Jaguar Mining Inc. — M&A Activity 2023

Sep 19, 2023

THIS SHARE PURCHASE AGREEMENT is dated, August 1, 2023 (this "Agreement")

AMONG:

IAMGOLD CORPORATION, a corporation existing under the laws of Canada, registered under no. 1025698-6, registered office located 401 Bay Street Suite 3200 Toronto, Ontario, M5H 2Y4,

(the "Vendor Parent").

• and -

AGEM LTD., a corporation existing under the laws of Barbados, registered under no. 46205, registered office located The Business Centre, Upton, St. Michael, Barbados, West Indies,

(the "Vendor").

• and -

JAGUAR MINING INC., a corporation existing under the laws of the Province of Ontario, registered under no. 1591416, registered office located 100 King Street, 56th Floor, Toronto, Ontario, M5X 1C9,

(the "Purchaser").

RECITALS:

• A. The Vendor legally and beneficially owns and controls 210,500,000 ordinary shares (the "IAMGOLD Brasil Shares") in the capital of IAMGOLD Brasil Prospecçao Mineral Ltda., a company organized under the laws of Brazil ("IAMGOLD Brasil"), representing, 100% of the issued and outstanding share capital of IAMGOLD Brasil.
• B. The Vendor legally and beneficially owns and controls one (1) ordinary share (the "Agua Nova Shares", and collectively with the IAMGOLD Brasil Shares, the "Purchased Shares") in the capital of Agua Nova Pesquisas Minerais Ltda., a company organized under the laws of Brazil ("Agua Nova", and collectively with IAMGOLD Brasil, the "Company"), representing, 0.001% of the issued and outstanding share capital of Agua Nova.
• C. The Vendor has agreed to sell and assign (as applicable) to the Purchaser and the Purchaser has agreed to purchase and assume (as applicable) from the Vendor the Purchased Shares on the terms and conditions of this Agreement.
• D. An illustration of the proposed transaction is found at Schedule F hereto.
• E. Capitalized terms used herein but not defined have the meaning given to such terms in Schedule A hereto.

IN CONSIDERATION of the premises and the mutual agreements in this Agreement, and of other consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:

ARTICLE 1 PURCHASE AND SALE

1.1 Purchase and Sale

On the terms and subject to the conditions set forth in this Agreement, as of the Closing Date, the Vendor shall sell and transfer to the Purchaser the Purchased Shares, together with all rights and benefits attached or accruing to them.

1.2 Action by Vendor and Purchaser

The closing of the sale and purchase of the Purchased Shares (the "Closing") will take place electronically at 10:00 a.m. (Toronto time) (the "Closing Time") on the fifth Business Day following the date on which the last of the conditions set forth in Article 4 and Article 5 is satisfied or waived (other than those conditions that by their nature are not capable of being satisfied until the Closing Date), or on such other date or at such other time or place as the Vendor and Purchaser may agree in writing (the "Closing Date"). Notwithstanding the time or date of execution and delivery of this Agreement or any Related Document or the time or date of delivery of any payment pursuant to this Agreement, the Closing shall be deemed effective as of 12:01 a.m. on the Closing Date (the "Effective Time") and the Parties shall undertake to carry out all formalities required by the applicable Law in relation to the Transactions.

ARTICLE 2 PURCHASE PRICE

2.1 Purchase Price

The Purchaser shall pay the aggregate purchase price (the "Purchase Price") to the Vendor for the Purchased Shares which shall be (i) 6,331,713 common shares in the capital of the Purchaser that are fully paid and non-assessable and approved for the listing on the Toronto Stock Exchange that have an aggregate value of \$9,000,000, where the value of each common share was determined on the date hereof to be equal to the volume weighted average closing price per common share for the thirty (30) calendar days preceding the date hereof (the "Consideration Shares"), and (ii) the grant pursuant to the Royalty Agreement.

2.2 Closing Date Payment

At the Closing, the Purchaser will satisfy the Purchase Price by issuing the Consideration Shares to the Vendor by electronic deposit by the Purchaser of the Consideration Shares with CDS Clearing and Depository Services Inc. ("CDS") through the book-based system administered by CDS and such other documentation as may be required pursuant to this Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Vendor and Vendor Parent

The Vendor and the Vendor Parent jointly and severally represent and warrant to the Purchaser that the statements contained in Schedule B are true, correct and not misleading.

3.2 Representations and Warranties in Respect of the Company

The Vendor and the Vendor Parent jointly and severally represent and warrant to the Purchaser that the statements contained in Schedule C are true, correct and not misleading.

3.3 Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor that the statements contained in Schedule D are true, correct and not misleading.

3.4 Disclaimer of Other Representations and Warranties

Except as expressly set forth in Schedule B and Schedule C the Vendor and Vendor Parent make no representation or warranty, and there is no condition, in each case, express or implied, at Law, by statute or in equity, in respect of the Vendor, the Vendor Parent the Purchased Shares, the Transactions or the Company or any of its assets, liabilities, financial condition, prospects or operations, including with respect to merchantability or fitness for any particular purpose, and any such other representations, warranties or conditions are expressly disclaimed.

3.5 Survival of Representations and Warranties

• (a) All representations and warranties made by Parties in this Agreement, or any certificate delivered pursuant hereto, shall survive the Closing as follows:
• (i) the Fundamental Representations shall survive the Closing until the expiration of the applicable statute of limitations, which, notwithstanding such limitation period, shall not be less than a two-year period from the date on which the breach of the Fundamental Representation was discovered;
• (ii) all of the other representations and warranties in this Agreement, or any certificate delivered pursuant hereto, shall survive the Closing and continue for a period of twelve (12) months from the Closing Date; and
• (iii) after such periods, the Parties shall have no further liability hereunder with respect to such representations and warranties except with respect to Claims made within such periods in accordance with the terms of this Agreement.
• (b) Notwithstanding Section 3.5(a), any representation or warranty contained in this Agreement made by any Party or any information furnished by any Party that was made by such Party fraudulently shall survive until the expiry of the limitation period under applicable Law.

