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

Execution Copy

DEBT SETTLEMENT AND STREAM TERMINATION AGREEMENT

THIS AGREEMENT is made as of December 18, 2025

AMONG:

INTERNATIONAL ROYALTY CORPORATION, as collateral agent for the benefit of and on behalf of the Creditors (as defined in the Second Amended and Restated Intercreditor Agreement) (in such capacity, the “Collateral Agent”) in connection with the Security Documents

AND:

INTERNATIONAL ROYALTY CORPORATION (“IRC”)

AND:

1368445 B.C. LTD. (“1368445”)

AND:

HIGHLANDER SILVER CORP. (“Highlander”)

WHEREAS:

B. Bear Creek and IRC (as successor to Sandstorm) are party to the Sandstorm Stream Agreement. In connection with the Sandstorm Stream Agreement, the Obligors have guaranteed the obligations of Bear Creek thereunder in favour of IRC (as successor to Sandstorm).

C. Bear Creek, and IRC (as successor to Nomad and as the Nomad Purchaser and the Nomad Stream Agent) are party to the Nomad Stream Agreement. In connection with the Nomad Stream Agreement, the Obligors have guaranteed the obligations of Bear Creek thereunder in favour of IRC (as successor to Nomad and Sandstorm) in its capacity as Nomad Stream Agent and Nomad Purchasers.

F. [Text is illegible or missing]

G. Bear Creek Peru (among others) granted the Sandstorm Peru Royalty Agreement in favour of IRC (as successor to Sandstorm).

H. Nomad amalgamated with Sandstorm on January 1, 2025.

I. Sandstorm changed its name to 17411979 Canada Inc. and continued under the federal laws of Canada from the Province of British Columbia on October 20, 2025.

J. 17411979 Canada Inc. amalgamated with IRC on October 23, 2025 under the corporate name of IRC.

K. 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);

L. Highlander and IRC wish to (i) terminate the Obligations and the Nomad Stream Agreement and the Sandstorm Stream Agreement, (ii) amend and restate the Sandstorm Peru Royalty Agreement, and (iii) create, grant, reserve and enter into the Mercedes Royalty Agreement, on the terms and conditions as are more particularly set forth herein.

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 and a wholly-owned subsidiary of Bear Creek, as a guarantor under certain Transaction Documents

"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 and Royalty Termination Agreement and the Schedules attached to this Agreement and all amendments, restatements or replacements to this Agreement made by written agreement between the Parties.

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

"Arrangement Agreement" has the meaning set out in the recitals, above, and for greater certainty, for the purposes of Sections 3.1(d) and 3.2(k), means the form of Arrangement Agreement last delivered to IRC prior to execution of this Agreement.

"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, as guarantor and certain other Transaction Documents.

"Bear Creek Share Collateral" has the meaning given to it in Section 3.2(i).

"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.

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

"Collateral"

"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 the Amended and Restated Sandstorm Peru Royalty Agreement in the form set out at Schedule C.

"Cross Default Agreement" means a cross default agreement dated June 20, 2025 among IRC (as successor to Sandstorm), 1368445 and the Obligors.

"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.

"Equinox" means Equinox Gold Corp., a company existing under the laws of the Province of British Columbia.

"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, in, on or of the Property; and (b) 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.

"Mercedes Royalty Agreement" means a royalty agreement in the form set out in Schedule D.

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

"Obligators" means, collectively, Bear Creek and 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.

"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.

"Sandstorm" means Sandstorm Gold Ltd. a predecessor to IRC.

"Sandstorm Debenture Documents" means the Sandstorm Convertible Debenture, all

“Sandstorm Obligations”

“Sandstorm Peru Royalty Agreement” a net smelter return royalty agreement granted by Bear Creek Peru dated as of January 22, 2024 in favour of IRC (as successor to Sandstorm).

“Sandstorm Stream Agreement”

“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, IRC (as successor to Sandstorm), the Nomad Stream Agent, Equinox, Bear Creek, 2536062, MGH, the Mine Owner, 1368445 and Bear Creek Peru.

