP1 under any TCP1 Material Contract. To the knowledge of TCP1, no event has occurred which, with the giving of notice, the lapse of time or both, would constitute an event of default by any other party to any such TCP1 Material Contract, none of TCP1 is alleged to be in default of any of the provisions of such TCP1 Material Contracts, and TCP1 is not aware of any disputes with respect thereto.

• (t) Other Contracts . Other than the TCP1 Material Contracts, TCP1 is not a party to any Contract, the termination, expiry or non-renewal of which would reasonably be expected to have a Material Adverse Effect.

• (u) Taxes and Governmental Charges

• (i) As of the date of this Agreement, each of TCP1 and Criscora has :

  • (A) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Material Adverse Effect), and all such Tax Returns and reports are true, correct and complete in all material respects;

  • (B) duly kept all records which it is required to keep for Tax purposes, or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of TCP1;

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  - (C) has paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority;

  - (D) has duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Material Adverse Effect;

• (ii) The TCP1 Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on TCP1, or their property or rights, arising out of operations on or before December 31, 2022, regardless of whether such amounts are payable before or after the Escrow Release.

• (iii) No deficiency in payment of any Taxes for any period has been asserted against TCP1 or Criscora by any Governmental Authority and remains unsettled at the date hereof.

• (iv) No Tax Return of either of TCP1 or Criscora is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by either of TCP1 or Criscora (including the time for filing of Tax Returns or paying Taxes). To the knowledge of TCP1, there are no pending requests for any such waivers, extensions or comparable consents. Neither of TCP1 or Criscora not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have an Material Adverse Effect;

• (v) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of TCP1, contemplated against TCP1 or Criscora in respect of any Taxes.

• (v) Environmental Matters. To the knowledge of TCP1, all the properties in which either of TCP1or Criscora directly or indirectly has any freehold, leasehold, license or other interest are free and clear of any hazardous or toxic material, pollution or other adverse environmental conditions which may give rise to any and all claims, actions, causes of action, damages, Losses, Liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursement or expenses (including, without limitation, attorneys’ fees and costs, experts’ fees and costs and consultant’s fees and costs) of any kind or of any nature whatsoever that are asserted against either of TCP1 or Criscora, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, contaminant costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business Losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, Release, threatened Release, discharge or emission into the environment of any hazardous

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materials or substances existing or arising on, beneath or above properties or emanating or migrating or threatening to emanate or migrate from such properties to off-site properties; (ii) physical disturbance of the environment; and (iii) the violation or alleged violation of Environmental Laws; and to the knowledge of TCP1, all environmental approvals required pursuant to Environmental Laws with respect to activities carried out on any part of the lands covered by such properties have been obtained, are valid and in full force and effect and have been complied with; and there are no proceedings commenced or threatened to revoke or amend any such environmental approvals.

• (w) Absence of Litigation, etc. Other than as disclosed in Schedule 3.23 of the TCP1 Disclosure Schedule, there is not now in progress, pending or, to TCP1’s knowledge, threatened or contemplated against or affecting TCP1, or any of their assets or properties, or any officer or director thereof in their capacity as an officer or director thereof, any litigation, action, suit, investigation, claim, complaint or other proceeding, including appeals and applications for review, by or before any Governmental Authority which if determined adversely to TCP1, would reasonably be expected to cause a Material Adverse Effect.

• (x) Compliance with Laws. The TCP1 Business has been, and is now being, conducted and all of the Assets have been, and are now being, used in compliance with all applicable Laws other than such non-compliance which would not reasonably be expected to have a Material Adverse Effect, and no written notices have been received by either of TCP1 or Criscora that the TCP1 Business is not being conducted or that any of such Assets are not being used in compliance with all applicable Laws other than any noncompliance that would not reasonably be expected to have a Material Adverse Effect.

• (y) Authorizations and Consents. Except for the TSXV Listing Approval, no Authorization or declaration or filing with any Governmental Authority on the part of TCP1 is required for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination or the Offering. No consent, approval or waiver is required pursuant to the terms of any TCP1 Material Contract for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination.

• (z) Employment Matters and Employee Plans.

• (i) Other than the Agents’ Fees and Agents’ Expenses, there are no Contracts, written or oral, between either TCP1 or Criscora on one side, and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided (other than professional advisors engaged by TCP1 to provide services in connection with the Business Combination) or that would require any payment to be made as a result of the completion of the transactions contemplated under the Business Combination or the Offering.

• (ii) Schedule 3.26(b) of the TCP1 Disclosure Schedule contains a complete list of all employment agreements or contracts for services between either TCP1 or Criscora on one side, and any other party on the other side, including, but not limited to any of its directors, officers, employees or consultants, who have an annual salary greater than $50,000.

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• (iii) Schedule 3.26(c) of the TCP1 Disclosure Schedule sets out any Employee Plans of TCP1 or Criscora.

• (iv) Neither TCP1 or Criscora is a party to a collective bargaining agreement.

• (v) Each of TCP1 and Criscora has operated and is currently operating in compliance with all Laws relating to employees, including employment standards, human rights, occupational health and safety, all pay equity and employment equity legislation other than such non-compliance which would not reasonably be expected to have an Material Adverse Effect and there have been no employmentrelated complaints against either of TCP1 or Criscora.

• (vi) There are no complaints, and to the knowledge of TCP1, threatened complaints, against either of TCP1 or Criscora before any employment standards branch or tribunal or human rights commission or tribunal, nor any occurrence which might lead to a complaint under any human rights legislation, employment standards legislation, health and safety legislation, workers’ compensation legislation or pay equity legislation.

• (vii) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon either of TCP1 or Criscora to do or refrain from doing any act or place a material financial obligation on either of TCP1 or Criscora.

• (viii) There are no actions, suits or claims pending, threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or its assets, and there are no audits, inquiries or proceedings pending or, to the knowledge of TCP1, threatened by any Governmental Authority with respect to any Employee Plan, which in either case reasonably could be expected to result in material Liability to either of TCP1 or Criscora.

• (ix) Neither the execution and delivery of any of the Transaction Documents nor the performance of the obligations of TCP1 hereunder will entitle any current or former employee of either of TCP1 or Criscora to any severance pay, bonus or other similar payment.

• (aa) No Powers of Attorney . There are no outstanding powers of attorney or other authorizations granted by TCP1 to any third party to bind TCP1 to any Contract, Liability or obligation.

• (bb) Insurance. TCP1 has policies of insurance in place that adequately covers all risks as are customarily covered in a business similar to TCP1 Business and in the industry in which TCP1 operates, including directors and officers’ liability insurance maintained in respect of TCP1’s directors and officers.