(c) The covenants in this Agreement that by their terms apply or are to be performed in whole or in part after the Closing shall survive for the period provided in such covenants and agreements, if any, or until fully performed.

ARTICLE 4 CONDITIONS IN FAVOUR OF THE PURCHASER

4.1 Purchaser's Conditions

The obligation of the Purchaser to complete the Closing is subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent.

• (a) Truth and Accuracy of Representations of Vendor and Vendor Parent at the Closing Time. All of the representations and warranties made by the Vendor and Vendor Parent in or pursuant to this Agreement that contain a qualifier as to materiality shall be true and correct in all respects as at the Closing Time (other than representations and warranties that are made as of a specific date, which representations and warranties shall be true and correct in all respects as of such date), and all other such representations and warranties shall be true and correct in all material respects (other than Fundamental Representations which shall be true and correct in all respects) as at the Closing Time and, in each case, with the same effect as if made at and as of the Closing Time.
• (b) Performance of Obligations. At the Closing Time, the Vendor and Vendor Parent shall have observed, performed or complied with, in all material respects, all of its obligations and covenants under this Agreement.
• (c) Receipt of Vendor Closing Documentation. The Purchaser shall have received the following (unless otherwise indicated), in form and substance satisfactory to the Purchaser, acting reasonably:
• (i) the relevant amendment to the Articles of Association of the Company, in such form as the Parties may mutually agree, as well as any other documents that may be necessary to resolve on (a) the assignment and transfer of all the Purchased Shares by the Vendor to the Purchaser; (b) the election of the members of the Company's administration and (c) the approval of the new Articles of Association of the Company, for implementation of the adjustments deemed relevant by the Purchaser, and the Vendor shall grant the broadest, fullest, general, irrevocable and irreversible discharge to the Company, to claim nothing more from it, in any capacity whatsoever, in or out of court ("Closing Amendment");

• (ii) a power of attorney to attorneys-in-fact to be appointed by the Purchaser, in such form as the Parties may mutually agree, to represent the Vendor before any federal, state and municipal public agency and before third parties, for purposes of complying with the provisions of this Agreement and to perform the acts necessary for the transfer of the Purchased Shares to the Purchaser;

• (iii) an officer's certificate of the Vendor containing certified copies of (A) the Organizational Documents of the Vendor and (B) all resolutions of the board of directors of the Vendor approving the entering into this Agreement, the transfer of the Purchased Shares and the applicable Related Documents and the completion of the Transactions;

• (iv) a certificate of compliance with respect to each of the Vendor and the Vendor Parent dated as of the Closing Date;
• (v) if requested by the Purchaser, duly executed resignation and mutual release letters, effective as of the Closing, of applicable individuals who are a director, officer or Employee of the Company;
• (vi) the Books and Records of the Company;
• (vii) the net smelter returns royalty agreement, substantially in the form attached as Exhibit 4.1(c)(vii) to this Agreement (the "Royalty Agreement"), duly executed by the Vendor;
• (viii) an updated share register of the Company which lists the Purchaser as the owner of the Purchased Shares;
• (ix) a title opinion from a highly reputable Brazilian law firm addressed to and acceptable to the Purchaser regarding all of the Company's mineral properties in Brazil; and
• (x) all such other documentation or evidence as is reasonably necessary to establish the consummation of the Transactions and the taking of all required corporate proceedings by the Vendor in connection with the Transactions.
• (d) Key Regulatory Approvals. Each of the Key Regulatory Approvals shall have been obtained on terms acceptable to the Purchaser, acting reasonably.
• (e) No Proceedings. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Transactions.
• (f) No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect that has not been cured.
• (g) Prospectus and Registration Exemptions. The issuance and distribution of the Consideration Shares and the Royalty Agreement by the Purchaser shall be exempt from any applicable prospectus and securities registration requirements.
• (h) Due Diligence Review. The Vendor and the Company will allow the Purchaser and its representatives, advisors and legal counsels, for a period not to exceed thirty (30) calendar days following the date of this Agreement (the "Due Diligence Review Date"), the opportunity to conduct due diligence only in respect of legal and financial matters which the Purchaser may reasonably require to be conducted

prior to the Due Diligence Review Date. The Purchaser shall, in its sole discretion, acting reasonably, be satisfied with its due diligence review in respect of material matters related to legal and financial affairs of the Company.

ARTICLE 5 CONDITIONS IN FAVOUR OF THE VENDOR

5.1 Vendor's Conditions

The obligation of the Vendor to complete the Closing shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent.