“Security Documents”

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“Stream Documents”

“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,

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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:

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

ARTICLE 2 DEBT SETTLEMENT AND STREAM TERMINATION

2.1 Closing

In consideration for the promises and covenants contained herein, and upon satisfaction of the conditions precedent in Article 3 below, Highlander agrees to pay and deliver (or in the case of Sections 2.1(b) and (c), cause to be delivered) to IRC following deliverables (the “Closing Deliverables”):

(a) A cash payment in the amount of US$6,200,000 by way of wire transfer in immediately available funds (without deduction or set off) to the account set out in Schedule B;

(b) The Corani Royalty Agreement signed by Bear Creek Peru and BCMC Branch and duly notarized before a Peruvian notary public in Lima, Peru; and

(c) The Mercedes Royalty Agreement signed by Minera Mercedes Minerales, S. de R.L. de C.V. and duly notarized before a Mexican notary public in Mexico City, Mexico;

(d)
(e)

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2.2 Release and Discharge

Immediately upon receipt by IRC of the Closing Deliverables, each of IRC and 1368445 agrees that:

(a) the Obligations shall be satisfied and paid in full;

(b) the Transaction Documents shall be terminated and no Obligor shall have any remaining obligations thereunder;

(h) each of IRC and 1368445 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.

2.5 Notice of Liquidation

IRC may, in its sole discretion, liquidate 13648445 prior to the Closing. If IRC proceeds with such liquidation, it will provide notice to Highlander as soon as reasonably practicable after the liquidation is complete. Upon any such liquidation, Highlander acknowledges and agrees that the rights and obligations of 1368445 under this Agreement shall become the rights and obligations of IRC.

ARTICLE 3 CONDITIONS PRECEDENT TO CLOSING

3.1 Conditions Precedent in Favour of Highlander

The completion of the transactions contemplated by this Agreement is subject to the satisfaction and fulfilment or waiver by Highlander of each of the following conditions at or before the Closing:

(a) the representations and warranties of IRC and 1368445 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;

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(b) all of the covenants and obligations of IRC and 1368445 to be performed or observed on or before the Closing pursuant to this Agreement have been duly performed or observed in all material respects;

(c) Highlander shall have received (i) IRC’s, 1368445’s and the Collateral Agent’s signatures to this Agreement, (ii) Equinox’s, IRC’s and 1368445’s signatures to the Collateral Agent Release Direction, and (iii) a certificate of a senior officer of IRC, in form and substance satisfactory to Highlander, acting reasonably, certifying the matters in Section 3.1(a) and (b);

(d) the Arrangement shall have been consummated in accordance with the terms of the Arrangement Agreement;

(e)

(f)

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.

3.2 Conditions Precedent in Favour of IRC

The completion of the transactions contemplated by this Agreement is subject to the satisfaction and fulfilment or waiver by IRC of each of the following conditions at or before the Closing:

(a) the representations and warranties of Highlander contained in this Agreement are true and correct in all 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 respects;

(c) no event of default (or event which with notice or lapse of time or both would become an event of default) under any of the Transaction Documents or Security Documents shall have occurred and be continuing;

(d)

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(f) Highlander shall have delivered, or caused to be delivered, the Closing Deliverables in accordance with Section 2.1;

(g)

(h)

(i)

(j) Highlander shall have delivered to IRC a certificate of a senior officer of Highlander, in form and substance satisfactory to IRC, acting reasonably, certifying: (i) the matters in Sections 3.2(a)-(f); (ii) resolutions of the board of directors of Highlander authorizing the execution and delivery of this Agreement and the performance by Highlander of the transactions contemplated by this Agreement, including the execution and delivery of the Corani Royalty Agreement, the Mercedes Royalty Agreement (iii) the signatures of the officers executing this Agreement and each of the agreements and other documents to be executed by Highlander pursuant to this Agreement;

(k) Highlander shall have delivered evidence satisfactory to IRC, acting reasonably, confirming that the Arrangement has been consummated in accordance with the terms of the Arrangement Agreement;

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(l) Highlander shall have delivered an officer’s certificate to IRC, certifying that, immediately prior to the Closing:

(i) Bear Creek validly exists as a company in good standing under the laws of the Province of British Columbia;

(ii) each of the other Obligors validly exists as a company (or equivalent) under the laws of its governing jurisdiction;

(iii) neither Bear Creek nor any of the other Obligors has (i) proposed a compromise or arrangement to its creditors generally; (ii) taken any proceeding with respect to such a compromise or arrangement; (iii) taken any proceeding to have itself declared bankrupt or wound-up; (iv) taken any proceeding to have a receiver, manager or trustee appointed in respect of any part of its assets and properties; or (v) filed or become the subject of any proceeding under any Insolvency Laws that is continuing;

(iv) there is no requirement for Bear Creek or any of the other Obligors to make any filing with, give any notice to or obtain any consent or approval from any Governmental Body as a condition to the lawful consummation of the transactions contemplated by this Agreement;

(v) there is no requirement under (i) any contract, agreement or arrangement to which Bear Creek or any of the other Obligors is a party or by which any of them are bound, or (ii) any applicable laws, to make any filing with, give any notice to, or to obtain the consent or approval of, any other Person relating to the transactions contemplated by this Agreement;

(vi) Bear Creek and each other Obligor is in compliance with its obligations under each Transaction Document and Security Document, including all delivery obligations under the Stream Documents, and there is no breach or default by Bear Creek or any other Obligor of their respective obligations under the Transaction Documents or the Security Documents, and no event or circumstance has occurred which (with notice, lapse of time, or both) could constitute a breach or default of any Transaction Document or Security Document by Bear Creek or any Obligor;

(vii) the information set forth in Schedule F pertaining to the corporate ownership structure of Bear Creek is true, accurate and complete as of the Closing, and the number and percentage of the issued and outstanding equity securities of each subsidiary of Bear Creek are owned by the Person set out in Schedule F.