• (cc) Authorizations. TCP1 has all Authorizations necessary to conduct the TCP1 Business as presently conducted or for the ownership and use of the Assets in compliance with applicable Laws, except for any Authorizations the lack of which would not reasonably be expected to have a Material Adverse Effect. TCP1 is not in default under, nor have

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any of them received any notice of any claim or default with respect to, any such Authorization. No registrations, filings, applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement, or of the consummation of the transactions contemplated hereby: (a) to avoid the loss of any Authorization or any asset, property or right pursuant to the terms thereof, or the violation or breach of any Law applicable thereto, or (b) to enable TCP1 to hold and enjoy any such Authorization, asset, property or right immediately after the Escrow Release in the conduct of the TCP1 Business in the same manner as conducted prior to the Escrow Release.

• (dd) Fees and Commissions. TCP1 is not a party to or bound by any Contract to pay any royalty, license fee or management fee, except for the TCP1 Material Contracts. No broker, finder or similar intermediary has acted for or on behalf of or is entitled to any broker’s, finder’s or similar fee or other commission from TCP1 in connection with the Business Combination or the Offering, other than the Agents.

• (ee) Books and Records. The corporate records and minute books of TCP1 provided to the Agents and their counsel contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders thereof, since the date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings duly signed.

• (ff) Restrictions on Business Combination. Except to the extent that TCP1 must comply with the policies of the TSXV and applicable Laws, TCP1 is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of TCP1 to compete in any line of business, or to transfer or move any of its Assets or operations or which materially or adversely affects the business practices, operations or condition of TCP1 or which would prohibit or restrict TCP1 from entering into and completing the Business Combination or the Offering.

• (gg) Information Supplied. None of the information regarding TCP1 or its assets or business that was supplied by TCP1 specifically for inclusion or incorporation by reference into the Disclosure Document will, at the time of initial submission of the Disclosure Document to the TSXV, or at the time of any amendment or supplement thereof, as amended or supplemented at such date or time, contain any misrepresentation or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made.

• (hh) Corruption. None of TCP1 nor any director, officer, or, to the knowledge of TCP1, agent, employee or other person acting on behalf of TCP1 has, in the course of its actions for, or on behalf of, TCP1: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 , as amended or the Corruption of Foreign Public Officials Act (Canada); or (iv) made other unlawful payment to any foreign or domestic government official or employee.

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• (ii) Anti-Money Laundering. The operations of TCP1 are and have been conducted at all times in compliance with the Applicable Anti-Money Laundering Laws and no action, suit or proceeding by or before any Governmental Entity involving TCP1 with respect to Applicable Anti-Money Laundering Laws is pending or, to the knowledge of TCP1, threatened.

• (jj) Forward-Looking Information. All forward-looking information and statements of TCP1 contained in the Investor Presentation and that will be contained in the Disclosure Document and the assumptions underlying such information and statements, subject to any qualifications contained therein, are or will be reasonable in the circumstances as at the date on which such statements and assumptions were made.

• (kk) Market Data. The market, industry and economic related data included in the Investor Presentation and any such information that will be included in the Disclosure Document are or will be derived from sources which TCP1 reasonably believes to be accurate, reasonable and reliable, and such data is or will be consistent with the sources from which it was derived.

• (ll) Escrow Release Conditions. To the knowledge of TCP1, no event has occurred which is reasonably likely to prevent the Escrow Release Conditions from being satisfied on or before the Escrow Release Deadline.

10. Conditions to Closing

10.1 The following are conditions to the completion of the Agents’ obligations as contemplated in this Agreement, which conditions shall have been fulfilled by the Companies, as applicable, on or prior to the Closing Time, other than as may be waived in writing in whole or in part by the Agents:

• (a) the respective board of directors of each of the Companies 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 from each of the Companies dated the Closing Date, signed by the Chief Executive Officer of each of the Companies or such other senior officer of each of the Companies, respectively, as may be acceptable to the Agents, acting reasonably, addressed to the Agents, with respect to: (i) the constating documents of the respective Company, (ii) all resolutions of the board of directors of the respective Company relating to the Transaction Documents and the Offering and the transactions contemplated hereby and thereby, and (iii) the incumbency and specimen signatures of signing officers of the respective Company, in the form of a certificate of incumbency, and such further certificates and other documentation as may be contemplated in this Agreement or as the Agents may reasonably require;

• (c) the Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents’ counsel, acting reasonably, each dated the Closing Date, as applicable, from the respective legal counsel of each of Atacama and TCP1 and where appropriate, 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 respective Companies, with respect to the following matters:

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• (i) as to the incorporation and existence of the respective Company under the laws of its jurisdiction of incorporation and as to the respective Company having the requisite corporate power and capacity 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;

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

• (iii) as to the corporate power and authority of the respective Company to enter into and to carry out its obligations under the Transaction Documents to which it is a party;

• (iv) all necessary corporate action has been taken by the respective Company to authorize the execution and delivery of the Transaction Documents to which it is a party as well as the performance of its obligations thereunder and hereunder;

• (v) the Transaction Documents have been duly executed and delivered by the respective Company, and constitute legal, valid and binding obligations of the respective Company enforceable against it in accordance with their respective terms;

• (vi) the execution and delivery of the Transaction Documents to which it is a party and the performance by the respective Company of its obligations hereunder and thereunder does not and will not result in a breach of, or constitute a default under, and does 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 any term or provision of the constating documents of the respective Company, any resolutions of the shareholders or directors (including committees of the board of directors) of the respective Company or any corporate Laws applicable to the respective Company;

• (vii) in the case of legal counsel of Atacama only:

• (A) the Subscription Receipts have been duly and validly created and issued pursuant to the Subscription Receipt Agreement;

• (B) the Resulting Issuer Shares issuable upon satisfaction of the Escrow Release Conditions have been validly authorized and allotted for issuance and, upon the conversion of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement, the Resulting Issuer Shares will be validly issued as fully paid and non-assessable Resulting Issuer Shares;

• (C) the issuance and sale by Atacama of the Subscription Receipts to the Purchasers resident in Canadian Selling Jurisdictions in accordance with the terms of this Agreement are exempt from the prospectus requirements of Canadian Securities Laws and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Canadian Securities Laws to permit such issuance and sale; it being noted, however, that Atacama is required to file or cause to be filed with the applicable Securities Regulators, a report on

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Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within ten days of the Closing Date;

