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Highlander Silver Corp. Capital/Financing Update 2025

Dec 30, 2025

47613_rns_2025-12-29_94580ee2-34f5-474e-86e8-29f72d9f13ee.pdf

Capital/Financing Update

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Certain information contained herein has been redacted on the basis that disclosure of such information would would violate confidentiality provisions or be prejudicial to the interests of Highlander Silver Corp.

Execution Copy

DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT is made as of December 18, 2025

AMONG:

EQUINOX GOLD CORP. (“Equinox”).

AND:

HIGHLANDER SILVER CORP. (“Highlander”)

WHEREAS:

A.

B.

C. Highlander and Bear Creek are proposing to enter into an arrangement agreement (the “Arrangement Agreement”) pursuant to which Highlander will acquire all of the outstanding equity securities of Bear Creek in accordance with a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia); and

D. Highlander and Equinox wish to settle the Obligations (as defined below) on the terms and conditions as are more particularly set out in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“2536062” means 2536062 Ontario Inc., a corporation existing under the laws of the Province of Ontario.

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.

“Agreement” means this Debt Settlement Agreement and the Schedules attached to this Agreement and all amendments, restatements or replacements to this Agreement made by written agreement between the Parties.


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"Arrangement" has the meaning set out in the recitals, above.

"Arrangement Agreement" has the meaning set out in the recitals, above.

"BCMC Branch" means Bear Creek Mining Company Sucursal del Peru, the Peruvian branch of Bear Creek Exploration Company Ltd., a company existing under the laws of the Province of British Columbia and a wholly-owned subsidiary of Bear Creek.

"Bear Creek" means Bear Creek Mining Corporation, a company existing under the laws of the Province of British Columbia.

"Bear Creek Peru" means Bear Creek Mining S.A.C., a sociedad anónima cerrada existing under the laws of the Republic of Peru and an Affiliate of Bear Creek.

"Business Day" means any day other than a Saturday or Sunday or a day that is a statutory holiday under any laws applicable in Vancouver, British Columbia.

"Closing" has the meaning given to it in Section 2.1.

"Collateral"

"Collateral Agent" means Sandstorm Gold Ltd., as collateral agent for the benefit of and on behalf of the Creditors (as defined in the Second Amended and Restated Intercreditor Agreement).

"Collateral Agent Release Direction" means a collateral agent release direction in the form set out at Schedule E.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

"Corani Royalty Agreement" means a royalty agreement in the form set out at Schedule C.

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"Governmental Body" means any applicable federal government or of any political subdivision thereof, whether state, provincial, territorial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, commission, arbitrator, arbitration tribunal or other tribunal or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government in any local or foreign jurisdiction.

"Insolvency Laws" means any of the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), the Mexican Bankruptcy Law (Ley de Concursos Mercantiles) and United States Bankruptcy Code (Title 11 U.S.C.), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency, bankruptcy, liquidation, reorganization, arrangement or relief of debtor or other similar law of any jurisdiction or any similar, analogous or equivalent legislation of any other country or subdivision thereof, including any statute which may be used by a Person to propose an arrangement to creditors (including the arrangement provisions of the Canada Business Corporations Act (Canada) and provincial business corporations legislation as now or hereafter in effect) or permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it.

"Lien" means (a) with respect to any Property, any mortgage, deed of trust, fideicomiso, lien, pledge, hypothec, encumbrance, charge, assignment, consignment, security interest, royalty interest, adverse claim or defect of title in, on or of the Property; (b) the interest of a vendor or lessor under any conditional sale agreement, capital lease or title retention agreement relating to an asset; (c) any purchase option, call or similar right of a third party in respect of any Property; (d) any netting arrangement, set off arrangement, defeasance arrangement or other similar arrangement arising by contract (other than customary netting arrangements under hedging agreements and customary bankers' liens); and (e) any other agreement, trust or arrangement that in substance secures the payment or performance of any debt, liability or obligation.

"Mercedes Project" means the Mercedes mine project located in Sonora State, Mexico, approximately 250 kilometers northeast of Hermosillo, Sonora's capital city, and 300 kilometers south of Tucson, Arizona.

"MGH" means Mercedes Gold Holdings, S.A. de C.V. Sociedad Anónima de Capital Variable existing under the laws of Mexico and an indirect wholly-owned subsidiary of Bear Creek, as a guarantor under certain Transaction Documents.

