Generation Mining Limited

Execution Version

THIS PRECIOUS METALS PURCHASE AGREEMENT dated as of January 26, 2022 (the “ Effective Date ”).

BETWEEN:

WHEATON PRECIOUS METALS CORP. , a corporation continued under the laws of the Province of Ontario

(“ Wheaton ”)

and -

GENERATION PGM INC. , a company existing under the laws of the Province of Ontario

(“ Supplier ”)

and –

GENERATION MINING LIMITED , a company existing under the laws of the Province of Ontario

(“ Parent Company ”)

WITNESSES THAT:

WHEREAS Supplier is a wholly-owned direct subsidiary of Parent Company;

AND WHEREAS Supplier is the legal and beneficial owner of the Mining Properties (defined below) of the Mining Properties;

AND WHEREAS Supplier has agreed to sell to Wheaton, and Wheaton has agreed to purchase from Supplier, an amount of Refined Gold equal to the Payable Gold and an amount of Refined Platinum equal to the Payable Platinum, subject to and in accordance with the terms and conditions of this Agreement;

AND WHEREAS Parent Company has agreed to guarantee the payment and performance of all of the covenants and obligations of Supplier under this Agreement;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

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PRECIOUS METALS PURCHASE AGREEMENT BETWEEN WHEATON PRECIOUS METALS CORP. (“WHEATON”), GENERATION PGM INC. (“SUPPLIER”) AND GENERATION MINING LIMITED (“PARENT COMPANY”)

ARTICLE 1 INTERPRETATION ................................................................................................................ 3 ARTICLE 2 PURCHASE AND SALE ...................................................................................................... 24 ARTICLE 3 DEPOSIT AND BUY BACK OPTION................................................................................. 27 ARTICLE 4 CONSTRUCTION, DEVELOPMENT AND COMPLETION ............................................. 38 ARTICLE 5 TERM ..................................................................................................................................... 41 ARTICLE 6 REPORTING; BOOKS AND RECORDS ............................................................................. 42 ARTICLE 7 COVENANTS ....................................................................................................................... 46 ARTICLE 8 GUARANTEES AND SECURITY ....................................................................................... 54 ARTICLE 9 REPRESENTATIONS AND WARRANTIES ...................................................................... 56 ARTICLE 10 DEFAULTS AND DISPUTES ............................................................................................ 57 ARTICLE 11 ADDITIONAL PAYMENT TERMS .................................................................................. 61 ARTICLE 12 GENERAL ........................................................................................................................... 63 SCHEDULE A MINING PROPERTIES (WITH MAPS)...................................................................... A-69 SCHEDULE B CORPORATE STRUCTURE AND ORGANIZATION CHART .................................. B-1 SCHEDULE C PAYABLE GOLD AND PLATINUM ........................................................................... C-1 SCHEDULE D REPRESENTATIONS AND WARRANTIES OF SUPPLIER PMPA ENTITIES ....... D-1 SCHEDULE E REPRESENTATIONS AND WARRANTIES OF WHEATON .................................... E-1 SCHEDULE F INTERCREDITOR CORE PRINCIPLES ........................................................................ F-1 SCHEDULE G STREAM NPV PROCEDURES ..................................................................................... G-1 SCHEDULE H CODES OF CONDUCT ................................................................................................. H-1 SCHEDULE I MATERIAL CONTRACTS ...............................................................................................I-2

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ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement:

“ Acquiror ” has the meaning set out in the definition of “ Change of Control ”.

“ Actual Gold Production ” means, for any period, the number of ounces of Produced Gold contained in doré or concentrate produced during such period from the processing of ore mined, produced, extracted or otherwise recovered from the Mining Properties during such period through the Mineral Processing Facilities.

“ Actual Platinum Production ” means, for any period, the number of ounces of Produced Platinum contained in doré or concentrate produced during such period from the processing of ore mined, produced, extracted or otherwise recovered from the Mining Properties during such period through the Mineral Processing Facilities.

“ Actual Throughput ” means, in respect of a calendar month, the total tonnes of ore from the Mining Properties processed through the Mineral Processing Facilities in such calendar month.

“ Advanced Deposit ” means, at any time, that portion of the Deposit that has been advanced by Wheaton to Supplier (including the First Early Deposit Payment, the Second Early Deposit Payment and the Construction Payments, in each case to the extent advanced), subject to any reductions in accordance with Section 3.4(f), Section 3.9(b)(viii) or Section 4.4(a). For greater certainty, the amount of the Advanced Deposit shall not be affected by any reduction to the Uncredited Deposit in accordance with Section 2.5 or otherwise.

“ Adverse Impact ” means any effect, event, occurrence, amendment or other change that, when taken together with all other effects, events, occurrences, amendments or other changes, is or would reasonably be likely to:

(i) have a material adverse impact on any Supplier PMPA Entity or the Mine;
(ii) significantly decrease or delay the expected gold or platinum production from the Mining Properties or otherwise significantly decrease or delay the expected Payable Gold or Payable Platinum;
(iii) cause Completion not to be achieved by the Outside Completion Date;
(iv) significantly limit, restrict or impair the ability of any Supplier PMPA Entity to perform its obligations under this Agreement or of the Supplier to operate the Mine; or
(v) result in an Event of Default.

“ Affiliate ” means, in relation to any person, any other person controlling, controlled by, or under common control with such first mentioned person.

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“ Agreement ” means this Precious Metals Purchase Agreement and all attached schedules, in each case as the same may be supplemented, amended, restated, modified or superseded from time to time in accordance with the terms hereof.

“ Applicable Law ” means any law, regulation, decision, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations (in each case having force of law) of any Governmental Authority, including any judicial or administrative interpretation thereof, applicable to a person or any of its properties, assets, businesses or operations.

“ Applied Canadian Reference Amount ” means, at any time, nil plus the sum of the following Canadian dollar amounts (as such amounts may be reduced in accordance with Section 3.9(b)(iii) and Section 3.9(b)(iv)), as applicable: [REDACTED – commercially sensitive information]

For clarity, once the Deposit has been paid by Wheaton to Supplier in full, it is intended that the Applied Canadian Reference Amount will be equal to the Total Canadian Reference Amount.

“ Approvals ” means all authorizations, licences, permits (including water permits), rights (including surface and access rights), privileges, concessions, franchises, clearances, consents, orders and other approvals required to be obtained from any Governmental Authority or other person, including with respect to Environmental Governmental Requirements.

“ Base Case Model ” means the financial model for the Mine set out in the Development Plan, setting out the projected production, revenue, costs and expenditures of the Supplier relating to the development, construction and operation of the Mine, including the Total Capex and the methodology used in making such projections (in respect of each calendar month for the period from the Effective Date to the reasonably expected date of Completion and in respect of each fiscal year thereafter), based on the Development Plan, Reserve Statement and reasonable assumptions and contingencies at the time made.

“ Books and Records ” means all books, records, invoices, data, documentation, weight, moisture and assay certificates, scientific and technical information, samples and other information relating to operations and activities with respect to the Mine, the Mining Properties, the Mineral Processing Facilities, Completion and the mining, treatment, processing, milling, leaching, gravity, refining, concentrating and transportation of Minerals.

“ Business Day ” means any day other than a Saturday or Sunday or a day that is a statutory or bank holiday under the laws of the Province of British Columbia or the Province of Ontario.

“ Buy Back Closing ” has the meaning set out in Section 3.9(a).

“ Buy Back Option ” has the meaning set out in Section 3.9(a).

“ Buy Back Trigger Event ” has the meaning set out in Section 3.9(a).

“ Change of Control ” of a person means the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, Transfer or acquisition of voting shares, the result of which is that any other person or group of other persons acting jointly or in concert for purposes of such transaction (any such person or group of persons being referred to as the “ Acquiror ”): (i) becomes the beneficial owner, directly or indirectly, of 50% or more of the voting shares of such person, measured by voting power rather than number of shares; or (ii) acquires control of such person.

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“ Collateral ” means the Parent Company Collateral, the Holdco Collateral and the Supplier Collateral, provided that, to the extent that any Parent Company Collateral or Holdco Collateral is released pursuant to Section 8.1 of this Agreement, it shall no longer constitute “Collateral”.

“ Committed Equipment Financing ” means any Equipment Financing committed to be provided to Supplier on terms and conditions that are not reasonably expected to result in an Adverse Impact and under which all material conditions precedent necessary for initial draw down on such Equipment Financing have been satisfied or waived.

“ Committed Project Financing ” means Project Financing, including, for avoidance of doubt, any cost overrun facility, committed to be provided to Supplier on terms and conditions that are not reasonably expected to result in an Adverse Impact and under which all material conditions precedent necessary to draw down on such Project Financing have been satisfied or waived, other than the advance of the Deposit.

“ Completion ” means, with respect to a Completion Period, that the Completion Percentage is 90% or more.

“ Completion Percentage ” means, with respect to a Completion Period, the percentage calculated as follow: [REDACTED – commercially sensitive information]

with each of “Actual Gold Production”, “Actual Platinum Production”, “Target Gold Production” and “Target Platinum Production” being determined based on such Completion Period.

“ Completion Certificate ” has the meaning set out in Section 4.2(b).

“ Completion Period ” means a period of 90 consecutive days during which period a Completion Test has been performed in accordance with Section 4.2; provided that no Completion Period may extend beyond the termination of this Agreement.

“ Completion Test ” has the meaning set out in Section 4.2(a).

“Condition Satisfaction Date ” means the first date on which each of the conditions set forth in Section 3.5(a) in respect of the first Construction Payment have been satisfied and fulfilled (or waived by Wheaton).

“ Confidential Information ” has the meaning set out in Section 6.5(a).

“ Construction Payment ” has the meaning set out in Section 3.5(a).

“ control ” means the right, directly or indirectly, to direct or cause the direction of the management of the business or affairs of a person, whether by ownership of securities, by contract or otherwise (including by way of entitlement to nominate a majority of the directors of such entity); and “ controls ”, “ controlling ”, “ controlled by ” and “ under common control with ” have corresponding meanings.

“ Cost Overrun Capital ”. [REDACTED – commercially sensitive information]

“ Debt Service Coverage Ratio ” as determined for Supplier means, the lowest ratio of A to B calculated in respect of the latest maturity date of each existing and, as applicable, proposed

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Financial Indebtedness (the “ Applicable Maturity Date ”) payable by, assumed by or guaranteed by Supplier, where:

(i) “A” is the aggregate of all projected operating cash flow of Supplier less stream payments, all capital expenditures (including sustaining and expansionary capital expenditures), and Taxes, all based on reasonable assumptions to be agreed to, reasonably expected to be generated from the date from which the Debt Service Coverage Ratio is being calculated to the Applicable Maturity Date, plus cash on hand less any proposed or reasonably expected distributions during that period; and
(ii) “B” is the aggregate of all principal and interest in respect of existing and, as applicable, proposed Financial Indebtedness payable by, assumed by or guaranteed by Supplier that becomes due prior to or at the same time as the Applicable Maturity Date.

“ Delay Ounce Balance ” means the number of ounces that are to be delivered by Supplier to Wheaton that have been deferred in accordance with Section 3.4(b), as such balance may be adjusted pursuant to the terms of this Agreement including Sections 3.4(c) through 3.4(f).

“ Delay Payment Commencement Date ” has the meaning set out in Section 3.4(a).

“ Deposit ” means the sum of the First Early Deposit Payment, the Second Early Deposit Payment and each Construction Payment.

“ Deposit Exchange Rate ” means, in respect of any payment hereunder for which the conversion of a Canadian dollar amount to a US dollar amount is required, at the election of Wheaton, either:

(i) the quotient of: (A) one; divided by (B) the US dollar to Canadian dollar closing exchange rate published by the Bank of Montreal for the Business Day immediately prior to the date on which such payment is made; or
(ii) the exchange rate required such that the funds received by Supplier in its Canadian dollar bank account with the Bank of Montreal equals such Canadian dollar amount.

“ Deposit Period ” means any period during which the Uncredited Deposit is greater than nil.

“ Design Feed Rate ” means the design throughput of the Mineral Processing Facilities (expressed in tonnes/day) as set out in the Feasibility Documentation delivered to Wheaton pursuant to Section 3.5(a)(xvii) in connection with the first Construction Payment, which as of the date of this Agreement is expected to be 25,200 tonnes/day.

“ Development Plan ” means a comprehensive plan for the construction and development of the Mine which, among other things, shall be consistent with the Feasibility Study and set out in reasonable detail the construction control capital budget, Total Capex, the design throughput of the Mineral Processing Facilities expressed in tonnes/day, planned monthly expenditure and level 2 project schedule for achieving Completion, the source and application of funds required to achieve Completion and to thereafter operate and maintain the Mine, as such plan may be amended from time to time without the prior written consent of Wheaton; provided that prior to the achievement of Completion, the prior written consent of Wheaton, acting reasonably, shall be obtained for any amendment that would reasonably be expected to have an Adverse Impact.

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“ Disclosing Party ” has the meaning set out in Section 6.5(a).

“ Dispute ” means any and all questions, claims, controversies, or disputes arising out of or relating to the validity, construction, interpretation, meaning, performance, effect or breach of any one or more of this Agreement and any Transaction Document, or the rights and liabilities arising hereunder or thereunder.

“ Dispute Notice ” has the meaning set out in Section 10.4(a).

“ Distribution ” means any cash or in kind payment (for the avoidance of doubt, the issuance of shares in the capital of the Parent Company to any person shall not be a Distribution), directly or indirectly, by a Supplier PMPA Entity (the “ Restricted Person ”) of any:

(i) distribution, capital reduction, repurchase or redemption of outstanding stock, dividend in cash or other property or assets or return of any capital to any Affiliate of the Restricted Person;
(ii) management fee paid or comparable payment to any Affiliate of the Restricted Person or to any director or officer of the Restricted Person or Affiliate of the Restricted Person, or to any person not dealing at arm’s length with the Restricted Person or any Affiliate, director or officer of the Restricted Person, other than director fees, salary, bonus or other form of consideration paid in the ordinary course to any director or officer;
(iii) indebtedness owing by the Restricted Person to an Affiliate of the Restricted Person by way of intercompany debt or otherwise; or
(iv) amount which thereby becomes indebtedness owing by the recipient to the Restricted Person.

“ Effective Date ” has the meaning set out in the preamble to this Agreement.

“ Encumbrances ” means all mortgages, charges, assignments, hypothecs, pledges, security interests, liens, movable assets securities, trusts, easements, restrictions, patent or other reservation in minerals, royalty claims, and other encumbrances and adverse claims of every nature and kind similar to a security interest.

“ Environmental Governmental Requirements ” mean Applicable Laws relating to pollution or protection of the environment or any natural resource, archaeological preventive programs or occupational or public health or safety, including Applicable Laws relating to emissions, discharges, or releases of pollutants, contaminants, chemicals or substances (whether ordinary, industrial, toxic or hazardous) or wastes into the environment (including ambient air, atmosphere, fauna, flora, surface water, ground water, aquifers, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, management, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or substances (whether ordinary, industrial, toxic or hazardous) or wastes, which are applicable to the Mine, the Project Assets or the other assets owned, controlled or managed by Supplier or to the activities at any time of Supplier.

“ Equipment Financing ” has the meaning set out in Section 7.11(a).

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“ Event of Default ” has the meaning set out in Section 10.1.

“ Excluded Collateral ” means, from and after the later of the date on which Completion is achieved and the date on which any Project Financing (not including any bona fide refinancing thereof) to which Wheaton has subordinated its interest in accordance with Section 8.2 is repaid in full, all present and after-acquired property and assets of Parent Company and any Holdco (other than Supplier), other than: (i) all securities and other equity interests held by Parent Company or any Holdco in any Holdco or Supplier; and (ii) all Mining Properties, Project Assets, Produced Gold and Produced Platinum and any other mining properties or concessions, real property or equipment used, in whole or in part, in connection with or otherwise related to the Mine or Mining Properties that is held by Parent Company or any Holdco.

“ Excluded Taxes ” means, with respect to Wheaton or any other recipient of any Delivery or payment or transfer of property of any kind under this Agreement:

(i) any Taxes imposed on or measured by the person’s net income, net profits, capital gains, capital or branch profits, arising in a jurisdiction (or any political subdivision thereof) by virtue of the person (A) being incorporated or continued or resident or organized in such jurisdiction, or (B) having a permanent establishment or otherwise having any connection with such jurisdiction (other than solely by reason of having entered into and performed obligations or received benefits under this Agreement or matters incidental thereto), in each case determined by application of the laws of that jurisdiction; and
(ii) any Taxes which arise because of a change in the jurisdiction in which Wheaton or any transferee of Wheaton’s interest is resident or incorporated, but only to the extent the amount of such Taxes exceeds the amount that would otherwise have been payable.

“ Feasibility Documentation ” means, collectively, the Feasibility Study, Development Plan, Base Case Model, Reserve Statement and Independent Project Consultant Report showing a planned plant throughput for the Mineral Processing Facilities of at least 25,200 tonnes per day, and weighted average gold recoveries of not less than 70% and weighted average platinum recoveries of not less than 83.9%.

“ Feasibility Study ” means a Feasibility Study (as such term is defined in NI 43-101) relating to the Mine to be developed, as it may be subsequently amended without the prior written consent of Wheaton, provided , however, that prior to the achievement of Completion the prior written consent of Wheaton, acting reasonably, shall be obtained for any amendment that could reasonably be expected to have an Adverse Impact.

“ Financial Indebtedness ” means any indebtedness or other obligation for the payment of money, including any obligation in respect of:

(i) any moneys borrowed;
(ii) any bill of exchange, bond, debenture, note or similar instrument;
(iii) any acceptance, endorsement or discounting arrangement;
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(iv) any finance lease or any rental payments under leases entered into primarily as a means of financing the acquisition of the asset leased;
(v) any guarantee, indemnity, letter of credit or similar assumption of any responsibility or obligation in respect of any other person; or
(vi) deferred payment for any asset or service;

and irrespective of whether the debt or liability:

(vii) is present or owing in the future;
(viii) is owed or incurred alone or severally or jointly or both with another person; or
(ix) is a combination of any of the above;

but excluding:

(x) any deferred payment for any asset or service that is paid in full within 90 days of its incurrence; and
(xi) any indebtedness (whether contingent or otherwise) in respect of employee benefits, pension benefits or entitlements, employee termination or severance payments or similar obligations until the indebtedness or obligation in respect thereof becomes due and payable.

“ First Construction Reference Amount ” has the meaning set out in Section 3.5(a)(i).

“ First Early Deposit Date ” has the meaning set out in Section 3.2(a).

“ First Early Deposit Payment ” has the meaning set out in Section 3.2(a).

“ Fourth Construction Reference Amount ” has the meaning set out in Section 3.5(a)(iv).

“ Gold Market Price ” means, with respect to any day, the per ounce LBMA Gold Fixed Price PM in U.S. dollars published by the London Bullion Market Association on such day or the immediately preceding trading day if such day is not a trading day; provided that if for any reason, the London Bullion Market Association is no longer in operation or the price of gold is not confirmed, acknowledged by or quoted by the London Bullion Market Association, the Gold Market Price shall be determined by reference to the price of gold on another commercial exchange mutually acceptable to the Parties, acting reasonably.

“ Gold Production Payment ” means, with respect to any delivery of Refined Gold, the Gold Market Price on the day immediately prior to the applicable Time of Delivery multiplied by:

(i) during any period that is a Deposit Period, 18%; or
(ii) during any period that is not a Deposit Period, 22%.

“ Gold Purchase Price ” has the meaning set out in Section 2.5(a).

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“ Governmental Authority ” means any federal, state, departmental, provincial, national, territorial, regional, municipal or local government, agency, department, ministry, authority, tribunal, commission, official, court, stock exchange or securities commission.

“ GST/HST ” means the tax payable pursuant to Part IX of the Excise Tax Act (Canada).

“ Guarantees ” means, collectively, the Parent Company Guarantee, the Holdco Guarantees and Supplier Guarantee.

“ Holdco ” has the meaning set out in Section 8.1(b).

“ Holdco Collateral ” has the meaning set out in Section 8.1(b).

“ Holdco Guarantees ” has the meaning set out in Section 8.1(b).

“ Holdco Security Agreements ” has the meaning set out in Section 8.1(b).

“ including ” or “ includes ” means including without limitation or includes without limitation.

“ Indebtedness Currency ” has the meaning set out in Section 11.6.

“ Independent Project Consultant ” means an independent mining consultant retained by Wheaton in its sole discretion at the cost and expense of Supplier; provided that, so long as no Event of Default has occurred and is continuing, Wheaton shall consult with and solicit the input of Supplier in determining which independent mining consultant to retain; further provided that if the Project Lenders of the Committed Project Financing have retained an independent mining consultant, such independent mining consultant shall be retained by Wheaton as the Independent Project Consultant unless there is a conflict or some other reasonable basis for not doing so.

“ Independent Project Consultant Report ” means a favourable report of the Independent Project Consultant addressed to Wheaton as to such technical matters with respect to the Development Plan, the Reserve Statement and the Base Case Model as Wheaton shall reasonably request, including: (i) the reasonability of certain operating assumptions upon which the Base Case Model is based; (ii) the reasonability of the estimated Project Costs and the procurement plan; and (iii) the feasibility of achieving Completion by the Target Completion Date and the Outside Completion Date.

“ Initial Term ” has the meaning set out in Section 5.1.

“ Insolvency Event ” means, in relation to any person, any one or more of the following events or circumstances:

(i) proceedings are commenced for the winding-up, liquidation or dissolution of it, unless it in good faith actively and diligently contests such proceedings resulting in a dismissal or stay thereof within 60 days of the commencement of such proceedings;
(ii) a decree, order or judgment of a Governmental Authority is entered adjudging it to be bankrupt or insolvent and such decree, order or judgment is not dismissed, rescinded, withdrawn or stayed within 30 days (unless otherwise vacated), or a petition seeking reorganization, arrangement or adjustment of or in respect of it is
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approved under Applicable Laws relating to bankruptcy, insolvency or relief of debtors;

(iii) it makes an assignment for the benefit of its creditors, or petitions or applies to any Governmental Authority for the appointment of a receiver or trustee for itself or any substantial part of its property, or commences for itself or acquiesces in or approves or has filed or commenced against it any proceeding under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law or statute or any proceeding for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or has a liquidator, administrator, receiver, trustee, conservator or similar person appointed with respect to it or any substantial portion of its property or assets;
(iv) a resolution is passed for the receivership, winding-up or liquidation of it; or
(v) anything analogous or having a similar effect to an event listed in paragraphs (i) to (iv) above occurs in respect of that person.

“ Judgment Currency ” has the meaning set out in Section 11.6.

“ Lender Event ” means any one or more of the following events or circumstances:

(i) (A) a demand is made by a person for the payment in full of any Financial Indebtedness then due, or becoming due upon the making of a demand, in an amount greater than [REDACTED – commercially sensitive information], or other enforcement steps are taken by such person with respect thereto, or (B) an event of default under any Financial Indebtedness in an amount greater than [REDACTED – commercially sensitive information] shall occur resulting in the acceleration of the time for payment of such Financial Indebtedness to a time prior to its stated maturity, and, in either case, such demand or acceleration shall not have been paid prior to the earlier of the expiry of any applicable grace period, or where no applicable grace period exists, ten Business Days following such demand or acceleration; or
(ii) any action is taken by a person to enforce any Encumbrance in, over or against any of the Collateral or any of the assets used in connection with the Mine which if successful would result in an Adverse Impact.

“ Losses ” means all claims, demands, proceedings, fines, losses, damages, liabilities, obligations, deficiencies, costs and expenses (including all legal and other professional fees and disbursements, interest, penalties, judgment and amounts paid in settlement of any demand, action, suit, proceeding, assessment, judgment or settlement or compromise), including any Taxes payable in respect thereof, including the value or change in value of past, current or future required or expected deliveries of gold or platinum hereunder (including any decline in value of any gold or platinum that is not delivered when due), in connection with or in respect of any breach or default by the other Party, but excluding any other special, indirect, consequential, punitive or aggravated damages.

“ Material Contracts ” means any contract or agreement entered into by a Supplier Group Entity and that is material to the construction, development, operation or ownership of the Mine, and including, for avoidance of doubt: (i) any engineering, procurement and construction management

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agreement; (ii) the contracts and agreements set out on Schedule I hereto; or (iii) any other agreement for the purchase or lease of major mill and process components having an individual value of [REDACTED – commercially sensitive information] or more.

“ Mine ” means the mining project commonly referred to as the Marathon Project, located in the Province of Ontario, Canada, and the Project Assets.

“ Mine Data ” has the meaning set out in Schedule D.

“ Mineral Processing Facilities ” means any mill, ore concentrator, smelter, refinery or other processing facility to be developed, constructed, owned or operated by any Supplier Group Entity located on or near the Mining Properties and at which Minerals are processed.

“ Minerals ” means any and all ore and marketable metal bearing material or product in whatever form or state (including Produced Gold and Produced Platinum) that is mined, produced, extracted or otherwise recovered or derived from the Mining Properties, including any such material or product derived from any processing or reprocessing of any tailings, stockpiles, waste rock or other waste products originally derived from the Mining Properties, and including ore and any other products requiring further milling, processing, smelting, refining or other beneficiation of Minerals, including Saleable Products.

“ Mining Properties ” means:

(i) the real property, mining rights, tenements, concessions, contracts and other similar interests listed in Part 1 of Schedule A;
(ii) at any time, any right, title or interest held by a Supplier Group Entity in respect of real property, mining rights, tenements, concessions, contracts or other similar interests onto which any ore body that is wholly or partially located on the Mining Properties described in paragraph (i) above drifts or extends;
(iii) until such time as [REDACTED – commercially sensitive information] ounces of Refined Gold and [REDACTED – commercially sensitive information] ounces of Refined Platinum have been delivered by Supplier to Wheaton in accordance with the terms of this Agreement:
(A) the real property, mining rights, tenements, concessions, contracts and other similar interests listed in Part 2 of Schedule A; and
(B) any right, title or interest held by a Supplier Group Entity in respect of real property, mining rights, tenements, concessions, contracts or other similar interests from which ore is processed through any mineral processing facilities located at the Mine including the Mineral Processing Facility;
(iv) whether created privately or through the actions of any Governmental Authority, any right, title or interest in any real property, mining right, tenement, concession, contract and other similar interest held by a Supplier Group Entity in, to, under or over all or any portion of the area covered by the foregoing; and
(v) any extension, renewal, replacement, conversion or substitution of any of the foregoing,
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whether any of the foregoing is acquired or obtained before or after the date of this Agreement, and including all plants, buildings, structures, improvements, appurtenances and fixtures located thereon or thereunder.

“ Monthly Report ” means a written report, in relation to any calendar month, detailing:

(i) the tonnages and head grades (including for copper, platinum, palladium, gold and silver) of ore mined and tonnages of waste mined and tonnages and head grades of both the ore mined and stockpiled, from the Mining Properties during such calendar month;
(ii) the tonnages and grades of ore processed from the Mining Properties at the Mineral Processing Facilities during such calendar month;
(iii) with respect to any Mineral Processing Facilities, the types of Saleable Products produced, tonnages, weights and concentrate grades during such calendar month and the resulting recoveries, including the metallurgical balances for gravity circuit (if applicable), flotation of concentrate or any other process that results in Produced Gold or Produced Platinum;
(iv) the number of ounces of gold and platinum contained in the Saleable Product produced during such calendar month;
(v) the weight and palladium, copper, gold and platinum grade of any Saleable Product delivered or shipped offsite during such calendar month;
(vi) the weight and palladium, copper, gold and platinum grade of any Saleable Product contained in any Offtaker Delivery during such calendar month;
(vii) the number of ounces of gold and platinum contained in each Offtaker Delivery in respect of which an Offtaker Payment was received during that calendar month, prior to any Offtaker Charges or payable rates;
(viii) the ounces of Payable Gold and Payable Platinum for that calendar month by Offtaker Delivery;
(ix) a reconciliation between (vii) and (viii), including details regarding payable rates and provisional percentages;
(x) end of month stockpile of Saleable Product (tonnage, moisture content and grade) not yet subject to an Offtaker Delivery;
(xi) inventory of Minerals in process whether in solids or solution as well as the measured process plan stream grades (including for copper, platinum, palladium, gold and silver) and reported grades (including for copper, platinum, palladium, gold and silver) of process plant streams to the extent used in determining the metallurgical plant balance;
(xii) inventory for Saleable Product which has been delivered to an Offtaker, but for which an Offtaker Payment has not yet been made (or if made, no Refined Gold or Refined Platinum in respect thereof have yet been delivered to Wheaton);
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(xiii) a statement listing all invoices relating to Offtaker Payments, indicating whether provisional or final, and including (A) invoice number, (B) lot designation if applicable, (C) weights, (D) gold and platinum grades of any Saleable Product, (E) payable rate for gold and platinum, and (F) Payable Gold and Payable Platinum, received during such calendar month;
(xiv) the most recent update to the forecast of production of gold and platinum or Payable Gold and Payable Platinum to the extent such forecast has been updated by Supplier or Parent Company from the forecast most recently provided to Wheaton, and the related assumptions as set out in Section 6.1(b)(iii) to the extent also updated;
(xv) details of the Offtake Agreements, specifying the type of Saleable Product and annual quantity of Saleable Product being sold to each Offtaker, and the payable terms relating to gold and platinum; such information to be provided whenever new Offtake Agreements are entered into or whenever changes to the existing Offtake Agreements are made;
(xvi) the type as well as expected weight, expected gold and platinum grade of any Saleable Product scheduled to be shipped in the following month along with the expected Offtaker Payment date; and
(xvii) such other information in respect of gold and platinum as may be reasonably requested by Wheaton.

