Goldsky Resources — M&A Activity 2025

Apr 2, 2025

AMENDING AGREEMENT

THIS AMENDING AGREEMENT ("Amending Agreement") is made as of the 1st day of May, 2023,

BETWEEN:

AGNICO EAGLE MINES LIMITED,
a corporation existing under the laws of the
Province of Ontario ("Agnico")

-and-

AGNICO EAGLE FINLAND OY,
a limited liability company existing under the laws of
Finland ("AEM Finland")

-and-

AGNICO EAGLE SWEDEN AB,
a limited liability company existing under the laws of
Sweden ("AEM Sweden")

-and-

GOLD LINE RESOURCES LTD.,
a corporation existing under the laws of the
Province of British Columbia ("Buyer")

-and-

GLR FINLAND OY,
a limited liability company existing under the laws of
Finland ("Finland Newco")

-and-

KOMMSTART 3191 AB,
a limited liability company existing under the laws of
Sweden ("Sweden Newco")

-and-

EMX ROYALTY CORPORATION,
a corporation existing under the laws of the
Province of British Columbia ("EMX")

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WHEREAS Agnico, AEM Finland, AEM Sweden, Buyer, Finland Newco, Sweden Newco and EMX are parties to an asset purchase agreement dated March 19, 2021, as modified by a joinder agreement dated June 24, 2021, pursuant to which, among other things, the Buyer agreed to, or to cause the Newcos to, acquire the Purchased Assets and assume the Assumed Obligations, on the terms and subject to the conditions set out therein (such agreement, as further amended or modified from time to time, the "Purchase Agreement");

AND WHEREAS the Parties have agreed to amend the Purchase Agreement to, among other things, modify the time and form of payments under the Purchase Agreement required to satisfy the Purchase Price thereunder, on the terms and subject to the provisions set out herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Interpretation

(a) All terms used but not otherwise defined in this Amending Agreement have the respective meanings ascribed to them in the Purchase Agreement and grammatical variations of such terms have corresponding meanings.

(b) Sections 1.2 [Certain Rules of Interpretation], 1.3 [Governing Law], 1.4 [Entire Agreement], 11.1 [Expenses], 11.2 [Agreement to Act], 11.3 [Power of Attorney on Default], 11.4 [Notices], 11.5 [Public Statements], 11.6 [Severability], 11.7 [Amendments], 11.8 [Waivers] 11.9 [Assignment], 11.10 [Successors and Assigns], 11.11 [No Third Party Beneficiaries], 11.13 [Contra Proferentum] and 11.14 [Counterparts] of the Purchase Agreement are incorporated herein by reference mutatis mutandis.

ARTICLE 2 AMENDMENTS

2.1 Amendments to the Purchase Agreement

The Purchase Agreement is amended as follows:

(a) Section 2.3(a)(i) of the Purchase Agreement is amended by deleting reference to $7,000,000 and replacing it with “$7,087,500”.

(b) Section 2.3(a)(ii) of the Purchase Agreement is amended by deleting reference to $1,500,000 and replacing it with “$1,587,500”.

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(c) Section 2.3(b)(iii) of the Purchase Agreement is deleted in its entirety and replaced with the following:

“(iii) on the second anniversary of the date of this Agreement:

(A) $87,500 in cash; provided that notwithstanding the preamble to this Section 2.3(b)(iii), the Buyer may elect to make this cash payment at any time after the second anniversary of the date of this Agreement and on or prior to June 30, 2023; and

(B) $87,500 in Buyer Shares;”

(d) Section 2.3(b)(iv) of the Purchase Agreement is deleted in its entirety and replaced with the following:

“(iv) on the third anniversary of the date of this Agreement:

(A) $4,750,000 in cash;

(B) $625,000 in Buyer Shares; and

(C) $625,000 in EMX Shares.”

(e) Section 2.3(c) of the Purchase Agreement is amended by deleting the last sentence of that section in its entirety and replacing it with the following:

“The Buyer shall issue the Buyer Shares to the Seller in accordance with Sections 2.3(b)(i)(B), 2.3(b)(ii)(B), 2.3(b)(iii)(B) and 2.3(b)(iv)(B) and EMX shall issue the EMX Shares to the Seller in accordance with Sections 2.3(b)(i)(C), 2.3(b)(ii)(C) and 2.3(b)(iv)(C), each in accordance with the provisions of this Section 2.3.”