• (a) Truth and Accuracy of Representations of the Purchaser at the Closing Time. The representations and warranties of the Purchaser made in or pursuant to this Agreement that contain a qualifier as to materiality shall be true and correct in all respects, and all other such representations and warranties shall be true and correct in all material respects (other than Fundamental Representations which shall be true and correct in all respects) as at the Closing Time (other than representations and warranties that are made as of a specific date, which representations and warranties shall have been true and correct in all material respects as of such date) and with the same effect as if made at and as of the Closing Time.
• (b) Performance of Obligations. The Purchaser shall have observed, performed or complied with, in all material respects, all of its obligations and covenants under this Agreement.
• (c) Receipt of Purchaser Closing Documentation. The Purchaser has executed and delivered to the Vendor (unless otherwise indicated), the following, in form and substance satisfactory to the Vendor, acting reasonably:
• (i) an officer's certificate of the Purchaser containing certified copies of (A) the Organizational Documents of the Purchaser and (B) all resolutions of the board of directors of the Purchaser approving the entering into this Agreement, the authorization and issuance of the Consideration Shares, and the applicable Related Documents and the completion of the Transactions;
• (ii) a certificate of status, compliance, good standing or similar certificate with respect to the Purchaser issued by the appropriate government officials of its respective jurisdiction of incorporation dated as of the Closing Date, including reports on reporting issuer status of the Purchaser;
• (iii) the Purchase Price being: (A) the issuance of the Consideration Shares to the Vendor; and (B) the Royalty Agreement executed by the Purchaser;

• (iv) the Closing Amendment duly executed by the Purchaser;

• (v) duly executed resignation and mutual release letters effective as of Closing, from all officers, directors and Employees of the Company and its subsidiaries, as applicable;

• (vi) offer(s) of employment from the Purchaser (or an affiliate thereof) to any Employees that the Purchaser desires to be rehired or retained, at the sole discretion of the Purchaser, on terms that are expected to be no less favourable than their prior employment arrangements yet are acceptable to the Purchaser and are generally consistent with the Purchaser's other compensation arrangements for its personnel in Brazil in comparable jobs and positions and are generally consistent with market rates; and
• (vii) all such other documentation or evidence as is reasonably necessary to establish the consummation of the Transactions and the taking of all required corporate proceedings by the Purchaser in connection with the Transactions.
• (d) Key Regulatory Approvals. Each of the Key Regulatory Approvals shall have been obtained on terms acceptable to the Vendor, acting reasonably.
• (e) No Proceedings. There shall not be in effect on the Closing Date any Order or Law restraining, restricting, enjoining or otherwise prohibiting or making illegal the consummation of the Transactions.
• (f) Prospectus and Registration Exemptions. The transfer and sale of the Purchased Shares by the Vendor and the Vendor Parent shall be exempt from any applicable prospectus and securities registration requirements.

ARTICLE 6 INDEMNIFICATION

6.1 Purchaser Indemnification by the Vendor and Vendor Parent

The Vendor or Vendor Parent, as applicable, shall indemnify and save harmless the Purchaser, the Purchaser and each of their Representatives (collectively, the "Purchaser Indemnified Parties") from and against any and all Loss which any of the Purchaser Indemnified Parties may suffer or incur as a result of, in respect of or arising out of:

• (a) any breach of a representation or warranty of the Vendor or the Vendor Parent as set forth in this Agreement; and
• (b) any breach of any covenant or agreement of the Vendor or the Vendor Parent set forth in this Agreement; and
• (c) any Claims relating to Employees who do not accept the Purchaser's offers of employment.

6.2 Vendor Indemnification by the Purchaser

The Purchaser shall indemnify and hold harmless the Vendor, the Vendor Parent and each of their Representatives (collectively, the "Vendor Indemnified Parties"), from and against all Loss which any of the Vendor Indemnified Parties may suffer or incur as a result of, in respect of or arising out of:

• (a) any breach of a representation or warranty of the Purchaser as set forth in this Agreement; and
• (b) any breach of any covenant or agreement of the Purchaser set forth in this Agreement.

6.3 Procedure for Indemnification

Within a reasonable period of time after the occurrence of any event giving rise to a Claim by any of the Purchaser Indemnified Parties or any of the Vendor Indemnified Parties entitled to indemnification pursuant to this Article 6 (an "Indemnified Party"), which might give rise to indemnification hereunder, the Indemnified Party will deliver to the Party from which indemnification is sought (the "Indemnifying Party") a certificate (the "Certificate"), outlining in reasonable detail the Losses and basis for such Claim.

6.4 Payment of Claims

Once the amount of a Claim (the "Claim Amount") has been detailed by the Indemnified Party in accordance with Section 6.3 and the Claim Amount has been agreed to by the Indemnifying Party, then, subject to the limitations contained in this Article 6, the Indemnifying Party will pay the Claim Amount within ten (10) days of the determination of the Claim Amount, to the Indemnified Party by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment. If the Indemnified Party and the Indemnifying Party do not agree on the Claim Amount, and if the Claim Amount is less than \$750,000, then the Parties agree to seek to resolve the dispute or controversy through expedited arbitration by ADR Chambers (www.adrchambers.com) using the ADR Chambers Expedited Arbitration Rules. The Parties agree that the ADR Chambers Expedited Arbitration Rules give the Parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Toronto, Ontario and shall proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario). Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. If the Claim Amount is alleged to be greater than \$750,000, then the Parties agree to seek to resolve the dispute or controversy through the Courts of the Province of Ontario, as per Subsection 9.1(b) below.

6.5 Indemnification for Third Party Claims

(a) In the case of Claims made by a third party with respect to which indemnification is sought, the Indemnified Party will give prompt written notice in the form of a Certificate, and in any event within thirty (30) days, to the Indemnifying Party of any such Claims made upon it, provided that in the event of a failure to give such notice such failure will not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of such Claim or increased the amount of liability or cost of defence.