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators , or any successor instrument, rule or policy.

“ Non-Stream Interests ” has the meaning set out in Section 7.10.

“ Offtake Agreement ” means any agreement or contract entered into by a Supplier Group Entity with an Offtaker, or pursuant to Applicable Law, Tax, or other arrangement or requirement, that relates in any way to: (i) the sale of Minerals to an Offtaker; (ii) the delivery of the entitlement to, or the benefit of, Minerals to an Offtaker; or (iii) the smelting, refining or other beneficiation of Minerals by an Offtaker for the benefit of a Supplier Group Entity, as the same may be supplemented, amended, restated or superseded from time to time.

“ Offtaker ” means (i) any person that is not a Supplier Group Entity that purchases Minerals from a Supplier Group Entity or is the recipient of the entitlement to, or benefit of, Minerals from a Supplier Group Entity (including where a Governmental Authority levies a Tax payable by way of delivery of Minerals or otherwise obtains Minerals from a Supplier Group Entity); or (ii) any person that takes delivery of Minerals for the purpose of smelting, refining or other beneficiation of such Minerals for the benefit of a Supplier Group Entity.

“ Offtaker Charges ” means any refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, weight franchise charges, financing charges or price participation charges, or other charges, penalties or deductions that may be charged or levied by an Offtaker, regardless of whether such charges, penalties or deductions are expressed as a specific metal deduction, a percentage or otherwise.

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“ Offtaker Delivery ” means the delivery of Produced Gold or Produced Platinum to an Offtaker or the transfer of the entitlement to or benefit of Produced Gold or Produced Platinum to an Offtaker, which for greater certainty shall not include any deliveries of Produced Gold or Produced Platinum to persons subsequent to the first Offtaker acquiring such Produced Gold or Produced Platinum.

“ Offtaker Payment ” means (i) with respect to (A) Minerals purchased by an Offtaker from a Supplier Group Entity, or (B) Minerals the entitlement to, or benefit of which, is received by an Offtaker from a Supplier Group Entity, the receipt from and after the Effective Date by a Supplier Group Entity of payment or other consideration (including any gold or platinum credits) from the Offtaker in respect of any Minerals, or if no such consideration is paid or received, the delivery of the Minerals (or ownership of the Minerals) to such Offtaker (or to the direction of such Offtaker); and (ii) with respect to Minerals refined, smelted or otherwise beneficiated by an Offtaker on behalf of a Supplier Group Entity, the receipt from and after the Effective Date by a Supplier Group Entity of any Refined Gold or Refined Platinum in accordance with the applicable Offtake Agreement.

“ ON Act ” has the meaning set out in Section 10.5.

“ Other Minerals ” means ores or other minerals mined, produced, extracted or otherwise recovered from properties that are not one of or do not constitute part of the Mining Properties, whether such properties are owned by Supplier Group Entities or otherwise.

“ Outside Completion Date ” means the date that is one year after the Target Completion Date.

“ Overdue Gold Ounces ” means the balance, from time to time, if any, of the number of ounces of Refined Gold that have not been delivered to Wheaton when due in accordance with this Agreement.

“ Overdue Platinum Ounces ” means the balance, from time to time, if any, of the number of ounces of Refined Platinum that have not been delivered to Wheaton when due in accordance with this Agreement.

“ Parent Company Collateral ” has the meaning set out in Section 8.1(a).

“ Parent Company Guarantee ” has the meaning set out in Section 8.1(a).

“ Parent Company Security Agreements ” has the meaning set out in Section 8.1(a).

“ Parties ” means the parties to this Agreement.

“ Payable Gold ” means 100% of the Produced Gold (prior to any Offtaker Charges) contained in any Offtaker Delivery, reduced in accordance with the requirements set out in Schedule C; provided that following the Reduction Time, Payable Gold shall mean 67% of the Produced Gold (prior to any Offtaker Charges) contained in any Offtaker Delivery, reduced in accordance with the requirements set out in Schedule C.

“ Payable Platinum ” means 22% of the Produced Platinum (prior to any Offtaker Charges) contained in any Offtaker Delivery, reduced in accordance with the requirements set out in Schedule C; provided that following the Reduction Time, Payable Platinum shall mean 15% of the Produced Platinum (prior to any Offtaker Charges) contained in any Offtaker Delivery, reduced in accordance with the requirements set out in Schedule C.

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“ Permitted Encumbrances ” means any Encumbrance constituted by the following:

(i) inchoate or statutory liens for Taxes, royalties or employee related obligations, not at the time due or payable, or being contested in good faith through appropriate proceedings;
(ii) any reservations or exceptions contained in the original grants of land other than any royalty, streaming or similar agreement and the terms of any lease in respect of any mining properties or comprising any mining properties, including, in each instance the Mining Properties;
(iii) minor discrepancies in the legal description of any mining properties including the Mining Properties or any adjoining properties which would be disclosed in an up to date survey and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of any mining properties including the Mining Properties for the purpose of conducting and carrying out mining operations thereon;
(iv) liens or other rights required under Applicable Law granted directly or indirectly by a Supplier Group Entity to a Governmental Authority to secure performance of statutory obligations or regulatory requirements (including reclamation or bonding obligations) including for avoidance of doubt liens in favour of financial institutions to ultimately secure performance of statutory obligations or regulatory requirements (including reclamation obligations);
(v) licenses, rights of way for or reservations or rights of others for, sewers, water lines, gas lines, electric lines, telegraph and telephone lines, and other similar utilities, or zoning by-laws, ordinances or other restrictions as to the use of any mining properties including the Mining Properties, which do not in the aggregate materially detract from the use of any mining properties including the Mining Properties for the purpose of conducting and carrying out mining operations thereon;
(vi) equipment leases or purchase money security interests for Project Assets permitted pursuant to Section 7.11(a);
(vii) statutory liens or charges not at the time overdue;
(viii) liens securing the Financial Indebtedness permitted pursuant to Section 7.11(b), including, for the avoidance of doubt, liens securing hedging facilities required in connection therewith, to the extent that Wheaton has subordinated its interest in accordance with Section 8.2;
(ix) liens created by a judgment of a court of competent jurisdiction or arbitral proceeding, as long as that judgment is being contested diligently and in good faith by appropriate proceedings by the Supplier Group Entities, and does not result in an Adverse Impact;
(x) security given by the Supplier Group Entities in the ordinary course of business to a public utility or any Governmental Authority when required by that utility or
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Governmental Authority in connection with the operation of the Mine or otherwise in respect of the Mining Properties;

(xi) liens securing the Financial Indebtedness permitted pursuant to Sections 7.11(b) (not otherwise addressed in (viii) above) and 7.11(f);
(xii) liens securing the Financial Indebtedness permitted pursuant to Section 7.11(c) to the extent that Wheaton has subordinated its interest in accordance with Section 8.2 and Section 7.11(e), provided such liens (with respect to Section 7.11(e)) are limited to cash collateral;
(xiii) good faith deposits made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than the repayment of borrowed money), leases, surety, customs, performance bonds and other similar obligations;
(xiv) any royalty existing on the Project Assets as of the Effective Date [REDACTED – commercially sensitive information]
(xv) Encumbrances made or incurred in the ordinary course of business to secure workers’ compensation, surety or appeal bonds, letters of credit and costs of litigation when required by Applicable Law;
(xvi) Encumbrances and charges incidental to construction or current operations (including, without limitation, carrier’s, warehouseman’s, mechanics’, construction builder’s and materialmen’s and repairmen’s liens) that have not at such time been filed pursuant to Applicable Law or which relate to obligations not due or delinquent or which relate to any such obligations that are being contested in good faith and adequate reserves with respect thereto are maintained and any such Encumbrances do not materially impair the operation of the business of any Supplier Group Entity;
(xvii) Encumbrances on concentrates or minerals or the proceeds of sale of such concentrates or minerals arising or granted pursuant to a processing or refining arrangement entered into in the ordinary course and upon usual market terms securing only the payment of fees, costs and expenses attributable to the processing of such concentrates or minerals, but only insofar as such Encumbrances relate to obligations which are at such time not past due or the validity of which are being contested in good faith by appropriate proceedings;
(xviii) Encumbrances not otherwise herein expressly permitted, incurred in the ordinary course of business with respect to obligations that do not exceed [REDACTED – commercially sensitive information] individually or [REDACTED – commercially sensitive information] in aggregate;
(xix) Following the repayment of the Project Financing (not including any bona fide refinancing thereof) to which Wheaton has subordinated its interest in accordance with Section 8.2, liens to secure hedging facilities entered into by any Supplier Group Entity in the ordinary course of business, provided such liens are limited to cash collateral;
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(xx) Encumbrances with the prior written consent of Wheaton (in its sole discretion); and
(xxi) the extension, renewal or refinancing of any Permitted Encumbrance; provided that the principal amount of indebtedness or other obligations secured thereby shall not exceed the principal amount or obligations so received at the time of such extension, renewal or replacement.

“ person ” means and includes a Party, individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability corporations, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Authority or any other type of organization, whether or not a legal entity.

“ Platinum Market Price ” means, with respect to any day, the per ounce LBMA Platinum Price PM in U.S. dollars published by the London Bullion Market Association on such day or the immediately preceding trading day if such day is not a trading day; provided that if for any reason, the London Bullion Market Association is no longer in operation or the price of platinum is not confirmed, acknowledged by or quoted by the London Bullion Market Association, the Platinum Market Price shall be determined by reference to the price of platinum on another commercial exchange mutually acceptable to the Parties, acting reasonably.

“ Platinum Production Payment ” means, with respect to any delivery of Refined Platinum, the Platinum Market Price on the day immediately prior to the applicable Time of Delivery multiplied by:

(i) during any period that is a Deposit Period, 18%; or
(ii) during any period that is not a Deposit Period, 22%.

“ Platinum Purchase Price ” has the meaning set out in Section 2.5(b).

“ PMPA Obligations ” means all present and future debts, liabilities and obligations of the Supplier PMPA Entities (or any of them) to Wheaton under or in connection with the Transaction Documents.

“ Prime ” means [REDACTED – commercially sensitive information].

“ Prior Ranking Permitted Encumbrances ” means items (i) to (viii), (xii) to (xvi), (xx) (to the extent consented to by Wheaton) and (xxi) (to the extent it pertains to any of the foregoing) of the definition of Permitted Encumbrances.

“ Produced Gold ” means any and all gold in whatever form or state that is mined, produced, extracted or otherwise recovered from the Mining Properties, including any gold derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Mining Properties, and including gold contained in any ore or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates and doré bars.

“ Produced Platinum ” means any and all platinum in whatever form or state that is mined, produced, extracted or otherwise recovered from the Mining Properties, including any platinum derived from any processing or reprocessing of any tailings, waste rock or other waste products

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originally derived from the Mining Properties, and including platinum contained in any ore or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates and doré bars.

“ Project Assets ” means the Mining Properties, the Mineral Processing Facilities (once constructed), and all other present and after-acquired real or personal property, used or acquired for use, by any Supplier Group Entity in connection with the Mine.

“ Project Costs ” means all costs and expenses that are or are expected to be incurred by Supplier for the construction and development of the Mine in accordance with the Development Plan in order to achieve Completion.

“ Project Financing ” means any loan facility or other financing arrangement for Financial Indebtedness in favour of any Supplier Group Entity provided by Project Lenders the proceeds of which are used to develop, expand, construct or operate the Mine, including any refinancing thereof (including a refinancing by way of a revolving credit facility, but only to the extent that is used for purposes of the Mine, including in part, for working capital).

“ Project Lenders ” means any reputable and recognized banking or financial institution, including private credit lenders, Offtaker, equipment lease provider or export credit agency that provides any Financial Indebtedness, excluding any Supplier Group Entity.

“ Rate of Exchange ” has the meaning set out in Section 11.6.

“ Receiving Party ” has the meaning set out in Section 6.5(a).

“ Reduction Time ” means the time at which:

(i) with respect to Payable Gold, delivery of 150,000 ounces of Refined Gold by Supplier to Wheaton in accordance with Section 2.2; and
(ii) with respect to Payable Platinum, delivery of 120,000 ounces of Refined Platinum by Supplier to Wheaton in accordance with Section 2.2.

For greater certainty, any Refined Gold or Refined Platinum delivered pursuant to any section of this Agreement other than Section 2.2 shall not be counted toward the foregoing ounce thresholds.

“ Refined Gold ” means marketable metal bearing material in the form of gold that is refined to standards meeting or exceeding commercial standards for the sale of refined gold.

“ Refined Platinum ” means marketable metal bearing material in the form of platinum that is refined to standards meeting or exceeding commercial standards for the sale of refined platinum.

“ Refund ” has the meaning set out in Section 4.4(a).

“ Related Party Transaction ” means any transaction or agreement (whether by written agreement or otherwise) between a Supplier PMPA Entity and one or more Supplier Group Entities, including any Financial Indebtedness, service agreement or management agreement.

“ Relevant Jurisdictions ” has the meaning set out in Section 3.2(a)(iv).

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“ Reserve Statement ” means a statement prepared by a qualified person (as such term is defined in NI 43-101) on behalf of Supplier setting out the number of tons of ore and metal grades of Reserves and Resources.

“ Reserves ” means proven and probable reserves as defined and incorporated under NI 43-101.

“ Resources ” means measured, indicated and inferred resources as defined and incorporated under NI 43-101.

“ ROFR Interest ” means:

(i) the payment of any consideration measured, quantified or calculated based on, in whole or in part any ROFR Metals; or
(ii) the sale of any ROFR Metals;

pursuant to a streaming transaction, royalty transaction or a similar transaction, the primary purpose of which is to provide a right to participate in ROFR Metals or their values (or to receive minerals from elsewhere but calculated with reference to ROFR Metals or their values) in exchange for an upfront payment. For clarity, a ROFR Interest shall not apply to nor be triggered by a Non-Stream Interest.

“ ROFR Metals ” means all gold, silver, platinum, palladium or any other precious metal or platinum group metal in whatever form or state that are mined, produced, extracted or otherwise recovered or derived from the Mining Properties.

“ ROFR Offer ” has the meaning set out in Section 7.13(a).

“ Saleable Products ” means any concentrates, precipitates, doré, bullion, carbon fines, slag or other product or material that contains marketable metals or in respect of which an Offtaker Payment is expected.

“ Second Construction Reference Amount ” has the meaning set out in Section 3.5(a)(ii).

“ Second Early Deposit Payment ” has the meaning set out in Section 3.3(a).

“ Security ” means the charges and security interests granted in favour of Wheaton pursuant to the Security Agreements.

“ Security Agreements ” means, collectively, the Parent Company Security Agreements, the Holdco Security Agreements and the Supplier Security Agreements.

“ Stream NPV ” has the meaning set out in Section 10.3(d).

“ Supplier Collateral ” has the meaning set out in Section 8.1(c).

“ Supplier Group Entities ” means the Supplier PMPA Entities and each of their respective Affiliates.

“ Supplier PMPA Entities ” means Supplier, Parent Company and each Holdco to the extent and at such time that a Holdco exists, it being acknowledged that at the date of this Agreement there is no Holdco.

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“ Supplier Security Agreements ” has the meaning set out in Section 8.1(c).

“ Target Completion Date ” means the third anniversary of the date on which the first Construction Payment is paid by Wheaton to Supplier.

“ Target Gold Production ” means, for any period:

(i) the Design Feed Rate multiplied by the number of days in such period; multiplied by,
(ii) [REDACTED – commercially sensitive information]%; multiplied by,
(iii) the weighted average gold grade of ore processed through the Mineral Processing Facilities during such period.

“ Target Platinum Production ” means, for any period:

(i) the Design Feed Rate multiplied by the number of days in such period; multiplied by,
(ii) [REDACTED – commercially sensitive information]%; multiplied by,
(iii) the weighted average platinum grade of ore processed through the Mineral Processing Facilities during such period.

“ Tax ” or “ Taxes ” means all taxes, assessments and other charges, duties, and impositions, including any interest, penalties, tax instalment payments or other additions that may become payable in respect thereof, imposed by any Governmental Authority, which taxes shall include all income or profits taxes (including federal, provincial, and state income taxes), remittance taxes, minimum tax, non-resident withholding taxes, sales and use taxes, branch profit taxes, value added taxes, ad valorem taxes, GST/HST, excise taxes, franchise taxes, royalties, mining royalty taxes, gross receipts taxes, business licence taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, land transfer taxes, capital taxes, extraordinary income taxes, surface area taxes, property taxes, asset transfer taxes, and other charges and obligations of the same or of a similar nature to any of the foregoing.

“ Technical Dispute ” has the meaning set out in Section 4.2(d).

“ Technical Expert ” means an independent engineering and consulting firm of internationally recognized standing in the area of mineral processing appointed by the Supplier and Wheaton by mutual agreement in writing or, to the extent that the Supplier and Wheaton cannot agree on such person within 10 Business days after the date on which a Technical Dispute arises, by the International Centre for Dispute Resolution who shall appoint a Technical Expert to act in respect of such Technical Dispute. A Technical Expert shall be considered to be independent of the Supplier and Wheaton if it satisfies the requirements of paragraph (d) of Schedule G, mutatis mutandis .

“ Third Construction Reference Amount ” has the meaning set out in Section 3.5(a)(iii).

“ Third Party Agreement ” has the meaning set out in Section 7.13(c).

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“ Third Party Offer ” has the meaning set out in Section 7.13(a).

“ Time of Delivery ” has the meaning set out in Section 2.3(a).

“ Total Canadian Reference Amount ” means CAD$240,000,000, subject to any reductions in accordance with Section 3.1(b) or Section 3.9(b)(ii).

“ Total Capex ” means, from time to time, the reasonably expected total capital required to be incurred to achieve Completion in accordance with the Development Plan (including Project Costs already incurred prior to such time and all Project Costs remaining to be incurred after such time). As of the date of this Agreement, the Supplier PMPA Entities estimate the Total Capex to be $[REDACTED – commercially sensitive information] net of equipment financing and exclusive of any revenue prior to commercial production.

“ Transaction Documents ” means this Agreement, the Guarantees, the Security Agreements and each other document to be executed and delivered to Wheaton in connection with this Agreement.

“ Transfer ” means to sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including a joint venture interest or an expropriation or other Transfer required or imposed by law or any Governmental Authority, whether voluntary or involuntary), or to abandon, surrender or otherwise relinquish a right, title or interest.

“ Trigger Event ” means any Event of Default, or any event or circumstance which, with notice, the passage of time or both, would constitute an Event of Default, or a material default under the terms of any Material Contract.

“ Uncredited Deposit ” means, at any time, the Advanced Deposit (for greater certainty, subject to any reductions thereto as contemplate by the definition thereof), less the aggregate amount (if any) that has been credited against the Uncredited Deposit in accordance with Section 2.5; provided that in no event will the Uncredited Deposit be less than nil.

“ Vendor ” has the meaning set out in Section 7.13(a).

“ Working Capital Facility ” means any working capital facility for Financial Indebtedness in favour of any Supplier Group Entity, the proceeds of which are used solely for purposes of the Mine, including, for avoidance of doubt, general and administrative expenses, and that is repayable on the initial draw down on the Project Financing.

“ Working Capital Test ” has the meaning set out in Section 3.2(a)(i).

1.2 Interpretation

A Party is strictly liable under any obligation to (i) ensure an action, event or circumstance occurs or exists, or does not occur or exist; or (ii) cause an action, event or circumstance to occur, exist, not occur or not exist. For greater certainty, such obligation shall not be reduced or limited in any manner even if such Party cannot control such action, event or circumstance, or cannot control a person who is able to control such action, event or circumstance.

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1.3 Statutory References

Any reference in this Agreement to a statute or a regulation or rule promulgated under a statute or to any provision contained therein shall be a reference to the statute, regulation, rule or provision as may be amended, restated, re-enacted or replaced from time to time.

1.4 Headings

Headings of Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.5 Construction

The Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement.

1.6 Plural, Gender

Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.7 Days

In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Pacific Standard Time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Pacific Standard Time) on the next Business Day.

1.8 Dollar Amounts

Unless specified otherwise in this Agreement, all statements or references to dollar amounts in this Agreement are to U.S. dollars.

1.9 Schedules

The following schedules are attached to and form part of this Agreement:

Schedule A	-	Mining Properties (With Maps)
Schedule B	-	Corporate Structure and Organization Chart
Schedule C	-	Payable Gold and Platinum
Schedule D	-	Representations and Warranties of Supplier PMPA Entities
Schedule E	-	Representations and Warranties of Wheaton
Schedule F	-	Intercreditor Core Principles
Schedule G	-	Stream NPV Procedures

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Schedule H - Codes of Conduct

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale

(a) Subject to and in accordance with the terms of this Agreement, from and after the Effective Date, Supplier hereby agrees to sell to Wheaton, and Wheaton hereby agrees to purchase from Supplier: (i) an amount of Refined Gold equal to the Payable Gold; and (ii) an amount of Refined Platinum equal to the Payable Platinum, in each case, free and clear of all Encumbrances. For greater certainty, Payable Gold and Payable Platinum shall not be reduced for, and Wheaton shall not be responsible for any Offtaker Charges, all of which shall be for the account of Supplier.
(b) Supplier shall not sell to Wheaton any Refined Gold or Refined Platinum that has been directly or indirectly purchased on a commodities exchange. Supplier shall not sell and deliver to Wheaton the physical Refined Gold resulting from Produced Gold or the physical Refined Platinum resulting from Produced Platinum. Supplier’s obligation to sell and deliver Refined Gold and Refined Platinum shall be solely to sell and deliver Refined Gold and Refined Platinum in a manner and in an amount determined in accordance with the terms of this Agreement.

2.2 Delivery Obligations

(a) Within five Business Days of the end of each calendar month in which an Offtaker Payment is made, Supplier shall sell and deliver to Wheaton Refined Gold and Refined Platinum in an amount equal to the Payable Gold and Payable Platinum, respectively, in the Offtaker Delivery to which such Offtaker Payment relates, whether such Offtaker Payment relates to all or any portion of the Produced Gold or Produced Platinum contained in such Offtaker Delivery; provided that if in any calendar month, an Offtaker Payment consists of a provisional payment that may be adjusted upon final settlement of an Offtaker Delivery, then:
(i) Supplier shall sell and deliver to Wheaton, within five Business Days of the end of the calendar month in which the provisional Offtaker Payment is made, Refined Gold in an amount equal to: (A) the percentage paid on a provisional basis, such percentage being calculated based on the total value of the payment or other consideration received by any Supplier Group Entity in respect of the Minerals contained in such Offtaker Delivery divided by the total value of the Minerals determined on a provisional basis (determined in accordance with the applicable Offtake Agreement and after any Offtaker Charges other than deductions on account of the Offtaker Payment being made on a provisional basis) contained in such Offtaker Delivery; multiplied by (B) the Payable Gold contained in such Offtaker Delivery; as supported by the documentation provided pursuant to Section 2.4 and in the applicable Monthly Report;
(ii) Supplier shall sell and deliver to Wheaton, within five Business Days of the end of the calendar month in which the provisional Offtaker Payment is made, Refined Platinum in an amount equal to: (A) the percentage paid on a provisional basis,
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such percentage being calculated based on the total value of the payment or other consideration received by any Supplier Group Entity in respect of the Minerals contained in such Offtaker Delivery divided by the total value of the Minerals determined on a provisional basis (determined in accordance with the applicable Offtake Agreement and after any Offtaker Charges other than deductions on account of the Offtaker Payment being made on a provisional basis) contained in such Offtaker Delivery; multiplied by (B) the Payable Platinum contained in such Offtaker Delivery; as supported by the documentation provided pursuant to Section 2.4 and in the applicable Monthly Report;and

(iii) within five Business Days of the end of the calendar month in which the final settlement of the Offtaker Delivery with the Offtaker is made, Supplier shall sell and deliver to Wheaton Refined Gold and/or Refined Platinum in an amount, if positive, equal to the Payable Gold and Payable Platinum, as applicable, determined pursuant to the final settlement, less the number of ounces of Refined Gold and Refined Platinum, as applicable, previously delivered to Wheaton in respect of such Offtaker Delivery pursuant to Sections 2.2(a)(i) and 2.2(a)(ii), as supported by the documentation provided pursuant to Section 2.4 and the applicable Monthly Report. If such difference is negative, then Supplier shall be entitled to set off and deduct such excess amount of Refined Gold and Refined Platinum, as applicable, from the next required deliveries of Refined Gold and Refined Platinum, as applicable, by Supplier to Wheaton under this Agreement;
(b) For avoidance of doubt, the obligations in Sections 2.1, 2.2, 3.4 and 4.3 are conditional upon satisfaction and fulfillment of the conditions set forth in Section 3.2(a) (or waiver thereof by Wheaton) and the funding of the First Early Deposit Payment.

2.3 Delivery of Refined Gold and Refined Platinum

(a) Supplier shall sell and deliver to Wheaton all Refined Gold and Refined Platinum to be sold and delivered under this Agreement by way of credit to the unallocated metal account located in London, UK or such other location designated in writing by Wheaton from time to time, which other location shall be acceptable to Supplier, acting reasonably. Delivery of Refined Gold and Refined Platinum to Wheaton shall be deemed to have been made at the time Refined Gold or Refined Platinum is credited to the designated metal account of Wheaton (the “ Time of Delivery ”). Title to, and risk of loss of, Refined Gold and Refined Platinum shall pass from Supplier to Wheaton at the Time of Delivery. All costs and expenses pertaining to each delivery of Refined Gold and Refined Platinum shall be borne by Supplier.
(b) Supplier represents, warrants and covenants that, at each Time of Delivery:
(i) it is the legal and beneficial owner of the Refined Gold and Refined Platinum delivered and credited to the designated metal account of Wheaton;
(ii) it has good, valid and marketable title to such Refined Gold and Refined Platinum; and
(iii) such Refined Gold and Refined Platinum is free and clear of all Encumbrances
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2.4 Invoicing

(a) Supplier shall notify Wheaton in writing at least two Business Days before any delivery and credit to the designated metal account of Wheaton of:
(i) the number of ounces of Refined Gold and Refined Platinum to be delivered and credited; and
(ii) the estimated date and time of delivery and credit.
(b) At the Time of Delivery, Supplier shall deliver to Wheaton an invoice setting out:
(i) the number of ounces of Refined Gold and Refined Platinum so credited;
(ii) the Gold Purchase Price for such Refined Gold;
(iii) the Platinum Purchase Price for such Refined Platinum;
(iv) the month in which the Produced Gold and Produced Platinum in respect of which the Offtaker Payment giving rise to the obligation to deliver Refined Gold and Refined Platinum, was processed through the Mineral Processing Facilities;
(v) any GST/HST or such other Taxes of similar nature if required by Applicable Law to be collected by Supplier; and
(vi) during any period that is a Deposit Period, the amount (if any) being credited against the Uncredited Deposit.

2.5 Purchase Price

(a) From and after the Effective Date, Wheaton shall pay to Supplier a purchase price for each ounce of Refined Gold sold and delivered by Supplier to Wheaton under this Agreement (the “ Gold Purchase Price ”) equal to:
(i) during any period that is a Deposit Period, the Gold Market Price on the day immediately prior to the Time of Delivery; with an amount equal to the Gold Production Payment being payable in cash and the difference between the Gold Market Price and the Gold Production Payment being payable by crediting such amount against the Uncredited Deposit in order to reduce the Uncredited Deposit until the Uncredited Deposit has been reduced to nil; and
(ii) during any period that is not a Deposit Period, the Gold Production Payment, such amount being payable in cash,

provided that in respect of any ounces of Refined Gold sold and delivered by Supplier to Wheaton pursuant to any provisions (including Section 3.4 and Section 4.3) of this Agreement other than Section 2.2, the Gold Purchase Price shall be equal to the Gold Production Payment, such amount being payable in cash, regardless of whether or not such ounces of Refined Gold are sold and delivered during a Deposit Period.

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(b) From and after the Effective Date, Wheaton shall pay to Supplier a purchase price for each ounce of Refined Platinum sold and delivered by Supplier to Wheaton under this Agreement (the “ Platinum Purchase Price ”) equal to:
(i) during any period that is a Deposit Period, the Platinum Market Price on the day immediately prior to the Time of Delivery; with an amount equal to the Platinum Production Payment being payable in cash and the difference between the Platinum Market Price and the Platinum Production Payment being payable by crediting such amount against the Uncredited Deposit in order to reduce the Uncredited Deposit until the Uncredited Deposit has been reduced to nil; and
(ii) during any period that is not a Deposit Period, the Platinum Production Payment, such amount being payable in cash.
(c) Payment by Wheaton for each delivery of Refined Gold and Refined Platinum shall be made promptly and in any event not later than five Business Days after the Time of Delivery and receipt of the documents set forth in Section 2.4(b).

2.6 Loss of Offtaker Delivery

In the event of any total or partial loss of any Produced Gold or Produced Platinum prior to the transfer of risk of loss of any such Produced Gold or Produced Platinum to an Offtaker, then Supplier shall be required to sell and deliver to Wheaton an amount of Refined Gold or Refined Platinum, as applicable, equal to the Payable Gold or Payable Platinum, as applicable, lost and contained in the provisional invoice to the Offtaker or that would have been sent to the Offtaker, in respect of such lost Produced Gold or Produced Platinum, such requirement to be performed no later than the earlier of: (i) five Business Days after receipt by a Supplier Group Entity of insurance proceeds in respect of such loss; or (ii) 180 days following such loss. Supplier shall promptly notify Wheaton of any such loss.