(f) Section 2.5(a)(iii) of the Purchase Agreement is amended by deleting the words “Section 2.3(b)(iii)(C)” and replacing them with “Section 2.3(b)(iv)(C)”.

(g) Sections 10.10(d) and 10.10(e) of the Purchase Agreement are amended by deleting each instance of the words “2.3(b)(i)(C), 2.3(b)(ii)(C) and 2.3(b)(iii)(C)” and replacing them with “2.3(b)(i)(C), 2.3(b)(ii)(C) and 2.3(b)(iv)(C)”.

ARTICLE 3

ACKNOWLEDGMENTS AND CONFIRMATIONS

3.1 Acknowledgements and Confirmations

(a) Each of the Parties hereby: (i) represents, warrants, acknowledges and confirms to the other that, as of the date of this Amending Agreement, the Purchase Agreement, as amended by this Amending Agreement, is and continues to be in full force and effect; and (ii) ratifies and confirms all of the terms, conditions and provisions of the Purchase Agreement, as amended by this Amending Agreement.

(b) In the event of any inconsistency between the terms of this Amending Agreement and the terms of the Purchaser Agreement, the provisions of this Amending Agreement shall prevail.

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties

(a) Each Party represents and warrants to each other Parties that:

(i) this Amending Agreement has been duly authorized by all necessary corporate action on its part and no other corporate proceedings on its part is necessary to authorize this Amending Agreement;

(ii) this Amending Agreement has been duly executed and delivered by such Party, and constitutes legal, valid and binding agreements of such Party enforceable against it in accordance with the terms of this Amending Agreement, subject only to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court; and

(iii) the authorization, execution and delivery of this Amending Agreement by such Party, and the observance and performance by each Party of its obligations under this Amending Agreement and its obligations under the Purchase Agreement (as amended by this Amending Agreement), does not and will not: (i) result in a violation of or a breach or default under (with or without the giving of notice or lapse of time, or both), or in the acceleration of any obligation under (A) the articles, by-laws or directors' or shareholders' resolutions of such Party, or (B) the provisions of any material Contracts to which such Party is a party or by which such Party is bound or affected; or (ii) result in a violation or breach of, or cause a default under, any Applicable Law.

(b) The Buyer and the Newcos represent and warrant to Agnico, AEM Finland and AEM Sweden that the Buyer has obtained the required TSXV Approval to enter this Amending Agreement and to perform its obligations hereunder, and under the Purchase Agreement as amended by this Amending Agreement (including approval of the issuance of an increased number of Buyer Shares thereunder).

ARTICLE 5
MISCELLANEOUS

5.1 Further Assurances

Each of the Parties hereto shall at all times and from time to time, upon any reasonable request of another Party, promptly do, execute, deliver or cause to be done, executed and delivered, all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Amending Agreement and the Purchase Agreement, and to effectuate the transactions contemplated by this Amending Agreement and the Purchase Agreement and the other documents contemplated herein and therein.

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

AGNICO EAGLE MINES LIMITED

by (signed)"Chris Vollmershausen"
Name: Chris Vollmershausen
Title: Authorized Signatory

AGNICO EAGLE FINLAND OY

by: (signed)"Chris Vollmershausen"
Name: Chris Vollmershausen
Title: Authorized Signatory

AGNICO EAGLE SWEDEN AB

by: (signed)"Chris Vollmershausen"
Name: Chris Vollmershausen
Title: Authorized Signatory

GOLD LINE RESOURCES LTD.

by: (signed)"Adam Cegielski"
Name: Adam Cegielski
Title: CEO & Director

(signed)"Aaron Triplett"
Name: Aaron Triplett
Title: CFO & Corporate Secretary

EMX ROYALTY CORPORATION

by (signed)"David M. Cole"
Name: David M. Cole
Title: President and CEO

Name:
Title:

Signature Page – Amending Agreement (Asset Purchase Agreement)\

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Signature Page – Amending Agreement (Asset Purchase Agreement)\

GLR FINLAND OY

by: (signed)"Adam Cegielski"
Name: Adam Cegielski
Title: Director

KOMMSTART 3191 AB (UNC TO SOLVIK GOLD AB)

by (signed)"Adam Cegielski"
Name: Adam Cegielski
Title: Director