• (D) the issuance and delivery by the Resulting Issuer of the Resulting Issuer Shares upon the due conversion of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement, will be exempt from the prospectus requirements of Canadian Securities Laws in the Canadian Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Canadian Securities Laws to permit such issuance and delivery;

• (E) the Compensation Warrants have been duly and validly created and issued pursuant to the Compensation Warrant Certificates;

• (F) the issuance by Atacama of the Compensation Warrants to the Agents in accordance with the terms of the Compensation Warrant Certificates are exempt from the prospectus requirements of Canadian Securities Laws and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Canadian Securities Laws to permit such issuance and sale; it being noted, however, that Atacama 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;

• (G) the issuance and delivery by the Resulting Issuer of the Resulting Issuer Shares upon the due exercise of the Compensation Warrants in accordance with the terms of the Compensation Warrant Certificates will be exempt from the prospectus requirements of Canadian Securities Laws in the Canadian Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Canadian Securities Laws to permit such issuance and delivery;

• (H) the first trade of the Resulting Issuer Shares issued upon due conversion of the Subscription Receipts by a Purchaser resident in a Canadian Selling Jurisdiction and the Resulting Issuer Shares issuable upon exercise of the Compensation Warrants by the Agents, other than a trade which is otherwise exempt from the prospectus requirements under the Canadian Securities Laws, will be a distribution and will be subject to the prospectus requirements of the Canadian Securities Laws, unless:

• i) the Resulting Issuer is and has been a “reporting issuer” (as such term is defined in the Canadian Securities Laws) in a jurisdiction of Canada for the four months immediately preceding such trade;

• ii) in the case of the Resulting Issuer Shares issuable upon exercise of the Compensation Warrants, at the time of the trade at least four months have elapsed from the date of the

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issue of the Compensation Warrants and the certificates representing such Resulting Issuer Shares carry a legend in the form as set out in Section 2.5(2)3(i) of NI 45-102;

     - iii) the trade is not a “control distribution”, as such term is defined in NI 45-102;

     - iv) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;

     - v) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

     - vi) if the selling security holder is an insider or officer of the Resulting Issuer, the selling security holder has no reasonable grounds to believe that the Resulting Issuer is in default of “securities legislation” (as such term is defined in the Canadian Securities Laws);

  - (I) TSX Trust Company, at its office in Vancouver, British Columbia has been duly appointed by Atacama as the Subscription Receipt Agent under the Subscription Receipt Agreement; and

• (viii) such other matters as the Agents or their counsel may reasonably request;

• (d) if any Subscription Receipts are sold to U.S. Purchasers pursuant to this Agreement, 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, from Dorsey & Whitney LLP, special United States counsel to Atacama, to the effect that the sale of such Subscription Receipts to such U.S. Purchasers and the issuance of the Resulting Issuer Shares to such U.S. Purchasers on conversion of the Subscription Receipts is not required to be registered under the U.S. Securities Act, subject to the usual and customary assumptions, limitations and qualifications, it being understood that no opinion will be expressed as to the subsequent resale of any Subscription Receipts or Resulting Issuer Shares;

• (e) the Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents’ counsel, acting reasonably, each dated the Closing Date, as applicable, from the respective legal counsel to each of the Material Subsidiaries of the Companies and where appropriate, 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 respective subsidiaries of the Companies, with respect to the following matters:

• (i) as to the incorporation and existence of the respective subsidiary under the Laws of its jurisdiction of incorporation;

• (ii) as to the respective subsidiary having the requisite corporate power and capacity 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;

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  - (iii) as to the authorized and issued capital of the respective subsidiary, and the ownership thereof;

• (f) the Agents shall have received favourable legal opinions to be delivered by outside legal counsel addressed to the Agents, with respect to title to the Atacama Properties and TCP1 Properties, in form and substance satisfactory to the Agents’ counsel, acting reasonably, 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;

• (g) the Agents shall have received a certificate of good standing or similar certificate with respect to the jurisdiction in which each of the Companies and the Material Subsidiaries is incorporated and evidence of all extra-jurisdictional registrations, as applicable;

• (h) Atacama will have caused the Subscription Receipt Agent to deliver a certificate as to its appointment as the subscription receipt agent with respect to the Subscription Receipts;

• (i) each of the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Agents and their counsel;

• (j) Atacama shall have delivered to the Agents executed lock-up agreements as contemplated by Section 6.1(m) hereof; and

• (k) the Agents shall, in their sole discretion, acting reasonably, be satisfied with their due diligence review with respect to the business, assets, financial condition, affairs and prospects of the Companies.

• 10.1.2 In the event the Offering is completed in one or more tranches, the applicable terms, conditions and provisions of this Agreement (including this Section 10.1 relating to conditions of Closing) shall apply mutatis mutandis to each such tranche closing, at the discretion of the Agents.

11. Closing

11.1 The Offering will be completed via electronic exchange at the Closing Time or such other date or time as may be mutually agreed to by the Companies and the Agents; provided that if any of the Companies have 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 or such covenant or condition has not been waived by 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.

11.2 At the Closing Time:

• (a) Atacama shall deliver to the Agents the Subscription Receipts, whether by way of electronic deposit or delivery of certificates in definitive form, as directed by the Agents;

• (b) Atacama shall deliver to the Agents the Compensation Warrant Certificates, in definitive form, as directed by the Agents; and

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• (c) Atacama (or representative(s) thereof) and the Agents, as applicable, shall deliver to the Subscription Receipt Agent the Net Proceeds and the Agents shall retain a sum equal to the Agents’ Expenses, as directed by Atacama.

12. Rights of Termination

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

• (a) the Agents are not satisfied, in their sole discretion, with the completion of their due diligence review and investigations of the business, properties and affairs of the Companies and the Resulting Issuer, as applicable, as well as of any subsidiaries, directors, officers, and employees of the Companies and/or the Resulting Issuer.