"Mine Owner" means Minera Mercedes Minerales S. de R.L. de C.V. (formerly Minera Meridian Minerales S. de R.L. de C.V.), a Sociedad de Responsabilidad Limitada de Capital Variable


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existing under the laws of Mexico and an indirect wholly-owned subsidiary of Bear Creek, as a guarantor under certain Transaction Documents.

“Obligations”

“Obligors” means, collectively, Bear Creek, each Guarantor and “Obligor” shall mean any one of them.

“Outside Date”

“Party” means each party this agreement, and any of them.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Bodies.

“Property” means, with respect to any Person, any or all of its present or after-acquired undertaking, property and assets.

“Property Security Legislation” means, with respect to any applicable jurisdiction, the real and personal property security or other similar, analogous or equivalent legislation in effect therein from time to time or any other legislation that governs the granting or enforcement of Liens by companies, corporations or other Persons in any applicable jurisdiction.


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"Real Property" means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions and interests, and all surface access rights held by any Obligor relating to the Mercedes Project, and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any governmental body. "Real Property" shall also include any term extension, renewal, replacement, conversion, division or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by any Obligor at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.

(a)

(b)

"Second Amended and Restated Intercreditor Agreement" means the second amended and restated intercreditor agreement dated as of June 20, 2025 among, inter alios, the Collateral Agent, Sandstorm Gold Corp., the Nomad Stream Agent (as defined therein), Equinox Gold Corp., Bear Creek, 2536062, MGH, the Mine Owner, 1368445 B.C. Ltd. and Bear Creek Peru.

"Security Documents"

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“Transaction Documents”

1.2 Currency

Except where otherwise expressly provided, all monetary amounts in this Agreement are stated and shall be paid in United States dollars.

1.3 Headings

The division of this Agreement into Articles and Sections and the insertion headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “hereof, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

1.4 Extended Meanings

In this Agreement, words importing the singular number only include the plural and vice versa, words importing any gender include all genders. The term “includes” or “including” means “including, but not limited to”. A reference to any entity includes any successor to that entity.

1.5 Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

1.6 Calculation of Time

In this Agreement, a period of days will be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Vancouver 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 will terminate at 5:00 p.m. (Vancouver time) on the next Business Day.

1.7 Schedules

The following are the Schedules annexed hereto and incorporated by reference and deemed to be part hereof:

1 2 3 4 5 6
7 8 9 10 11 12
13 14 15 16 17 18

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Capitalized terms used but not otherwise defined in the Schedules have the meanings given to them in this Agreement.

ARTICLE 2

DEBT SETTLEMENT

2.1 Closing

Upon satisfaction of the condition precedents in Article 3 below and receipt by Equinox of the following:

(a) Cash payment in the amount of US$1,600,000.00 by way of wire transfer to the account set out in Schedule B;

(b) Delivery of the Corani Royalty Agreement signed by Bear Creek Peru (as caused by Highlander which shall have exclusive Control of Bear Creek immediately upon completion of the Arrangement);

(c)

(d)

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2.2 Release and Discharge

Immediately upon receipt by Equinox of the Consideration, Equinox agrees that:

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(h) Equinox agrees to do all such further acts, and take such additional steps and execute such additional documents as may be required to effect the foregoing releases, discharges and terminations.

2.3

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ARTICLE 3

CONDITIONS PRECEDENT TO CLOSING

3.1 Mutual Conditions Precedent

This Closing shall complete only if each of the following conditions precedent has been satisfied in full or waived, each may only be waived with the mutual consent in writing by the Parties at or before the Closing:

(a) there shall not be ongoing any litigation or proceeding against Bear Creek, brought by any Governmental Body or any other Person that seeks to restrain, materially modify or invalidate the Arrangement and no order that would prohibit, materially modify or restrain the Arrangement shall be in effect; and

(b) the Arrangement shall have been consummated in accordance with the terms of the Arrangement Agreement.


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3.2 Additional Conditions Precedent to the Obligations of Highlander

This Closing shall complete only if each of the following conditions precedent has been satisfied in full or waived, each may only be waived in writing by the Highlander at or before the Closing:

(a) the representations and warranties of Equinox contained in this Agreement are true and correct in all material respects as at Closing with the same effect as though such representations and warranties had been made as of the Closing;

(b) all of the covenants and obligations of Equinox to be performed or observed on or before the Closing pursuant to this Agreement have been duly performed or observed in all material respects; and

(c) Highlander shall have received Equinox’s signatures to this Agreement, and Equinox’, Sandstorm Gold Ltd.’s and 1368445 B.C. Ltd.’s signatures to the Collateral Agent Release Direction.