(viii)

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

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of IRC

IRC 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) IRC validly exists as a company in good standing under the federal laws of Canada.

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(b) 1368445 validly exists as a company in good standing under the laws of the Province of British Columbia.

(c) Each of IRC and 1368445 has all necessary corporate power and capacity to execute and deliver, and to observe and perform its covenants and obligations under, this Agreement and any related documents to which it will be or is a party. Each of IRC and 1368445 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.

(d) This Agreement, when executed and delivered, will be duly executed and delivered by each of IRC and 1368445, and will constitute, a legal, valid and binding obligation of each of IRC and 1368445 enforceable against each of IRC and 1368445 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.

(e) The execution and delivery of, or the observance and performance by each of IRC and 1368445 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 IRC or 1368445; or

(ii) the provisions of any material contract, mortgage, security document, obligation, licence, permit or instrument to IRC or 1368445 is a party, or by which IRC or 1368445 is bound or affected, and which could reasonably be expected to adversely impact the performance of IRC's or 1368445's obligations under this Agreement or any related document.

(f) 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 IRC's and 1368445's interest in the Transaction Documents, and neither IRC nor 1363445 has assigned any of its interest in the Transaction Documents.

(g) There is no outstanding, pending, or, to the knowledge of IRC or 1368445, threatened, court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, investigation, audit, assessment, inquiry, request for information, warrant, charge, suit or claim by any party to the Transaction Documents, or any similar matter or proceeding by any such party in respect of the Transaction Documents.

(h) There are no Liens or other restrictions encumbering IRC's or 1368445's interest in the Transaction Documents.

(i) To the knowledge of IRC, the Security Documents represent all of IRC’s and its Affiliates’ Liens in respect of the Property, including Real Property, of the Obligors.

4.2 Representations and Warranties of Highlander

Highlander hereby represents and warrants to IRC as follows and acknowledges that IRC 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 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, when executed and delivered, will be duly executed and delivered by Highlander, and will constitute, a legal, valid and binding obligation of Highlander enforceable against Highlander 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 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) any applicable law;

(ii) the articles, by-laws, directors’ or shareholders’ resolutions of Highlander; or

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

(e) There are no actions, suits or proceedings, judicial or administrative, whether or not purportedly on behalf of Highlander, pending or, to the knowledge of Highlander threatened, by or against Highlander, at law or in equity, affecting, or that would reasonably be expected to affect, the completion of the transactions contemplated

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by this Agreement, and, to the knowledge of Highlander, there are no grounds on which any such action, suit or proceeding might be commenced.

(f) There is no requirement for Highlander to make any filing with, give any notice to or obtain any consent or approval from any Governmental Body as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under (i) any contract, agreement or arrangement to which Highlander is a party or by which it is bound, or (ii) any applicable laws, to make any filing with, give any notice to, or to obtain the consent or approval of, any other Person relating to the transactions contemplated by this Agreement.

4.3 Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of:

(a) IRC or 1368445, it shall be deemed to refer to the actual knowledge of Jason Hynes and Randy Shefman in their respective roles as officers of IRC; and

(b) Highlander, it shall be deemed to refer to the actual knowledge of Daniel Earle and Tom Ladner in their respective roles as officers of Highlander.

4.4 Survival of the Representations and Warranties

(a) The representations and warranties set forth in Sections 4.1 and 4.2 shall survive the Closing

(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 IRC

IRC shall indemnify and save harmless Highlander from and against all losses suffered by it (but, for greater certainty, not for any indirect, consequential, incidental, exemplary, economic, special or punitive losses or damages, including loss of profits) resulting from (i) any inaccuracy or misrepresentation in any representation or warranty given by IRC in this Agreement, or (ii) any breach or non-performance by IRC of any covenant or obligation to be performed by it pursuant to this Agreement.

5.2 Indemnity by Highlander

Highlander shall indemnify and save harmless IRC from and against all losses suffered by it (but, for greater certainty, not for any indirect, consequential, incidental, exemplary, economic, special or punitive losses or damages, including loss of profits) resulting from (i) any inaccuracy or

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misrepresentation in any representation or warranty given by Highlander in this Agreement, or (ii) any breach or non-performance by Highlander of any covenant or obligation to be performed by it pursuant to this Agreement.