ARTICLE 3 DEPOSIT AND BUY BACK OPTION

3.1 Deposit

(a) In consideration for the sale and delivery of Refined Gold and Refined Platinum under and pursuant to the terms of this Agreement, Wheaton hereby agrees to pay to Supplier a deposit in cash against the Gold Purchase Price and the Platinum Purchase Price in the amount of the Deposit, payable in accordance with Section 3.2, Section 3.3 and Section 3.5.
(b) If the Design Feed Rate is less than [REDACTED – commercially sensitive information] tonnes/day, then the “Total Canadian Reference Amount” will be adjusted to be equal to the amount of the Total Canadian Reference Amount immediately prior to the application of this Section 3.1(b) multiplied by the Design Feed Rate and divided by tonnes/day.

3.2 First Early Deposit Payment

(a) On the tenth Business Day after the satisfaction and fulfillment (or waiver by Wheaton) of all of the following conditions (except those conditions which are expressed to be satisfied on the First Early Deposit Date, which conditions shall have been satisfied on such date) or such other date as may be agreed to in writing by Wheaton and Supplier (the “ First
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Early Deposit Date ”), Wheaton shall pay to Supplier an amount in US dollars that is equal to CAD$20,000,000 determined using the Deposit Exchange Rate (the “ First Early Deposit Payment ”):

(i) as of the end of the most recently completed month end, the Supplier PMPA Entities shall have sufficient working capital to pay its liabilities as they become due until (I) as it relates to the First Early Deposit Payment, the anticipated date of the Second Early Deposit Payment and (II) as it relates to the Second Early Deposit Payment, the date that is five months following the date of the Second Early Deposit Payment, such working capital being calculated: (A) on a consolidated basis; [Redacted – commercially sensitive information relating to working capital calculation in respect of the Supplier PMPA Entities (on a consolidated basis).] ) (the “ Working Capital Test ”);
(ii) each Supplier PMPA Entity shall have delivered to Wheaton a current (dated no earlier than ten Business Days prior to the First Early Deposit Date) certificate of status, good standing or compliance (or equivalent) for each such Supplier PMPA Entity, each issued by the relevant Governmental Authority;
(iii) on or prior to the First Early Deposit Date, each Supplier PMPA Entity shall have executed and delivered to Wheaton a certificate of a director or senior officer (without personal liability), in form and substance satisfactory to Wheaton, acting reasonably, certifying the constating documents of such entity, the resolutions of the board of directors or the relevant corporate body of such entity authorizing the execution, delivery and performance of the Transaction Documents to which it is a party and the transactions contemplated thereby, the names, positions and true signatures of the persons authorized to sign the Transaction Documents to which it is a party, and such other matters pertaining to the transactions contemplated hereby as Wheaton may reasonably require;
(iv) on or prior to the First Early Deposit Date, each Supplier PMPA Entity shall have executed and delivered to Wheaton the Guarantees and the Security Agreements to which it is a party and shall have made, or arranged for, all such registrations, filings and recordings of Security in all appropriate jurisdictions (collectively, the “ Relevant Jurisdictions ”), and shall have done all such other acts and things as may be necessary or advisable to create, perfect or preserve the Security in accordance with Section 8.1, and the Security shall constitute a valid and enforceable charge over the Collateral subject only to Permitted Encumbrances, and Wheaton shall have received evidence satisfactory to it of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;
(v) on the First Early Deposit Date, each Supplier PMPA Entity shall have delivered to Wheaton opinions, in form and substance satisfactory to Wheaton, acting reasonably, but subject to reasonable qualifications and assumptions from external legal counsel to the Supplier PMPA Entities as to, among other things: (A) the legal status of each Supplier PMPA Entity; (B) the power, capacity and authority of each Supplier PMPA Entity to execute, deliver and perform the Transaction Documents to which it is a party; (C) the execution and delivery by each Supplier PMPA Entity of the Transaction Documents to which it is a party and the enforceability thereof against it; (D) the registrations, filings and recordings made
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in all Relevant Jurisdictions to create, perfect and otherwise preserve the Security and attaching the results of the usual searches that would be conducted in each of the Relevant Jurisdictions in connection with the Security; (E) that the Security creates valid and enforceable security interests in favour of Wheaton in the Collateral; and (F) title with respect to the Mining Properties;

(vi) no Construction Payment shall have been made in accordance with Section 3.5;
(vii) [Intentionally Deleted]; and
(viii) on the First Early Deposit Date, each Supplier PMPA Entity shall have executed and delivered to Wheaton a certificate of a director or senior officer (without personal liability) of each such entity, in form and substance satisfactory to Wheaton, acting reasonably, certifying that, on and as of that date:
- (A) all of the representations and warranties made by each Supplier PMPA Entity pursuant to each Transaction Document to which it is a party are true and correct in all material respects as of such date or, where applicable, as of the relevant point in time specified in the representation and warranty; and
- (B) none of the Supplier PMPA Entities are in breach or default and there is no Event of Default that has occurred and is continuing (or an event which with notice or lapse of time or both would become a breach, default or Event of Default) under any Transaction Document to which it is a party; and
- (C) the conditions set out in this Section 3.2(a) have been satisfied, including providing sufficient information to confirm the calculation of the Working Capital Test.
(b) Each of the conditions set forth in Section 3.2(a) is for the exclusive benefit of Wheaton and may only be waived by it in its sole discretion.

3.3 Second Early Deposit Payment

(a) On the date that is five months after the First Early Deposit Date, Wheaton shall pay to Supplier an additional amount in US dollars that is equal to CAD$20,000,000 determined using the Deposit Exchange Rate (the “ Second Early Deposit Payment ”), subject to the satisfaction and fulfillment of all of the following conditions:
(i) as of the end of the most recently completed month end, the Supplier PMPA Entities shall have satisfied the Working Capital Test;
(ii) the conditions set out in Sections 3.2(a)(iv), 3.2(a)(v), 3.2(a)(vii) and 3.2(a)(viii) shall have been satisfied and remain satisfied as of the date of the Second Early Deposit Payment;
(iii) no Construction Payment shall have been made in accordance with Section 3.5; and
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(iv) on the date of the Second Early Deposit Payment, each Supplier PMPA Entity shall have executed and delivered to Wheaton a certificate of a director or senior officer (without personal liability) of each such entity, in form and substance satisfactory to Wheaton, acting reasonably, certifying that, on and as of that date:
- (A) all of the representations and warranties made by each Supplier PMPA Entity pursuant to each Transaction Document to which it is a party are true and correct in all material respects as of such date or, where applicable, as of the relevant point in time specified in the representation and warranty; and
- (B) none of the Supplier PMPA Entities are in breach or default and there is no Event of Default that has occurred and is continuing (or an event which with notice or lapse of time or both would become a breach, default or Event of Default) under any Transaction Document to which it is a party; and
- (C) the conditions set out in this Section 3.3 have been satisfied, including providing sufficient information to confirm the calculation of the Working Capital Test.
(b) In the event that the Second Early Deposit Payment would otherwise be due and payable in accordance with Section 3.3(a) at any time that the conditions set forth in Section 3.3(a) have not been satisfied in full, the Second Early Deposit Payment shall be deferred until ten Business Days following the satisfaction or waiver by Wheaton of all such conditions. The obligations of Supplier under this Agreement, including Sections 2.1, 2.2 and 3.4 and the other obligations of Wheaton under this Agreement, including Section 2.5, shall continue despite such deferral. Each of the conditions set forth in Section 3.3 is for the exclusive benefit of Wheaton and may only be waived by it in its sole discretion.

3.4 Delay Payment

(a) In the event that the Condition Satisfaction Date has not occurred on or before the first anniversary of the First Early Deposit Date (the “ Delay Payment Commencement Date ”), then in respect of the calendar month in which the Delay Payment Commencement Date occurs and in respect of each calendar month thereafter until the calendar month in which the Condition Satisfaction Date occurs, Supplier shall sell and deliver to Wheaton a number of ounces of Refined Gold equal to [REDACTED – commercially sensitive information] ounces of Refined Gold, multiplied by the lesser of: (i) the Applied Canadian Reference Amount as of the first day of such month, divided by [REDACTED – commercially sensitive information] and (ii) one. Any Refined Gold required to be sold and delivered pursuant to this Section 3.4(a) shall be in addition to the obligation to sell and deliver Refined Gold and Refined Platinum in accordance with any other provision of this Agreement.
(b) Any Refined Gold required to be sold and delivered pursuant to Section 3.4(a) in respect of any calendar month will be prorated to take into account the applicable portion of such calendar month that precedes the Delay Payment Commencement Date or that follows the date on which the Condition Satisfaction Date occurred and will be delivered within five Business Days of the end of such calendar month, provided that, so long as no Insolvency Event or Lender Event has occurred and is continuing, Supplier may elect to defer any such
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required delivery that accrues prior to the occurrence of any of the events set out in Sections 3.4(d)(A) through (D) by providing at least five Business Days prior written notice thereof to Wheaton, in which case such ounces shall be added to the Delay Ounce Balance.

(c) At the start of the first day of each calendar month, if the Delay Ounce Balance is greater than nil, then such Delay Ounce Balance will be increased by the amount of such Delay Ounce Balance, multiplied by: (i) if the Condition Satisfaction Date has not yet occurred, 0.13/12; or (ii) if the Condition Satisfaction Date has occurred, 0.10/12. For avoidance of doubt, if a delivery of Refined Gold is credited against the Delay Ounce Balance pursuant to Sections 3.4(d), 3.4(e) or 3.4(f), then immediately prior to such delivery, the Delay Ounce Balance will be increased by the amount of Refined Gold so delivered, multiplied by 0.13/12 or 0.10/12, as applicable in accordance with (i) and (ii) above, multiplied by the number of days elapsed in the month of such delivery, and divided by the total number of days in such month.
(d) Supplier shall sell and deliver to Wheaton the entire Delay Ounce Balance in full on the earlier of: (A) the date that this Agreement is terminated pursuant to Sections 3.5(c), 4.3(c), 4.4(b), 4.5, 10.2(a)(ii) or otherwise; (B) the third anniversary of the First Early Deposit Date where there has been no Construction Payment advanced; (C) the occurrence of an Insolvency Event, a Lender Event or any other Event of Default that is continuing; and (D) the Outside Completion Date.
(e) [REDACTED – catch-up provision redacted as commercially sensitive information]
(f) Prior to the commencement of the excavation and major earthworks of the Mine, Supplier may elect to terminate the requirement to sell and deliver Refined Gold to Wheaton pursuant to Section 3.4(a) by refunding to Wheaton the full amount of any Advanced Deposit and any Delay Ounce Balance; provided Supplier provides at least ten days’ prior written notice thereof to Wheaton.
(g) Any delivery of Refined Gold pursuant to Section 3.4(a) or in respect of any Delay Ounce Balance shall not reduce the amount of the Uncredited Deposit. The delivery obligations with respect thereto shall be as set forth in Sections 2.3, 2.4 and 2.5 (with applicable revisions thereto, mutatis mutandis ), including for avoidance of doubt, the requirement for Wheaton to make the Gold Production Payment contemplated by Section 2.5.

3.5 Construction Payments

(a) In addition to the First Early Deposit Payment and the Second Early Deposit Payment, if applicable, Wheaton shall make four payments to Supplier (each, a “ Construction Payment ”), as follows:
(i) the first Construction Payment shall be an amount in US dollars, determined using the Deposit Exchange Rate, that is equal to the greater of: (A) 25% of the Total Canadian Reference Amount, less the Applied Canadian Reference Amount (the “ First Construction Reference Amount) ; and (B) nil, and shall be paid within five Business Days after the satisfaction and fulfillment (or waiver by Wheaton) of all of the conditions set out in Section 3.5(a)(xix) (except those conditions which are expressed to be satisfied on the date on which the first Construction Payment is paid, which conditions shall have been satisfied on such date) or such other date as may be agreed to in writing by Wheaton and Supplier;
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(ii) the second Construction Payment shall be an amount in US dollars, determined using the Deposit Exchange Rate, that is equal to the greater of: (A) 50% of the Total Canadian Reference Amount, less the Applied Canadian Reference Amount (the “ Second Construction Reference Amount ”); and (B) nil, and shall be paid within five Business Days after receipt by Wheaton of a notice from Supplier notifying Wheaton that the Total Capex remaining to be incurred by Supplier until the satisfaction of the Completion Test for Completion is less than the sum of: (x) the undrawn Committed Project Financing; plus (y) any undrawn Committed Equipment Financing; plus (z) 75% of the Total Canadian Reference Amount;
(iii) the third Construction Payment shall be an amount in US dollars, determined using the Deposit Exchange Rate, that is equal to the greater of: (A) 75% of the Total Canadian Reference Amount, less the Applied Canadian Reference Amount (the “ Third Construction Reference Amount ”); and (B) nil, and shall be paid within five Business Days after receipt by Wheaton of a notice from Supplier notifying Wheaton that the Total Capex remaining to be incurred and paid by Supplier until the satisfaction of the Completion Test for Completion is less than the sum of: (x) the undrawn Committed Project Financing; plus (y) any undrawn Committed Equipment Financing; plus (z) 50% of the Total Canadian Reference Amount; and
(iv) the fourth Construction Payment shall be an amount in US dollars, determined using the Deposit Exchange Rate, that is equal to the greater of: (A) 100% of the Total Canadian Reference Amount, less the Applied Canadian Reference Amount (the “ Fourth Construction Reference Amount ”); and (B) nil, and shall be paid within five Business Days after receipt by Wheaton of a notice from Supplier notifying Wheaton that the Total Capex remaining to be incurred and paid by Supplier until the satisfaction of the Completion Test for Completion is less than the sum of: (x) the undrawn Committed Project Financing; plus (y) any undrawn Committed Equipment Financing; plus (z) 25% of the Total Canadian Reference Amount,

provided that, on each such payment date:

(v) [Intentionally deleted]
(vi) to the extent not previously satisfied in connection with the First Early Deposit Payment, the Second Early Deposit Payment or any prior Construction Payment, the conditions set out in Sections 3.2(a)(ii) and 3.2(a)(iii) shall have been satisfied;
(vii) the conditions set out in Sections 3.2(a)(iv), 3.2(a)(v) and 3.2(a)(viii) have been satisfied and remain satisfied as of each such payment date;
(viii) the Supplier PMPA Entities shall have provided evidence satisfactory to Wheaton, acting reasonably, that all Approvals necessary for the construction and development of the Mine and thereafter operation of the Mine in accordance with the Development Plan:
(A) to the extent such Approvals are required by Applicable Laws or are reasonably considered necessary or appropriate to have been issued given the current stage of construction and development of the Mine, have been issued to Supplier and continue to be in place without challenge or appeal
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having been filed, and, with respect to the Material Approvals only, all applicable appeal periods (excluding, in the case of any appeal period in respect of judicial review, any portion of such appeal period that exceeds 60 days from the date of issuance of the Material Approval) pertaining thereto (as prescribed under Applicable Law) shall have expired without any challenge or appeal having been filed; provided that, for the purposes of this Section 3.5(a)(viii)(A) only, “ Material Approvals ” means the following Approvals required for construction and development of the Mine contemplated under the Development Plan: [REDACTED – Material Approvals redacted as commercially sensitive information]

(B) for all other Approvals, are reasonably expected to be obtained in the ordinary course of business by the time they are necessary, provided that no Approvals will be required from any Indigenous group;
(ix) Supplier shall have entered into the Material Contracts necessary for the construction and development of the Mine in accordance with the Development Plan given the current stage of construction and development of the Mine on terms and conditions that do not give rise to an Adverse Impact, and Supplier shall have delivered to Wheaton certified copies of all such Material Contracts (and any material amendments thereto);
(x) [Intentionally Deleted];
(xi) [REDACTED – Third party agreement redacted as commercially sensitive information]
(xii) excavation and major earthworks in connection with the construction of the Mine and the Mineral Processing Facilities shall have commenced and be continuing in accordance with the Development Plan;
(xiii) in the case of the first Construction Payment, Supplier shall have delivered to Wheaton a certificate of a director or senior officer of each of Parent Company and the Project Owner, in form and substance satisfactory to Wheaton, acting reasonably, certifying resolutions of the board of directors each such entity authorizing and approving the commencement of construction and development of the Mine in accordance with the Development Plan;
(xiv) Supplier shall have received all equity required to have been received by it in accordance with the Development Plan;
(xv) Supplier shall have provided evidence satisfactory to Wheaton, of the Committed Project Financing and the Committed Equipment Financing required to complete construction in accordance with the Development Plan;
(xvi) the sum of:
(A) the Project Costs remaining to be paid by any Supplier Group Entity to achieve Completion; plus
(B) the Cost Overrun Capital; plus
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(C) the interest and principal repayments of the Supplier Group Entities (on a consolidated basis) due prior to Completion relative to any indebtedness outstanding,

does not exceed the sum of:

(D) working capital (being calculated on the basis of unrestricted cash plus unrestricted cash equivalents less accounts payable and less accrued and other current liabilities, such amounts being reconciled to the most recently issued consolidated financial statements) of the Supplier PMPA Entities (on a consolidated basis); plus
(E) the reasonably projected operating cash flow of the Supplier PMPA Entities (on a consolidated basis) after deducting sustaining and expansion capital costs, and taking into account the delivery obligations under this Agreement, calculated at spot commodity prices; plus
(F) the amount by which the Total Canadian Reference Amount exceeds the Applied Canadian Reference Amount; plus
(G) the amount of any Committed Equipment Financing that remains available to be drawn down by Supplier; plus
(H) the amount of the Committed Project Financing that remains available to be drawn down by Supplier;
(xvii) in the case of the first Construction Payment, Wheaton shall have received copies of the Feasibility Documentation, in form and substance satisfactory to Wheaton, acting reasonably, certified to be true and correct by a director or senior officer of Supplier;
(xviii) in the case of all Construction Payments subsequent to the first Construction Payment, there shall have been no material amendment to the Feasibility Documentation that could reasonably be expected to have an Adverse Impact that has not been approved by Wheaton, acting reasonably; and
(xix) on the date of each Construction Payment, each Supplier PMPA Entity shall have executed and delivered to Wheaton a certificate of a director or senior officer (without personal liability) of each such entity, in form and substance satisfactory to Wheaton, acting reasonably, certifying that, on and as of that date:
(A) all of the representations and warranties made by each Supplier PMPA Entity pursuant to each Transaction Document to which it is a party are true and correct in all material respects as of such date, or, where applicable, as of the relevant point in time specified in the representation and warranty; and
(B) none of the Supplier PMPA Entities are in breach or default and there is no Event of Default that has occurred and is continuing (or an event which with notice or lapse of time or both would become a breach, default or
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Event of Default) under any Transaction Document to which it is a party; and

(C) the conditions set out in this Section 3.5(a) have been satisfied, including the reasonable determination of Parent Company and Supplier of the Total Capex at such time and the amount of such Total Capex that has been incurred and paid up to a date not earlier than 30 days of the date of the certificate.
(b) In the event that a Construction Payment would otherwise be due and payable in accordance with Sections 3.5(a)(i) through 3.5(a)(iv) at any time that the applicable conditions set forth in Section 3.5(a) have not been satisfied in full, such Construction Payment shall be deferred until ten Business Days following the earlier of satisfaction of all such applicable conditions and the achievement of Completion. The obligations of Supplier under this Agreement, including Sections 2.1, 2.2 and 3.4 and the other obligations of Wheaton under this Agreement, including Section 2.5, shall continue despite such deferral. Each of the conditions set forth in Section 3.5(a) is for the exclusive benefit of Wheaton and may only be waived by it in its sole discretion.
(c) Notwithstanding Section 3.5(b), if the conditions set forth in Section 3.5(a) in respect of the first Construction Payment have not been satisfied in full on or before the sixth anniversary of the Effective Date, then Wheaton shall have the right to terminate this Agreement at any time thereafter upon written notice to Supplier without any liability; provided that each Party shall continue to be liable for any breach of this Agreement that occurred prior to such termination. In the event that Wheaton terminates this Agreement in accordance with this Section 3.5(c), Supplier shall refund to Wheaton any Advanced Deposit and any Delay Ounce Balance within 30 days of receipt of Wheaton’s written notice of termination.

3.6 Satisfaction of Conditions Precedent

Each Party shall use all reasonable commercial efforts and take all reasonable action as may be necessary or advisable to satisfy and fulfil all the conditions precedent set forth in Sections 3.2, 3.3 and 3.5 as promptly as reasonably practicable. The Parties will co-operate in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing.

3.7 Currency Fluctuations

If Supplier:

(a) receives any portion of the Deposit in US dollars; and
(b) converts such US dollar amount into Canadian dollars on the same day that such portion of the Deposit is received by Supplier using the US dollar to Canadian dollar exchange rate offered by the Bank of Montreal for such conversion,

then:

(c) if the amount in Canadian dollars received by Supplier upon conversion in accordance with (b) above is less than the Canadian dollar reference amount of the First Early Deposit Payment, the Second Early Deposit Payment and/or any Construction Payment, as
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applicable, Wheaton agrees that it shall make such additional payments as are required such that Supplier shall receive the actual Canadian dollar reference amount (assuming conversion of any US dollar payments into Canadian dollars on the day of receipt) of such relevant payment; and

(d) if the amount in Canadian dollars received by Supplier upon conversion in accordance with (b) above is more than the Canadian dollar reference amount of the First Early Deposit Payment, the Second Early Deposit Payment and/or any Construction Payment, as applicable, Supplier agrees that it shall return to Wheaton any excess Canadian dollar amount such that Supplier does not receive more than the Canadian dollar reference amount of such relevant payment.

3.8 Use of Deposit

The Supplier PMPA Entities shall ensure that the First Early Deposit Payment and the Second Early Deposit Payment are used only to advance the Feasibility Documentation, to advance the construction and development of the Mine and for general and administrative purposes (including, for avoidance of doubt, Parent Company general and administrative expenses) and that the remainder of the Deposit is used only for the construction and development of the Mine and general working capital purposes, which, for greater certainty, in each case shall exclude:

(a) any general and administrative expenses relating to, or reasonably allocable to, any project or asset other than the Mine other than, for avoidance of doubt, Parent Company general and administrative expenses; and
(b) any expenditures, directly or indirectly, incurred in connection with any project or asset other than the Mine.

3.9 Buy Back Option

(a) In the event that a Change of Control of Parent Company or Supplier is completed in accordance with this Agreement at any time prior to July 1, 2025 (the “ Buy Back Trigger Event ”), Supplier shall have a one-time buy back option to effect the matters set out in Section 3.9(b) (the “ Buy Back Option ”), exercisable by: (i) delivering written notice to Wheaton within 30 days of the Buy Back Trigger Event; and (ii) making a payment in cash to Wheaton within 30 days after delivery of such written notice (the “ Buy Back Closing ”) of 33% of the following amount:
(i) the Advanced Deposit as of the Buy Back Closing; plus
(ii) the amount required to generate an IRR of 15% on any portion of the Advanced Deposit as of the Buy Back Closing; plus
(iii) the greater of:
- (A) an amount in US dollars equal to the Total Canadian Reference Amount determined using the Deposit Exchange Rate multiplied by 1.25, multiplied by the sum of:
  - (I) 0.7 multiplied by the quotient of:
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  - (1) the increase in the Gold Market Price between the Effective Date and the 15[th] Business Day before the Buy Back Closing; _divided by_ ,

  - (2) the Gold Market Price on the Effective Date; plus

(II) 0.3 multiplied by the quotient of:
- (1) the increase in the Platinum Market Price between the Effective Date and the 15[th] Business Day before the Buy Back Closing; divided by ,
- (2) the Platinum Market Price on the Effective Date; and
(B) the amount required to generate an IRR of 5%: (1) on any portion of the Deposit that is advanced, between the Effective Date and the date advanced, and (2) on the US dollar amount that is equal to the difference between the Total Canadian Reference Amount and the Applied Canadian Reference Amount, determined using the Deposit Exchange Rate, between the Effective Date and the Buy Back Closing.

(b) As of the Buy Back Closing (where applicable in accordance with Section 3.9(a)):

(i) the Payable Gold and Payable Platinum hereunder shall be reduced by 33% (such that the references to 100% and 67% in the definition of “Payable Gold” and the references to 22% and 15% in the definition of “Payable Platinum” shall be reduced by 33%);
(ii) the “Total Canadian Reference Amount” shall be adjusted to be equal to the amount of the Total Canadian Reference Amount immediately prior to the Buy Back Closing reduced by 33%;
(iii) the Canadian dollar amounts set forth in items (i) and (ii) of the definition of “Applied Canadian Reference Amount” and the Canadian dollar amounts set forth in the definition of “First Early Deposit Payment” and the “Second Early Deposit Payment”, shall each be adjusted by reducing each such Canadian dollar amount by 33%;
(iv) to the extent any Construction Payment has already been paid by Wheaton to Supplier, the corresponding Canadian dollar amount determined under item (iii), (iv), (v) or (vi), as the case may be, of the definition of “Applied Canadian Reference Amount” shall be adjusted to be equal to such Canadian dollar amount determined immediately prior to the Buy Back Closing reduced by 33%
(v) the reference in the definition of “Reduction Time” to 150,000 ounces of Refined Gold and 120,000 ounces of Refined Platinum shall, in each case, be adjusted by reducing such amount by 33%;
(vi) the reference in Section 4.3(a) to 910 ounces shall be adjusted by reducing such amount by 33%;
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(vii) for greater certainty, the Uncredited Deposit under this Agreement will be adjusted to be equal to (A) the Advanced Deposit as adjusted pursuant to Section 3.9(b)(viii), less (B) the aggregate amount (if any) that was credited against the Uncredited Deposit in accordance with Section 2.5 prior to the Buy Back Closing, provided that the Uncredited Deposit will never be less than nil; and
(viii) for greater certainty, the Advanced Deposit shall be reduced by 33% of the Advanced Deposit as of the Buy Back Closing to reflect the amount paid by Supplier to Wheaton pursuant to Section 3.9(a)(i), and not by any other amount paid pursuant to this Section 3.9.
(c) Where an amount is required to be determined pursuant to Section 3.9(a) to generate an IRR for any period and in respect of any portion of the Advanced Deposit or the Deposit, or on any other amount, such amount shall be determined by the following formula:

P x (1 + r)[c/12] – P

where:

P = the portion of the Advanced Deposit or the Deposit or such other amount for which an IRR is being determined;

c = the number of months in the period for which an IRR is being determined; and

r = the applicable IRR for the period.

ARTICLE 4 CONSTRUCTION, DEVELOPMENT AND COMPLETION

4.1 Construction Period

Supplier and Parent Company shall cause construction and development in respect of the Mine to be carried out in accordance with the Development Plan. Supplier shall promptly notify Wheaton in writing of any material departure from or proposed change to the Development Plan, the Feasibility Study or the Base Case Model. Prior to Completion, no such notice shall amend the Development Plan or the Base Case Model where such departure or proposed change would reasonably be expected to have an Adverse Impact unless agreed to by Wheaton. Until Completion, Supplier shall provide Wheaton with quarterly progress reports no later than thirty days following the end of each quarter, updating the construction and development in respect of the Mine, including actual Project Costs incurred but not yet paid, Project Costs incurred and paid, an estimate of Project Costs still to be incurred, compared to the Base Case Model and an updated estimate of the Total Capex, all as of such quarter end.

4.2 Completion Tests

(a) Supplier shall perform and complete one or more tests to determine whether Completion has been achieved as and when determined by them (each, a “ Completion Test ”), but in any event at least one such Completion Test must be completed prior to the Target Completion Date. Supplier shall advise Wheaton as soon as practical, and in any event at least ten days prior to the start of the Completion Period, as to the start date of the Completion Period in connection with any Completion Test. No Completion Period may overlap with any other Completion Period, provided however that a Completion Period
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once initiated may be abandoned by written notice to Wheaton. Wheaton shall be entitled to have representatives present during such Completion Test in accordance with Section 6.4.