Each of the foregoing conditions precedent is for the exclusive benefit of Highlander, and Highlander may waive any of them in whole or in part in writing.

3.3 Additional Conditions Precedent to the Obligations of Equinox

This Closing shall complete only if each of the following conditions precedent has been satisfied in full or waived, each may only be waived in writing by the Equinox at or before the Closing:

(a) the representations and warranties of Highlander contained in this Agreement are true and correct in all material respects as at Closing with the same effect as though such representations and warranties had been made as of the Closing;

(b) all of the covenants and obligations of Highlander to be performed or observed on or before the Closing pursuant to this Agreement have been duly performed or observed in all material respects.

Each of the foregoing conditions precedent is for the exclusive benefit of Equinox, and Equinox may waive any of them in whole or in part in writing.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Equinox

Equinox hereby represents and warrants to Highlander as follows and acknowledges that Highlander is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a) Equinox validly exists as a company in good standing under the laws of the Province of British Columbia.

(b) Equinox has all necessary corporate power and capacity to execute and deliver, and to observe and perform its covenants and obligations under, this Agreement and


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any related documents to which it will be or is a party. Equinox has taken all corporate action necessary to authorize the execution and delivery, and the observance and performance of its covenants and obligations under, this Agreement and any related documents to which it will be a party.

(c) This Agreement, when executed and delivered, will be duly executed and delivered by Equinox, and will constitute, a legal, valid and binding obligation of Equinox enforceable against Equinox in accordance with its terms, subject 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.

(d) The execution and delivery of, or the observance and performance by Equinox of, any covenant, condition or obligation under this Agreement or any related document to which it will be a party does not and will not contravene or result in a material 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:

(i) the articles, by-laws, directors' or shareholders' resolutions of Equinox; or
(ii) the provisions of any material contract, mortgage, security document, obligation, licence, permit or instrument to which Equinox is a party, or by which Equinox is bound or affected, and which could reasonably be expected to adversely impact the performance of Equinox's obligations under this Agreement or any related document.

(e) Except for lenders and collateral agents holding general security interests previously granted by Equinox as security for its debt financing arrangements, no Person other than Highlander has any oral or written agreement, option, right, privilege or any other right capable of becoming any of the foregoing (whether legal, equitable, contractual or otherwise) in respect of Equinox's interest in the Transaction Documents and Equinox has not assigned any of its interest in the Transaction Documents.

(f)

(g)

(h)

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4.2 Representations and Warranties of Highlander

Highlander hereby represents and warrants to Equinox as follows and acknowledges that Equinox is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a) Highlander validly exists as a company in good standing under the laws of the Province of British Columbia.

(b) Highlander has all necessary corporate power and capacity to execute and deliver, and to observe and perform its covenants and obligations under, this Agreement, and to cause BCMC Branch to deliver the Corani Royalty Agreement and any related documents to which it will be or is a party. Highlander has taken all corporate action necessary to authorize the execution and delivery, and the observance and performance of its covenants and obligations under, this Agreement and any related documents to which it will be a party.

(c) This Agreement and the Corani Royalty Agreement, when executed and delivered, will be duly executed and delivered by Highlander or BCMC Branch, as applicable, and will constitute, a legal, valid and binding obligation of Highlander, and to Highlander’s knowledge, BCMC Branch, enforceable against it in accordance with its terms, subject 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.

(d) The execution and delivery of, or the observance and performance by Highlander or BCMC Branch of any covenant, condition or obligation under this Agreement, the Corani Royalty Agreement or any related document to which it will be a party does not and will not contravene or result in a material 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:

(i) the articles, by-laws, directors’ or shareholders’ resolutions of Highlander, or to Highlander’s knowledge, BCMC Branch; or

(ii) the provisions of any material contract, mortgage, security document, obligation, licence, permit or instrument to which Highlander, or to Highlander’s knowledge, BCMC Branch, is a party, or by which Highlander, or to Highlander’s knowledge, BCMC Branch, is bound or affected, and which could reasonably be expected to adversely impact the performance of Highlander’s or BCMC Branch’s obligations under this Agreement or any related document.