• (b) there is, in the reasonable opinion of the Agents, a material change or a change in any material fact or a new material fact shall arise or there should be discovered any previous undisclosed material fact which would be expected to have a significant adverse change or effect on the business, affairs, prospects or financial condition of the Companies and the Resulting Issuer, as applicable, or their respective subsidiaries, or any of their material properties or on the market price or the value or marketability of the Subscription Receipts;

• (c) the state of the financial markets, whether national or international, is such that, in the reasonable opinion of the Agents, it would be impractical or unprofitable to offer or continue to offer the Subscription Receipts for sale;

• (d) there should develop, occur or come into effect or existence any nature, including without limitation, accident, act of terrorism, war, public protest, governmental law or regulation, or plague of national or international consequence including by way of the COVID-19 pandemic, which in the sole opinion of the Agents seriously adversely affects or may seriously adversely affect the financial markets or the business, affairs, prospects or financial condition of the Companies and the Resulting Issuer, as applicable, or their respective subsidiaries, or any of their material properties taken as a whole, or the market price or the value or marketability of the Subscription Receipts;

• (e) an inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the TSXV or securities commission in relation to the Companies or the Resulting Issuer, as applicable, any of their respective subsidiaries, or any one of their officers or directors, or any of its principal shareholders where wrong-doing is alleged or any order, action or proceeding that cease trades or otherwise operates to prevent or restrict the trading of any securities of the Companies or the Resulting Issuer is made or threatened by a securities regulatory authority; or

• (f) either of the Companies, or their respective subsidiaries, is in breach of any material term, condition or covenant of this Agreement or any representation or warranty given by the Companies in this Agreement becomes or is false.

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12.2 The rights of termination contained in this Section 12 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 Companies 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 Companies or on the part of the Companies to such Agent except in respect of any liability which may have arisen or may arise after such termination in respect of Section 13 (Indemnity) and Section 14 (Expenses) of this Agreement.

13. Indemnity

13.1 The Companies hereby agree to indemnify and save harmless to the maximum extent permitted by Law, each of the Agents, their affiliates and their respective directors, officers, employees, partners, and shareholders (collectively, the " Indemnified Parties " and individually, an " Indemnified Party ") from and against any and all losses, claims, actions, suits, proceedings, investigations, damages (other than contingent or consequential damages), liabilities or expenses of whatsoever nature or kind (excluding loss of profits) whether joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, and the fees, disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (each a " Claim " and, collectively, the " Claims ") to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claim relates to, is caused by, results from, arises out of or is based upon, directly or indirectly, this services provided under this Agreement whether performed before or after the execution of the Agreement by the Companies, and to reimburse each Indemnified Party forthwith, upon demand, for any documented legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim.

13.2 If and to the extent that a court of competent jurisdiction, in a final non-appealable judgment in a proceeding in which an Indemnified Party is named as a party, determines that a Claim was caused by or resulted from an Indemnified Party's material breach of this Agreement, breach of applicable Laws, gross negligence, willful misconduct or fraudulent act, this indemnity shall cease to apply to such Indemnified Party in respect of such Claim and such Indemnified Party shall reimburse any funds advanced by the Companies to the Indemnified Party pursuant to this indemnity in respect of such Claim. The Companies agree to waive any right the Companies might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.

13.3 If any Claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Companies, the Indemnified Party will give the Companies prompt written notice of any such Claim of which the Indemnified Party has knowledge and the Companies will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Companies of their obligation of indemnification hereunder except to the extent that the failure to so provide such notice shall actually and materially damage the Companies.

13.4 No admission of liability and no settlement, compromise or termination of any Claim, or investigation shall be made without the consent of the Companies and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld or delayed. Notwithstanding that the Companies will undertake the investigation and defence of any Claim, the Indemnified Parties will have the right to employ one separate counsel in each applicable jurisdiction with respect to such Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Parties unless:

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• (a) employment of such counsel has been authorized in writing by the Companies;

• (b) the Companies have not assumed the defence of the action within a reasonable period of time after receiving notice of the claim;

• (c) the named parties to any such claim include the Companies, and any of the Indemnified Parties, and the Indemnified Parties shall have been advised by counsel to the Indemnified Parties that there may be a conflict of interest between the Companies and any Indemnified Party; or

• (d) there are one or more defences available to the Indemnified Parties which are different from or in addition to those available to the Companies, as the case may be;

in which case such fees and expenses of such counsel to the Indemnified Parties will be for the account of the Companies. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights the Indemnified Parties may have at common law or otherwise.

13.5 Without limiting the generality of the foregoing, this indemnity shall apply to all reasonable and documented third party expenses (including legal expenses), losses, claims and liabilities that the Indemnified Parties may incur as a result of any action, suit, proceeding or claim that may be threatened or brought against the Companies.

13.6 If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or insufficient to hold them harmless, the Companies agree to contribute to the amount paid or payable by the Indemnified Parties as a result of such Claims in such proportion as is appropriate to reflect not only the relative benefits received by the Companies or the shareholders of the Companies, and its constituencies on the one hand and the Indemnified Parties on the other, but also the relative fault of the parties and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Companies will in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any amount in excess of the fees actually received by the Indemnified Parties hereunder.

13.7 The Companies hereby constitute the Agents as trustees for each of the other Indemnified Parties of the covenants of the Companies under this indemnity with respect to such persons and the Agents agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

13.8 The Companies agree that, in any event, no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Companies, or any person asserting claims on their behalf or in right for or in connection with the services provided under this Agreement, except to the extent that any losses, expenses, claims, actions, damages or liabilities incurred by the Companies are determined by a court of competent jurisdiction in a final judgment (in a proceeding in which an Indemnified Party is named as a party) that has become non-appealable to have resulted from a material breach of this Agreement, breach of applicable Laws, gross negligence, wilful misconduct or fraudulent act of such Indemnified Party.

13.9 The Companies also agree that if any action, suit, proceeding or claim shall be brought against, or an investigation commenced in respect of the Companies and any of the Indemnified Parties and personnel of such Indemnified Party shall be required to participate or respond in respect of or in connection with the services provided under this Agreement, each such Indemnified Party shall have the right to employ its own counsel in connection therewith and the Companies will reimburse the reasonable and documented out-of-

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pocket expenses as may be incurred by the Indemnified Parties and their personnel in connection therewith, including fees and disbursements of such Indemnified Party’s counsel.

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

14. Expenses

14.1 Atacama will pay all expenses and fees incurred in connection with the Offering, including without limitation, (i) all expenses of or incidental to the creation, issue, sale and distribution of the Subscription Receipts; (ii) the fees and expenses of the Company’s legal counsel; (iii) all costs incurred in connection with the preparation of documentation relating to the Offering, and (iv) all reasonable fees and expenses, including all reasonable “out-of-pocket” expenses, of the Agents, including all taxes and disbursements, including, all fees and disbursements of the Agents’ legal counsel (not to exceed $125,000, inclusive of disbursements and taxes without written authorization from the Company) (collectively, the “ Agents’ Expenses ”).

14.2 Agents’ Expenses incurred by the Agents, or on their behalf, shall be paid to the Agents on the Closing Date.

14.3 Notwithstanding the foregoing, the Agents’ Expenses shall be reimbursed to the Agents by the Companies whether or not the Offering is completed.