• (b) The Indemnifying Party will have the right, by written notice to the Indemnified Party given not later than thirty (30) days after receipt of the notice described in Section 6.5(a), to participate in or assume control of the investigation and defence of the Claim (excluding any third party Claims relating to a mining Governmental Authorization, for which the Purchaser will always be entitled assume control), provided that such assumption will, by its terms, be without cost to the Indemnified Party. The Indemnifying Party will not, except with the consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), make any admission of liability or enter into any settlement that (i) is not entirely indemnifiable by the Indemnifying Party pursuant to this Section 6.5, (ii) requires the Indemnified Party to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Claim or waive any rights that the Indemnified Party may have against the Person making the Claim and (iii) does not include as a term thereof the giving by the Person or Persons asserting such Claim to all Indemnified Parties of an unconditional release from all liability with respect to such Claim or consent to entry of any judgment.
• (c) So long as the Indemnifying Party, acting reasonably, is contesting any such Claim, the Indemnified Party will not pay (unless advance payment prior to resolution of the Claim is required by applicable Law and such advance payment will not prejudice the Indemnifying Party's contestation of the Claim) or settle any such Claim. Notwithstanding the foregoing, the Indemnified Party will have the right to pay or settle any such Claim, provided that in such event it will waive any right to indemnity therefor by the Indemnifying Party for such Claim unless the Indemnifying Party has consented to such payment or settlement or unless such payment was required to be advanced by applicable Law and will not prejudice the Indemnifying Party's contestation of the Claim or the payment can not be challenged under applicable Law.
• (d) Upon the assumption of control of any Claim by the Indemnifying Party, as set out in Section 6.5(b), the Indemnifying Party will diligently proceed with the investigation and defence at its sole expense, including the employment of counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate in good faith in the investigation and defence of such Claim, even if the investigation and defence have been assumed by the Indemnifying Party, and may participate in such investigation and defence assisted by counsel of its own choice at its own expense. At the written request of the Indemnified Party, the Indemnifying Party shall promptly provide the Indemnified Party with copies of all relevant correspondence, documents and such other information, in each case that relates to the third party Claim, as may be reasonably requested by the Indemnified Party.

6.6 Exclusive Remedy

Subject to Section 10.1, the indemnities provided in Section 6.1 and Section 6.2 and termination of this Agreement in accordance with Section 7.1 constitute the sole and exclusive remedies of the Purchaser, the Vendor, or the Vendor Parent, respectively, as applicable, against a Party in the event of any breach of a representation, warranty, covenant or agreement of such Party contained in this Agreement or any Related Document.

6.7 Tax Status of Indemnification Payments

Any payment made by the Vendor pursuant to this Article 6 will constitute a reduction of the Purchase Price and any payment made by the Purchaser pursuant to this Article 6 will constitute an increase in the Purchase Price.

6.8 General Limitations

• (a) No Party shall be liable hereunder:
• (i) for any Loss which arises solely by reason of a proposed or actual enactment or change of any applicable Tax legislation or any proposed or actual change in the interpretation or administration of such legislation after the date hereof;
• (ii) for any Loss that arises as a result of any legislation not in force on the date hereof which takes effect retrospectively or occurs as a consequence of a change in the interpretation of the law after the date hereof;
• (iii) in respect of any matter or thing done at the express direction or with the written consent of the other Party;
• (iv) in respect of more than one representation, warranty, covenant, agreement or indemnity that relates to the same matter or thing; or
• (v) for any Loss to the extent arising from a change in the accounting policies or practices of the Purchaser after the Closing from those of the Company in respect of the business of the Company prior to Closing.
• (b) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.1 or Section 6.2, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Sections 6.1 or Section 6.2 exceeds \$100,000 (the "Deductible"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. Notwithstanding the foregoing, the Deductible will not apply to a claim for indemnification for Losses pursuant to a breach of any Fundamental Representation.
• (c) The aggregate amount of all Losses for which an Indemnifying Party shall be liable under Sections 6.1, or Section 6.2, as applicable to an Indemnified Party, and such liability shall not exceed \$750,000. Notwithstanding the foregoing, the aggregate

amount of Losses for which the Indemnifying Party shall be liable as a result of a breach of any Fundamental Representation or as a result of a fraud shall not exceed the Purchase Price.

• (d) Payments by an Indemnifying Party under Section 6.1 or Section 6.2 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim.
• (e) Payments by an Indemnifying Party under Section 6.1 or Section 6.2 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party.
• (f) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, exemplary, incidental, consequential, special or indirect damages, including loss of future revenue, profit or income, loss of use, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.
• (g) Neither the Vendor nor the Vendor Parent shall be liable under this Article 6 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Vendor or Vendor Parent, as applicable, if the Purchaser had knowledge of such inaccuracy or breach before the Closing.

ARTICLE 7 TERMINATION

7.1 Termination

This Agreement may be terminated on or prior to the Closing:

• (a) by the written agreement of the Purchaser and the Vendor;
• (b) subject to Section 8.9, by the Purchaser if the Purchaser is not satisfied, in all material respects, with the due diligence review conducted in Section 4.1(h);
• (c) by either the Purchaser or the Vendor if the Closing Date has not occurred or on before the Outside Date; or
• (d) by either the Purchaser or the Vendor if, after the date of this Agreement, any Law or Order has come into effect that prohibits or makes illegal the consummation of the Transactions,

in each case, with immediate effect upon delivery of written notice of termination or upon entering into a mutual agreement, as the case may be.

7.2 Effect of Termination

If this Agreement is terminated by the Vendor or the Purchaser pursuant to Section 7.1, all further obligations of the Parties under this Agreement shall terminate immediately except:

• (a) if this Agreement is terminated by the Purchaser on the one hand or the Vendor on the other because of breach of this Agreement by the other Party, the terminating Party's right to pursue all legal remedies shall survive such termination unimpaired; and
• (b) that the provisions of Article 7 [Termination], Section 8.3 [Confidentiality] and Article 10 [General] shall survive such termination and continue in full force and effect.