(b) If a Completion Test confirms that Completion has been achieved, then within five Business Days of the end of such Completion Test, Supplier shall deliver or cause to be delivered to Wheaton a certificate of a director or senior officer (without personal liability) of Supplier (“ Completion Certificate ”) certifying: (i) that Completion has occurred; (ii) a detailed calculation of the Completion Percentage, Actual Gold Production, Actual Platinum Production, Target Gold Production and Target Platinum Production for the Completion Period; and (iii) copies of the Books and Records supporting the inputs into such determination. Completion will be deemed to have occurred on the last date of the Completion Period unless Wheaton delivers to Supplier within 90 days of its receipt of the Completion Certificate a written notice that it has reasonable grounds for believing Completion has not been achieved, in which case the matter shall be determined in accordance with the provisions of Section 4.2(d).
(c) If a Completion Test fails to confirm that Completion has been achieved, then within five Business Days of the end of such Completion Test, Supplier shall deliver or cause to be delivered to Wheaton a certificate of a director or senior officer (without personal liability) of Supplier certifying: (i) that Completion has not occurred; (ii) a detailed calculation of the Completion Percentage, Actual Gold Production, Actual Platinum Production, Target Gold Production and Target Platinum Production for the Completion Period; and (iii) copies of the Books and Records supporting the inputs into such determination.
(d) Notwithstanding any other provision of this Agreement, if there is a Dispute as to whether any Completion Test confirms that Completion has been satisfied in accordance with this Section 4.2 (such Dispute being, a “ Technical Dispute ”), then the Technical Dispute shall be submitted to the Technical Expert for determination as follows:
(i) the Parties will cooperate with the Technical Expert and promptly provide it, but in any event within 30 days, with such information and documentation as requested by it for the purposes of its determination of the Technical Dispute;
(ii) the Technical Expert may establish rules and procedures for the conduct of the determination process in respect of the Technical Dispute, including holding meetings with or requiring written submissions of the Parties; provided that the Technical Expert will be instructed to establish such rules and procedures within 15 days of engagement;
(iii) the Technical Expert will make its determinations in respect of the Technical Dispute in accordance with objective technical determination methods commonly utilized in the international mining industry and standards generally accepted by mining professionals in the international mining industry (the selection of applicable standards and guidelines being a matter to be determined by the Technical Expert in its sole discretion) in accordance with good mining practice and in a safe and socially and environmentally responsible and sustainable manner;
(iv) the Technical Expert will be required to render its determination (which must be in writing) within 30 days after it has received all relevant information and input
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from the Parties and include in its determination an explanation of all methodologies used in making its determination;

(v) the costs of the Technical Expert in making its determination will be shared equally by the Parties, provided that if the Technical Expert determines that the relevant Completion Test that is the subject matter of the Technical Dispute was not satisfied, the Supplier shall pay all of the costs of the Technical Expert associated with, or arising from, such Technical Dispute; and
(vi) the final determination by the Technical Expert with respect to the Technical Dispute will be final and binding on the Parties and will not be subject to appeal on any basis, including on a question of law or mixed fact and law, and in acting the Technical Expert will be acting as an expert and not as an arbitrator.

4.3 Short Term Completion Delay

(a) If Completion has not been achieved on or prior to the Target Completion Date, then, in addition to the obligation to sell and deliver Refined Gold and Refined Platinum in accordance with Article 2 and subject to the terms of any intercreditor agreement, Supplier shall sell and deliver Refined Gold to Wheaton in respect of the month in which such Target Completion Date falls and in respect of each calendar month thereafter until the earlier of: (i) the calendar month in which Completion is achieved and (ii) the calendar month in which the Refund is paid by Supplier to Wheaton in accordance with Section 4.4, in an amount equal to 910 gold ounces multiplied by the greater of:
(A) nil; and
(B) one minus a fraction the numerator of which is the Actual Throughput for such calendar month and the denominator of which is the Design Feed Rate multiplied by the number of days in such calendar month.

For the avoidance of doubt, any Refined Gold required to be sold and delivered pursuant to this Section 4.3(a) shall be reduced by Section 3.9, if applicable.

(b) Any Refined Gold required to be sold and delivered pursuant to this Section 4.3 in respect of any calendar month will be delivered within five Business Days of the end of such calendar month, and will be prorated to take into account the applicable portion of such month that precedes the Target Completion Date or that follows the date that either of the events in (i) or (ii) in Section 4.3(a) occurred. Any delivery of Refined Gold pursuant to this Section 4.3 (and any payment of the Gold Purchase Price in respect thereof) shall not reduce the Uncredited Deposit. The delivery and sale obligations with respect thereto shall be as set forth in Sections 2.3, 2.4 and 2.5 (with applicable revisions thereto, mutatis mutandis ), including for avoidance of doubt, the requirement for Wheaton to make the Gold Production Payment contemplated by Section 2.5.
(c) If (i) the Completion Percentage in respect of the last Completion Test completed prior to the Target Completion Date was less than 50%, or (ii) no Completion Test was undertaken in compliance with the terms of this Agreement prior to the Target Completion Date, then Wheaton shall have the right, at its sole discretion, to terminate this Agreement by written notice to Supplier within 90 days of the Target Completion Date without any liability; provided that each Party shall continue to be liable for any breach of this Agreement that
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occurred prior to such termination. In the event that Wheaton terminates this Agreement in accordance with this Section 4.3(c), Supplier shall refund to Wheaton within 30 days of receipt of such written notice of termination the full amount of the Uncredited Deposit and any Delay Ounce Balance.

4.4 Outside Completion Date

(a) If Completion has not been achieved on or prior to the Outside Completion Date, then Supplier shall repay to Wheaton within 15 days after the Outside Completion Date a portion of the Advanced Deposit (the “ Refund ”) equal to the Advanced Deposit multiplied by one less the Completion Percentage in respect of the most recent Completion Test completed prior to the Outside Completion Date. If no Completion Test was completed prior to the Outside Completion Date, or if the Completion Percentage in respect of the most recent Completion Test completed prior to the Outside Completion Date was less than 10%, then the Refund shall be the aggregate amount of the Advanced Deposit. For greater certainty, any payment of the Refund pursuant to this Section 4.4(a) shall reduce the Advanced Deposit by the amount so paid. Notwithstanding the payment of the Refund, the obligations of the Parties under this Agreement, including Supplier’s obligations under Sections 2.1 and 2.2 shall continue, except that any obligation of Wheaton to advance any remaining portion of the Deposit shall be extinguished.
(b) If the Completion Percentage in respect of the last Completion Test completed prior to the Outside Completion Date was less than 50%, then Wheaton shall have the right, at its sole discretion, to terminate this Agreement by written notice to Supplier within 90 days of the Outside Completion Date without liability; provided that each Party shall continue to be liable for any breach of this Agreement that occurred prior to such termination. In the event that Wheaton terminates this Agreement in accordance with this Section 4.4(b), Supplier shall refund to Wheaton, within 30 days of receipt of such written notice of termination, the full amount of the Advanced Deposit and any Delay Ounce Balance.

4.5 Delay in Completion

If any Supplier Group Entity has announced that construction or development of the Mine has been delayed or suspended such that there is no reasonable prospect that Completion will be achieved by the Outside Completion Date, Wheaton shall have the right, at its sole discretion, to terminate this Agreement by written notice to Supplier without liability; provided that each Party shall continue to be liable for any breach of this Agreement that occurred prior to such termination. In the event that Wheaton terminates this Agreement in accordance with this Section 4.5, Supplier shall refund to Wheaton, within 60 days of receipt of such written notice of termination, the full amount of the Uncredited Deposit and any Delay Ounce Balance. For the avoidance of doubt, so long as the Uncredited Deposit is duly paid to Wheaton, there being no reasonable prospects to achieve Completion as contemplated by this Section, shall not in and of itself constitute an Event of Default.

ARTICLE 5 TERM

5.1 Term

The term of this Agreement shall commence on the Effective Date and, subject to Sections 3.5(c), 4.3(c), 4.4(b), 4.5 and 10.2(a)(ii), shall continue until the date that is 20 years after the Effective Date (the “ Initial Term ”). Wheaton may terminate this Agreement at the end of the Initial Term by providing the Supplier

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PMPA Entities, prior to the expiry of the Initial Term, with written notice of its intention to terminate. If Wheaton has not provided such notice prior to the expiry of the Initial Term, then this Agreement shall continue in full force and effect for successive ten year periods unless and until Wheaton provides written notice to the Supplier PMPA Entities terminating this Agreement prior to the end of the then current term.

5.2 Uncredited Deposit

If, by the expiry of the term of this Agreement or upon any early termination of this Agreement pursuant to Section 10.2(a)(ii) or otherwise, Supplier has not sold and delivered to Wheaton an amount of Refined Gold and Refined Platinum sufficient to reduce the Uncredited Deposit to nil in accordance with this Agreement, then Supplier shall pay such Uncredited Deposit to Wheaton immediately upon demand therefor following the expiry of the term or the termination of this Agreement.

ARTICLE 6 REPORTING; BOOKS AND RECORDS

6.1 Reporting Requirements

(a) From and after the first calendar month during which gold or platinum is mined, produced, extracted or otherwise recovered from the Mining Properties, Supplier shall deliver to Wheaton a Monthly Report on or before the 15[th] day after the last day of each calendar month.
(b) Promptly after the life of mine plan for the Mine is presented to the board of directors of any Supplier Group Entity, and in any event at least once every 12 months, and promptly whenever an update to any such life of mine plan is adopted by management of any Supplier Group Entity, Supplier shall provide to Wheaton such life of mine plan or updated life of mine plan, as applicable, including:
(i) the annual production forecast for palladium, copper, gold and platinum from the Mining Properties during the upcoming calendar year (to be set out on a monthly basis) and the remaining life of mine thereafter (to be set out on a yearly basis);
(ii) the amounts of Payable Gold and Payable Platinum as forecast for the upcoming calendar year (to be set out on a monthly basis) and the remaining life of mine thereafter (to be set out on a yearly basis);
(iii) a list of assumptions used in developing the forecasts referred to in paragraphs (i) and (ii), including the types, tonnages, palladium, copper, gold and platinum grade and palladium, copper, gold and platinum recoveries of ore from the Mining Properties and the operating costs and sustaining capital during the applicable forecast period in the case of the production forecast; and
(iv) a statement setting out the palladium, copper, gold and platinum Reserves and Resources for the Mine and the assumptions used.
(c) Supplier shall notify and consult with Wheaton regarding any matter concerning the Mining Properties that has or is reasonably likely to have an Adverse Impact. Supplier shall seek to comply with this Section 6.1(c), to the extent reasonably practicable and subject to requirements of Applicable Law, including without limitation, stock exchange rules, prior to any public announcement regarding the matter.
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(d) Until the Deposit has been fully advanced, Supplier shall provide Wheaton with immediate written notice if:
(i) it suffers or incurs, or reasonably expects to suffer or incur, an Insolvency Event or Lender Event or Event of Default; or
(ii) it becomes, or expects to become, unable to pay its debts, expenses and liabilities as they become due in the ordinary course of business.
(e) Until Completion is achieved, Supplier shall deliver to Wheaton quarterly progress reports, in form and substance satisfactory to Wheaton, acting reasonably, as soon as reasonably practicable following the end of each quarter and in no event later than 60 days following the end of each quarter, which reports shall include a report on the financial status of Parent Company, including (i) draft consolidated financial statements of Parent Company for such quarter; (ii) detailed listing of actual costs incurred vs. budget for the most recent quarter and on a cumulative basis in respect of the Mine; and (iii) financial forecast that presents the sources and uses of cash during the remainder of the expected construction and development period in respect of the Mine and the first five years of expected production.
(f) Within 60 days following the end of each quarter of each financial year, Supplier shall provide Wheaton with a copy of the unaudited consolidated financial statements of Parent Company for that quarter. Within 120 days following the end of each financial year, Parent Company shall provide Wheaton with a copy of the audited consolidated financial statements in respect of Parent Company for that financial year.
(g) To the extent Scope 1 and Scope 2 Greenhouse Gas (GHG) emissions calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard in respect of the Mining Properties are prepared by or for the Supplier PMPA Entities on a yearly basis, Supplier shall provide such GHG emissions information to Wheaton upon request.

6.2 Books and Records

Supplier and Parent Company shall, and shall cause the other Supplier PMPA Entities to, keep true, complete and accurate Books and Records to enable Wheaton to confirm compliance with the terms and conditions of this Agreement, including the determination of the Payable Gold and Payable Platinum and whether Completion has been achieved. Supplier and Parent Company shall, and shall cause the other Supplier PMPA Entities to:

(a) provide copies to Wheaton of; and
(b) permit Wheaton and its authorized representatives and agents to perform audits, reviews and other examinations of,

such Books and Records from time to time, at such reasonable times as Wheaton may request upon reasonable notice at the sole cost and expense of Wheaton and provided any rights of examination shall not unreasonably interfere with any exploration, development, mining or processing work conducted on the Mining Properties.

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6.3 Technical Reports

Supplier and Parent Company shall, and shall cause the other Supplier PMPA Entities to, prepare technical reports on the Mining Properties in compliance with NI 43-101 as and when required by Applicable Law. To the extent reasonably practicable and in accordance with Applicable Law and the rules of any requisite stock exchange, Supplier and Parent Company shall, and shall cause the other Supplier PMPA Entities to, provide to Wheaton an advance draft copy of any technical report on the Mining Properties prepared in compliance with NI 43-101 before it is filed on SEDAR or otherwise publicly announced, and in any event not less than three Business Days before it is so filed. If the Mining Properties are a material property of Wheaton in accordance with NI 43-101, at the written request of Wheaton and at Wheaton’s cost, Supplier and Parent Company shall use commercially reasonable efforts to, and shall cause the other Supplier PMPA Entities to use commercially reasonable efforts to provide to Wheaton:

(a) qualified persons consents, qualified persons certificates or other technical data, records or information pertaining to the Mining Properties in the possession or control of any Supplier Group Entity;
(b) copies of any technical report and cause the authors of such technical report to have such technical report addressed directly to Wheaton or its Affiliates as directed by Wheaton; and
(c) such other scientific and technical information as Wheaton requests for the purpose of:
(i) preparing a technical report on the Mining Properties in accordance with NI 43-101, and
(ii) complying with the disclosure obligations of Wheaton and its Affiliates under Applicable Laws.

6.4 Inspections

Subject at all times to the workplace rules and supervision of Supplier, and provided any rights of access do not interfere with any exploration, development, mining or processing work conducted on the Mining Properties, the Supplier PMPA Entities hereby grant to Wheaton and its representatives and agents, at reasonable times and upon reasonable notice and at Wheaton’s sole risk and expense, the right to access and physically inspect the Books and Records, the Mining Properties and the Mineral Processing Facilities, in each case to monitor Supplier’s mining and processing operations on the Mining Properties, to confirm compliance with the terms and conditions of this Agreement, confirm whether Completion has been achieved, or to otherwise monitor and review mining and processing operations. Wheaton shall comply with all health and safety rules of Supplier and Parent Company. Wheaton shall indemnify and hold harmless Supplier and Parent Company from and against any and all Losses suffered by Wheaton and its authorized representatives relating to loss of life, limb and property (so long as such Losses were not occasioned by the negligence or wilful misconduct of the Supplier PMPA Entities).

6.5 Confidentiality

(a) Each Party agrees that it shall maintain as confidential and shall not disclose, and shall cause its Affiliates, employees, officers, directors, advisors, agents and representatives to maintain as confidential and not to disclose any information (whether written, oral or in electronic format) received or reviewed by such Party (a “ Receiving Party ”) from any other Party, its Affiliates, employees, officers, directors, advisors, agents or representatives
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(a “ Disclosing Party ”) as a result of or in connection with this Agreement (“ Confidential Information ”), except in the following circumstances:

(i) a Receiving Party may disclose Confidential Information to its professional advisors, including its auditors, legal counsel, lenders, brokers, underwriters and investment bankers and prospective financing or acquisition parties, provided each person to whom the Confidential Information is made aware of the confidential nature of such information and uses such information for the limited purpose for which it was disclosed;
(ii) subject to Sections 6.5(c) and 12.7, a Receiving Party may disclose Confidential Information where that disclosure is necessary to comply with any Applicable Law, court order, order or requirement of any Governmental Authority, or its disclosure obligations and requirements under any securities law, rules or regulations or stock exchange listing agreements, policies or requirements; provided that the proposed disclosure is limited to Confidential Information so required to be disclosed and that the Receiving Party will have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled, including redacting proprietary, structural or other Confidential Information of any Party prior to making such disclosure and only following the prior review of the Disclosing Party (where such prior review is legally permitted);
(iii) a Receiving Party may disclose Confidential Information where such information is already public knowledge other than by a breach of the confidentiality terms of this Agreement or is known by the Receiving Party prior to the entry into of this Agreement or obtained independently of this Agreement and the disclosure of such information would not breach any other confidentiality obligations or the Receiving Party would not otherwise be prohibited from transmitting the Confidential Information by a contractual, legal or fiduciary obligation;
(iv) with the approval of the Disclosing Party;
(v) a Receiving Party may disclose Confidential Information to those of its and its Affiliates’ directors, officers, employees and agents who need to have knowledge of the Confidential Information; and
(vi) in connection with any legal proceeding arising in connection with this Agreement, but any such disclosure shall be subject to such confidentiality procedures as may be reasonably requested by the Disclosing Party and approved by the court.
(b) Each Party shall ensure that its and its Affiliates’ employees, directors, officers and agents and those persons listed in Section 6.5(a)(i) and 6.5(a)(v), are made aware of this Section 6.5 and comply with the provisions of this Section 6.5. Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by such persons. In addition, each Party has the right to pursue causes of action or other acts against such persons.
(c) If a Party is required to file this Agreement in any public registry, filing system or depository, including SEDAR, in order to comply with Applicable Law, it shall notify the other Parties of such requirement within two Business Days of the date of this Agreement
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(it being acknowledged that Parent Company will be filing this Agreement on SEDAR), and the Parties shall consult with each other with respect to any proposed redactions to the Agreement in compliance with Applicable Law before it is filed in any such registry, filing system or depository, provided that the applicable Party may file this Agreement with such redactions as it shall determine, acting reasonably, if no suitable arrangement can be reached with the other Party following such consultation.

ARTICLE 7 COVENANTS

7.1 Conduct of Operations

(a) Subject to Sections 7.1(b), all decisions regarding the Mine, the Mining Properties and the Mineral Processing Facilities, including all decisions concerning the methods, extent, times, procedures and techniques of any: (i) exploration, development and mining related to the Mine, including spending on capital expenditures; (ii) leaching, milling, processing or extraction; (iii) subject to Section 7.2, materials to be introduced on or to the Mining Properties; and (iv) except as expressly provided in this Agreement, sales of Minerals and terms thereof shall be made by Supplier, in its sole discretion, it being acknowledged by the Parties that such decisions will be made based on copper and palladium being the primary metals mined and that gold and platinum are by-products. Supplier and Parent Company shall, and shall cause each other applicable Supplier Group Entity to, carry out and perform all mining operations and activities pertaining to or in respect of the Mine, the Mining Properties and the Mineral Processing Facilities in a commercially prudent manner and in accordance with all Applicable Laws and the Approvals and in accordance with good mining, processing, engineering and environmental practices prevailing in the mining industry. For greater certainty, subject to Section 7.1(b)(ii), nothing in this Agreement shall require Supplier, Parent Company or any of their Affiliates or any other person to operate or continue operating the Mine or to explore or develop any mining property if it is not, at the relevant time, economically feasible or legally permissible.
(b) Supplier and Parent Company shall, and shall cause each other applicable Supplier Group Entities to:
(i) ensure that all cut-off grade, short term mine planning, long term mine planning and production decisions concerning the Mining Properties shall be based on gold and platinum prices typical of normal industry practice and be made on the assumption that Supplier is receiving payment for all gold and platinum produced at the Mining Properties at Gold Market Prices and Platinum Market Prices, as applicable;
(ii) assume gold and platinum prices typical of normal industry practice and that Supplier is receiving payment for all gold and platinum produced at the Mining Properties at market prices, without any consideration of the financial impact of this Agreement: (i) in any resource or reserve determination, short term mine planning, long term mine planning and production decisions concerning the Mining Properties; (ii) in any studies, analyses or decisions regarding the nature or location of the ore to be mined on, the sequence of mining operations or any related financing thereof; and (iii) in any determination to operate, modify, suspend or terminate the Mineral Processing Facilities;
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(iii) abide by the terms of Parent Company’s Code of Business Conduct and Ethics attached as Schedule H. Supplier and Parent Company shall not, and shall cause the other Supplier PMPA Entities to not, terminate, replace, amend or otherwise vary any such policies except as considered necessary or appropriate to adhere to higher standards or practices; and
(iv) abide by Wheaton’s Code of Conduct attached as Schedule H.

7.2 Processing/Commingling

(a) Supplier and Parent Company shall ensure that the Supplier PMPA Entities process all Minerals through the Mineral Processing Facilities and ensure such processing occurs at the Mineral Processing Facilities in a manner consistent with the processing methods described in the Feasibility Study and in priority to Other Minerals. The Supplier PMPA Entities shall not process Other Minerals through the Mineral Processing Facilities, except in accordance with Section 7.2(b).
(b) If the Supplier PMPA Entities process Other Minerals through the Mineral Processing Facilities, Supplier and Parent Company shall cause the Supplier PMPA Entities to:
(i) without derogating from the Supplier PMPA Entities’ obligation under Section 7.2(a) to process Minerals in priority to Other Minerals, fully compensate and indemnify Wheaton to the extent Wheaton incurs or suffers any disadvantage or Loss as a result of such Other Minerals being processed through the Mineral Processing Facilities (including as a result of a delay in the timing of when Wheaton would have received Payable Gold or Payable Platinum and including any reduction in the recovery of gold or platinum resulting from the commingling of Other Minerals); provided that, to the extent that Other Minerals are processed through the Mineral Processing Facilities, there shall be no negative impact incurred or suffered by Wheaton under this Section 7.2 to the extent that there are no economic Minerals (as determined in accordance with Section 7.1) remaining to be mined or processed;
(ii) adopt and employ reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors, to ensure the division of gold and platinum from Minerals from gold and platinum from Other Minerals for the purposes of determining the quantum of Produced Gold and Produced Platinum (which practices and procedures shall be in accordance with sound mining, processing, engineering and environmental practices prevailing in the mining industry and which practices and procedures shall have been agreed to by Supplier and Wheaton);
(iii) keep appropriate Books and Records in this regard, which Wheaton shall be entitled to review and audit upon reasonable notice to Supplier and at reasonable frequency;
(iv) ensure that in no event shall the result of any practice or procedure adopted by Supplier for purposes of this Agreement result in less Produced Gold or Produced Platinum than determined by the practices and procedures adopted by any Supplier Group Entity for its own determination of gold and platinum content in the relevant Minerals; and
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(v) consult with Wheaton and act reasonably to modify the practices and procedures adopted and employed if Wheaton determines, acting reasonably, that there is a more accurate, objective or formulaic methodology or procedure, or if any of such practices or procedures result in inaccuracy, bias or an unreasonable degree of variability, in the determination of Produced Gold or Produced Platinum from Minerals from gold and platinum from Other Minerals.

7.3 Preservation of Corporate Existence

(a) Each of Supplier and Parent Company shall do all things necessary or advisable to maintain its corporate existence and, in the case of Supplier, remain a resident in Canada for tax purposes. Supplier shall maintain an office (or other fixed place of business) through which the business related to this Agreement is carried on in its jurisdiction of incorporation and shall not have an office or other fixed place of business, an agent with authority to negotiate or conclude contracts on behalf of Supplier, or an employee, in any other jurisdiction.
(b) Each of Supplier and Parent Company shall cause each Holdco to do all things necessary or advisable to maintain its corporate existence.
(c) Without limiting Section 7.6 and Section 12.12, Supplier and Parent Company shall ensure that neither Parent Company nor any Holdco shall consolidate, amalgamate with, or merge with or into, or Transfer all or substantially all of its assets to, or reorganize, reincorporate or reconstitute into or as another entity, or continue to any other jurisdiction or consummate a similar corporate event unless at the time of such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, continuance or similar corporate event, the resulting, surviving or transferee entity assumes, including, for avoidance of doubt, by operation of Applicable Law, in favour of Wheaton all the obligations of Parent Company or the relevant Holdco, as the case may be, under each Transaction Document to which Parent Company or such Holdco, as the case may be, is a party.
(d) Without limiting Section 7.6 and Section 12.12, Supplier shall not consolidate, amalgamate with, or merge with or into, or Transfer all or substantially all of its assets to, or reorganize, reincorporate or reconstitute into or as another entity, or continue to any other jurisdiction or consummate a similar corporate event unless: (i) at the time of such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, continuance or similar corporate event, the resulting, surviving or transferee entity assumes, including, for avoidance of doubt, by operation of Applicable Law, in favour of Wheaton all the obligations of Supplier under any Transaction Document to which Supplier is a party; (ii) Wheaton has provided its prior written consent to such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, continuance or similar corporate event, such consent not to be unreasonably withheld; and (iii) each surviving Supplier PMPA Entity acknowledges, confirms and agrees in favour of Wheaton that its obligations under each Transaction Document to which it is a party continue in full force and effect despite such consolidation, amalgamation, merger, reorganization, reincorporation, reconstitution, Transfer, continuance or similar corporate event.

7.4 Insurance

(a) Supplier and Parent Company shall ensure that the Supplier PMPA Entities cause to be maintained with reputable insurance companies, insurance (including business interruption
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insurance) with respect to the Project Assets and the operations of Supplier conducted on and in respect of the Mine against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar operations in similar locations, which shall include insurance on each shipment of Minerals from the Mine until risk of loss for such shipment has been transferred to the Offtaker.

(b) Supplier shall, upon request of Wheaton, furnish to Wheaton a certificate setting forth the nature and extent of all insurance maintained by or on behalf of Supplier in accordance with Section 7.4(a) and confirming its adequacy and sufficiency. Supplier shall, upon the request of Wheaton, provide Wheaton with copies of all insurance policies as in effect from time to time relating to the Project Assets.
(c) All of the insurance policies relating to the Project Assets and the operations conducted thereon (and all policies of reinsurance issued in connection therewith) shall specify Wheaton as an additional insured and as a loss payee and contain customary endorsements in favour of Wheaton as Wheaton shall reasonably require.
(d) Supplier and Parent Company shall ensure that the Supplier PMPA Entities do not at any time do or omit to do anything, or cause anything to be done or omitted to be done, whereby any insurance required to be effected hereunder would, or would be likely to, be rendered void or voidable or suspended, impaired or defeated in whole or in part.

7.5 Project Assets

Supplier and Parent Company shall, and shall cause the other Supplier PMPA Entities to:

(a) except pursuant to a Transfer in compliance with Section 7.6 and subject to the other provisions of this Section 7.5 below, cause Supplier to be the only legal and beneficial owner of, and ensure that no other person holds or acquires any ownership right, title or interest in, the Project Assets;
(b) keep the Mining Properties in good standing; provided that Supplier shall be entitled to abandon, surrender, relinquish or let lapse any of the Mining Properties, if Supplier shall have determined, acting reasonably, that it is not economical to mine the Minerals from the Mining Properties that it proposes to abandon, surrender, relinquish or let lapse; and
(c) maintain all Approvals necessary to operate the Mine and construct, develop and operate the Mine in good standing and continue to have all material rights and benefits thereunder to the extent the same are then required based on the then current status of the Mine.

7.6 Transfers

(a) Except with the prior written consent of Wheaton, such consent not to be unreasonably withheld, Supplier and Parent Company shall not, and shall cause the other Supplier Group Entities to not:
(i) permit, suffer or allow Supplier to Transfer, in whole or in part, or otherwise cease to hold (other than as contemplated by Section 7.5(b) or Section 7.6(c) or a transfer of Minerals in the ordinary course of business) all beneficial and legal title of, the Project Assets or any right, title or interest therein;
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(ii) Transfer, in whole or in part, or otherwise cease to hold (other than as contemplated by Section 7.5(b) or Section 7.6(c)), their direct or indirect interests in Supplier or the Project Assets or any right, title or interest therein; or
(iii) agree to, or enter into any agreement, arrangement or other transaction with any person that would cause, or otherwise allow or permit to exist, a Change of Control of any Supplier PMPA Entity.
(b) Notwithstanding Section 7.6(a)(iii), the prior written consent of Wheaton shall not be required in connection with a Change of Control of Parent Company if:
(i) (x) the Acquiror (if the Acquiror is a public company) or (y) the person that ultimately controls the Acquiror (if the Acquiror is a private company) executes and delivers to Wheaton within 30 days of the date of such Change of Control a guarantee of the payment and performance of all of the PMPA Obligations, substantially in form and substance as set out in the Parent Company Guarantee that is in place at the time of such Change of Control, and satisfactory to Wheaton, acting reasonably;
(ii) there is no Event of Default (or an event which with notice or lapse of time or both would become an Event of Default) that has occurred and is continuing as at the date of the Change of Control; and
(iii) each Supplier PMPA Entity acknowledges, confirms and agrees in favour of Wheaton that its obligations under each Transaction Document to which it is a party continue in full force and effect despite such Change of Control.
(c) Notwithstanding Section 7.6(a)(i) and Section 7.6(a)(ii), Supplier may Transfer Project Assets (other than any Mining Properties) not reasonably required for, or useful in connection with, the operation of the Mine in accordance with the applicable mine plan.

7.7 Encumbrances

Subject to Sections 8.1 and 8.2, Supplier and Parent Company shall not, and shall cause the other Supplier Group Entities to not, grant or allow to exist an Encumbrance, other than Permitted Encumbrances, in respect of, all or any of the Project Assets, in favour of any other person.

7.8 Offtake Agreements

(a) Supplier and Parent Company shall, and shall cause the other Supplier PMPA Entities to, cause all terms and conditions relating to gold and platinum (including the timing of transfer of title and risk to the Offtaker and timing of Offtaker Payments in respect of gold and platinum, but excluding any terms or conditions setting out payable gold rates, payable platinum rates, pricing or Offtaker Charges) of any Offtake Agreements entered into by a Supplier Group Entity to be on commercially reasonable arm’s length terms and consistent with the terms and conditions applying to other metals. Supplier shall provide a copy of any Offtake Agreement to Wheaton upon request from time to time.
(b) Supplier and Parent Company shall take commercially reasonable steps to enforce, and shall cause the other Supplier Group Entities to take commercially reasonable steps to enforce, its and their respective rights and remedies under such Offtake Agreements with
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respect to any breaches of the terms or conditions thereof relating to gold or platinum. Supplier shall notify Wheaton in writing when any such dispute arising out of or in connection with any such Offtake Agreement is commenced and shall provide Wheaton with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator with respect to such dispute.