15. Advertisements

15.1 The Companies acknowledge 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 Subscription Receipts contemplated herein as the Agents may consider desirable or appropriate and as may be permitted by applicable Law, including Applicable Securities Laws. The Companies 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 legislation in any of the provinces and territories of Canada or any other jurisdiction in which the Subscription Receipts shall be offered and sold not being available.

16. Agents’ Compensation

16.1 In consideration of the services to be rendered by the Agents in connection with the Offering, the Agents will receive from Atacama a cash fee (the “ Agents’ Fee ”) equal to 6.0% of the Gross Proceeds sold by or through the Agents pursuant to the Offering, excluding sales of Subscription Receipts to purchasers on Atacama’s president’s list of Purchasers (the “ President’s List ”), in which case a cash fee of 3.0% of the Gross Proceeds from Purchasers on the President’s List will be paid to the Agents. The Gross Proceeds from the President’s List shall be subject to a maximum of $8 million. The Agents’ Fee shall be payable to the Agents upon release of the Escrowed Funds.

16.2 As additional compensation, the Agents will be issued compensation warrants (the “ Compensation Warrants ”) exercisable to acquire that number of Resulting Issuer Shares as is equal to 6.0% of the aggregate number of Subscription Receipts issued pursuant to the Offering (other than in respect of sales

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to purchasers on a President’s List, in respect of which the Agents will receive Compensation Warrants equal to 3.0% of the aggregate number of Subscription Receipts sold to Purchasers on the President’s List). Each Compensation Warrant shall be exercisable at the Offering Price for a period of 24 months following the Escrow Release.

16.3 For greater certainty, and in accordance with the terms of the Subscription Receipt Agreement, the Gross Proceeds to be placed in escrow and held by the Subscription Receipt Agent pursuant to the Subscription Receipt Agreement shall be reduced (and retained by the Agents) by an amount equal to the Agents’ Expenses in connection with the issuance and sale of the Subscription Receipts.

17. Agents’ Business

17.1 The Companies acknowledge 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 Companies or any other company that may be involved in any transaction with the Companies. 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 Companies.

18. Agents’ Authority

18.1 The Companies 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 Agents, or any of them, and each of the Agents shall have authority to bind the Agents hereunder except in respect of a notice of termination pursuant to Section 12 or the exercise of the indemnity rights specified in Section 13 which shall require the action of the relevant Agent.

19. Syndication by the Agents.

19.1 The Agents’ obligations under this Agreement shall be several and not joint nor joint and several, and the Agents’ respective obligations and rights and benefits hereunder shall be as to the following percentages (“ Relevant Proportions ”):

Cormark Securities Inc.	50%
Stifel Nicolaus Canada Inc.	50%

19.2 If an Agent shall not complete the sale of the Subscription Receipts which such Agent has agreed to sell hereunder for any reason whatsoever, the other Agents shall be entitled, at their option but without obligation, to sell the Subscription Receipts which would otherwise have been sold by such Agent who fails to sell its Relevant Proportion.

20. Survival of Warranties, Representations, Covenants and Agreements

20.1 All representations, warranties, covenants and agreements of the Companies herein contained or contained in any documents submitted 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

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for the benefit of the Agents and the Purchasers, as applicable for a period of two years following the Closing Date. For greater 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 Companies or the contribution obligations of the Agents or those of the Companies shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by Law.

21. General Contract Provisions

21.1 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 Atacama:

Atacama Copper Corporation. 500 – 800 West Pender Street Vancouver, BC, Canada V6C 2V6 Attention: Tim Warman, Chief Executive Officer and Director Email: [Redacted - Email Address]

with a copy (not to constitute notice) to:

Borden Ladner Gervais LLP Centennial Place, East Tower 520 3[rd] Avenue SW, Suite 1900 Calgary, Alberta T2P 0R3 Attention: Robb McNaughton Email: [Redacted - Email Address]

if to TPC1:

TCP1 Corporation 45 Hazelton Avenue, Suite C Toronto, ON, Canada M5R 2E3 Attention: John Graham, President and Director Email: [Redacted - Email Address]

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with a copy (not to constitute notice) to:

Goodmans LLP 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7

Attention: Kari McKay Email: [Redacted - Email Address]

or if to the Agents:

Cormark Securities Inc. Royal Bank Plaza, North Tower 200 Bay Street, Suite 1800 Toronto, Ontario M5J 2J2 Attention: Kevin Carter Email: [Redacted - Email Address]

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

Cassels Brock & Blackwell LLP Suite 3200, Bay Adelaid Centre – North Tower 40 Temperance Street Toronto, Ontario M5H 0B4 Attention: Chad Accursi Email: [Redacted - Email Address]

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being electronically transmitted and receipt confirmed during normal business hours, as the case may be. 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.

21.2 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.

21.3 No Fiduciary Duty. The Companies hereby acknowledge that the Agents are acting solely as agents in connection with the purchase and sale of the Subscription Receipts. The Companies further acknowledge that the Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agents act or be responsible as a fiduciary to the Companies or their respective management, shareholders or creditors or any other person in connection with any activity that the Agents may undertake or have undertaken in furtherance of such purchase and sale of any of the Companies’ securities, either before or after the date hereof. The Agents hereby expressly disclaim any fiduciary or similar obligations to the Companies, either in connection with the transactions contemplated by this Agreement or any matters leading up to such

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transactions, and the Companies hereby confirm their understanding and agreement to that effect. The Companies and the Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agents to the Companies regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the securities of Atacama, TCP1, and the Resulting Issuer, do not constitute advice or recommendations to the Companies. The Companies and the Agents agree that the Agents are acting solely as agents in connection with the Offering and not as an agent of or fiduciary of the Companies and no Agent has assumed, and no Agent will assume, any advisory responsibility in favour of the Companies with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Agent has advised or is currently advising the Companies on other matters).

21.4 Entire Agreement. This Agreement constitutes the entire agreement among the Agents and the Companies relating to the subject matter hereof and shall supersede any and all previous communications, representations, understandings and agreements with respect to the subject matter hereof, other than as described in the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.

21.5 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.

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

21.7 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.

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

21.9 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.

21.10 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.

21.11 Counterparts. This Agreement may be executed and delivered by original or other electronic transmission in one or more counterparts which, together, shall constitute an original copy of this Agreement as of the date first noted above.

[Rest of page intentionally left blank]

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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 Companies, please communicate your acceptance by executing where indicated below.

Yours very truly,

CORMARK SECURITIES INC.