4.3 Survival of the Representations and Warranties

(a) The representations and warranties set forth in this Agreement shall survive the Closing


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(b) For greater certainty, the expiry of the survival period applicable to a representation or warranty shall be without prejudice to any claim for indemnification based on any inaccuracy or misrepresentation in such representation or warranty made prior to such expiry pursuant to this Agreement.

ARTICLE 5

INDEMNIFICATION

5.1 Indemnity by Equinox

Equinox shall indemnify and save harmless Highlander from and against all losses directly suffered by it (but, for greater certainty, not indirect losses, lost profits or consequential damages) resulting from any inaccuracy or misrepresentation in any representation or warranty set forth herein.

5.2 Indemnity by Highlander

Highlander shall indemnify and save harmless Equinox from and against all losses directly suffered by it (but, for greater certainty, not indirect losses, lost profits or consequential damages) resulting from any inaccuracy or misrepresentation in any representation or warranty set forth herein.

ARTICLE 6

COVENANTS

6.1 Notice of Breach

Each Party agrees to give prompt notice to the other of the occurrence, or failure to occur, at any time from the date of this Agreement, until the earlier to occur of the termination of this Agreement and the Closing of any event or state of facts which occurrence or failure would, or would be likely to:

(a) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any respect on the date of this Agreement, or at the Closing;

(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder prior to the Closing; or

(c) result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Article 3, as the case may be.

6.2 Transaction Documents

Equinox agrees that until the earlier of the Closing or the termination of this Agreement in accordance with Article 7 it shall not modify or amend, in any material respect, transfer or terminate the Transaction Documents.


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6.3 Actions to Complete Agreement

(a) Each Party agrees to use reasonable commercial efforts to ensure compliance with all conditions set forth in Article 3.

(b) Notwithstanding any other provisions of this Agreement, Highlander acknowledges and agrees that Equinox is permitted to take any steps it deems advisable to protect its legal and financial interests if any Obligor files or becomes the subject of any proceeding under any Insolvency Laws.

6.4 No exercise of Conversion

Equinox agrees that until the earlier of the Closing or the termination of this Agreement, it will not:

(a) exercise any conversion privileges, subscription rights, warrants and/or other rights or options available in connection with any of the Obligations; or

(b) take any enforcement action or proceeding under or in connection with any Transaction Document or any Obligations.

ARTICLE 7 TERMINATION

7.1 Termination Events.

This Agreement may be terminated and the transactions contemplated hereby may be abandoned:

(a) at any time, by the mutual written agreement of Highlander and Equinox;

(b) by either Highlander or Equinox at any time prior to Closing, if the other is in material breach or default of its respective covenants, agreements, or other obligations in this Agreement or if any of its representations or warranties in this Agreement are not true and accurate in all material respects when made or when otherwise required by this Agreement to be true and accurate, and such breach, default or inaccuracy has not been cured within ten (10) Business Days following written notice thereof given by the terminating party;

(c) by either Highlander or Equinox upon written notice to the other, if the Closing has not occurred on or before the Outside Date;

(d) by either Highlander or Equinox if the Arrangement Agreement is terminated in accordance with its terms; or

(e) by Equinox if any Obligor files or becomes the subject of any proceeding under any Insolvency Laws.


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7.2 Effect of Termination.

If this Agreement shall be terminated pursuant to Section 7.1, all obligations of the Parties hereunder shall terminate, except for the obligations in Sections 8.3, 8.6, 8.7, 8.10 and 8.118.11.

ARTICLE 8

GENERAL

8.1 Further Assurances

Each of the Parties shall, from time to time, execute and deliver all such further documents and instruments and do all acts and things as any other Party may, either before or after the Closing, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

8.2 Time of the Essence

Time shall be of the essence of this Agreement.

8.3 Fees and Expenses

Except as otherwise set out in this Agreement, any costs and expenses arising from the transactions contemplated by this Agreement shall be borne by the party who incurred such costs and expenses.

8.4 Benefit of the Agreement

This Agreement shall ensure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.

8.5 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 hereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement.

8.6 Confidentiality and Public Disclosure

(a) This Agreement, and the contents of this Agreement shall be maintained in confidence by the Parties and not disclosed to any other Person (except as may be required by Securities Laws, the TSX and TSX-V rules or requirements) without the prior written approval of the other Parties, which shall not be unreasonably withheld.