ARTICLE 8 COVENANTS

8.1 Conduct of Business Prior to Closing

• (a) During the period from the date of this Agreement to the Closing Time, except (i) as otherwise expressly contemplated or permitted by this Agreement, including the actions described in Schedule G hereto, (ii) for actions or inactions pursuant to any Law or Order imposed by any Governmental Authority, (iii) as required by Law, or (iv) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned, or delayed), the Vendor shall and shall cause the Company:
• (i) to conduct the business of the Company in the Ordinary Course;
• (ii) to use commercially reasonable efforts to maintain and preserve intact the current business organization, goodwill, employment relationships and business relations with Persons having material business relationships with the Company;
• (iii) to comply in all material respects with all applicable Laws affecting the Company and the operation of the business of the Company;
• (iv) to not take or omit to take any action that would reasonably be expected to result in a Material Adverse Effect;

8.2 Access for Investigation

From the date hereof until the earlier of the Closing and the termination of this Agreement pursuant to its terms, subject to the Vendor's receipt of reasonable prior notice from the Purchaser and to compliance with applicable Laws, the Vendor shall permit, and shall cause the Company to permit, the Purchaser and its Representatives, between the date of this Agreement and the Closing Time, under the supervision of the Vendor's personnel, if applicable, to have reasonable access during normal business hours to the Books and Records and provide the Purchaser with such information relating to the business of the Company, the Purchased Shares as the Purchaser may reasonably request.

8.3 Confidentiality

From and after the date hereof and subject to the Closing, the Parties shall, and shall cause each of their respective Affiliates and each of its and their respective Representatives to, keep confidential all information relating to the Transaction, this Agreement and the Company (including all Personal Information of the Employees), other than information that (i) is part of the public domain, (ii) becomes part of the public domain on or after the Closing Date other than as a result of a breach of these provisions by any of the Parties, (iii) was received in good faith after the Closing from an independent person who was lawfully in possession of such information free of any obligation of confidentiality, or (iv) the Purchaser or Vendor Parent or any of their respective Affiliates is required to disclose pursuant to applicable Law or stock exchange rules.

8.4 Lock-Up

The Vendor hereby agrees to hold and to not transfer or trade the Consideration Shares for a period of twelve (12) months following the Closing Date. In addition, the Vendor or Vendor Parent shall notify the Purchaser if the Vendor or Vendor Parent intends to sell all or any of the Consideration Shares and the Vendor or Vendor Parent shall reasonably inform the Purchaser about the intended transaction(s). Notwithstanding the above and subject to available prospectus exemptions pursuant to National Instrument 45-106 Prospectus Exemptions, the Vendor may transfer or trade the Consideration Shares to the Vendor Parent or any subsidiary of the Vendor Parent at any time.

8.5 Regulatory Approvals

As soon as reasonably practicable after the date hereof, each Party, or where appropriate, the applicable Parties jointly, shall make all notifications, filings, applications and submissions with Governmental Authorities required or advisable, and shall use its commercially reasonable efforts to obtain and maintain the Regulatory Approvals.

8.6 Preservation of Records

The Purchaser shall take all reasonable steps to preserve and keep the Books and Records for a period of six (6) years from the Closing Date or for any longer period as may be required by any Law or Order or to give effect to this Agreement, and shall make such Books and Records available to the Vendor on a timely basis, as may be reasonably requested by the Vendor in connection with the Vendor's rights or obligations under this Agreement or the Related Documents or relating to any inquiries, investigations or Proceedings of or before any Governmental Authority with jurisdiction over the Vendor.

8.7 Public Notices

a) No press release, public statement or announcement or other public disclosure with respect to this Agreement or the transactions contemplated in this Agreement may be made except with the prior written consent of the Parties, or if required by Law, a Governmental Authority or stock exchange upon which the securities of the Vendor or the Purchaser or its Affiliates may then be listed. Where the public disclosure is required by Law, a Governmental Authority or stock exchange upon which the securities of the Vendor or the Purchaser or its respective Affiliates may then be listed, the Party required to make the public disclosure will use its commercially reasonable efforts to obtain the approval of the other Party as to the form, nature and extent of such disclosure and where prior consultation with the other Parties is not practicable to meet timely disclosure obligations of any Party under applicable Laws, a copy of such disclosure shall be provided to the other Parties as soon as is reasonably practicable.

b) In regard to the paragraph immediately above, the Parties hereby acknowledge that the Purchaser: (i) will, upon review and agreement by the Vendor, acting reasonably, disseminate a press release regarding this Agreement on the date hereof, or the morning after; (ii) will file such press release on SEDAR; (iii) will, upon review and agreement by the Vendor, acting reasonably, disseminate a press release regarding the consummation of the Transactions on the Closing Date, or the morning after; (iv) will file such press release on SEDAR; (v) will file a material change report on SEDAR regarding the Agreement and the completion of the Transactions; and (vi) will file this Agreement on SEDAR as a material contract.

8.8 Excluded Assets

In addition to the assets described in Schedule G hereto, the Purchaser acknowledges and agrees that all monies owed to IAMGOLD Brasil prior to the Closing Date with respect to royalty payments as referred to in the to Asset Purchase Agreement and Net Smelter Return Agreement, each dated March 25, 2019 between Mineração Serras do Oeste Limitada, Jaguar Mining Inc., Mineração Alto Palmital S/A, PST Empreendimentos e Participações Ltda, Samura Empreendimentos e Participações Ltda., and Hélcio Roberto Martins Guerra, as amended pursuant to the First Amendment to the NSR Agreement, dated November 4, 2022, if received within 90 days of the Closing Date by either IAMGOLD Brasil, the Purchaser, or any of their affiliates, will be forwarded and directed, in full, to the accounts of the Vendor with five (5) Business Days of receipt of payment.