Per: (signed) "Kevin Carter" Kevin Carter Managing Director, Investment Banking

STIFEL NICOLAUS CANADA INC.

Per: (signed) "Pierre Lalibert é" Pierre Laliberté Managing Director, Investment Banking

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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.

ATACAMA COPPER CORPORATION

Per: (signed) "Tim Warman" Authorized Signatory

TCP1 CORPORATION

Per: (signed) "John Graham" Authorized Signatory

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SCHEDULE “A”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule “A” to the Agency Agreement dated as of December 20, 2023 among the Companies and the Agents.

As used in this Schedule “A”, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Agency Agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:

1. “ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, 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 Subscription Receipts or the Resulting Issuer Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the Offering;

2. “ Foreign Issuer ” shall have the meaning ascribed thereto in Regulation S. Without limiting the foregoing, but for greater clarity, it means any issuer which is (a) the government of any country other than the United States, of any political subdivision thereof or a national of any country other than the United States; or (b) a corporation or other organization incorporated under the Laws of any country other than the United States, except an issuer meeting the following conditions as of the last day of the most recently completed second quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are held of record either directly or indirectly by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

3. “ General Solicitation ” and “ General Advertising ” means “ general solicitation ” and “ general advertising ”, respectively, as used in Rule 502(c) of Regulation D, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

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

1. “ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;

2. “ SEC ” means the United States Securities and Exchange Commission;

3. “ Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Regulation S;

4. “ U.S. Affiliate ” means the duly registered United States broker-dealer affiliate of an Agent; and

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1. “ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENTS

The Agents acknowledge that the Subscription Receipts, Atacama Shares and Resulting Issuer Shares have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States, and the Subscription Receipts may be offered, sold, pledged or transferred, directly or indirectly, only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. Accordingly, each of the Agents represents, warrants and covenants severally (and not jointly and severally) to Atacama that:

1. It has not offered and sold, and will not offer and sell, any Subscription Receipts or Resulting Issuer Shares forming part of its allotment or otherwise as a part of the distribution except (a) to non-U.S. Purchasers in an “offshore transaction” , as such term is defined in Regulation S, in accordance with Rule 903 of Regulation S or (b) to, or for the account or benefit of, U.S. Purchasers, solely as provided in paragraphs 2 through 16 below. Accordingly, none of the Agent, any U.S. Affiliate or any person acting on its or their behalf, has engaged or will engage in: (i) except as provided in paragraphs 2 through 16 below, (A) any offer to sell or any solicitation of an offer to buy, any Subscription Receipts to, or for the account or benefit of, any person in the United States, or (B) any sale of Subscription Receipts to, any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States, or such Agent, U.S. Affiliate or person acting on behalf of either reasonably believed that such Purchaser was outside the United States, (ii) any Directed Selling Efforts, or (iii) any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Subscription Receipts or the issuance of the Resulting Issuer Shares.

2. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Subscription Receipts, except with its U.S. Affiliate, any selling group members or with the prior written consent of Atacama. It shall require each selling group member to agree in writing, for the benefit of Atacama, to comply with, and shall use its best efforts to ensure that each selling group member complies with, the same provisions of this Schedule as apply to such Agent as if such provisions applied to such selling group member.

3. All offers and sales of Subscription Receipts to, or for the account or benefit of, U.S. Purchasers have been and will be made through its U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements and all applicable U.S. federal and state securities laws.

4. Its U.S. Affiliate is, and as of the Closing Date shall be, (i) registered as a broker or dealer under the U.S. Exchange Act and under the securities laws of each state where offers and sales of Subscription Receipts have been or will be made (unless exempted from such state’s broker-dealer registration requirements), and (ii) is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.

5. Offers and sales of Subscription Receipts and the Resulting Issuer Shares to, or for the account or benefit of, U.S. Purchasers have not been and will not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

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1. Offers and sales of Subscription Receipts to, or for the account or benefit of, U.S. Purchasers may be made on behalf of Atacama, pursuant to the exemption from registration under 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 under applicable securities laws of any state of the United States to persons who are or are reasonably believed by them to be Qualified Institutional Buyers or U.S. Accredited Investors.

2. All U.S. Purchasers of the Subscription Receipts shall be informed that the Subscription Receipts and the Resulting Issuer Shares have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States, and that the Subscription Receipts are being offered and sold to such Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States.

3. The Agent acting through its U.S. Affiliate may offer the Subscription Receipts to, or for the account or benefit of, U.S. Purchasers only to offerees that they had a pre-existing business relationship with and had reasonable grounds to believe were U.S. Accredited Investors and/or Qualified Institutional Buyers and immediately prior to making any such offer had reasonable grounds to believe and did believe that each offeree was a U.S. Accredited Investor or a Qualified Institutional Buyer, and on the date hereof, they continue to believe that each U.S. Purchaser is a U.S. Accredited Investor or a Qualified Institutional Buyer.

4. Prior to any sale of Subscription Receipts by Atacama to, or for the account or benefit of, a U.S. Accredited Investor, it will cause each such U.S. Accredited Investor to execute and deliver a Subscription Agreement and Annex I to Schedule “C” thereto with the certificate for U.S. Accredited Investors.

5. Prior to any sale of Subscription Receipts by the Agent acting through its U.S. Affiliate to, or for the account or benefit of, a Qualified Institutional Buyer, it will cause each such Qualified Institutional Buyer to execute and deliver a Subscription Agreement and Annex II to Schedule “C” thereto with the certificate for Qualified Institutional Buyers.

6. Prior to the Closing Date, it will provide Atacama with a list of all U.S. Purchasers of the Subscription Receipts, and in each case indicate that such U.S. Purchaser is a U.S. Accredited Investor or Qualified Institutional Buyer, as applicable, and the state or other jurisdiction in which the Subscription Receipts were offered or sold to such U.S. Purchaser that is a U.S. Accredited Investor or Qualified Institutional Buyer, as applicable. Prior to the Closing Time, it will provide Atacama with copies of all executed Subscription Agreements and schedules and exhibits attached thereto, and will otherwise offer reasonable assistance to the Companies with respect to the Companies’ obligations to prepare and file forms and notices required under the U.S. Securities Act and applicable securities laws of any state of the United States in connection with the offer and sale of the Subscription Receipts including, for the avoidance of doubt, the filing of a Form D with the SEC within 15 days of the first sale of the Subscription Receipts to a U.S. Purchaser and any such related filings as may be required by applicable securities laws of any state of the United States to secure exemption from registration under such securities laws for the sale of the Subscription Receipts in such states.