(c) Supplier and Parent Company shall ensure, and shall cause the other Supplier Group Entities to ensure, that no Supplier Group Entity shall smelt, refine or beneficiate any Produced Gold or Produced Platinum and that any sale or delivery of Produced Gold and Produced Platinum shall only be made to an Offtaker pursuant to an Offtake Agreement.

7.9 Related Party Transactions

Without limiting any other provision of this Agreement, Supplier and Parent Company shall ensure that any Related Party Transaction entered into by the Supplier PMPA Entities shall be:

(a) bona fide and on terms and conditions that are commercially reasonable and could be obtained in a similar arm’s length transaction; and
(b) subject to a subordination and postponement agreement in accordance with Section 8.1(d).

7.10 No Further Streaming Transactions

From the Effective Date to the commencement of the Deposit Period and during any Deposit Period, Supplier and Parent Company shall not, and shall cause the other Supplier Group Entities to not, enter into, or agree to enter into, an agreement which provides for: (i) the payment of any consideration measured, quantified or calculated based on, in whole or in part, any Minerals; or (ii) the sale of any Minerals pursuant to a streaming transaction, royalty transaction or a similar transaction, the primary purpose of which is to provide a right to participate in Minerals or their values (or to receive minerals from elsewhere but calculated with reference to Minerals or their values) in exchange for upfront payment; provided that the foregoing shall not restrict the Supplier Group Entities from entering into any such transaction that is solely in respect of base metals if the proceeds of such transaction are used solely in accordance with the requirements set out in Section 3.8 that are applicable to the Deposit. This Section 7.10 shall not apply to any metals forward sales or options or other metals sales or metals loans to a financial institution or bullion bank not engaging in the business of streaming or royalty transactions; or the sale of Minerals pursuant to Offtake Agreements; or spot sales of Minerals; or internal transfers of Minerals between the Parent Company and any Supplier Group Entities; or any agreement pursuant to which any person agrees to market the Minerals on behalf of the Parent Company and any of its Affiliates (collectively, the “ Non-Stream Interests ”).

7.11 Indebtedness

From the Effective Date to the commencement of the Deposit Period and during any Deposit Period, Supplier shall not, and Supplier and Parent Company shall cause each Supplier PMPA Entity that holds any direct or indirect interest in Project Assets other than Parent Company to not, incur, assume, guarantee or otherwise be or become liable for any Financial Indebtedness without the prior written consent of Wheaton, acting reasonably, other than:

(a) any Financial Indebtedness in respect of equipment leases or purchase money security interests for Project Assets if required in accordance with the Development Plan
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(“ Equipment Financing ”) with a value not exceeding CAD$[REDACTED – commercially sensitive information]in the aggregate;

(b) any Project Financing (including, for the avoidance of doubt, any hedging facilities required and provided by the Project Lenders) in an aggregate principal amount not exceeding CAD$[REDACTED – commercially sensitive information];
(c) until such time as any Supplier Group Entity incurs, assumes, guarantees or otherwise is or becomes liable for any Project Financing to which Wheaton has subordinated its interest in accordance with Section 8.2, any Financial Indebtedness under a Working Capital Facility in an aggregate amount not exceeding CAD$[REDACTED – commercially sensitive information];
(d) any Financial Indebtedness, or any other form of financial accommodation, provided by one Supplier Group Entity to another Supplier Group Entity, to the extent that any such Financial Indebtedness or financial accommodation so incurred is not used for the purpose of funding any project or asset other than the Mine; provided that the lending Supplier Group Entity has entered into a subordination and postponement agreement, in form and substance satisfactory to Wheaton, acting reasonably, to postpone and subordinate such indebtedness and financial accommodation, in each case, in the event that a Trigger Event occurs and is continuing pursuant to the terms of this Agreement;
(e) any Financial Indebtedness in respect of reclamation bonding obligations required by Applicable Law in respect of the Mine; or
(f) following the achievement of Completion:
(i) Financial Indebtedness (other than Financial Indebtedness contemplated by Section 7.11(d)), in any amount, of the Parent Company; and
(ii) Financial Indebtedness (other than Financial Indebtedness contemplated by Section 7.11(d)), in any amount, of Supplier, provided that the Debt Service Coverage Ratio calculated on a pro forma basis as of the date of the proposed incurrence of any such Financial Indebtedness exceeds [REDACTED – commercially sensitive information] and Supplier has delivered to Wheaton a certificate of a director or senior officer (without personal liability) of Supplier, in form and substance satisfactory to Wheaton, acting reasonably, certifying a detailed calculation of the Debt Service Coverage Ratio.

7.12 No Distribution

Supplier and Parent Company shall not, and shall cause each other Supplier PMPA Entity that holds any direct or indirect interest in the Project Assets to not:

(a) prior to the achievement of Completion, make any Distribution other than: (i) as required pursuant to any Related Party Transaction that complies with the requirements of Section 7.9; (ii) to another Supplier PMPA Entity that has delivered the Security Agreements required to be delivered by it pursuant to this Agreement and provided such Security Agreements remain in effect; or (iii) to pay general and administrative expenses of the Parent Company incurred in the ordinary course of business; or (iv) as permitted by Wheaton in writing;
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(b) whether prior to or after the achievement of Completion, upon the occurrence of a Trigger Event and until 90 days after any such Trigger Event has been remedied or in the event the making of a Distribution would cause a Trigger Event, make any Distribution except to another Supplier Group Entity for the purpose of remedying a Trigger Event; or
(c) whether prior to or after the achievement of Completion, make any Distribution at any time that the Delay Ounce Balance is greater than nil.

7.13 Right of First Refusal

(a) If any Supplier Group Entity (the “ Vendor ”) receives a definitive offer from a third party that would be binding upon acceptance by the Vendor, to purchase a ROFR Interest (a “ Third Party Offer ”), and the Vendor is willing to accept that Third Party Offer, then the Supplier PMPA Entities shall cause the Vendor, by notice in writing delivered to Wheaton, to offer to sell all, but not less than all, of the ROFR Interest so sought to be purchased by the third party under the Third Party Offer to Wheaton at the same price and otherwise upon the same terms and conditions as are contained in the Third Party Offer, and to provide to Wheaton the best available information that any Supplier Group Entity has with respect to the ROFR Interest (including any information provided to the third party) (the “ ROFR Offer ”); provided that, if the Third Party Offer includes non-cash consideration that is personal to the third party (including shares of the third party), then Wheaton shall be entitled to substitute such non-cash consideration with cash or non-cash consideration that is personal to Wheaton (including shares of Wheaton or any of its Affiliates) with the same or greater value, liquidity and marketability as the third party’s non-cash consideration; and further provided that, if the Third Party Offer includes or is conditional upon the purchase of any asset other than a ROFR Interest from the Vendor, then the ROFR Offer shall similarly include such other assets.
(b) Wheaton may, within 30 days from the date of delivery of the ROFR Offer, accept the ROFR Offer by notice in writing delivered to the Vendor, in which event it shall then become a binding agreement of purchase and sale between Wheaton and the Vendor at the price and upon the terms and conditions contained in the ROFR Offer; provided that, if so elected by Wheaton in its acceptance notice and without affecting the binding nature of the agreement between the Vendor and Wheaton, Wheaton may require that the terms and conditions contained in the ROFR Offer be amended to require that mineral sales and deliveries be sold and delivered to Wheaton pursuant to a transaction structure substantially similar to the transaction structure contemplated by this Agreement rather than as contemplated in the ROFR Offer; provided that such amendment does not adversely change the economic substance of the amended ROFR Offer as compared to the Third Party Offer.
(c) If Wheaton does not accept the ROFR Offer, then the Vendor shall be free to sell all (but not less than all) of such ROFR Interest to the applicable third party pursuant to the Third Party Offer. If the Vendor and the third party have not entered into a binding, written agreement pertaining to all (but not less than all) of such ROFR Interest (the “ Third Party Agreement ”) within 120 days of the expiry of the 30 day period set forth in Section 7.13(b) then Supplier and the Vendor shall again be required to comply with the terms of this Agreement with respect to that Third Party Offer before selling the ROFR Interest that is the subject to the Third Party Offer to a third party. Supplier shall provide Wheaton with a copy of the Third Party Agreement promptly once it is executed and delivered, and shall execute and deliver to Wheaton at the completion of the transactions contemplated by the
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Third Party Agreement a certificate of a director or senior officer (without personal liability) of Supplier certifying that the sale of the ROFR Interest to the third party was completed pursuant to the terms of the Third Party Offer.

(d) For the avoidance of doubt, this Section 7.13:
(i) is intended to apply, mutatis mutandis , to any offer made by a Vendor to any third party to sell a ROFR Interest, with such changes as are necessary to make this Section 7.13 applicable thereto; and
(ii) shall not apply to any mineral forward sales or options or other mineral sales or mineral loans to a financial institution or bullion bank not engaging in the business of streaming or royalty transactions.

ARTICLE 8 GUARANTEES AND SECURITY

8.1 Guarantees and Security

(a) Parent Company shall (i) execute and deliver a guarantee in favour of Wheaton, in form and substance satisfactory to Wheaton, acting reasonably, guaranteeing the payment and performance, when due, of all PMPA Obligations (the “ Parent Company Guarantee ”) and (ii) grant as security for its obligations under the Parent Company Guarantee, to and in favour of Wheaton, first ranking charges and security interests, subject only to Prior Ranking Permitted Encumbrances, in, to and over all present and after-acquired property and assets of Parent Company, including all debt, liabilities, securities and other equity interests held by Parent Company in any other person, and in each case including all proceeds thereof, but excluding any Excluded Collateral and any dividend or other distributions paid when no Trigger Event has occurred and is continuing (the “ Parent Company Collateral ”), all pursuant to one or more agreements (collectively, the “ Parent Company Security Agreements ”), in form and substance satisfactory to Wheaton, acting reasonably. On the later of Completion and the date on which any Project Financing (not including any bona fide refinancing thereof) to which Wheaton has subordinated its interest in accordance with Section 8.2 is repaid in full, the charges, security interest and pledges granted under the Parent Company Security Agreements relating to the Excluded Collateral shall be released and discharged.
(b) Supplier and Parent Company shall cause each direct or indirect subsidiary of Parent Company holding a direct or indirect interest in or to, now or in the future, Supplier, the Mining Properties, the Project Assets, Produced Gold and/or Produced Platinum (each a “ Holdco ”) to (i) execute and deliver a guarantee in favour of Wheaton, in form and substance satisfactory to Wheaton, acting reasonably, guaranteeing the payment and performance, when due, of all PMPA Obligations (the “ Holdco Guarantees ”) and (ii) grant as security for its obligations under its Holdco Guarantee, to and in favour of Wheaton, first ranking charges and security interests, subject only to Prior Ranking Permitted Encumbrances, in, to and over all present and after-acquired property and assets of such Holdco, including all debt, liabilities, securities and other equity interests held by such Holdco in any other person, and in each case including all proceeds thereof, but excluding any Excluded Collateral and any dividend or other distributions paid when no Trigger Event has occurred and is continuing (the “ Holdco Collateral ”), all pursuant to one or more agreements (collectively, the “ Holdco Security Agreements ”), in form and
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substance satisfactory to Wheaton, acting reasonably. On the later of Completion and the date on which any Project Financing (not including any bona fide refinancing thereof) to which Wheaton has subordinated its interest in accordance with Section 8.2 is repaid in full, the charges, security interests and pledges granted under the Holdco Security Agreements relating to the Excluded Collateral shall be released and discharged.

(c) Supplier shall grant as security for its obligations under the Supplier Guarantee, to and in favour of Wheaton, first ranking charges and security interests, subject only to Prior Ranking Permitted Encumbrances, in, to and over all present and after-acquired property and assets of Supplier, including (A) the Project Assets, (B) the Produced Gold and the Produced Platinum and (C) all debt, liabilities, securities and other equity interests held by Supplier in any other person, and in each case including all proceeds thereof, but excluding any dividend or other distributions paid when no Trigger Event has occurred and is continuing (the “ Supplier Collateral ”), all pursuant to one or more agreements (collectively, the “ Supplier Security Agreements ”), in form and substance satisfactory to Wheaton, acting reasonably.
(d) Supplier and Parent Company shall cause each Supplier Group Entity and Project Equity Party to whom any debt, liability or obligation is owed by a Supplier PMPA Entity (including pursuant to a Related Party Transaction), to execute and deliver a written assignment and postponement of claims (or the equivalent security instrument under any Applicable Law), in favour of Wheaton and in form and substance satisfactory to Wheaton, acting reasonably, that assigns, by way of a security interest and subject only to the Prior Ranking Permitted Encumbrances, all such debts, liabilities or obligations to Wheaton and subordinates and postpones the enforcement of any such debts, liabilities and obligations and the realization of any charges or security interests to secure such claims to the Security Agreements and, from and after an Event of Default, or any event or circumstance which, with notice, the passage of time or both, would constitute an Event of Default, and until such Event of Default is remedied, subordinates and postpones the payment of all such debts, liabilities and obligations to the payment in full of all debts, liabilities and obligations of such person to Wheaton.
(e) Supplier and Parent Company shall cause all such further agreements, instruments and documents to be executed and delivered and all such further acts and things to be done as Wheaton may from time to time reasonably require to obtain, perfect, maintain and preserve first ranking prior perfected charges and security interests in, to and over all of the Collateral, subject only to Prior Ranking Permitted Encumbrances. In addition to the foregoing, in the event of any extension, renewal, replacement, conversion or substitution of any of the Mining Properties (or any part thereof), then Supplier and Parent Company shall execute and deliver all agreements, documents, instruments and registrations, and do all such further acts and things as Wheaton may reasonably require, to obtain perfect and preserve a first ranking security interest in such tenement, right or interest or resulting tenement, right or interest, subject only to Permitted Encumbrances, as security for the payment and performance, when due, of all obligations of Supplier under this Agreement.
(f) Supplier and Parent Company shall not, and shall cause each other Supplier Group Entity to not, contest in any manner the effectiveness, validity, binding nature or enforceability of this Agreement or any of the Security.
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8.2 InterCreditor Agreement

If any Supplier Group Entity wishes to grant an Encumbrance in, to or over any Collateral to any Project Lenders as security for the payment or performance of any Project Financing of not less than $50,000,000 that is permitted pursuant to Section 7.11(b) or the facility described in Section 7.11(c), then Wheaton agrees to enter into an intercreditor agreement with such relevant lenders and the relevant Supplier Group Entity (such agreement to be negotiated in good faith and using all reasonable efforts) at the reasonable cost and expense of Supplier to, among other things: (i) implement the terms and conditions set forth in Schedule F; [REDACTED – commercially sensitive information] . In the event that the relevant Supplier Group Entity is not able to obtain the Project Financing or other facility described in the preceding sentence on terms and conditions reasonably acceptable to such Supplier Group Entity as a result of the relevant lenders being unwilling to accept the terms and conditions set forth in Schedule F, Wheaton and the relevant Supplier Group Entity shall act in good faith to negotiate an intercreditor agreement with the relevant lenders that is satisfactory to Wheaton and the relevant Supplier Group Entity, each acting reasonably, that reflects the terms and conditions of Schedule F to the extent reasonably possible [REDACTED – commercially sensitive information] .

ARTICLE 9 REPRESENTATIONS AND WARRANTIES

9.1 Representations and Warranties of Supplier PMPA Entities

Supplier and Parent Company, acknowledging that Wheaton is entering into this Agreement in reliance thereon, hereby jointly and severally make, as of the date of execution of this Agreement, the representations and warranties to Wheaton set forth in Schedule D. Such representations and warranties shall be deemed to be repeated (on the date of the relevant certificate) to the extent that they are certified to be true and correct in a certificate delivered by any Supplier PMPA Entity pursuant to Section 3.2(a)(viii), Section 3.3(a)(iv) or Section 3.5(a)(xix).

9.2 Representations and Warranties of Wheaton

Wheaton, acknowledging that the Supplier PMPA Entities are entering into this Agreement in reliance thereon, hereby makes, as of the date of execution of this Agreement, the representations and warranties to the Supplier PMPA Entities set forth in Schedule E. Such representations and warranties shall be deemed to be repeated on the date of each Construction Payment.

9.3 Survival of Representations and Warranties

The representations and warranties set forth above shall survive the execution and delivery of this Agreement.

9.4 Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “ knowledge ” of the Supplier PMPA Entities, it shall be deemed to refer to the actual knowledge of the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Executive Chairman, the Vice-President, Finance and the Vice-President, Exploration, as applicable, of each of the Supplier PMPA Entities, and all knowledge which such persons would have if such person made due enquiry into the relevant subject matter having regard to the role and responsibilities of such person as an officer of the Supplier PMPA Entities, as applicable.

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ARTICLE 10 DEFAULTS AND DISPUTES

10.1 Events of Default

Each of the following events or circumstances constitutes an event of default (each, an “ Event of Default ”):

(a) Supplier fails to sell and deliver Refined Gold or Refined Platinum to Wheaton on the terms and conditions set forth in this Agreement within ten Business Days of receipt of notice from Wheaton notifying Supplier of such default;
(b) any Supplier PMPA Entity is in breach or default of any of its representations, warranties, covenants or obligations set forth in any Transaction Document in any material respect (other than a breach or default of the covenants and obligations referenced in Section 10.1(a)), and such breach or default is not remedied within 30 days following delivery by Wheaton to Supplier and Parent Company of written notice of such breach or default, or such longer period of time as Wheaton may determine in its sole discretion;
(c) any substantial portion of the Mining Properties or other Project Assets is irreversibly and finally (without any right of appeal) expropriated by a Governmental Authority, or a Governmental Authority otherwise takes any irreversible and final action (without any right of appeal), the result of which is that all or substantially all of the rights, privileges and benefits pertaining to or associated with all or any part of the Mining Properties cease being for the benefit or entitlement of Supplier, whether as a result of ceasing to own such part of the Mining Properties or otherwise;
(d) subject to Section 8.2, the Security does not constitute a first ranking Encumbrance over the Collateral, subject only to Prior Ranking Permitted Encumbrances;
(e) the occurrence of a Change of Control of Parent Company, other than a Change of Control that is permitted in accordance with Section 7.6(b); or
(f) the occurrence of an Insolvency Event or a Lender Event affecting a Supplier PMPA Entity.

10.2 Remedies

(a) If an Event of Default occurs and is continuing, Wheaton shall have the right, upon written notice to Supplier, at its option and in addition to and not in substitution for any other remedies available at law or equity, to take any or all of the following actions in its sole discretion:
(i) demand all amounts and deliveries owing by any of the Supplier PMPA Entities to Wheaton, including pursuant to Section 10.3, and set off any such amount in accordance with Section 11.5;
(ii) terminate this Agreement by written notice to the Supplier PMPA Entities and demand:
- (A) delivery of any Delay Ounce Balance in accordance with Section 3.4(d);
- (B) payment of any Uncredited Deposit in accordance with Section 5.2; and
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(C) without limiting Section 10.2(a)(i), all Losses suffered or incurred as a result of the occurrence of such Event of Default and termination, including any Losses determined in accordance with Section 10.3(d),

and all such deliveries and amounts shall become immediately due and payable upon demand; provided that the right to terminate this Agreement shall not be exercisable in the case of an Event of Default in Sections 10.1(b) and 10.1(c) unless such Event of Default (excluding references to materiality or Adverse Impact in the applicable representations, warranties, covenants or in Sections 10.1(b) and 10.1(c)) results in an Adverse Impact or otherwise constitutes a fundamental breach of the Transaction Documents by a Supplier PMPA Entity (other than an Event of Default resulting from a breach of a covenant contained in Sections 6.1, 6.2, 6.3 and 6.4), and provided further that in the case of a breach of any covenant contained in Sections 6.1, 6.2, 6.3 and 6.4, Wheaton shall not have the right to terminate unless such breach is willful and repeated;

(iii) enforce the Security; and
(iv) bring an action for specific performance.
(b) The Parties hereby acknowledge and agree that: (i) Wheaton will be damaged by an Event of Default; (ii) it would be impracticable or extremely difficult to fix the actual damages resulting from an Event of Default; (iii) any sums payable in accordance with Section 10.2(a)(ii) (including any sums based on the Stream NPV) with respect to an Event of Default are in the nature of liquidated damages, not a penalty, and are fair and reasonable; and (iv) the amount payable in accordance with Section 10.2(a)(ii) or with respect to an Event of Default represents a reasonable estimate of fair compensation for the Losses that may reasonably be anticipated from such Event of Default in full and final satisfaction of all amounts owed in respect of such Event of Default.

10.3 Indemnity

(a) Each of the Parties agrees to indemnify and save harmless the other Parties and their respective Affiliates and directors, officers, employees and agents from and against any and all Losses suffered or incurred by any of the foregoing persons in connection with:
(i) any inaccuracy in or default or breach of any representation or warranty of such Party contained in this Agreement;
(ii) any breach or non-performance by such Party of any covenant or obligation to be performed by it pursuant to this Agreement;
(iii) in the case of indemnification by any of the Supplier PMPA Entities, an Event of Default; and
(iv) pursuing any remedies to which a Party is entitled hereunder.
(b) This Section 10.3 is:
(i) a continuing obligation, separate and independent from the Parties’ other obligations and survives the termination of this Agreement; and
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(ii) absolute and unconditional and unaffected by anything that might have the effect of prejudicing, releasing, discharging or affecting in any other way the liability of the Party giving the indemnity.
(c) It is not necessary for a Party to incur expense or make payment before enforcing a right of indemnity under this Agreement.
(d) In determining the Losses suffered or incurred by Wheaton in connection with or relating to any future period (including in connection with any claim for anticipatory breach, any claim in a proceeding in connection with an Insolvency Event where this Agreement is disclaimed, or in connection with the frustration, fundamental breach or termination of this Agreement other than in accordance with Article 5), such Losses shall include the net present value of the Refined Gold and Refined Platinum that would have reasonably been expected to have become due to be delivered by Supplier to Wheaton hereunder and all other amounts that would have reasonably been expected to have become payable to Wheaton hereunder (including any amounts payable pursuant to Section 5.2), but for the event giving rise to the need to determine such Losses, less the payments that would have reasonably been expected to have become payable to Supplier by Wheaton with respect to such Refined Gold and Refined Platinum, all determined in accordance with Schedule G (the “ Stream NPV ”). The Stream NPV shall be based on the principles, assumptions and procedures set forth on Schedule G.

10.4 Disputed Reports

(a) Any invoice or report provided pursuant to Section 6.1 and all deliveries of gold and platinum under this Agreement shall be deemed final and conclusive for all purposes with no adjustments, revisions or obligation to deliver any additional Refined Gold or Refined Platinum or return any delivered gold or platinum, or make or return any additional payment in respect of delivered gold or platinum, unless either Party notifies the other in writing (a “ Dispute Notice ”) that it disputes an invoice, report or quantity of gold or platinum previously delivered within three years from the date of delivery of such invoice, report or quantity of gold or platinum.
(b) Wheaton and Supplier shall have 30 days from the date the Dispute Notice is delivered to resolve the dispute, failing which either Party may refer the dispute for resolution in accordance with Section 10.5.

10.5 Disputes

If a Dispute arises between the Parties (and for this purpose any of the Supplier Group Entities involved in the Dispute shall be deemed to be one Party, and Wheaton the other Party), the Parties shall promptly and in good faith attempt to resolve such Dispute through negotiations conducted in the following manner:

(a) the disputing Party shall give written notice to the other Parties to the Dispute, which notice shall include a statement of the disputing Party’s position and a summary of the arguments supporting its position;
(b) within 20 days after receipt of such notice, each receiving Party shall submit a written response to the disputing Party which shall also include a statement of the receiving Party’s position and a summary of the arguments supporting its position;
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(c) the Chief Executive Officer or President of each of the Parties to the Dispute shall meet at a mutually acceptable time and place, but in any event within 30 days after issuance of the disputing Party’s written notice to attempt to resolve the Dispute; and
(d) if the Dispute has not been resolved within 10 days after such meeting, any Party may, by notice to the other Party containing particulars of the Dispute, demand that the Dispute be submitted to settlement by binding arbitration. The procedure for such binding arbitration shall be as follows:
(i) Arbitration will be conducted in accordance with the Arbitration Act, 1991 (Ontario) (the “ ON Act ”) by one arbitrator. Such arbitrator will be agreed to by Wheaton and Supplier within 20 days of the delivery of the notice to submit to arbitration or, if the Parties fail to agree on such arbitrator within such 20-day period, shall be appointed by the Ontario Superior Court of Justice pursuant to the ON Act. Such arbitrator shall be a qualified professional person who has at least 10 years of mining industry experience.
(ii) The arbitrator will not have been, with respect to any Party, a:
- (A) director, officer or employee of such Party;
- (B) contractor or service provider to such Party; or
- (C) director, officer, beneficial owner or close relative of a beneficial owner of any contractor or service provider to such Party.
(iii) The arbitrator shall make orders and give directions that are proportionate to the importance and complexity of the issues, and to the amount involved in the proceeding.
(iv) The arbitration award must be made within 90 days of the submission of the Dispute to arbitration.
(v) Unless the Parties agree otherwise, the Rules of Civil Procedure (Ontario) will govern the procedure of the arbitration. The laws of Ontario and the laws of Canada applicable in that province govern all Disputes referred to arbitration (including the scope of the agreement to arbitrate).
(vi) The arbitration will take place and be seated in Toronto, Ontario.
(vii) The language of the arbitration will be English.
(viii) Service of any materials in or connected with the arbitration will be validly effected by delivering a copy by notice.
(ix) The arbitral award (including any award as to costs) will be final and binding on the Parties and their Affiliates. The successful Party may enter judgment on the arbitral award with any court having jurisdiction.
(x) The Parties shall maintain, and shall cause any witnesses, counsel, or professional advisers retained in connection with the Dispute to maintain, all matters relating to
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any Dispute (including all submissions made to, and the decision of, the arbitrator) in strict confidence during the arbitration process and for a period of two years thereafter.

(xi) The Parties shall keep confidential the existence of the arbitration proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and any awards), except as may lawfully be required.

ARTICLE 11 ADDITIONAL PAYMENT TERMS

11.1 Payments

All cash payments due by one Party to another under this Agreement shall be made in U.S. dollars, except as otherwise expressly provided herein, and shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the other Party in writing from time to time.

11.2 Taxes

(a) All deliveries of Refined Gold and Refined Platinum and all amounts paid by the Supplier PMPA Entities to Wheaton or retained hereunder by the Supplier PMPA Entities shall be made without any deduction, withholding, charge or levy for or on account of any Taxes, all of which shall be for the account of the Party making such delivery or payment. If any such Taxes (other than Excluded Taxes) are so required to be deducted, withheld, charged or levied by the Party making such delivery or payment, then such Party shall: (i) make, in addition to such delivery or payment, such additional delivery or payment as is necessary to ensure that the net amount received by Wheaton (free and clear and net of any such Taxes, including any Taxes required to be deducted, withheld, charged or levied on any such additional amount) equals the full amount Wheaton would have received had no such deduction, withholding, charge or levy been required; and (ii) provide documentation to Wheaton evidencing the remittance of such Taxes to the appropriate Governmental Authority. Any additional payment or delivery by a Party to Wheaton under this Section 11.2 shall not reduce the Uncredited Deposit.
(b) In the event that an amount paid or payable by a Party under this Agreement is in respect of a taxable supply made in Canada that is subject to GST/HST, the supplier of the taxable supply shall levy the applicable GST/HST and issue to the other Party an invoice for such tax that contains the information required under section 169 of the Excise Tax Act (Canada) and the Input Tax Credit Information (GST/HST) Regulations and the other Party will pay such GST/HST in addition to the amount otherwise payable for such supply. The Parties agree to work cooperatively to minimize GST/HST and facilitate the recovery of any GST/HST paid by the payor thereof, where applicable.
(c) Supplier shall indemnify Wheaton to the extent Wheaton incurs or suffers any Loss relating to Taxes (other than Excluded Taxes) of any jurisdiction in which Supplier carries on business, has a permanent establishment, is organized or resident or in which the Mine is located incurred in connection with this Agreement.
(d) Wheaton shall use reasonable commercial efforts to seek a refund of any Taxes contemplated in Sections 11.2(a) and required to be paid by any Supplier PMPA Entity. If
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Wheaton (i) receives a refund of any such Taxes, and (ii) has received an additional payment or amount from any Supplier PMPA Entity pursuant to Section 11.2(a) in respect of such refunded Taxes, Wheaton shall promptly remit to such Supplier PMPA Entity an amount equal to the lesser of: (x) the amount of such refunded Taxes plus any interest received Wheaton in respect of such refunded Taxes; and (y) the amount of such refunded Taxes that was actually paid by such Supplier PMPA Entity plus a pro rata portion of the interest referred to in (x) (based on the portion of such refunded Taxes paid by such Supplier PMPA Entity out of the total amount of such refunded Taxes), net of any reasonable expenses associated with the obtaining of such refund

11.3 New Tax Laws

In the event that any new Tax is implemented, or there shall occur any revision in, implementation of, amendment to or interpretation of any existing Tax, in each case that has an adverse effect on any of the Parties or any of their Affiliates in respect of the transactions contemplated by this Agreement, then the Supplier PMPA Entities on the one hand, and Wheaton on the other hand, agree that they shall negotiate in good faith with each other if reasonably practicable to amend this Agreement so that the other Parties and their Affiliates are no longer adversely affected by any such enactment, revision, implementation, amendment or interpretation, as the case may be; provided that any amendment to this Agreement shall not have any adverse impact on Supplier and its Affiliates on the one hand, and Wheaton and its Affiliates on the other hand.