8.9 Notice and Cure Provisions

The Purchaser will give prompt notice to the Vendor and Vendor Parent, at any time from the date hereof until the Due Diligence Review Date of any event or state of facts which occurrence or failure would, or would be likely to result in the failure to: (i) consummate the Transaction; or (ii) satisfy its due diligence review pursuant to Section 4.1(h).

The Purchaser may not exercise its rights to terminate this Agreement pursuant to Section 7.1(b) unless the Purchaser has delivered a written notice to the Vendor and Vendor Parent specifying in reasonable detail the matters which the Purchaser is asserting as the basis for termination right. If any such notice is delivered, the Purchaser may not terminate this Agreement until the expiration of a period of ten (10) Business Days from the Due Diligence Review Date, and then only if such matter has not been cured by such date.

ARTICLE 9 INTERPRETATION

9.1 Certain Rules of Interpretation

In this Agreement:

• (a) Currency Unless otherwise specified, all references to money amounts are to lawful currency of United States of America.
• (b) Governing Law – This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Ontario. In any Claim or proceeding among or between any of the Parties arising out of or relating to this Agreement, each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Courts of the Province of Ontario.
• (c) Headings Headings of Articles and Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.
• (d) Including Where the word "including" or "includes" is used in this Agreement, it means "including (or includes) without limitation".
• (e) No Strict Construction The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
• (f) Number and Gender Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
• (g) References to Company Unless the context otherwise requires, references to the "Company" shall be deemed to refer to IAMGOLD Brasil and Agua Nova.
• (h) Severability If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances.
• (i) Statutory references A reference to a statute includes all regulations and rules made pursuant to such statute and, unless otherwise specified, the provisions of any statute, regulation or rule which amends, supplements or supersedes any such statute, regulation or rule.
• (j) Time Time is of the essence in the performance of the Parties' respective obligations.

(k) Time Periods – Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

9.2 Entire Agreement

This Agreement and the Related Documents constitute the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions and agreements among the Parties in connection with the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise.

ARTICLE 10 GENERAL

10.1 Specific Performance

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, the Parties acknowledge and hereby agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party or Parties will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable).

10.2 Non-Waiver and Costs

No waiver hereunder is valid or binding unless set forth in writing and duly executed by the Parties to be bound thereby. No waiver of any condition or other provisions, in whole or in part, shall constitute a waiver of any other condition or provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Except as otherwise provided in this Agreement each Party shall pay all costs and expenses (including the fees and disbursements of legal counsel and other advisers) it incurs in connection with the negotiation, preparation and execution of this Agreement, the Related Documents and the Transactions, whether or not the Closing occurs.

10.3 Notices

Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a "Notice") shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by e-mail:

(a) in the case of a Notice to the Vendor or the Vendor Parent, at:

IAMGOLD Corporation

401 Bay Street, #3200 Toronto, Ontario, M5H 2Y4

Attention: Email: Timothy Bradburn [Redacted - confidential information]

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

Fasken Martineau DuMoulin 333 Bay Street, Suite 2400 Bay Adelaide Centre Toronto, Ontario, M5H 2T6

Attention: Alex Nikolic Email: anikolic@fasken.com

(b) in the case of a Notice to the Purchaser, at:

Mineração Serras Do Oeste Eireli

323 Levindo Lopes street – offices at 4th to 9th floors and at 11th to 13th floors – Belo Horizonte City, State of Minas Gerais, Brazil

Jaguar Mining Inc.

100 King Street, 56th Floor Toronto, Ontario, M5X 1C9

Attention: Hashim Ahmed, Chief Financial Officer Email: [Redacted - confidential information]

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

Miller Thomson LLP 40 King Street West, Suite 5800 Toronto, Ontario, M5H 4A9

Attention: Geoff Clarke Email: gclarke@millerthomson.com

Any Notice delivered to a Party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.

Any Party may, from time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Section.

10.4 Assignment

No Party may assign this Agreement or any of the benefits, rights or obligations under this Agreement or enter into any participation agreement with respect to the benefits under this Agreement without the prior written consent of each of the other Parties.

10.5 Enurement

This Agreement enures to the benefit of and is binding upon the Parties and their respective heirs, executors, personal legal representatives, successors (including any successor by reason of amalgamation of any Party) and permitted assigns.

10.6 Amendment

No amendment, supplement, modification or waiver hereunder or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, is valid or binding unless set forth in writing and duly executed by the Parties to be bound thereby.

10.7 Further Assurances

• (a) The Parties shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the Transactions, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions, whether before or after the Closing.
• (b) The Parties shall, in negotiating this Agreement and exercising their respective rights and complying with their respective obligations under this Agreement (including when conducting any discussions or negotiations arising out of the application of any provisions of this Agreement or exercising any discretion under them), at all times act in good faith.
• (c) The Parties acknowledge and agree that the structure of the Transactions may be modified by mutual written consent of the Parties to address any tax, legal or regulatory considerations.

10.8 Execution and Delivery

This Agreement may be executed and delivered by the Parties in counterparts and may be executed and delivered by any electronic means, including email, portable document format (PDF) and DocuSign, which when so executed and delivered shall be an original, and such counterparts shall together constitute one and the same agreement.

[The two next pages are the signature pages.]

The Parties have executed this Agreement as of the date first written above.

VENDOR PARENT: IAMGOLD CORPORATION

By: Tim Bradburn

Name: Tim Bradburn Title: SVP, General Counsel and Corporate Secretary

VENDOR: AGEM LTD.

By:

Name: Tricia Gittens

Title: Director

The Parties have executed this Agreement as of the date first written above.