7. The Agent covenants and agrees that it, its Affiliates (including its U.S. Affiliate) and any person acting on its or their behalf will not (i) pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Subscription Receipts for the Resulting Issuer Shares pursuant to the terms of the Subscription Receipt Agreement; and (i) take an action that would

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cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the issuance of the Resulting Issuer Shares pursuant to the terms of the Subscription Receipt Agreement.

1. At the Closing Time, the Agent will, together with its U.S. Affiliate, provide to Atacama a certificate in the form of Exhibit “I” to this Schedule “A” relating to the manner of the offer and sale of the Subscription Receipts to, or for the account or benefit of, U.S. Purchasers or will be deemed to have represented and warranted that none of it, its Affiliates (including its U.S. Affiliate) or any persons acting on its or their behalf offered or sold Subscription Receipts to, or for the account or benefit of, U.S. Purchasers.

2. 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 offer and sale of the Subscription Receipts or the issuance of the Resulting Issuer Shares.

3. As of the Closing Date, with respect to Subscription Receipts to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D, if any,, the Agent represents that none of (i) the Agent or its U.S. Affiliate, (ii) the Agent or its U.S. Affiliate’s general partners or managing members, (iii) any of the Agent or its U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Subscription Receipts, (iv) any of the Agent or its U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Subscription Receipts or (v) any other person associated with any of the above persons, including any selling group members and any such persons related to such selling group members, that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Subscription Receipts (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons” ), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under Regulation D (a “Disqualification Event” ). It will notify Atacama in writing, prior to the Closing Date of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to Atacama hereunder, and (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.

4. As of the Closing Date, the Agent represents that 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 Subscription Receipts.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ATACAMA AND THE RESULTING ISSUER

Atacama and, insofar as Resulting Issuer Shares are concerned, Atacama as the Resulting Issuer, represents, warrants, covenants and agrees that:

1. It is a Foreign Issuer and reasonably believes (a) that as of the date hereof and on the Closing Date, there is no Substantial U.S. Market Interest in the Subscription Receipts or the Resulting Issuer Shares, (b) it is not now, and as a result of the sale of Subscription Receipts contemplated hereby will not be, registered or required to be registered as an “investment company” as such term is defined under the United States Investment Company Act of 1940, as amended, under such Act; and (c) neither it nor any of its predecessors or affiliates has been subject to any order, judgment or

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decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.

1. During the period that the Subscription Receipts are, or were offered for sale, neither it nor its subsidiaries nor any of its affiliates, nor any person acting on its or its behalf (other than the Agent, its U.S. Affiliates and any persons acting on any of their behalf, in respect of which no representation is made) (i) has made or will make any Directed Selling Efforts, (ii) has engaged in or will engage in any form of General Solicitation or General Advertising or any matter involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act with respect to offers or sales of the any of the Subscription Receipts or Resulting Issuer Shares to, or for the account or benefit of U.S. Purchasers, or (iii) has taken or will take any other action that would cause the exclusion from registration provided by Regulation S or the exemptions from registration provided by Section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D to be unavailable with respect to offers and sales of the Subscription Receipts pursuant to this Schedule “A”.

2. It has not and will not, during the period beginning 30 days prior to the start of the offering of Subscription Receipts and ending 30 days after the completion of the offering of Subscription Receipts sell, offer for sale or solicit any offer to buy any of its securities in the United States in a manner that would be integrated with and would cause 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 with respect to offers and sales of the Subscription Receipts pursuant to this Schedule “A”.

3. It will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable securities laws of any state of the United States in connection with the offer and sale of the Subscription Receipts, including, if applicable, filing a notice on Form D with the SEC.

4. Except with respect to offers and sales to U.S. Accredited Investors or Qualified Institutional Buyers, as applicable, who are U.S. Purchasers or who are acting for the account or benefit of U.S. Purchasers, in reliance upon an exemption from registration under Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States, neither it nor its affiliates or any person acting on its or its behalf (other than the Agents, their U.S. Affiliates or any person acting on any of their behalf, in respect of which no representation is made) has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Subscription Receipts to, or for the account or benefit of, any U.S. Purchaser; or (B) any sale of Subscription Receipts unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States or it, its affiliates, and any person acting on its or their behalf reasonably believes that such Purchaser was outside the United States.

5. None of it, any of its affiliates or any person acting on any of their behalf (other than the Agents, their U.S. Affiliates, or any person acting on any of their behalf, in respect of which no representation is made) 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 Subscription Receipts or the issuance of the Resulting Issuer Shares.

6. It covenants and agrees that it, its affiliates and any person acting on its or their behalf (other than the Agents, their U.S. Affiliates or any person acting on any of their behalf, in respect of which no representation is made) will not (i) pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Subscription Receipts and is not aware of any person

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(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 Subscription Receipts; and (ii) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the issuance of the Resulting Issuer Shares pursuant to the Subscription Receipt Agreement.

1. As of the Closing Date, with respect to the offer and sale of the Subscription Receipts sold in reliance on Rule 506(b) of Regulation D, if any, none of it, any of its predecessors, any affiliated issuer, any director, executive officer or other officer of it participating in the offering, any beneficial owner of 20% or more of its outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with it in any capacity at the time of sale of the Subscription Receipts (but excluding the Dealer Covered Persons, as to whom no representation, warranty or covenant is made) (each, an “ Company Covered Person ” and, collectively, the “ Company Covered Persons ”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under Regulation D. It has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. If applicable, it has complied with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Agent and their U.S. Affiliate a copy of any disclosures provided thereunder.

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EXHIBIT “I” TO SCHEDULE “A”

AGENT’S CERTIFICATE

In connection with the private placement to, or for the account or benefit of, persons in the United States of Subscription Receipts of Atacama Copper Corporation (“ Atacama ”) pursuant to the Agency Agreement dated December 20, 2023 among the Companies and the Agents named therein (the “ Agency Agreement ”), each of the undersigned does hereby certify as follows:

• (i) each U.S. affiliate of the undersigned Agent (the “ U.S. Affiliate ”) is (i) a duly registered broker or dealer under the U.S. Exchange Act and under the securities laws of all applicable states where the offers and sales of Subscription Receipts were made (unless otherwise exempted from such state’s broker-dealer registration requirements) and (ii) a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. on the date of each such offer and sale and on the date hereof;

• (ii) all offers and sales of the Subscription Receipts in the United States were made to U.S. Accredited Investors or Qualified Institutional Buyers;

• (iii) all offers and sales of Subscription Receipts to, or for the account or benefit of, U.S. Purchasers have been effected in accordance with all applicable U.S. federal and state broker dealer requirements;

• (iv) we have provided each offeree of Subscription Receipts (a) that is a U.S. Accredited Investor with a Subscription Agreement for U.S. Accredited Investors and (b) that is a Qualified Institutional Buyer with a Subscription Agreement for Qualified Institutional Buyers and no other written material was used in connection with the offer and sale of the Subscription Receipts to U.S. Purchasers.