11.4 Interest

(a) The dollar value of any Overdue Gold Ounces from time to time outstanding (such value, for the purposes of calculating interest, to be determined based on the Gold Market Price on the day gold ounces are added to the Overdue Gold Ounces, less the Gold Market Price originally added to the Overdue Gold Ounces for gold ounces deducted from the Overdue Gold Ounces on a “first in first out” basis) shall accrue interest at the annual rate of [REDACTED – commercially sensitive information] . . Interest shall be calculated, compounded and paid monthly.
(b) The dollar value of any Overdue Platinum Ounces from time to time outstanding (such value, for the purposes of calculating interest, to be determined based on the Platinum Market Price on the day platinum ounces are added to the Overdue Platinum Ounces, less the Platinum Market Price originally added to the Overdue Platinum Ounces for platinum ounces deducted from the Overdue Platinum Ounces on a “first in first out” basis) shall accrue interest at the annual rate of [REDACTED – commercially sensitive information] . Interest shall be calculated, compounded and paid monthly.
(c) Without duplicating interest payable in accordance with Sections 11.4(a) and 11.4(b), any dollar amount not paid when due shall accrue interest at the annual rate of [REDACTED – commercially sensitive information] commencing as of the date such amount first became past due (which shall be deemed to be the date of termination of this Agreement in the event an amount is owed as a result of Section 10.2(a)(ii) and the date any Loss is first suffered or incurred in the event an amount is owed as a result of Section 10.3(a)). Interest shall be calculated, compounded and paid monthly.
(d) For purposes of the Interest Act (Canada), (i) whenever any interest under this Agreement is calculated using a rate based on a year of 360 days the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (A) the applicable rate based
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on a year of 360 days, (B) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (C) divided by 360; (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

11.5 Set Off

Except as set out in Section 2.2(a)(iii), any dollar amount not paid when due by a Party or any Overdue Gold Ounces or Overdue Platinum Ounces may be set off by the other Party against any dollar amount or Refined Gold or Refined Platinum owed to such Party by the other Party. Any amount of Refined Gold or Refined Platinum set off and withheld by Supplier against any non-payment by Wheaton, including any failure to pay the deposit or failure to pay for Refined Gold or Refined Platinum when due in accordance with Section 2.5(b), shall be valued at the Gold Market Price or Platinum Market Price, as applicable, as of the date that such amount of Refined Gold or Refined Platinum first became payable to Wheaton. Any dollar amount set off and withheld against any Overdue Gold Ounces or Overdue Platinum Ounces shall result in a reduction to the Overdue Gold Ounces or Overdue Platinum Ounces, as applicable, by that number of ounces equal to the dollar amount set off divided by the Gold Market Price or Platinum Market Price, as applicable, as of the day such dollar amount first became payable.

11.6 Judgment Currency

If, for the purpose of obtaining or enforcing judgment against any party in any court in any jurisdiction, it becomes necessary to convert into a particular currency (the “ Judgment Currency ”) an amount due in another currency (the “ Indebtedness Currency ”) under this Agreement, that conversion will be made at the rate of exchange, which shall be that at which, in accordance with its normal banking procedures, the non-defaulting party could purchase the Indebtedness Currency with the Judgment Currency on the Business Day immediately preceding the date on which judgment is given (or if received on a day other than a Business Day, on the next succeeding Business Day), or, if permitted by law, on the day on which the judgment is paid or satisfied (the “ Rate of Exchange ”). If, as a result of a change in the Rate of Exchange between the date of judgment and the date of actual payment, the conversion of the Judgment Currency into Indebtedness Currency results in the non-defaulting party receiving less than the full amount of Indebtedness Currency payable to the non-defaulting party, the defaulting party agrees to pay the non-defaulting party an additional amount (and in any event not a lesser amount) as may be necessary to ensure that the amount received is not less than the full amount of Indebtedness Currency payable by the defaulting party on the date of judgment. Any additional amount due under this Section 11.6 will be due as a separate debt, gives rise to a separate cause of action, and will not be affected by judgment obtained for any other sums due under this Agreement.

ARTICLE 12 GENERAL

12.1 Further Assurances

Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

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12.2 No Joint Venture

Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, agency relationship, fiduciary relationship, or other partnership relationship between Wheaton and the Supplier PMPA Entities.

12.3 Governing Law

This Agreement shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws). The courts of the Province of Ontario shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

12.4 Costs and Expenses

All costs and expenses incurred by a Party in considering whether to provide a consent contemplated under this Agreement or an amendment or waiver requested by any other Party, shall be for the account of such other Party. All costs and expenses in connection with the registration and perfection of security in accordance with this Agreement (including any stamp duty or taxes) shall be for the account of Supplier. Subject to the foregoing and except as otherwise expressly set out in this or any other Agreement, all costs and expenses incurred by a Party shall be for its own account.

12.5 Survival

Without limiting any other provision of this Agreement, the following provisions shall survive termination of this Agreement: Sections 3.4(d), 3.5(c), 4.3(c), 4.4(b), 4.5, 5.2, 6.2, 6.5, 8.1, 8.2, 10.2, 10.3, 10.4, 10.5, 11.1, 11.2, 11.4, 11.5 and 11.6 and such other provisions of this Agreement as are required to give effect thereto.

12.6 Notices

Any notice or other communication (in each case, a “ notice ”) required or permitted to be given hereunder shall be in writing and shall be delivered by hand or transmitted by facsimile transmission (if applicable) addressed to:

(a) If to Supplier, to:

Generation PGM Inc. c/o Generation Mining Limited 100 King Street West Suite 7010, PO Box 70 Toronto, ON M5X 1B1

Attention: Jamie Levy, President and Chief Executive Officer Brian Jennings, Chief Financial Officer

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With a copy (which shall not constitute notice) to:

Cassels Brock & Blackwell LLP 40 King Street West Toronto, ON M5H 3C2 Attention: David Budd

(b) If to Parent Company, to:

Generation Mining Limited 100 King Street West Suite 7010, PO Box 70 Toronto, ON M5X 1B1

Attention: Jamie Levy, President and Chief Executive Officer Brian Jennings, Chief Financial Officer

With a copy (which shall not constitute notice) to:

Cassels Brock & Blackwell LLP 40 King Street West Toronto, ON M5H 3C2

Attention: David Budd

Wheaton Precious Metals Corp. Suite 3500 – 1021 West Hastings St. Vancouver, BC, Canada V6E 0C3

Attention: SVP, Legal

Any notice given in accordance with this Section 12.6, if transmitted by facsimile transmission, shall be deemed to have been received on the next Business Day following transmission or, if delivered by hand, shall be deemed to have been received when delivered.

Notwithstanding the foregoing, the Parties agree that a notice to be given pursuant to this Agreement shall be in writing and may be sent in accordance with the foregoing or may also be sent by electronic mail to the following email address:

(d) If to Supplier, to: [REDACTED – personal information]
(e) If to Parent Company, to: [REDACTED – personal information] If to Wheaton, to: [REDACTED – personal information]

Either Party may change its email or physical address for delivery of notices from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to the Party at its changed address.

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12.7 Press Releases

The Parties shall jointly plan and co-ordinate, and shall cause their respective Affiliates to jointly plan and co-ordinate, any public notices, press releases, and any other publicity concerning the execution and delivery of this Agreement and no Party or its Affiliates shall act in this regard without the prior approval of the other Party, such approval not to be unreasonably withheld or delayed, unless such disclosure is required to meet timely disclosure obligations of any Party or its Affiliates under Applicable Laws in circumstances where prior consultation with the other Party is not practicable, and to the extent reasonably practicable, a copy of such disclosure is provided to the other Party at such time as it is made publicly available. Following the announcement of the execution and delivery of this Agreement in accordance with the foregoing sentence, each Party shall seek the approval of the other Party with respect to any public notices, press releases, and any other publicity concerning the transactions contemplated by this Agreement, to the extent such information is not publicly disclosed, and no Party or its Affiliates shall act in this regard without the prior approval of the other Party, such approval not to be unreasonably withheld or delayed, unless such disclosure is required to meet timely disclosure obligations of any Party or its Affiliates under Applicable Laws in circumstances where prior consultation with the other Party is not practicable, and to the extent reasonably practicable, a copy of such disclosure is provided to the other Party at such time as it is made publicly available.

12.8 Amendments

This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of Supplier and Wheaton, and the other Supplier PMPA Entities shall be deemed to have consented to any change, amendment or modification to any provision of this Agreement so agreed to by Supplier and Wheaton.

12.9 Beneficiaries

This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and, except as expressly contemplated herein, nothing herein is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.

12.10 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties with respect thereto.

12.11 Waivers

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

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12.12 Assignment

This Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties and their respective successors and permitted assigns. The Supplier PMPA Entities shall not Transfer all or any part of this Agreement without the prior written consent of Wheaton. Wheaton shall be entitled at any time and from time to time to Transfer all or any part of this Agreement without the prior written consent of the other Parties; provided that prior to the time that the Deposit has been paid in full, no such Transfer shall release Wheaton from its obligations under this Agreement. Wheaton shall be entitled at any time and from time to time to grant or allow to exist an Encumbrance in respect of this Agreement in favour of its lenders.

12.13 Invalidity and Unenforceability

If a provision of this Agreement is wholly or partially invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and
(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions.

It is hereby declared to be the intention of the Parties that this Agreement would have been executed without reference to any portion which may, for any reason, hereafter be declared or held invalid.

12.14 Counterparts

This Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission or by sending a scanned copy by electronic email shall be effective as delivery of a manually executed counterpart of this Agreement.

[The remainder of this page was intentionally left blank]

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first written above.

WHEATON PRECIOUS METALS CORP.

Per: ‘Randy Smallwood’ Name: Randy Smallwood Title: President & Chief Executive Officer

GENERATION PGM INC.

Per: ‘Brian Jennings’ Name: Brian Jennings Title: CFO

Per: ‘Brian Jennings’ Name: Brian Jennings Title: CFO

[Signature page to Precious Metals Purchase Agreement]

SCHEDULE A MINING PROPERTIES (WITH MAPS)

PART 1 – Mining Leases

Mining Leases	Related Claims	Legal Rights
107323 109338 109720 109764 109766 109811 109814 109919	TB112787-TB112789 TB4204047 and TB4204048 CLM510 TB105709 and Others TB101224 ETAL CLM511 TB105709 and Others CLM509, TB1246695, TB3019959, TB4246283, TB1205330 TB3006106, TB3014935, TB3019958, TB4208437, TB4242127, TB4246277,TB4246284,TB4246285	Mining Mining & Surface Mining & Surface Surface Mining Mining & Surface Mining Mining & Surface

See Map A Below.

A-69 -

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PART 1 – MAP A

==> picture [396 x 613] intentionally omitted <==

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PART 2 – Mining Leases and Claims

Mining Leases	Related Claims	Legal Rights
107323 108529 108530 108531 108532 108533 108534 108535 108536 108537 108538 108539 108540 108541 108542 108543 108544 108545 108546 108547 108548 108549 108550 108551 108552 108553 108554 108555 108556 108557 108558 108559 108560 108561 108562 108563 108564 108565	TB112787-TB112789 TB101850 TB108244 TB101870 TB101871 TB101892 TB101893 TB101894 TB101895 TB101896 TB101897 TB101898 TB101899 TB101900 TB101901 TB101902 TB101903 TB101904 TB101905 TB101864 TB101866 TB101865 TB101845 TB101846 TB101847 TB101849 TB108223 TB101869 TB101891 TB101910 TB101915 TB101916 TB101917 TB101924 CLM121 CLM122 CLM123 CLM124	Mining Mining & Surface Mining Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface Mining & Surface

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Mining Leases	Related Claims	Legal Rights
109338 109525 109720 109764 109766 109811 109814 109919	TB4204047 and TB4204048 TB104118 CLM510 TB105709 and Others TB101224 ETAL CLM511 TB105709 and Others CLM509, TB1246695, TB3019959, TB4246283, TB1205330 TB3006106, TB3014935, TB3019958, TB4208437, TB4242127, TB4246277,TB4246284,TB4246285	Mining & Surface Mining & Surface Mining & Surface Surface Mining Mining & Surface Mining Mining & Surface

See Map A, Map B, Map C, Map D and Map E Below.

Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims
Claim ID	Cell ID	Project	Township	Registration Date	Anniversary Date
100400 100401 100402 100403 100404 100427 100469 100470 100487 100488 100643 100644 101842 102006 102007 102120 102686 104775 108297 109473 109585 109766 110624 110625 110708 110954 111125	42D15H380 42D15A018 42D15A038 42D16E062 42D16E101 42D16D183 42D16E263 42D15H176 42D16E355 42D16E376 42D15H097 42D15H137 42D16E309 42D16E301 42D16E351 42D16E383 42D09K031 42D16E184 42D16F328 42D16F283 42D09K069 42D16C008 42D09K204 42D09K226 42D09K108 42D16F390 42D09K069	Geordie Geordie Geordie Bermuda Bermuda Geordie Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Geordie Bermuda Geordie Marathon Bermuda Bermuda Bermuda Marathon Bermuda Marathon Marathon Marathon Bermuda Marathon	GRAIN,SEELEY LAKE AREA GRAIN GRAIN MARTINET LAKE AREA MARTINET LAKE AREA MCCOY SEELEY LAKE AREA GRAIN SEELEY LAKE AREA SEELEY LAKE AREA FOXTRAP LAKE AREA FOXTRAP LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA PIC MARTINET LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA PIC SEELEY LAKE AREA PIC PIC PIC SEELEY LAKE AREA PIC	2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10	2025-03-01 2025-03-01 2025-03-01 2023-07-14 2023-07-14 2023-08-16 2023-05-16 2023-05-16 2023-03-21 2023-03-21 2023-07-14 2023-07-14 2023-04-11 2025-03-01 2023-04-11 2025-08-06 2023-05-03 2023-03-11 2023-02-12 2025-02-12 2025-04-13 2025-04-11 2023-01-17 2023-01-17 2025-03-31 2023-07-14 2025-10-13

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Mining Claims Claim ID Cell ID Project Township Registration Date Anniversary Date 111128 42D16C108 Marathon SEELEY LAKE AREA 2018-Apr-10 2023-04-11 111129 42D16C128 Marathon SEELEY LAKE AREA 2018-Apr-10 2023-04-11 111130 42D16C149 Marathon O NEILL,SEELEY LAKE AREA 2018-Apr-10 2023-04-11 111199 42D16F343 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-03-21 111266 42D16C066 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 111326 42D16F367 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 112617 42D16E378 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-03-21 112618 42D16E398 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-10-26 113254 42D16D018 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-10-26 114818 42D16E297 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 115085 42D16D005 Geordie SEELEY LAKE AREA 2018-Apr-10 2025-08-06 115302 42D16C122 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-12-23 115328 42D16D180 Marathon MCCOY 2018-Apr-10 2023-02-06 115929 42D15H099 Bermuda FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 115930 42D15H098 Bermuda FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 115931 42D15H096 Bermuda FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 115932 42D15H119 Bermuda FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 116474 42D16E363 Geordie SEELEY LAKE AREA 2018-Apr-10 2025-08-06 116475 42D16E385 Geordie SEELEY LAKE AREA 2018-Apr-10 2025-08-06 117044 42D16E245 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-12-09 117047 42D15A160 Geordie COLDWELL,GRAIN,MCCOY,SEELEY LAKE AREA 2018-Apr-10 2023-08-21 117075 42D15H020 Bermuda FOXTRAP LAKE AREA,MARTINET LAKE AREA 2018-Apr-10 2023-07-14 117088 42D15H058 Bermuda FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 117127 42D16E353 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-04-11 117128 42D16E394 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-03-21 117129 42D16E324 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-03-01 117130 42D16E363 Geordie SEELEY LAKE AREA 2018-Apr-10 2025-03-01 118164 42D16F272 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 124056 42D16E225 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-05-16 124057 42D16E224 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-05-16 125045 42D16C390 Marathon O NEILL,PIC 2018-Apr-10 2023-05-03 125046 42D09K053 Marathon PIC 2018-Apr-10 2023-05-03 125598 42D16F291 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 125696 42D16F273 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 125697 42D16F332 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 126273 42D15A060 Geordie GRAIN,SEELEY LAKE AREA 2018-Apr-10 2025-07-31 127088 42D16F389 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-04-11 127089 42D16C011 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-02-12 127090 42D16C029 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-04-11 127580 42D16D026 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-08-21 127909 42D16E167 Bermuda MARTINET LAKE AREA 2018-Apr-10 2023-03-11

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Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims
Claim ID	Cell ID	Project	Township	Registration Date	Anniversary Date
127910 128217 128218 128219 128220 128221 128240 128266 128288 128289 128290 128291 128293 128294 128315 128316 128317 128992 128993 129383 132074 132075 132483 132484 132485 133075 133076 133149 133879 134699 136344 136420 136421 136423 136479 136480 137000 137001 137727 138234 139377	42D16E186 42D16D066 42D16D086 42D16D104 42D16E207 42D16D141 42D15H018 42D16E283 42D16E357 42D16E396 42D16E305 42D16E304 42D15H134 42D15H133 42D15A080 42D16E289 42D16E306 42D16E322 42D16E361 42D09K131 42D09K172 42D09K170 42D09K045 42D09K065 42D09K064 42D16F342 42D16F384 42D16C065 42D16C063 42D16C144 42D09K172 42D09K184 42D09K210 42D09K230 42D16C104 42D16C204 42D09K067 42D09K127 42D16F388 42D16F287 42D16E207	Bermuda Geordie Geordie Geordie Bermuda Geordie Bermuda Bermuda Bermuda Bermuda Geordie Geordie Bermuda Bermuda Geordie Bermuda Geordie Geordie Geordie Marathon Marathon Marathon Marathon Marathon Marathon Bermuda Bermuda Bermuda Bermuda Marathon Marathon Marathon Marathon Marathon Marathon Marathon Marathon Marathon Bermuda Bermuda Bermuda	MARTINET LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA MARTINET LAKE AREA,SEELEY LAKE AREA MCCOY,SEELEY LAKE AREA FOXTRAP LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA FOXTRAP LAKE AREA FOXTRAP LAKE AREA GRAIN,SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA PIC PIC PIC PIC PIC PIC SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA O NEILL,SEELEY LAKE AREA PIC PIC PIC PIC SEELEY LAKE AREA O NEILL PIC PIC SEELEY LAKE AREA SEELEY LAKE AREA MARTINET LAKE AREA,SEELEY LAKE AREA	2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10	2023-03-11 2023-08-06 2023-08-06 2023-08-21 2025-05-16 2023-08-21 2023-07-14 2023-05-16 2023-03-21 2023-03-21 2023-03-01 2023-03-01 2023-05-16 2023-05-16 2025-07-31 2023-04-11 2023-04-11 2025-03-01 2025-03-01 2025-04-13 2025-01-17 2025-01-17 2025-07-14 2025-07-14 2025-07-14 2023-03-21 2023-03-21 2025-03-21 2023-03-21 2025-12-23 2023-03-23 2023-01-17 2023-01-17 2023-01-17 2025-03-02 2023-03-02 2025-03-31 2025-03-31 2025-04-11 2023-02-12 2023-03-11

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Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims
Claim ID	Cell ID	Project	Township	Registration Date	Anniversary Date
140276 140277 140278 140916 140917 140918 141991 142402 142403 142476 142801 142802 143049 143403 143404 143407 143470 143471 143472 143480 143481 143482 143483 143484 143485 143683 144204 144205 144206 144771 145362 145363 145505 145506 149078 149084 149085 149086 149742 149743 149744	42D16F323 42D16F322 42D16F321 42D09K092 42D09K112 42D09K111 42D16D038 42D09K047 42D09K107 42D09K264 42D16D082 42D15A040 42D09K107 42D16E293 42D16E208 42D16E121 42D16E285 42D16E281 42D16E302 42D16E325 42D16E345 42D16E343 42D16E365 42D16E267 42D15H177 42D09K145 42D16F307 42D16F306 42D16F347 42D16D045 42D16E287 42D16E307 42D15H320 42D16E341 42D09K085 42D16C089 42D16C088 42D16C129 42D16C047 42D16C067 42D16C085	Bermuda Bermuda Bermuda Marathon Marathon Marathon Bermuda Marathon Marathon Marathon Geordie Geordie Marathon Bermuda Bermuda Bermuda Bermuda Bermuda Geordie Geordie Geordie Geordie Geordie Bermuda Bermuda Marathon Bermuda Bermuda Bermuda Geordie Bermuda Geordie Geordie Geordie Marathon Marathon Marathon Marathon Bermuda Bermuda Marathon	SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA PIC PIC PIC SEELEY LAKE AREA PIC PIC PIC SEELEY LAKE AREA GRAIN,SEELEY LAKE AREA PIC SEELEY LAKE AREA MARTINET LAKE AREA,SEELEY LAKE AREA MARTINET LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA GRAIN PIC SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA GRAIN,SEELEY LAKE AREA SEELEY LAKE AREA PIC SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA	2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10	2025-02-12 2025-02-12 2025-02-12 2025-04-13 2025-04-13 2025-04-13 2023-10-26 2025-10-13 2025-07-14 2023-01-17 2025-07-31 2023-08-21 2025-03-31 2023-05-16 2025-05-16 2023-07-14 2023-05-16 2023-05-16 2023-05-16 2023-03-01 2023-03-01 2025-03-01 2023-03-01 2023-12-09 2023-05-16 2023-07-14 2023-02-12 2023-02-12 2025-03-21 2023-08-21 2023-04-11 2023-04-11 2025-03-01 2025-03-01 2025-07-14 2023-04-11 2023-04-11 2023-04-11 2025-03-21 2025-03-21 2025-03-21

A-75 -

MTDOCS 43040449

Mining Claims Claim ID Cell ID Project Township Registration Date Anniversary Date 149843 42D16D140 Marathon SEELEY LAKE AREA 2018-Apr-10 2023-12-23 150675 42D16C124 Marathon SEELEY LAKE AREA 2018-Apr-10 2023-12-23 150705 42D16D239 Marathon MCCOY 2018-Apr-10 2023-02-06 151994 42D16F366 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 151995 42D16F386 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 152066 42D09K043 Marathon PIC 2018-Apr-10 2025-07-14 152067 42D09K063 Marathon PIC 2018-Apr-10 2025-07-14 152718 42D16C027 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 152719 42D16C046 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 153038 42D16C389 Marathon O NEILL,PIC 2018-Apr-10 2023-05-03 153442 42D16D179 Marathon MCCOY 2018-Apr-10 2023-02-06 153675 42D16F352 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 153966 42D16C022 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 153967 42D16C043 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 154873 42D16F288 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 154874 42D16F328 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 155028 42D16F391 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-02-12 155029 42D16C009 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-04-11 155570 42D16E336 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 155571 42D16E334 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 155573 42D16D003 Geordie SEELEY LAKE AREA 2018-Apr-10 2025-08-06 155574 42D16D002 Geordie SEELEY LAKE AREA 2018-Apr-10 2025-08-06 155918 42D16E166 Bermuda MARTINET LAKE AREA 2018-Apr-10 2023-03-11 155919 42D16E204 Bermuda MARTINET LAKE AREA,SEELEY LAKE AREA 2018-Apr-10 2023-03-11 156036 42D16C124 Marathon SEELEY LAKE AREA 2018-Apr-10 2023-03-02 156037 42D16C144 Marathon O NEILL,SEELEY LAKE AREA 2018-Apr-10 2023-03-02 156038 42D16C186 Marathon O NEILL 2018-Apr-10 2023-03-02 156521 42D09K067 Marathon PIC 2018-Apr-10 2025-07-14 156527 42D09K150 Marathon PIC 2018-Apr-10 2023-03-23 156595 42D09K207 Marathon PIC 2018-Apr-10 2023-01-17 156596 42D09K225 Marathon PIC 2018-Apr-10 2023-01-17 156876 42D16D025 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-08-21 157515 42D16D105 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-08-06 157516 42D16E209 Bermuda MARTINET LAKE AREA,SEELEY LAKE AREA 2018-Apr-10 2025-05-16 157517 42D15H100 Bermuda FOXTRAP LAKE AREA,MARTINET LAKE AREA 2018-Apr-10 2023-07-14 157518 42D15H120 Bermuda FOXTRAP LAKE AREA,MARTINET LAKE AREA 2018-Apr-10 2023-07-14 157519 42D16E123 Bermuda MARTINET LAKE AREA 2018-Apr-10 2023-07-14 157537 42D15A180 Geordie COLDWELL,MCCOY 2018-Apr-10 2023-08-16 157538 42D16D181 Geordie MCCOY 2018-Apr-10 2023-08-16 157554 42D15H060 Bermuda FOXTRAP LAKE AREA,MARTINET LAKE AREA 2018-Apr-10 2023-07-14 157561 42D16E306 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-05-16

A-76 -

MTDOCS 43040449

Claim ID Cell ID Project 157575 42D16E354 Bermuda 157576 42D16E367 Geordie 157577 42D16E251 Bermuda 157578 42D15H115 Bermuda 157579 42D15H095 Bermuda 157598 42D16E286 Bermuda 157801 42D09K123 Marathon 158264 42D16E372 Bermuda 158913 42D16E227 Bermuda 160474 42D16F373 Bermuda 163521 42D16E272 Bermuda 163522 42D15H399 Geordie 163523 42D15A059 Geordie 163524 42D15A058 Geordie 163527 42D16E082 Bermuda 163587 42D16E284 Bermuda 163588 42D15H174 Bermuda 163604 42D16E323 Geordie 163605 42D16E344 Geordie 163606 42D16E366 Geordie 163608 42D15H155 Bermuda 163629 42D16E326 Geordie 164285 42D16E302 Geordie 164286 42D15H360 Geordie 164287 42D16E362 Geordie 164907 42D16E387 Geordie 167246 42D09K068 Marathon 167251 42D09K083 Marathon 167893 42D16C088 Marathon 167991 42D16C081 Bermuda 168574 42D16E359 Bermuda 168575 42D16E358 Bermuda 169276 42D16C086 Marathon 169277 42D16C105 Marathon 169483 42D16C142 Bermuda 169673 42D09K011 Marathon 170694 42D16C145 Marathon 170727 42D16D039 Bermuda 172128 42D15H078 Bermuda 172129 42D15H117 Bermuda 172130 42D15H116 Bermuda

Mining Claims Township Registration Date Anniversary Date SEELEY LAKE AREA 2018-Apr-10 2023-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-03-01 SEELEY LAKE AREA 2018-Apr-10 2025-05-16 FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 PIC 2018-Apr-10 2025-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 SEELEY LAKE AREA 2018-Apr-10 2023-12-09 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-05-16 GRAIN 2018-Apr-10 2025-03-01 GRAIN 2018-Apr-10 2025-03-01 GRAIN 2018-Apr-10 2025-03-01 MARTINET LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-05-16 GRAIN 2018-Apr-10 2023-05-16 SEELEY LAKE AREA 2018-Apr-10 2025-03-01 SEELEY LAKE AREA 2018-Apr-10 2023-03-01 SEELEY LAKE AREA 2018-Apr-10 2023-03-01 FOXTRAP LAKE AREA,GRAIN 2018-Apr-10 2023-05-16 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 SEELEY LAKE AREA 2018-Apr-10 2025-03-01 GRAIN,SEELEY LAKE AREA 2018-Apr-10 2025-03-01 SEELEY LAKE AREA 2018-Apr-10 2025-03-01 SEELEY LAKE AREA 2018-Apr-10 2025-08-06 PIC 2018-Apr-10 2025-10-13 PIC 2018-Apr-10 2025-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-12-23 SEELEY LAKE AREA 2018-Apr-10 2023-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-03-21 SEELEY LAKE AREA 2018-Apr-10 2025-03-02 SEELEY LAKE AREA 2018-Apr-10 2025-03-02 O NEILL,SEELEY LAKE AREA 2018-Apr-10 2025-12-23 PIC 2018-Apr-10 2023-05-03 O NEILL,SEELEY LAKE AREA 2018-Apr-10 2025-03-02 SEELEY LAKE AREA 2018-Apr-10 2023-10-26 FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14