5.3 Continuing Obligation

This Article 5:

(a) is a continuing obligation, separate and independent from the Parties’ other obligations and survives the termination of this Agreement;

(b) is 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 a Party; and

(c) is in addition the right to pursue all other remedies available to a Party under this Agreement or at law or at equity, including specific performance.

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

Subject to Section 6.3(b), each of IRC and 1368445 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.

6.3 Actions to Complete Agreement

(a) Each Party agrees to take all such reasonable action as is within its power to control, and shall use reasonable commercial efforts to cause other actions to be taken which are not within its power to control, with a view to achieving compliance with all conditions set forth in Article 3 which are for the benefit of the other Party. The

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Parties will cooperate in providing such assistance as may be reasonably required in connection with the foregoing.

(b) Notwithstanding any other provision of this Agreement, Highlander acknowledges and agrees that each of IRC and 1368445 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.

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 Sandstorm;

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

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

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 Section 8.

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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

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 the 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) No public statement, press release or public disclosure respecting this Agreement (including without limitation, any SEDAR+ filings of this Agreement) shall be made by any Party or its Affiliates unless the Party (or Affiliate) making such disclosure has consulted with the other Parties within a reasonable amount of time prior to making such public statement, press release or public disclosure, and the Parties shall use reasonable commercial efforts to agree upon a text for such public statement, press release or public disclosure (or redactions in the case of any SEDAR+ filings) that is satisfactory to the Parties; provided that, this Section 8.6(c) shall not operate to prohibit any Party (or Affiliate) from issuing or making a public statement, press release or public disclosure where it is required to do so by applicable law.

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 IRC and 1368445:

International Royalty Corporation
Suite 500, 220 Bay Street
Toronto, Ontario
M5J 2W4

24 -

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

(ii) to Highlander:

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

Attention: [REDACTED - PERSONAL INFORMATION]
E-mail: [REDACTED - PERSONAL 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 INFORMATION]
E-mail: [REDACTED - PERSONAL INFORMATION]

(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.

25 -

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.

[The balance of this page is intentionally left blank]

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: Chief Executive Officer | INTERNATIONAL ROYALTY CORPORATION, in its capacity as Collateral Agent

By:
/ signed / "Paul Libner"
Name: Paul Libner
Title: Vice President and Treasurer |
| --- | --- |
| INTERNATIONAL ROYALTY CORPORATION

By:
/ signed / "Paul Libner"
Name: Paul Libner
Title: Vice President and Treasurer | 1368445 B.C. LTD.

By:
/ signed / "Paul Libner"
Name: Paul Libner
Title: Vice President and Treasurer |

ALL SCHEDULES REDACTED – COMMERCIALY
SENSITIVE INFORMATION

AI assistant

Highlander Silver Corp. — M&A Activity 2025

47613_rns_2025-12-29_24f43bd9-b898-48a5-ac64-bf0795ff1267.pdf

DEBT SETTLEMENT AND STREAM TERMINATION AGREEMENT

AMONG:

WHEREAS:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Currency

1.3 Headings

1.4 Extended Meanings

1.5 Statutory References

1.6 Calculation of Time

1.7 Schedules

ARTICLE 2 DEBT SETTLEMENT AND STREAM TERMINATION

2.1 Closing

2.2 Release and Discharge

2.5 Notice of Liquidation

ARTICLE 3 CONDITIONS PRECEDENT TO CLOSING

3.1 Conditions Precedent in Favour of Highlander

3.2 Conditions Precedent in Favour of IRC

ARTICLE 4

4.1 Representations and Warranties of IRC

4.2 Representations and Warranties of Highlander

4.3 Knowledge

4.4 Survival of the Representations and Warranties

ARTICLE 5

5.1 Indemnity by IRC

5.2 Indemnity by Highlander

5.3 Continuing Obligation

ARTICLE 6 COVENANTS

6.1 Notice of Breach

6.2 Transaction Documents

6.3 Actions to Complete Agreement

ARTICLE 8

GENERAL

8.1 Further Assurances

8.2 Time of the Essence

8.3 Fees and Expenses

8.4 Benefit of the Agreement

8.5 Entire Agreement

8.6 Confidentiality and Public Disclosure

8.7 Amendments and Waiver

8.8 Assignment

8.9 Severability

8.10 Notices

8.11 Governing Law

8.12 Dispute Resolution

8.13 Counterparts and Electronic Signatures

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Highlander Silver Corp. M&A Activity 2025