• (v) immediately prior to offering Subscription Receipts to an offeree that was in the United States, we had a pre-existing business relationship with and had reasonable grounds to believe and did believe that each offeree was a U.S. Accredited Investor or a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each U.S. Purchaser purchasing the Subscription Receipts from Atacama is a U.S. Accredited Investor or a Qualified Institutional Buyer;

• (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Subscription Receipts and the issuance of the Atacama Shares or the Resulting Issuer Shares to, or for the account or benefit of, U.S. Purchasers;

• (vii) prior to any sale of Subscription Receipts by Atacama to a U.S. Purchaser, we caused (a) each U.S. Purchaser that is a U.S. Accredited Investor to execute and deliver a Subscription Agreement for U.S. Accredited Investors and (b) each U.S. Purchaser that is a Qualified Institutional Buyer to execute and deliver a Subscription Agreement for Qualified Institutional Buyers, in each case including any schedules and exhibits attached thereto;

• (viii) none of us, any member of the selling group, or any of our or their affiliates, have taken or will take any action which would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the offer or sale of the Subscription Receipts and the Resulting Issuer Shares; and

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• (ix) the offer and sale of the Subscription Receipts has been conducted by us in accordance with the terms of the Agency Agreement, including Schedule “A” thereto.

Capitalized terms used in this certificate have the meanings given to them in the Agency Agreement, including Schedule “A” thereto, unless otherwise defined herein.

DATED this ___ day of ____, 2023.

[AGENT}

[U.S. AFFILIATE]

By: Name: Title:

By: Name: Title

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SCHEDULE “B”

This is Schedule “B” to the Agency Agreement dated as of December 20, 2023 among the Companies and the Agents.

FORM OF LOCK-UP AGREEMENT

TO: CORMARK SECURITIES INC. STIFEL NICOLAUS CANADA INC.

(collectively, the “Agents”)

WHEREAS the undersigned is currently or could become: (i) the registered or beneficial holder of common shares (“ Atacama Shares ”) in the issued and outstanding capital of Atacama Copper Corporation (“ Atacama ”) (and including for certainty any Resulting Issuer Shares or other securities of the Resulting Issuer that may be issued in exchange and replacement for any Atacama Shares or other securities of Atacama held by the undersigned in connection with the Business Combination and in accordance with the terms of the Definitive Agreement); and/or (ii) a director or officer of the Resulting Issuer.

AND WHEREAS the undersigned understands that the Agents have entered into an agency agreement dated December 20, 2023 (the “ Agency Agreement ”) with Atacama and TCP1 Corporation (“ TCP1 ” and together with Atacama, the “ Companies ”) providing for the private placement of Subscription Receipts (the “ Offering ”);

AND WHEREAS in accordance with the terms of the Agency Agreement, it is desirable that the Locked-Up Securities (as defined below) be subject to certain restrictions for a limited period of time;

NOW THEREFORE in consideration for the Agents completing the Offering on the terms set out in the Agency Agreement and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby enters into this agreement and agrees as follows:

1. All capitalized terms used herein but not otherwise defined herein have the meaning given to them in the Agency Agreement.

2. The undersigned agrees not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Atacama Shares or Resulting Issuer Shares held by the undersigned, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership (the “ Locked-Up Securities ”), or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of the LockedUp Securities , whether such transaction is settled by the delivery of the Atacama Shares or Resulting Issuer Shares , other securities, cash or otherwise, for a period (the “ Lock-Up Period ”) commencing on the date hereof and ending 120 days following the Escrow Release, unless the undersigned first obtains the prior written consent of the Agents, such consent not to be unreasonably withheld.

3. Section 2 shall not apply to: (a) any sale, transfer or tender of any of the Locked-Up Securities to a take-over bid or in connection with a merger, business combination, arrangement, restructuring or similar transaction involving the Resulting Issuer, provided that in the event such transaction is not completed the Locked-Up Securities shall continue to be subject to this agreement; (b) by way of a pledge or security interest, provided that the pledgee or beneficiary of the security interest agrees in writing with the Agents

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to be bound by this Agreement for the reminder of the term; or (c) transfers to affiliates of the undersigned, any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; or (d) transfers occurring by operation of law or in connection with transactions arising as a result of the death of the undersigned, provided that in each of (c) and (d) any such transferee shall first enter into an agreement in substantially similar form to this agreement, which shall remain in full force and effect until the expiry of the Lock-Up Period.

1. The undersigned authorizes Atacama or the Resulting Issuer to cause its transfer agent during the Lock-Up Period to decline to transfer and/or to note stop transfer restrictions on the transfer books and records of Atacama or the Resulting Issuer with respect to any Locked-Up Securities for which the undersigned is the record holder and, in the case of any such Locked-Up Securities for which the undersigned is the beneficial but not the record holder, agrees to cause the record holder to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on such books and records with respect to such securities.

2. Notwithstanding anything to the contrary contained herein and for certainty, upon completion of the Business Combination, all references to Atacama and securities of Atacama, and TCP1 (including as such securities relate to the Locked-Up Securities) contained in this agreement shall be deemed to be and shall be interpreted as references to the Resulting Issuer and securities of the Resulting Issuer, respectively, and this lock-up agreement and the restrictions set out herein will apply in all respects with respect to such securities of the Resulting Issuer.

3. The undersigned hereby represents and warrants that the undersigned (i) has full power and authority to enter into this agreement, and that, upon the reasonable request of the Agents, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof, (ii) understands that the Companies and the Agents are relying upon this lock-up agreement in proceeding towards consummation of the Offering, and (iii) understands that it is a condition of the completion of the Offering that certain persons enter into an agreement in the form or substantially in the form hereof. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s legal representatives, successors and permitted assigns, and shall enure to the benefit of the Companies, the Agents and their successors and assigns for the duration of the Lock-Up Period. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned.

4. This agreement shall enure to the benefit of the addressees and their successors and assigns and shall be governed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

[Signature page follows]

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This agreement may be executed by facsimile or electronic signatures which shall be effective as original signatures.

DATED as of this day of , 2023.

SIGNED in the presence of: ) ) ) ) ) Witness ) Signature ) ) Name of Witness (please type or print) ) Name (please type or print) )

1408-0586-0616