A-77 -

MTDOCS 43040449

Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims
Claim ID	Cell ID	Project	Township	Registration Date	Anniversary Date
172155 172157 172158 172159 172160 172396 172397 172398 174959 175440 175441 175751 177294 177295 177739 177740 177741 181524 181526 181593 182191 182470 182471 185158 185159 185177 186414 186486 187101 187102 187185 187736 188413 188956 188960 188962 188963 189033 189077 189626 190214	42D16E317 42D16D064 42D16D062 42D16D083 42D16D021 42D16E146 42D16E165 42D16E206 42D16F393 42D09K089 42D09K130 42D16C007 42D09K192 42D09K188 42D16E367 42D16E365 42D16E381 42D09K131 42D16E298 42D09K228 42D09K128 42D16C391 42D09K033 42D16F330 42D16F349 42D16C087 42D16F364 42D16C086 42D16D080 42D16D100 42D16F381 42D16C107 42D09K049 42D09K086 42D09K171 42D16E319 42D16E338 42D09K284 42D16F293 42D09K088 42D16F326	Bermuda Geordie Geordie Geordie Geordie Bermuda Bermuda Bermuda Bermuda Marathon Marathon Bermuda Marathon Marathon Geordie Geordie Geordie Marathon Bermuda Marathon Marathon Marathon Marathon Bermuda Bermuda Marathon Bermuda Marathon Bermuda Bermuda Bermuda Marathon Marathon Marathon Marathon Bermuda Bermuda Marathon Bermuda Marathon Bermuda	SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA MARTINET LAKE AREA MARTINET LAKE AREA MARTINET LAKE AREA,SEELEY LAKE AREA SEELEY LAKE AREA PIC PIC SEELEY LAKE AREA PIC PIC SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA PIC SEELEY LAKE AREA PIC PIC O NEILL,PIC PIC SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA PIC PIC PIC SEELEY LAKE AREA SEELEY LAKE AREA PIC SEELEY LAKE AREA PIC SEELEY LAKE AREA	2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10	2025-03-21 2023-08-06 2025-07-31 2023-08-21 2023-08-21 2023-03-11 2023-03-11 2023-03-11 2023-07-14 2025-04-13 2025-04-13 2025-03-21 2025-01-17 2025-01-17 2025-08-06 2025-08-06 2025-08-06 2023-03-23 2023-03-21 2023-01-17 2025-03-31 2023-05-03 2023-05-03 2023-02-12 2023-02-12 2023-04-11 2023-03-21 2023-03-21 2023-12-23 2023-12-23 2023-10-26 2023-03-02 2025-04-13 2025-07-14 2023-03-23 2023-03-21 2023-03-21 2023-01-17 2023-07-14 2025-03-31 2023-02-12

A-78 -

MTDOCS 43040449

Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims
Claim ID	Cell ID	Project	Township	Registration Date	Anniversary Date
190215 190289 190290 191384 192910 194148 194326 194327 194328 194455 196627 197295 198544 198581 198743 200189 200190 200673 201139 201140 201200 201362 201363 201400 201721 202469 202470 202812 202813 202814 202816 202837 203358 203375 203376 203391 203392 203393 203396 204082 204589	42D16F345 42D09K167 42D09K186 42D16E147 42D09K091 42D15H380 42D16F284 42D16F281 42D16F302 42D09K109 42D16C005 42D16C003 42D16E379 42D16C024 42D16C143 42D16F290 42D16F289 42D16C125 42D09K151 42D09K170 42D16D059 42D15H079 42D15H076 42D16D084 42D09K247 42D09K144 42D09K164 42D16E246 42D16E254 42D15A060 42D15H080 42D15H038 42D15H059 42D16E261 42D16E286 42D16E377 42D15H216 42D16E268 42D15H093 42D16E332 42D16C006	Bermuda Marathon Marathon Bermuda Marathon Geordie Bermuda Bermuda Bermuda Marathon Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Marathon Marathon Marathon Bermuda Bermuda Bermuda Geordie Marathon Marathon Marathon Bermuda Bermuda Geordie Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda	SEELEY LAKE AREA PIC PIC MARTINET LAKE AREA PIC GRAIN,SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA PIC SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA O NEILL,SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA PIC PIC SEELEY LAKE AREA FOXTRAP LAKE AREA FOXTRAP LAKE AREA SEELEY LAKE AREA PIC PIC PIC SEELEY LAKE AREA SEELEY LAKE AREA GRAIN,SEELEY LAKE AREA FOXTRAP LAKE AREA,MARTINET LAKE AREA FOXTRAP LAKE AREA FOXTRAP LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA GRAIN SEELEY LAKE AREA FOXTRAP LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA	2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10	2025-03-21 2023-07-14 2023-07-14 2023-03-11 2025-04-13 2025-08-06 2025-02-12 2025-02-12 2025-02-12 2025-04-13 2025-03-21 2025-03-21 2023-03-21 2025-03-21 2025-12-23 2023-07-14 2023-07-14 2025-03-02 2023-03-23 2023-03-23 2023-10-26 2023-07-14 2023-07-14 2023-08-21 2023-01-17 2023-07-14 2023-07-14 2023-12-09 2023-05-16 2025-03-01 2023-07-14 2023-07-14 2023-07-14 2023-05-16 2023-05-16 2023-03-21 2023-05-16 2023-12-09 2023-07-14 2023-04-11 2025-03-21

A-79 -

MTDOCS 43040449

Claim ID Cell ID Project 206113 42D16C063 Bermuda 206778 42D16D160 Marathon 206779 42D16D219 Marathon 206780 42D16D240 Marathon 207242 42D16C085 Marathon 207624 42D16C392 Marathon 207625 42D09K013 Marathon 208218 42D16F351 Bermuda 208477 42D09K087 Marathon 208479 42D09K132 Marathon 208560 42D09K185 Marathon 208665 42D16C064 Bermuda 208679 42D16C083 Bermuda 208680 42D16C123 Bermuda 208681 42D16C164 Marathon 209450 42D16E315 Bermuda 209781 42D09K125 Marathon 210762 42D16D004 Geordie 211039 42D16F324 Bermuda 211408 42D16E247 Bermuda 211409 42D16E244 Bermuda 211410 42D16E253 Bermuda 211411 42D16E294 Bermuda 211412 42D16E228 Bermuda 211413 42D16E227 Bermuda 211415 42D16D081 Geordie 211416 42D15A140 Geordie 211460 42D16E266 Bermuda 211461 42D15H195 Bermuda 211483 42D16E375 Bermuda 211484 42D16E327 Geordie 211485 42D15H135 Bermuda 211500 42D16E329 Bermuda 211645 42D09K072 Marathon 212177 42D16E342 Geordie 212178 42D16E330 Bermuda 212500 42D16F372 Bermuda 212816 42D16E386 Geordie 216734 42D16E227 Bermuda 218108 42D16F348 Bermuda 218871 42D16C141 Bermuda

Mining Claims Township Registration Date Anniversary Date SEELEY LAKE AREA 2018-Apr-10 2023-12-23 MCCOY,SEELEY LAKE AREA 2018-Apr-10 2023-02-06 MCCOY 2018-Apr-10 2023-02-06 MCCOY 2018-Apr-10 2023-02-06 SEELEY LAKE AREA 2018-Apr-10 2023-03-02 O NEILL,PIC 2018-Apr-10 2023-05-03 PIC 2018-Apr-10 2023-05-03 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 PIC 2018-Apr-10 2025-07-14 PIC 2018-Apr-10 2023-03-23 PIC 2018-Apr-10 2023-01-17 SEELEY LAKE AREA 2018-Apr-10 2025-03-02 SEELEY LAKE AREA 2018-Apr-10 2023-03-02 SEELEY LAKE AREA 2018-Apr-10 2023-03-02 O NEILL 2018-Apr-10 2023-03-02 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 PIC 2018-Apr-10 2025-07-14 SEELEY LAKE AREA 2018-Apr-10 2025-08-06 SEELEY LAKE AREA 2018-Apr-10 2025-02-12 SEELEY LAKE AREA 2018-Apr-10 2023-12-09 SEELEY LAKE AREA 2018-Apr-10 2023-12-09 SEELEY LAKE AREA 2018-Apr-10 2023-05-16 SEELEY LAKE AREA 2018-Apr-10 2023-05-16 SEELEY LAKE AREA 2018-Apr-10 2025-05-16 SEELEY LAKE AREA 2018-Apr-10 2025-05-16 SEELEY LAKE AREA 2018-Apr-10 2025-07-31 GRAIN,SEELEY LAKE AREA 2018-Apr-10 2023-08-21 SEELEY LAKE AREA 2018-Apr-10 2023-05-16 GRAIN 2018-Apr-10 2023-05-16 SEELEY LAKE AREA 2018-Apr-10 2023-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-03-01 FOXTRAP LAKE AREA 2018-Apr-10 2023-05-16 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 PIC 2018-Apr-10 2025-04-13 SEELEY LAKE AREA 2018-Apr-10 2025-03-01 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2025-08-06 SEELEY LAKE AREA 2018-Apr-10 2025-05-16 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 MCCOY,O NEILL,SEELEY LAKE AREA 2018-Apr-10 2025-12-23

A-80 -

MTDOCS 43040449

Claim ID Cell ID Project 218902 42D16C121 Bermuda 218903 42D16D139 Marathon 218904 42D16C141 Bermuda 220374 42D16C050 Bermuda 220680 42D16E164 Bermuda 220721 42D16C065 Bermuda 220737 42D16C185 Marathon 221527 42D16E335 Bermuda 221529 42D16D042 Geordie 221530 42D16D041 Geordie 222317 42D16D046 Geordie 222953 42D16E271 Bermuda 222987 42D15H057 Bermuda 223004 42D16E264 Bermuda 223525 42D16E397 Bermuda 223527 42D16E250 Bermuda 223530 42D15H113 Bermuda 223863 42D09K189 Marathon 224203 42D15H340 Geordie 224325 42D16E364 Geordie 226446 42D16F313 Bermuda 227591 42D16F330 Bermuda 227592 42D16F350 Bermuda 227844 42D16C010 Bermuda 228079 42D16F304 Bermuda 228080 42D16F303 Bermuda 228285 42D16E316 Bermuda 228286 42D16E313 Bermuda 229575 42D16D007 Geordie 230024 42D09K090 Marathon 230234 42D15A020 Geordie 230235 42D16E103 Bermuda 230236 42D16D142 Geordie 230249 42D16D163 Geordie 230250 42D16D182 Geordie 230273 42D15H037 Bermuda 230299 42D16E393 Bermuda 230300 42D15H215 Bermuda 230316 42D16D061 Geordie 230971 42D16E352 Bermuda 231612 42D16E361 Geordie

Mining Claims Township Registration Date Anniversary Date SEELEY LAKE AREA 2018-Apr-10 2023-02-06 SEELEY LAKE AREA 2018-Apr-10 2023-02-06 MCCOY,O NEILL,SEELEY LAKE AREA 2018-Apr-10 2023-02-06 SEELEY LAKE AREA 2018-Apr-10 2023-02-12 MARTINET LAKE AREA 2018-Apr-10 2023-03-11 SEELEY LAKE AREA 2018-Apr-10 2023-03-02 O NEILL 2018-Apr-10 2023-03-02 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 SEELEY LAKE AREA 2018-Apr-10 2025-07-31 SEELEY LAKE AREA 2018-Apr-10 2025-07-31 SEELEY LAKE AREA 2018-Apr-10 2023-08-21 SEELEY LAKE AREA 2018-Apr-10 2023-05-16 FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-05-16 SEELEY LAKE AREA 2018-Apr-10 2023-03-21 SEELEY LAKE AREA 2018-Apr-10 2025-05-16 FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 PIC 2018-Apr-10 2025-01-17 GRAIN,SEELEY LAKE AREA 2018-Apr-10 2025-03-01 SEELEY LAKE AREA 2018-Apr-10 2025-08-06 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-02-12 SEELEY LAKE AREA 2018-Apr-10 2025-02-12 SEELEY LAKE AREA 2018-Apr-10 2025-02-12 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 SEELEY LAKE AREA 2018-Apr-10 2025-08-06 PIC 2018-Apr-10 2025-04-13 GRAIN,SEELEY LAKE AREA 2018-Apr-10 2025-03-01 MARTINET LAKE AREA 2018-Apr-10 2023-07-14 MCCOY,SEELEY LAKE AREA 2018-Apr-10 2023-08-21 MCCOY 2018-Apr-10 2023-08-16 MCCOY 2018-Apr-10 2023-08-16 FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-03-21 GRAIN 2018-Apr-10 2023-05-16 SEELEY LAKE AREA 2018-Apr-10 2025-07-31 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 SEELEY LAKE AREA 2018-Apr-10 2025-08-06

A-81 -

MTDOCS 43040449

Claim ID Cell ID Project 231613 42D15H400 Geordie 231905 42D09K167 Marathon 231906 42D09K187 Marathon 235333 42D16E207 Bermuda 235550 42D16D159 Marathon 235551 42D16D220 Marathon 236183 42D16E204 Bermuda 237633 42D16E320 Bermuda 237770 42D16C166 Marathon 238266 42D09K047 Marathon 238413 42D09K124 Marathon 238872 42D16F327 Bermuda 238984 42D16C028 Bermuda 241554 42D09K071 Marathon 241555 42D09K132 Marathon 244404 42D16C109 Marathon 244405 42D16C107 Marathon 244406 42D16C127 Marathon 244475 42D16F362 Bermuda 244476 42D16F361 Bermuda 245049 42D16C048 Bermuda 245137 42D16D060 Bermuda 245138 42D16D119 Bermuda 246869 42D16F288 Bermuda 246870 42D16F286 Bermuda 246871 42D16F308 Bermuda 248941 42D16F301 Bermuda 249206 42D16F371 Bermuda 249564 42D09K110 Marathon 250880 42D09K190 Marathon 252422 42D09K105 Marathon 252486 42D16F383 Bermuda 252487 42D16C004 Bermuda 253177 42D16D059 Bermuda 253178 42D16D079 Bermuda 253179 42D16D099 Bermuda 253790 42D16C064 Bermuda 255852 42D16C021 Bermuda 256294 42D09K066 Marathon 256295 42D09K127 Marathon 256297 42D09K169 Marathon

Mining Claims Township Registration Date Anniversary Date GRAIN,SEELEY LAKE AREA 2018-Apr-10 2025-08-06 PIC 2018-Apr-10 2025-01-17 PIC 2018-Apr-10 2025-01-17 MARTINET LAKE AREA,SEELEY LAKE AREA 2018-Apr-10 2025-05-16 MCCOY,SEELEY LAKE AREA 2018-Apr-10 2023-02-06 MCCOY 2018-Apr-10 2023-02-06 MARTINET LAKE AREA,SEELEY LAKE AREA 2018-Apr-10 2025-05-16 SEELEY LAKE AREA 2018-Apr-10 2023-03-21 O NEILL 2018-Apr-10 2025-03-02 PIC 2018-Apr-10 2025-03-31 PIC 2018-Apr-10 2025-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-02-12 SEELEY LAKE AREA 2018-Apr-10 2025-04-11 PIC 2018-Apr-10 2025-04-13 PIC 2018-Apr-10 2025-04-13 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 SEELEY LAKE AREA 2018-Apr-10 2023-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-03-21 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-12-23 SEELEY LAKE AREA 2018-Apr-10 2023-12-23 SEELEY LAKE AREA 2018-Apr-10 2023-02-12 SEELEY LAKE AREA 2018-Apr-10 2023-02-12 SEELEY LAKE AREA 2018-Apr-10 2023-02-12 SEELEY LAKE AREA 2018-Apr-10 2025-02-12 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 PIC 2018-Apr-10 2025-04-13 PIC 2018-Apr-10 2025-01-17 PIC 2018-Apr-10 2025-07-14 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-12-23 SEELEY LAKE AREA 2018-Apr-10 2023-12-23 SEELEY LAKE AREA 2018-Apr-10 2023-12-23 SEELEY LAKE AREA 2018-Apr-10 2023-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-10-26 PIC 2018-Apr-10 2025-07-14 PIC 2018-Apr-10 2025-07-14 PIC 2018-Apr-10 2023-03-23

A-82 -

MTDOCS 43040449

Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims
Claim ID	Cell ID	Project	Township	Registration Date	Anniversary Date
256300 256301 256376 256377 257104 257105 257480 257483 257853 258266 258497 258876 258877 258881 258882 258883 258907 258908 258945 258946 259468 259470 259491 259492 260137 260138 260139 260281 263843 263844 263948 264613 264685 264686 265222 265223 265224 265300 265337 265367 265583	42D16E299 42D16E318 42D09K209 42D09K206 42D09K166 42D09K165 42D16E333 42D16D044 42D09K068 42D16D027 42D09K143 42D16E292 42D16D124 42D16E081 42D16E102 42D16E122 42D15H017 42D15H039 42D16E282 42D16E303 42D16E249 42D15H154 42D16E328 42D16E327 42D16E311 42D16E350 42D16E369 42D16E224 42D16F387 42D16F385 42D16C148 42D16C068 42D16C103 42D16C102 42D16C062 42D16C101 42D16D139 42D16E380 42D16C062 42D16D200 42D09K030	Bermuda Bermuda Marathon Marathon Marathon Marathon Bermuda Geordie Marathon Geordie Marathon Bermuda Geordie Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Geordie Bermuda Bermuda Bermuda Geordie Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Marathon Bermuda Bermuda Bermuda Bermuda Bermuda Marathon Bermuda Bermuda Marathon Marathon	SEELEY LAKE AREA SEELEY LAKE AREA PIC PIC PIC PIC SEELEY LAKE AREA SEELEY LAKE AREA PIC SEELEY LAKE AREA PIC SEELEY LAKE AREA SEELEY LAKE AREA MARTINET LAKE AREA MARTINET LAKE AREA MARTINET LAKE AREA FOXTRAP LAKE AREA FOXTRAP LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA FOXTRAP LAKE AREA,GRAIN SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA O NEILL,SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA MCCOY PIC	2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10	2023-03-21 2023-03-21 2023-01-17 2023-01-17 2023-07-14 2023-07-14 2025-03-21 2023-08-21 2025-03-31 2023-08-21 2023-07-14 2023-05-16 2023-08-21 2023-07-14 2023-07-14 2023-07-14 2023-07-14 2023-07-14 2023-05-16 2023-05-16 2025-05-16 2023-05-16 2023-04-11 2023-04-11 2023-04-11 2023-04-11 2023-04-11 2023-12-09 2025-03-21 2025-03-21 2023-04-11 2025-03-21 2023-12-23 2023-12-23 2023-12-23 2023-12-23 2023-12-23 2023-03-21 2025-03-21 2023-02-06 2023-05-03

A-83 -

MTDOCS 43040449

Mining Claims Claim ID Cell ID Project Township Registration Date Anniversary Date 265584 42D09K029 Marathon PIC 2018-Apr-10 2023-05-03 266224 42D16F292 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 266225 42D16F333 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 266814 42D16F269 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 267593 42D16C031 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-02-12 267594 42D16C030 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-02-12 267762 42D09K046 Marathon PIC 2018-Apr-10 2025-07-14 267767 42D16E340 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-03-21 267833 42D09K227 Marathon PIC 2018-Apr-10 2023-01-17 268281 42D16E384 Geordie SEELEY LAKE AREA 2018-Apr-10 2025-08-06 268282 42D16E226 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-12-09 270652 42D16F350 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-02-12 271263 42D16F344 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-03-21 271264 42D16F382 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 271336 42D16C087 Marathon SEELEY LAKE AREA 2018-Apr-10 2023-03-21 272029 42D16E400 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-10-26 272535 42D16E399 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-10-26 272575 42D16C002 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 272576 42D16C044 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 273036 42D09K010 Marathon PIC 2018-Apr-10 2023-05-03 273037 42D09K032 Marathon PIC 2018-Apr-10 2023-05-03 273230 42D16C106 Marathon SEELEY LAKE AREA 2018-Apr-10 2025-03-02 274443 42D09K245 Marathon PIC 2018-Apr-10 2023-01-17 274532 42D09K087 Marathon PIC 2018-Apr-10 2025-03-31 274675 42D16C063 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-03-02 275149 42D09K147 Marathon PIC 2018-Apr-10 2023-07-14 275150 42D09K146 Marathon PIC 2018-Apr-10 2023-07-14 275490 42D16D063 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-06-14 275491 42D16D023 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-08-21 275572 42D16C052 Marathon SEELEY LAKE AREA 2018-Apr-10 2023-02-12 275573 42D16C051 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-02-12 277412 42D16E252 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-05-16 277413 42D16D085 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-08-06 277414 42D16D106 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-08-06 277415 42D15H378 Geordie GRAIN 2018-Apr-10 2025-03-01 277416 42D15A019 Geordie GRAIN 2018-Apr-10 2025-03-01 277445 42D16D162 Geordie MCCOY 2018-Apr-10 2023-08-16 277446 42D15H019 Bermuda FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 277447 42D15H040 Bermuda FOXTRAP LAKE AREA,MARTINET LAKE AREA 2018-Apr-10 2023-07-14 277477 42D16E305 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-05-16 277478 42D16E301 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-05-16

A-84 -

MTDOCS 43040449

Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims
Claim ID	Cell ID	Project	Township	Registration Date	Anniversary Date
277495 277496 277497 277498 277499 278189 278948 278949 278950 278951 279008 279009 279024 279025 279026 279554 279555 279713 279909 280334 280335 284250 285632 285633 286892 286893 286894 287212 287592 287593 287595 291402 291532 292965 292966 292967 292968 293073 293074 294296 294334	42D16E374 42D16E303 42D16E326 42D16E364 42D15H156 42D16E310 42D16E274 42D15H398 42D16D101 42D16D121 42D16E262 42D15H196 42D16E346 42D16E210 42D15H157 42D16E288 42D16E308 42D16E331 42D09K171 42D16E362 42D16E225 42D16C082 42D09K009 42D09K050 42D16F270 42D16F311 42D16F331 42D16E185 42D16E293 42D16E337 42D15A020 42D16E226 42D09K205 42D09K126 42D09K152 42D09K149 42D16E300 42D16F312 42D16F353 42D15H077 42D16E296	Bermuda Geordie Geordie Geordie Bermuda Bermuda Bermuda Geordie Geordie Geordie Bermuda Bermuda Geordie Bermuda Bermuda Bermuda Bermuda Bermuda Marathon Geordie Bermuda Bermuda Marathon Marathon Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Geordie Bermuda Marathon Marathon Marathon Marathon Bermuda Bermuda Bermuda Bermuda Bermuda	SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA FOXTRAP LAKE AREA,GRAIN SEELEY LAKE AREA SEELEY LAKE AREA GRAIN SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA GRAIN SEELEY LAKE AREA MARTINET LAKE AREA,SEELEY LAKE AREA FOXTRAP LAKE AREA,GRAIN SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA PIC SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA PIC PIC SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA MARTINET LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA GRAIN,SEELEY LAKE AREA SEELEY LAKE AREA PIC PIC PIC PIC SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA FOXTRAP LAKE AREA SEELEY LAKE AREA	2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10	2023-03-21 2025-03-01 2023-03-01 2023-03-01 2023-05-16 2023-04-11 2023-05-16 2025-03-01 2023-08-21 2023-08-21 2023-05-16 2023-05-16 2023-03-01 2025-05-16 2023-05-16 2023-04-11 2023-04-11 2023-04-11 2025-01-17 2025-08-06 2023-12-09 2023-12-23 2023-05-03 2025-04-13 2023-07-14 2023-07-14 2023-07-14 2023-03-11 2025-03-21 2025-03-21 2025-08-06 2025-05-16 2023-01-17 2025-07-14 2023-03-23 2023-03-23 2023-03-21 2023-07-14 2023-07-14 2023-07-14 2025-03-21

A-85 -

MTDOCS 43040449

Claim ID Cell ID Project 294335 42D16E294 Bermuda 294340 42D16D043 Geordie 295623 42D16D047 Geordie 295847 42D16E205 Bermuda 296077 42D16F282 Bermuda 296254 42D16E251 Bermuda 296255 42D16E273 Bermuda 296256 42D16D126 Geordie 296257 42D16D125 Geordie 296258 42D15H379 Geordie 296259 42D15A039 Geordie 296262 42D16E063 Bermuda 296263 42D16E061 Bermuda 296265 42D15A100 Geordie 296266 42D16D103 Geordie 296267 42D16D102 Geordie 296268 42D16D143 Geordie 296295 42D16D164 Geordie 296296 42D16D161 Geordie 296297 42D15A200 Geordie 296850 42D16E373 Bermuda 296851 42D16E306 Geordie 296852 42D16E231 Bermuda 296853 42D15H114 Bermuda 296854 42D15H136 Bermuda 297004 42D16E321 Geordie 297005 42D16E349 Bermuda 297006 42D16E371 Bermuda 297007 42D16E370 Bermuda 300157 42D09K168 Marathon 300505 42D16F365 Bermuda 301081 42D09K044 Marathon 301213 42D16C026 Bermuda 301811 42D16C042 Bermuda 302678 42D16F271 Bermuda 302679 42D16F268 Bermuda 302680 42D16F309 Bermuda 302681 42D16F308 Bermuda 302682 42D16F329 Bermuda 303095 42D16C087 Marathon

Mining Claims Township Registration Date Anniversary Date SEELEY LAKE AREA 2018-Apr-10 2025-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-08-21 SEELEY LAKE AREA 2018-Apr-10 2023-08-21 MARTINET LAKE AREA,SEELEY LAKE AREA 2018-Apr-10 2023-03-11 SEELEY LAKE AREA 2018-Apr-10 2025-02-12 SEELEY LAKE AREA 2018-Apr-10 2023-05-16 SEELEY LAKE AREA 2018-Apr-10 2023-05-16 SEELEY LAKE AREA 2018-Apr-10 2023-08-06 SEELEY LAKE AREA 2018-Apr-10 2023-08-06 GRAIN 2018-Apr-10 2025-03-01 GRAIN 2018-Apr-10 2025-03-01 MARTINET LAKE AREA 2018-Apr-10 2023-07-14 MARTINET LAKE AREA 2018-Apr-10 2023-07-14 2018-Apr-10 2023-07-14 GRAIN,SEELEY LAKE AREA 2018-Apr-10 2025-07-31 SEELEY LAKE AREA 2018-Apr-10 2023-08-21 SEELEY LAKE AREA 2018-Apr-10 2023-08-21 MCCOY,SEELEY LAKE AREA 2018-Apr-10 2023-08-21 MCCOY 2018-Apr-10 2023-08-16 MCCOY 2018-Apr-10 2023-08-16 COLDWELL,MCCOY 2018-Apr-10 2023-08-16 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 SEELEY LAKE AREA 2018-Apr-10 2023-03-01 SEELEY LAKE AREA 2018-Apr-10 2025-05-16 FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 FOXTRAP LAKE AREA 2018-Apr-10 2023-05-16 SEELEY LAKE AREA 2018-Apr-10 2025-03-01 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 SEELEY LAKE AREA 2018-Apr-10 2023-04-11 PIC 2018-Apr-10 2025-01-17 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 PIC 2018-Apr-10 2025-07-14 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-12-23 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2025-03-02

A-86 -

MTDOCS 43040449

Mining Claims Claim ID Cell ID Project Township Registration Date Anniversary Date 303284 42D16C221 Marathon MCCOY,O NEILL 2018-Apr-10 2023-02-06 303512 42D16E206 Bermuda MARTINET LAKE AREA,SEELEY LAKE AREA 2018-Apr-10 2025-05-16 303513 42D16E205 Bermuda MARTINET LAKE AREA,SEELEY LAKE AREA 2018-Apr-10 2025-05-16 304492 42D16C103 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-02 304952 42D09K186 Marathon PIC 2018-Apr-10 2023-01-17 304953 42D09K224 Marathon PIC 2018-Apr-10 2023-01-17 304954 42D09K246 Marathon PIC 2018-Apr-10 2023-01-17 304955 42D09K265 Marathon PIC 2018-Apr-10 2023-01-17 305684 42D09K187 Marathon PIC 2018-Apr-10 2023-07-14 305685 42D09K185 Marathon PIC 2018-Apr-10 2023-07-14 307953 42D16E143 Bermuda MARTINET LAKE AREA 2018-Apr-10 2023-03-11 307954 42D16E187 Bermuda MARTINET LAKE AREA 2018-Apr-10 2023-03-11 308905 42D09K129 Marathon PIC 2018-Apr-10 2025-04-13 308997 42D16F391 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 310710 42D16F310 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14 311393 42D15H139 Bermuda FOXTRAP LAKE AREA 2018-Apr-10 2023-07-14 311416 42D16E295 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-03-21 311420 42D16D001 Geordie SEELEY LAKE AREA 2018-Apr-10 2025-08-06 311421 42D16D022 Geordie SEELEY LAKE AREA 2018-Apr-10 2023-08-21 311676 42D09K106 Marathon PIC 2018-Apr-10 2025-07-14 311680 42D09K130 Marathon PIC 2018-Apr-10 2023-03-23 311684 42D16E339 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-03-21 311766 42D09K229 Marathon PIC 2018-Apr-10 2023-01-17 311808 42D16D019 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-10-26 311809 42D16D040 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-10-26 311810 42D16C041 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-10-26 312770 42D16E312 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-04-11 312953 42D16F285 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-02-12 312954 42D16F305 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-02-12 312955 42D16F325 Bermuda SEELEY LAKE AREA 2018-Apr-10 2025-02-12 314009 42D15H400 Geordie GRAIN,SEELEY LAKE AREA 2018-Apr-10 2025-03-01 314010 42D15A040 Geordie GRAIN,SEELEY LAKE AREA 2018-Apr-10 2025-03-01 314013 42D16E083 Bermuda MARTINET LAKE AREA 2018-Apr-10 2023-07-14 314014 42D16D144 Geordie MCCOY,SEELEY LAKE AREA 2018-Apr-10 2023-08-21 314067 42D15H175 Bermuda GRAIN 2018-Apr-10 2023-05-16 314083 42D16E356 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-03-21 314084 42D16E248 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-12-09 314738 42D16E366 Geordie SEELEY LAKE AREA 2018-Apr-10 2025-08-06 314739 42D16E382 Geordie SEELEY LAKE AREA 2018-Apr-10 2025-08-06 315645 42D09K070 Marathon PIC 2018-Apr-10 2025-04-13 315704 42D16F392 Bermuda SEELEY LAKE AREA 2018-Apr-10 2023-07-14