VENDOR PARENT: IAMGOLD CORPORATION

By:

Name: Tim Bradburn Title: SVP, General Counsel and Corporate Secretary

VENDOR: AGEM LTD.

By: Tricia Gittens

Name: Tricia Gittens

Title: Director

The Parties have executed this Agreement as of the date first written above.

PURCHASER: JAGUAR MINING INC.

By: Vernon Baker

Name: Vernon Baker Title: Chief Executive Officer

SCHEDULE A

DEFINED TERMS

"Affiliate" of any Person means, at the time such determination is being made, any other Person controlling, controlled by or under common control with such first Person, in each case, whether directly or indirectly, and "control" and any derivation of that term means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities or otherwise.

"Agreement" means this Share Purchase Agreement, including all schedules and exhibits, and all amendments or restatements, as permitted, and references to "Article" or "Section" mean the specified Article or Section of this Agreement.

"Books and Records" means books and records of the Company, including financial, corporate, operations and sales books, records, books of account, sales and purchase records, lists of suppliers and customers, human resources records, all email and electronic communications records of the Company's directors/officers/Employees, formulae, business reports, plans and projections and all other documents, surveys, plans, files, records, assessments, correspondence, scientific information, technical information, geological information, metallurgical information, engineering information, intellectual property, any information related to the Pitangui Project (and any other mineral properties described in Schedule E hereto), and other data and information, financial or otherwise, including all data, information and databases stored on computer-related or other electronic media.

"Business Day" means any day, other than a Saturday or Sunday, on which commercial banks located in Toronto, Ontario, Bridgetown, Barbados, or Belo Horizonte, Brazil are open for banking business during normal banking hours.

"Claims" means claims, demands, complaints, grievances, actions, applications, suits, causes of action, Orders, charges, indictments, prosecutions, information or other similar processes, assessments or reassessments, judgments, debts, liabilities, expenses and costs.

"Consent" means any consent, approval, authorization, Order, filing, exemption, registration, qualification or waiver of or with, or notification to, any Person.

"Contracts" means contracts, licences, leases, agreements, obligations, promises, undertakings, understandings, arrangements, documents, commitments, entitlements or engagements as currently amended to which the Company is a party or by which it is bound (in each case, whether written or oral, express or implied), and includes any quotations, orders, proposals or tenders which remain open for acceptance and warranties and guarantees, and includes any collective agreement or letter of understanding with any trade union or association which may qualify as a trade union.

"Disclosure Letter" means the disclosure letter delivered by the Vendor to the Purchaser on the date of this Agreement.

"Employees" means individuals employed by the Company.

"Encumbrances" means pledges, liens, charges, security interests, leases, title retention agreements, mortgages, options, royalty, adverse claims, assignment by way of security or trust, arrangement for the purpose of providing security, easement, or encumbrances of any kind or character whatsoever (or an agreement or commitment to create any of the same).

"Environmental Laws" means Laws relating to the protection of the environment and human health or safety, and includes Laws relating to any sewer system and to the storage, generation, use, handling, manufacture, processing, labelling, advertising, sale, display, transportation, treatment, reuse, recycling, release and disposal of, and exposure to, hazardous substances.

"Financial Statements" means the financial statements of the Company as at and for the financial year ended December 31, 2022.

"Fundamental Representations" means the representations and warranties set forth in:

• sections (a) (Incorporation and Corporate Power), (b) (Due Authorization and Enforceability of Obligations), and (c) (Right to Sell) of Schedule B;
• sections (a) (Incorporation and Corporate Power), (b) (Capitalization), (c) (Due Authorization and Enforceability of Obligations), (j) (Title) , and (q) (Scientific and Technical Information about the Pitangui Project) of Schedule C; and
• sections (a) (Incorporation and Corporate Power), (b) (Due Authorization and Enforceability of Obligations), (f) (No Broker), and (k) (Consideration Shares) of Schedule D.

"Governmental Authority" means (a) any court, tribunal, judicial body or arbitral body or arbitrator, (b) any domestic or foreign government or supranational body or authority whether multinational, national, federal, provincial, territorial, state, municipal or local and any governmental agency, governmental authority, governmental tribunal or governmental commission of any kind whatsoever, (c) any law enforcement authority, governmental agency, governmental body, governmental tribunal or governmental commission of any kind whatsoever, (d) any subdivision or authority of any of the foregoing, (e) any quasi-governmental or private body or public body exercising any regulatory, administrative, expropriation or taxing authority under or for the account of any of the above, (f) any stock exchange or (g) any public utility authority.

"Governmental Authorizations" means authorizations, approvals, including Orders, licences or permits issued to the Company by or from any Governmental Authority.

"IFRS" means International Financial Reporting Standards.

"Indebtedness" means, as of a specified date, the following obligations (whether or not then due and payable and without duplication), to the extent they are obligations of the Company or guaranteed by the Company, including through the grant of a security interest upon any assets of the Company:

• (a) all outstanding indebtedness for borrowed money, whether or not contingent, owed to third parties, including for greater certainty, any such indebtedness owed to an Interested Party;
• (b) all accrued interest payable with respect to Indebtedness; and
• (c) all obligations evidenced by notes, bonds, debentures or other similar instruments (whether or not convertible) or arising under indentures, including, in each case, accrued but unpaid interest thereon.

"Pitangui Project" means the Pitangui project located in Brazil, as described in the technical report titled "Independent Technical Report for the São Sebastião Gold Deposit, Pitangui Gold Project, Brazil" by SRK Consulting (Canada) Inc. dated January 27, 2020 and filed on SEDAR by the Vendor Parent on February 5, 2020.