(b) Immediately upon one Party determining that they may be required to disclose this Agreement, or any related agreement, or the contents of this Agreement or any related agreement, such Party must provide the other Parties with notice of such required disclosure.


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(c) The content of any public disclosure (including without limitation, any SEDAR filings of this Agreement and any press release) respecting this Agreement shall be approved by all of the Parties prior to the making of any public disclosure, which approval shall not be unreasonably withheld, provided that, where there are certain content requirements imposed by Securities Laws, the TSX or the TSX-V, such content requirements must be fulfilled.

8.7 Amendments and Waiver

No modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the Parties and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived.

8.8 Assignment

This Agreement may not be assigned by a Party without the written consent of the other Party.

8.9 Severability

Each of the provisions contained in this Agreement is distinct and severable from the remainder of the Agreement and any determination of illegality, invalidity or unenforceability of any provision or part thereof by a court of competent jurisdiction shall not affect the validity of enforceability of any other provision or part thereof, unless, as a result of such determination, this Agreement would fail in its essential purposes.

8.10 Notices

Any notice, demand, consent or other communication (“Notice”) given or made under this Agreement:

(a) must be in writing and signed by a person duly authorised by the sender;

(b) must be delivered to the intended recipient by email, hand or by courier to the address below or the address last notified by the intended recipient to the sender:

(i) to Equinox:

Equinox Gold Corp.
1501 – 700 West Pender Street
Vancouver, British Columbia V6C 1G8

Attention: [REDACTED – PERSONAL INFORMATION]
Email: [REDACTED – PERSONAL INFORMATION]

With a copy to:


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Blake, Cassels & Graydon LLP
Suite 3500 – 1133 Melville Street
Vancouver, British Columbia V6E 4E5

Attention: REDACTED – PERSONAL
Email: INFORMATION

(ii) to Highlander:

Highlander Silver Corp.
2500 – 100 King Street West
Toronto, Ontario, Canada M5K 2A1

Attention: REDACTED – PERSONAL
E-mail: INFORMATION

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

Osler, Hoskin & Harcourt LLP
Bentall Four, 1055 Dunsmuir Street, Suite 3000
Vancouver, British Columbia, Canada V7X 1K8

Attention: REDACTED – PERSONAL
E-mail: INFORMATION

(c) Any notice will be deemed to have been given and received:

(i) if personally delivered, then on the day of personal service to the recipient party, provided that if such date is a day other than a Business Day such notice will be deemed to have been given and received on the first Business Day following the date of personal service;

(ii) if by pre-paid registered mail, then the first Business Day, after the expiration of five (5) days following the date of mailing; or

(iii) if sent by e-mail and successfully transmitted prior to 5:00 pm on a Business Day where the recipient is located, then on that Business Day, and if transmitted after 5:00 pm on a Business Day where the recipient is located or on the day that is not a Business Day where the recipient is located, then on the first Business Day following the date of transmission.

(d) A Party may at any time change its address for future Notices hereunder by Notice in accordance with this Section.

8.11 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, other than such laws relating to conflicts of law.


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8.12 Dispute Resolution

Any dispute, controversy or claim between the Parties arising out of or relating to this Agreement, or the execution, interpretation, breach, termination, or invalidity thereof, shall be determined by the courts of the Province of British Columbia.

8.13 Counterparts and Electronic Signatures

This Agreement may be executed in two or more counterparts (including counterparts delivered by email), all of which, taken together, shall be regarded as one and the same Agreement. Counterparts may digitally or electronically executed and the Parties adopt any signatures received by such digital or electronic means as original signatures of the Parties.

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IN WITNESS WHEREOF the Parties have caused this Agreement to be executed and delivered as of the date first set forth above.

HIGHLANDER SILVER CORP

By: / signed / "Daniel Earle"
Name: Daniel Earle
Title: President, CEO & Director

EQUINOX GOLD CORP.

By: / signed / "Daniella Dimitrov"
Name: Daniella Dimitrov
Title: EVP People, Sustainability and Strategy

By: / signed / "Peter Hardie"
Name: Peter Hardie
Title: Chief Financial Officer

Signature page to Debt Settlement Agreement


ALL SCHEDULES REDACTED – COMMERCIALY
SENSITIVE OR CONFIDENTIAL INFORMATION