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MTDOCS 43040449

Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims
Claim ID	Cell ID	Project	Township	Registration Date	Anniversary Date
316784 318427 318431 318432 318485 319050 319326 319367 321306 321307 321388 321501 321670 321671 321672 321951 323980 323981 324021 324110 324111 324139 325122 325123 325426 325427 325554 325555 325557 325558 325559 325573 326105 326106 326107 326119 326121 326122 326123 326124 331123	42D09K169 42D09K104 42D16F369 42D16F368 42D16F363 42D16C025 42D16C123 42D16D199 42D16C061 42D16D120 42D16E360 42D16D140 42D09K012 42D09K052 42D09K051 42D16C023 42D16C084 42D16C165 42D16C001 42D15H118 42D15H138 42D16E314 42D16E145 42D16E144 42D16D006 42D16D024 42D16D065 42D16E229 42D15A120 42D16D123 42D16D122 42D16D184 42D16E265 42D16E304 42D15H194 42D16E395 42D16E347 42D16E230 42D15H214 42D15H094 42D16F329	Marathon Marathon Bermuda Bermuda Bermuda Bermuda Bermuda Marathon Bermuda Bermuda Bermuda Marathon Marathon Marathon Marathon Bermuda Marathon Marathon Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Geordie Geordie Geordie Bermuda Geordie Geordie Geordie Geordie Bermuda Geordie Bermuda Bermuda Geordie Bermuda Bermuda Bermuda Bermuda	PIC PIC SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA MCCOY SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA PIC PIC PIC SEELEY LAKE AREA SEELEY LAKE AREA O NEILL SEELEY LAKE AREA FOXTRAP LAKE AREA FOXTRAP LAKE AREA SEELEY LAKE AREA MARTINET LAKE AREA MARTINET LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA GRAIN,SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA MCCOY SEELEY LAKE AREA SEELEY LAKE AREA GRAIN SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA GRAIN FOXTRAP LAKE AREA SEELEY LAKE AREA	2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10 2018-Apr-10	2025-01-17 2025-07-14 2023-02-12 2025-03-21 2023-03-21 2025-03-21 2023-12-23 2023-02-06 2023-12-23 2023-12-23 2023-03-21 2023-02-06 2025-04-13 2025-04-13 2025-03-21 2025-03-02 2025-03-02 2023-10-26 2023-07-14 2023-07-14 2025-03-21 2023-03-11 2023-03-11 2025-08-06 2023-08-21 2023-08-06 2025-05-16 2023-08-21 2023-08-21 2023-08-21 2023-08-16 2023-05-16 2023-05-16 2023-05-16 2023-03-21 2023-03-01 2025-05-16 2023-05-16 2023-07-14 2023-02-12 2025-10-13

A-88 -

MTDOCS 43040449

Claim ID Cell ID Project 331128 42D09K048 Marathon 331141 42D16F370 Bermuda 331269 42D16C045 Bermuda 332647 42D09K103 Marathon 332703 42D16F341 Bermuda 333033 42D16C041 Bermuda 333034 42D16C121 Bermuda 333334 42D16C042 Bermuda 333503 42D16C083 Bermuda 334400 42D16C184 Marathon 334438 42D16D020 Bermuda 334439 42D16D060 Bermuda 334440 42D16D058 Bermuda 335573 42D16E163 Bermuda 335995 42D16F390 Bermuda 336611 42D16F370 Bermuda 337986 42D09K049 Marathon 337992 42D09K084 Marathon 338880 42D09K191 Marathon 343752 42D09K208 Marathon 343753 42D09K266 Marathon 343821 42D09K048 Marathon 344056 42D16C393 Marathon 344487 42D09K184 Marathon 344937 42D16F346 Bermuda 554561 42D16E148 Bermuda 554562 42D16E149 Bermuda 554563 42D16E150 Bermuda 554564 42D16E151 Bermuda 554565 42D16E152 Bermuda 554566 42D16E153 Bermuda 554567 42D16E154 Bermuda 554568 42D16E155 Bermuda 554569 42D16E156 Bermuda 554570 42D16E157 Bermuda 554571 42D16E158 Bermuda 554572 42D16E168 Bermuda 554573 42D16E169 Bermuda 554574 42D16E170 Bermuda 554575 42D16E171 Bermuda 554576 42D16E172 Bermuda

Mining Claims Township Registration Date Anniversary Date PIC 2018-Apr-10 2023-02-12 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 SEELEY LAKE AREA 2018-Apr-10 2025-07-14 PIC 2018-Apr-10 2023-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-12-23 SEELEY LAKE AREA 2018-Apr-10 2023-12-23 SEELEY LAKE AREA 2018-Apr-10 2025-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-12-23 SEELEY LAKE AREA 2018-Apr-10 2023-03-02 O NEILL 2018-Apr-10 2023-10-26 SEELEY LAKE AREA 2018-Apr-10 2023-10-26 SEELEY LAKE AREA 2018-Apr-10 2023-10-26 SEELEY LAKE AREA 2018-Apr-10 2023-03-11 MARTINET LAKE AREA 2018-Apr-10 2023-02-12 SEELEY LAKE AREA 2018-Apr-10 2023-07-14 SEELEY LAKE AREA 2018-Apr-10 2025-10-13 PIC 2018-Apr-10 2025-07-14 PIC 2018-Apr-10 2025-01-17 PIC 2018-Apr-10 2023-01-17 PIC 2018-Apr-10 2023-01-17 PIC 2018-Apr-10 2025-03-31 PIC 2018-Apr-10 2023-05-03 O NEILL,PIC 2018-Apr-10 2023-07-14 PIC 2018-Apr-10 2025-03-21 SEELEY LAKE AREA 2018-Apr-10 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22

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Claim ID Cell ID Project 554577 42D16E173 Bermuda 554578 42D16E174 Bermuda 554579 42D16E175 Bermuda 554580 42D16E176 Bermuda 554581 42D16E177 Bermuda 554582 42D16E178 Bermuda 554583 42D16E188 Bermuda 554584 42D16E189 Bermuda 554585 42D16E190 Bermuda 554586 42D16E191 Bermuda 554587 42D16E192 Bermuda 554588 42D16E193 Bermuda 554589 42D16E194 Bermuda 554590 42D16E195 Bermuda 554591 42D16E196 Bermuda 554592 42D16E197 Bermuda 554593 42D16E198 Bermuda 554594 42D16E199 Bermuda 554595 42D16E200 Bermuda 554596 42D16F181 Bermuda 554597 42D16E211 Bermuda 554598 42D16E212 Bermuda 554599 42D16E213 Bermuda 554600 42D16E214 Bermuda 554601 42D16E215 Bermuda 554602 42D16E216 Bermuda 554603 42D16E217 Bermuda 554604 42D16E218 Bermuda 554605 42D16E219 Bermuda 554606 42D16E220 Bermuda 554607 42D16F201 Bermuda 554608 42D16E232 Bermuda 554609 42D16E233 Bermuda 554610 42D16E234 Bermuda 554611 42D16E235 Bermuda 554612 42D16E236 Bermuda 554613 42D16E237 Bermuda 554614 42D16E238 Bermuda 554615 42D16E239 Bermuda 554616 42D16E240 Bermuda 554617 42D16F221 Bermuda

Mining Claims Township Registration Date Anniversary Date MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 MARTINET LAKE AREA,SEELEY LAKE AREA 2019-07-22 2023-07-22 SEELEY LAKE AREA 2019-07-22 2023-07-22 SEELEY LAKE AREA 2019-07-22 2023-07-22 SEELEY LAKE AREA 2019-07-22 2023-07-22 SEELEY LAKE AREA 2019-07-22 2023-07-22 SEELEY LAKE AREA 2019-07-22 2023-07-22 SEELEY LAKE AREA 2019-07-22 2023-07-22 SEELEY LAKE AREA 2019-07-22 2023-07-22 SEELEY LAKE AREA 2019-07-22 2023-07-22 SEELEY LAKE AREA 2019-07-22 2023-07-22 SEELEY LAKE AREA 2019-07-22 2023-07-22

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Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims
Claim ID	Cell ID	Project	Township	Registration Date	Anniversary Date
554618 554619 554620 554621 554622 554623 554624 554625 554626 554627 554628 554629 554630 554631 554632 554633 554634 554635 554636 554637 554638 555293 555294 555295 555296 555297 555298 555299 555300 555301 555302 555303 555304 555305 555306 555307 555320 555321 555322 555323 555324	42D16F222 42D16E255 42D16E256 42D16E257 42D16E258 42D16E259 42D16E260 42D16F241 42D16F242 42D16F243 42D16F244 42D16E275 42D16E276 42D16E277 42D16E278 42D16E279 42D16E280 42D16F261 42D16F262 42D16F263 42D16F264 42D15A079 42D15A099 42D15A119 42D15A139 42D15A159 42D15A179 42D15A199 42D15A219 42D15A239 42D15A259 42D15A279 42D15A280 42D15A260 42D15A240 42D15A220 42D16D185 42D16D165 42D16D145 42D16D146 42D16D147	Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Geordie Geordie Geordie Geordie Geordie Geordie Geordie Geordie Geordie Geordie Geordie Geordie Geordie Geordie Geordie Central Central Central Central Central	SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA GRAIN GRAIN GRAIN GRAIN COLDWELL,GRAIN COLDWELL COLDWELL COLDWELL COLDWELL COLDWELL COLDWELL COLDWELL,MCCOY COLDWELL,MCCOY COLDWELL,MCCOY COLDWELL,MCCOY MCCOY MCCOY MCCOY,SEELEY LAKE AREA MCCOY,SEELEY LAKE AREA MCCOY,SEELEY LAKE AREA	2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-07-22 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01	2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-07-22 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01

A-91 -

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Mining Claims Claim ID Cell ID Project Township Registration Date Anniversary Date 555325 42D16D148 Central MCCOY,SEELEY LAKE AREA 2019-08-01 2023-08-01 555326 42D16D149 Central MCCOY,SEELEY LAKE AREA 2019-08-01 2023-08-01 555327 42D16D150 Central MCCOY,SEELEY LAKE AREA 2019-08-01 2023-08-01 555328 42D16D151 Central MCCOY,SEELEY LAKE AREA 2019-08-01 2023-08-01 555329 42D16D152 Central MCCOY,SEELEY LAKE AREA 2019-08-01 2023-08-01 555330 42D16D153 Central MCCOY,SEELEY LAKE AREA 2019-08-01 2023-08-01 555331 42D16D154 Central MCCOY,SEELEY LAKE AREA 2019-08-01 2023-08-01 555332 42D16D155 Central MCCOY,SEELEY LAKE AREA 2019-08-01 2023-08-01 555333 42D16D156 Central MCCOY,SEELEY LAKE AREA 2019-08-01 2023-08-01 555334 42D16D157 Central MCCOY,SEELEY LAKE AREA 2019-08-01 2023-08-01 555335 42D16D158 Central MCCOY,SEELEY LAKE AREA 2019-08-01 2023-08-01 555336 42D16D171 Central MCCOY 2019-08-01 2023-08-01 555337 42D16D172 Central MCCOY 2019-08-01 2023-08-01 555338 42D16D173 Central MCCOY 2019-08-01 2023-08-01 555339 42D16D174 Central MCCOY 2019-08-01 2023-08-01 555340 42D16D175 Central MCCOY 2019-08-01 2023-08-01 555341 42D16D176 Central MCCOY 2019-08-01 2023-08-01 555342 42D16D177 Central MCCOY 2019-08-01 2023-08-01 555343 42D16D178 Central MCCOY 2019-08-01 2023-08-01 555344 42D16D191 Central MCCOY 2019-08-01 2023-08-01 555345 42D16D195 Central MCCOY 2019-08-01 2023-08-01 555346 42D16D196 Central MCCOY 2019-08-01 2023-08-01 555347 42D16D197 Central MCCOY 2019-08-01 2023-08-01 555348 42D16D198 Central MCCOY 2019-08-01 2023-08-01 555349 42D16D215 Central MCCOY 2019-08-01 2023-08-01 555350 42D16D216 Central MCCOY 2019-08-01 2023-08-01 555351 42D16D217 Central MCCOY 2019-08-01 2023-08-01 555352 42D16D218 Central MCCOY 2019-08-01 2023-08-01 555353 42D16D235 Central MCCOY 2019-08-01 2023-08-01 555354 42D16D236 Central MCCOY 2019-08-01 2023-08-01 555355 42D16D254 Central MCCOY 2019-08-01 2023-08-01 555356 42D16D255 Central MCCOY 2019-08-01 2023-08-01 555357 42D16D127 Central SEELEY LAKE AREA 2019-08-01 2023-08-01 555358 42D16D128 Central SEELEY LAKE AREA 2019-08-01 2023-08-01 555359 42D16D129 Central SEELEY LAKE AREA 2019-08-01 2023-08-01 555360 42D16D130 Central SEELEY LAKE AREA 2019-08-01 2023-08-01 555361 42D16D131 Central SEELEY LAKE AREA 2019-08-01 2023-08-01 555362 42D16D132 Central SEELEY LAKE AREA 2019-08-01 2023-08-01 555363 42D16D133 Central SEELEY LAKE AREA 2019-08-01 2023-08-01 555364 42D16D134 Central SEELEY LAKE AREA 2019-08-01 2023-08-01 555365 42D16D135 Central SEELEY LAKE AREA 2019-08-01 2023-08-01

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Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims	Mining Claims
Claim ID	Cell ID	Project	Township	Registration Date	Anniversary Date
555366 555367 555368 555369 555370 555371 555372 555373 555374 555375 555376 555377 555378 555379 555380 555381 555382 555383 555384 555385 555386 555387 555388 555389 555390 555391 555392 555393 555394 555395 555396 555397 555398 555399 555400 555401 555402 555403 555404 555405 555406	42D16D136 42D16D137 42D16D138 42D16D107 42D16D108 42D16D109 42D16D110 42D16D111 42D16D112 42D16D113 42D16D114 42D16D115 42D16D116 42D16D117 42D16D118 42D16D087 42D16D088 42D16D089 42D16D090 42D16D091 42D16D092 42D16D093 42D16D094 42D16D095 42D16D096 42D16D097 42D16D098 42D16D067 42D16D068 42D16D069 42D16D070 42D16D071 42D16D072 42D16D073 42D16D074 42D16D075 42D16D076 42D16D077 42D16D078 42D16D048 42D16D049	Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central	SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA	2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01	2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01

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			Mining Claims
Claim ID	Cell ID	Project	Township	Registration Date	Anniversary Date
555407 555408 555409 555410 555411 555412 555413 555414 555415 555416 555417 555418 555419 555420 555421 555422 555423 555424 555425 555426 555427 555428 555429 555430 555431 555432 555433 555434 555435 555436 555437 555438 555439 555440 555441	42D16D050 42D16D051 42D16D052 42D16D053 42D16D054 42D16D055 42D16D056 42D16D057 42D16D028 42D16D029 42D16D030 42D16D031 42D16D032 42D16D033 42D16D034 42D16D035 42D16D036 42D16D037 42D16D008 42D16D009 42D16D010 42D16D011 42D16D012 42D16D013 42D16D014 42D16D015 42D16D016 42D16D017 42D16E388 42D16E389 42D16E390 42D16E391 42D16E392 42D16E368 42D16E348	Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central	SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA SEELEY LAKE AREA	2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01 2019-08-01	2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01 2023-08-01

See Map A, Map B, Map C, Map D and Map E Below.

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MTDOCS 43040449

PART 2 – MAP A

==> picture [344 x 541] intentionally omitted <==

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PART 2 – MAP B

==> picture [461 x 289] intentionally omitted <==

PART 2 – MAP C

==> picture [462 x 289] intentionally omitted <==

A-96 -

MTDOCS 43040449

PART 2 – MAP D

==> picture [343 x 541] intentionally omitted <==

A-97 -

MTDOCS 43040449

PART 2 – MAP E

==> picture [462 x 289] intentionally omitted <==

A-98 -

MTDOCS 43040449

SCHEDULE B CORPORATE STRUCTURE AND ORGANIZATION CHART

Generation Mining Limited (Ontario) 100% Generation PGM Inc. (Ontario)

B-1 -

MTDOCS 43040449

SCHEDULE C PAYABLE GOLD AND PLATINUM

Form of Offtaker Delivery	Payable Gold	Payable Platinum
Concentrate or any other form	[REDACTED – commercially sensitive information]	[REDACTED – commercially sensitive information]

C-1 -

MTDOCS 43040449

SCHEDULE D REPRESENTATIONS AND WARRANTIES OF SUPPLIER PMPA ENTITIES

(a) Each of the Supplier PMPA Entities is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and is up to date in respect of all material filings required by Applicable Law.
(b) Each Supplier PMPA Entity has made all material filings or registrations required by Applicable Laws to maintain its corporate existence, and each Supplier PMPA Entity has the corporate power and capacity to own its property and assets and conduct its business as currently conducted by it.
(c) All requisite corporate acts and proceedings have been done and taken by each of the Supplier PMPA Entities, including obtaining all requisite board of directors’ (or other applicable corporate body’s) approval, with respect to the entering into of each Transaction Documents to which it is a party and performing its obligations thereunder.
(d) Each of the Supplier PMPA Entities has the requisite corporate power, capacity and authority to enter into the Transaction Documents to which it is a party, and to perform its obligations thereunder.
(e) The Transaction Documents and the exercise of each Supplier PMPA Entity’s rights and the performance of each Supplier PMPA Entity’s obligations thereunder do not and will not:
(i) conflict with any agreement, mortgage, bond or other instrument to which any of the Supplier PMPA Entities is a party or which is binding on their respective assets, provided that where there is such a conflict the required consent of the applicable counterparty has been obtained;
(ii) conflict with the constating or constitutive documents of any of the Supplier PMPA Entities; or
(iii) conflict with or violate any Applicable Law.
(f) No Approvals are required to be obtained by the Supplier PMPA Entities in connection with the execution and delivery or the performance by any of the Supplier PMPA Entities of the Transaction Documents or the transactions contemplated thereby (other than Approvals necessary for the construction and development of the Mine not yet obtained as of the date when this representation is given, but which are expected to be obtained in the ordinary course of business by the time they are necessary).
(g) This Agreement has been duly and validly executed and delivered by each of Supplier and Parent Company and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms.
(h) None of the Supplier PMPA Entities has suffered an Insolvency Event or Lender Event or is aware of any circumstance which, with notice or the passage of time, or both, would give rise to the foregoing.
D-1 -

MTDOCS 43040449

(i) The corporate structure and organization chart of Parent Company attached hereto as Schedule B accurately reflects, as of the date when this representation is given, the direct and indirect equity ownership interest of Parent Company in the other Supplier PMPA Entities.
(j) Each Supplier PMPA Entity has conducted and is conducting its business in compliance in all material respects with Applicable Laws and applicable Approvals, including Applicable Laws with respect to anti-money laundering, corrupt practices and Environmental Governmental Requirements.
(k) The Mining Properties set forth on Schedule A constitute all of the real property, mining rights, tenements, concessions and other similar interests, whether created privately or through the actions of any Governmental Authority having jurisdiction, that comprise the interest of the Supplier Group Entities in the Mine, as of the date when this representation is given. The area outlined in red in the map included in Part 1 of Schedule A accurately depicts the Mining Properties set forth in Part 1 of Schedule A. The areas coloured in purple and green in the maps (Map A through Map E, without reference to the “Area of Interest” or the “Proposed Work Area” denoted in any such maps) included in Part 2 of Schedule A accurately depicts the Mining Properties set forth in Part 2 of Schedule A. Following the satisfaction of the conditions in Section 3.5(a) in connection with the first Construction Payment, Supplier will be able to develop, construct and operate the Mine in accordance with the Development Plan.
(l) Supplier is the registered or recorded owner of a 100% legal and beneficial right, title and interest in and to the Mining Properties and Mineral Processing Facilities, with good and marketable title thereto free and clear of all Encumbrances other than the Permitted Encumbrances. To the knowledge of the Supplier PMPA Entities, Supplier’s right, title and interest in and to the Mining Properties and Mineral Processing Facilities is not subject to adverse claims (including any expropriation proceeding), other than Permitted Encumbrances and none of the Supplier Group Entities has received notice of any such actual or potential claim.
(m) No person, other than Wheaton has any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the Mining Properties or the gold or platinum produced from the Mining Properties. Other than in respect of the Permitted Encumbrances, no person is entitled to or has been granted any royalty or other payment in the nature of rent or royalty on any Produced Gold or Produced Platinum. The Marathon Joint Venture Agreement dated July 10, 2019 between Stillwater Canada Inc. and Supplier is no longer applicable to the Project Assets or the Mine.
(n) All Taxes, fees, assessments, rents, royalties, contractual compensations or fees, surface fees or other amounts required to keep the Mining Properties in good standing have been paid.
(o) There are no outstanding or, to the knowledge of the Supplier PMPA Entities, threatened or pending, actions, suits, proceedings, investigations or claims (including with respect to Environmental Governmental Requirements) affecting, or pertaining to, Supplier, or the Project Assets or that would otherwise have an Adverse Impact.
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(p) None of the Supplier Group Entities nor the Project Assets is subject to any outstanding judgment, order, writ, injunction or decree that limits or restricts or may limit or restrict any Supplier PMPA Entity from performing, fulfilling and satisfying their respective covenants and obligations under the Transaction Documents or would otherwise reasonably be expected to have an Adverse Impact.
(q) The Supplier PMPA Entities have made available to Wheaton all material information in the control or possession of any Supplier Group Entity relating to the Mine, including, but not limited to, the Project Assets and the mineralization or potential mineralization of the Mining Properties.
(r) Supplier has made available to Wheaton prior to the date of this Agreement all material information in the control or possession or knowledge of any Supplier Group Entity (including the most current life of mine plans, production and plant statistics, cost estimates, supporting drill hole data bases and block models in respect of each of the Mining Properties) (collectively, the “ Mine Data ”) relating to the Mining Properties and the other Project Assets, including information in respect of: (i) the mineralization or potential mineralization of the Mining Properties; (ii) environmental matters; (iii) water related matters; (iv) seismic matters; and (v) financial related matters. All such Mine Data (i) was prepared in good faith; and (ii) to the knowledge of the Supplier PMPA Entities, did not contain any information that is misleading or untrue, or omit to include any information necessary to make any information contained in such Mine Data not misleading or untrue.
(s) All Approvals necessary for the construction, development and operation of the Mine have either been obtained and received by Supplier and continue to be in place without challenge or appeal, to the extent reasonably considered necessary or appropriate given the current stage of construction and development of the Mine (as of the date when this representation is given), or are expected to be obtained in the ordinary course of business by the time they are necessary in accordance with Applicable Laws.
(t) Wheaton has been provided true and complete copies of all Material Contracts (as entered into as of the date when this representation is given). There are no current or pending negotiations with respect to the renewal, termination or amendment of any such Material Contracts. Following the satisfaction of the conditions set forth in Section 3.5(a) in respect of the first Construction Payment, the Material Contracts entered into as of such date are all Material Contracts required at such time to construct and develop the Mine in accordance with the Development Plan. All Material Contracts (as entered into as of the date when this representation is given) are in full force and effect and each Supplier PMPA Entity that is a party to a Material Contract is entitled to all rights and benefits thereunder and has not waived any such rights. Each Supplier PMPA Entity that is a party to a Material Contract (as entered into as of the date when this representation is given) is not in breach of or default under and, to the knowledge of the Supplier PMPA Entities, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a material breach of or material default under, any such Material Contract.
(u) Each Supplier PMPA Entity is in material compliance with all Applicable Laws and collective bargaining agreements respecting employment, wages, hours of work and occupational health and safety and employment practices.
(v) None of the Supplier Group Entities has received any notice of any expropriation proceeding or decision to expropriate all or any part of the Mining Properties or other
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Project Assets, nor does any Supplier Group Entity have knowledge of any expropriation proceeding pending or threatened against or affecting all of any part of the Mining Properties or other Project Assets.

(w) Each of Supplier and Parent Company enter into and perform this Agreement on its own account and not as trustee or a nominee of any other person.
(x) No Supplier Group Entity has created, assumed, granted, or permitted to exist any Encumbrance on the assets of Supplier that is in place as of the date of when this representation is given, other than the Permitted Encumbrances.
(y) The Financial Statements have been prepared in conformity with International Financial Reporting Standards (IFRS) applied on a consistent basis throughout the periods involved, and present fairly in all material respects the financial position, results of operations and cash flows of the Parent Company on a consolidated basis as at the dates of such statements. For the purposes of this representation, “ Financial Statements ” means (i) the audited consolidated financial statements of the Parent Company for the years ended December 31, 2020 and 2019, together with the auditors’ report thereon and the notes thereto, and (ii) the unaudited interim condensed consolidated financial statements of the Parent Company for the nine months ended September 30, 2021, together with the notes thereto.
(z) None of the foregoing representations and warranties contains any untrue statement of a material fact or omits to state any material fact necessary to make any such statement of representation not misleading with respect to the transactions contemplated herein.
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SCHEDULE E REPRESENTATIONS AND WARRANTIES OF WHEATON

(a) It is a duly incorporated and validly existing corporation continued under the laws of the Province of Ontario and is up to date in respect of all filings required by law.
(b) All requisite corporate acts and proceedings have been done and taken by it, including obtaining all requisite board of directors’ approval, with respect to entering into the Transaction Documents to which it is a party and performing its obligations thereunder.
(c) It has the requisite corporate power, capacity and authority to enter into the Transaction Documents to which it is a party and to perform its obligations thereunder.
(d) The Transaction Documents to which it is a party and the exercise of its rights and performance of its obligations thereunder do not and will not (i) conflict with any agreement, mortgage, bond or other instrument to which it is a party or which is binding on its assets, (ii) conflict with its constating or constitutive documents, or (iii) conflict with or violate any Applicable Law.
(e) No Approvals are required to be obtained by it in connection with the execution and delivery or the performance by it of the Transaction Documents to which it is a party or the transactions contemplated thereby.
(f) This Agreement has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of Wheaton, enforceable against it in accordance with its terms.
(g) It has not suffered an Insolvency Event that is continuing and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to the foregoing.
(h) It enters into and performs this Agreement on its own account and not as trustee or a nominee of any other person.
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SCHEDULE F INTERCREDITOR CORE PRINCIPLES

[REDACTED – commercially sensitive information]

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SCHEDULE G STREAM NPV PROCEDURES

[REDACTED – commercially sensitive information]

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SCHEDULE H CODES OF CONDUCT

See attached.

[REDACTED]

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SCHEDULE I MATERIAL CONTRACTS

(a) The definitive construction agreement with respect to the Mine.
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AI assistant

Generation Mining Limited — Capital/Financing Update 2022

47559_rns_2022-02-04_041424c9-b1bf-4c90-81b6-7bd89fe2bebe.pdf

BETWEEN:

(“ Wheaton ”)

(“ Supplier ”)

(“ Parent Company ”)

WITNESSES THAT:

PRECIOUS METALS PURCHASE AGREEMENT BETWEEN WHEATON PRECIOUS METALS CORP. (“WHEATON”), GENERATION PGM INC. (“SUPPLIER”) AND GENERATION MINING LIMITED (“PARENT COMPANY”)

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

1.1 Definitions

“ Cost Overrun Capital ”. [REDACTED – commercially sensitive information]

“ Mining Properties ” means:

“ Prime ” means [REDACTED – commercially sensitive information].

1.2 Interpretation

1.3 Statutory References

1.4 Headings

1.5 Construction

1.6 Plural, Gender

1.7 Days

1.8 Dollar Amounts

1.9 Schedules

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale

2.2 Delivery Obligations

2.3 Delivery of Refined Gold and Refined Platinum

2.4 Invoicing

2.5 Purchase Price

2.6 Loss of Offtaker Delivery

ARTICLE 3 DEPOSIT AND BUY BACK OPTION

3.1 Deposit

3.2 First Early Deposit Payment

3.3 Second Early Deposit Payment

3.4 Delay Payment

3.5 Construction Payments

3.6 Satisfaction of Conditions Precedent

3.7 Currency Fluctuations

3.8 Use of Deposit

3.9 Buy Back Option

ARTICLE 4 CONSTRUCTION, DEVELOPMENT AND COMPLETION

4.1 Construction Period

4.2 Completion Tests

4.3 Short Term Completion Delay

4.4 Outside Completion Date

4.5 Delay in Completion

ARTICLE 5 TERM

5.1 Term

5.2 Uncredited Deposit

ARTICLE 6 REPORTING; BOOKS AND RECORDS

6.1 Reporting Requirements

6.2 Books and Records

6.3 Technical Reports

6.4 Inspections

6.5 Confidentiality

ARTICLE 7 COVENANTS

7.1 Conduct of Operations

7.2 Processing/Commingling

7.3 Preservation of Corporate Existence

7.4 Insurance

7.5 Project Assets

7.6 Transfers

7.7 Encumbrances

7.8 Offtake Agreements

7.9 Related Party Transactions

7.10 No Further Streaming Transactions

7.11 Indebtedness

7.12 No Distribution

7.13 Right of First Refusal

ARTICLE 8 GUARANTEES AND SECURITY

8.1 Guarantees and Security

8.2 InterCreditor Agreement

ARTICLE 9 REPRESENTATIONS AND WARRANTIES

9.1 Representations and Warranties of Supplier PMPA Entities

9.2 Representations and Warranties of Wheaton

9.3 Survival of Representations and Warranties

9.4 Knowledge

ARTICLE 10 DEFAULTS AND DISPUTES

10.1 Events of Default

10.2 Remedies

Generation Mining Limited Capital/Financing Update 2022