"Key Regulatory Approvals" means the orders, permits, approvals, consents, waivers, licenses or similar authorizations of any Governmental Authority listed in Schedule 4.1(d) of the Disclosure Letter that are required by Law to complete the Transactions and such other approvals agreed to by the Parties in writing.

"Law" means currently existing applicable laws (including common law or civil law), statutes, by-laws, rules, regulations, Orders, ordinances, judgments, awards or requirements, in each case of any Governmental Authority having the force of law.

"Loss" means the amount of any loss, damage, claim, cost or expense whatsoever resulting from or arising out of any claim, demand, action, suit or proceeding including the costs and expenses of any action, suit, proceeding, demand, assessment, reassessment, judgment, settlement or compromise relating thereto and all interest, fines and penalties and reasonable legal fees and expenses and actual reasonable accounting, consultant or advisor expenses incurred in connection therewith, but reduced by any recovery, settlement or otherwise pursuant to any claim, recovery, settlement or payment by or against any third party.

"Material Adverse Effect" means any state of facts, event, change, effect or circumstance (each, an "Effect") that, individually or in the aggregate with any other Effect, has or would be expected to have a material adverse effect on (i) the financial condition, assets, liabilities or operations of the Company, taken as a whole, or (ii) the ability of the Vendor to consummate the Transactions.

"Material Contracts" means Contracts, excluding purchase orders, involving aggregate payments to or by the Company in any fiscal year in excess of \$500,000, and involving rights or obligations of the Company that may reasonably extend beyond one (1) year and which do not terminate or cannot be terminated by the Company without penalty on less than three (3) months' notice.

"Orders" means orders, injunctions, judgments, administrative complaints, decrees, rulings, awards, assessments, directions, instructions, penalties or sanctions issued, filed or imposed by any Governmental Authority or arbitrator.

"Ordinary Course", means, with respect to an action by any Person, that the action is consistent with the past practices of such Person, or its business, and is taken in the ordinary course of normal day-to-day operations of such Person or its business.

"Organizational Documents" means, with respect to an entity, inter alia its certificate of incorporation, notice and/or articles of incorporation or amalgamation, bylaws, articles of association, memorandum of association, certificate of trust, trust agreement, partnership agreement, limited partnership agreement, shareholders' agreement, joint venture agreement, certificate of formation, limited liability company agreement, deed of incorporation or operating agreement, or other similar instrument, as applicable, in each case, including all amendments thereto as applicable.

"Outside Date" means three (3) months from the date of this Agreement, subject to the right of any of the Parties to postpone the Outside Date for up to an additional thirty (30) days if one or more of the Key Regulatory Approvals has not been obtained in sufficient time to allow the Effective Time to occur by three (3) months from the date of this Agreement. A Party shall not be permitted to postpone the Outside Date if the failure to obtain a Key Regulatory Approval is the result of such Party's breach of its obligations under this Agreement with respect to obtaining such Key Regulatory Approval.

"Parties" means the Vendor, Vendor Parent and the Purchaser collectively, and "Party" means any one of them.

"Permitted Encumbrances" means:

• (a) registered servitudes, easements, restrictions, rights of way and other similar rights in real property or any interest therein, provided: (i) the same are not of such nature as to materially restrict, limit, impair or impede the use of the property subject thereto; and (ii) each such encumbrance has been complied with and is in good standing;
• (b) undetermined or inchoate liens, charges and privileges incidental to current construction or current operations and statutory liens, charges, adverse claims, security interests or encumbrances to which any Governmental Authority may be entitled that have not at the time been filed or registered against the title to the asset or served upon the owner or lessee of the property subject thereto pursuant to Law and that relate to obligations not due or delinquent;
• (c) any restrictions on transfer of shares of the Company as contained in the Organizational Documents of the Company, as applicable;
• (d) the reservations in any original grants from a Governmental Authority of any real property or interest therein and statutory exceptions to title;
• (e) defects or irregularities in title to any real property which are of a minor nature and do not affect the assignment, use or value of the real property affected thereby and provided the same have been complied with in all material respects to the Closing Date; and
• (f) those Encumbrances set out on Schedule B hereto.

"Person" means any individual, sole proprietorship, partnership, limited liability company, unlimited liability company, firm, fund, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.

"Personal Information" means information in the possession or under the control of the Vendor or the Company about an identifiable individual.

"Proceeding" means any investigation (including any audit or examination), action, claim, suit or proceeding (public or private) by or before a Governmental Authority.

"Regulatory Approvals" means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Authority, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Authority, in each case required or advisable under Laws in connection with the transactions contemplated by this Agreement, including the Key Regulatory Approvals.

"Related Documents" means each other Contract, document, instrument or certificate other than this Agreement that is (a) contemplated by this Agreement, or (b) to be executed by the Purchaser, Vendor, Vendor Parent and/or Company in connection with the consummation of the Transactions.

"Representative" means, with respect to any Person, any director, officer or employee of such Person and any agent, consultant, legal, accounting, financial or other advisor or other representative authorized by such Person to represent or act on behalf of such Person.

"Tax Returns" means all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes.

"Taxes" means any taxes, duties, fees, premiums, assessments, imposts, levies and other similar charges of any kind whatsoever imposed by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, use, valueadded, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and any government pension plan premiums or contributions.

"Transactions" means the transactions contemplated by this Agreement and the Related Documents.

SCHEDULE B REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND VENDOR PARENT

(a) Incorporation and Corporate Power – Each of the Vendor and Vendor Parent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has not been discontinued or dissolved under such Laws.

(b) Due Authorization and Enforceability of Obligations;

• (i) The Vendor and the Vendor Parent have all necessary corporate power, authority and capacity to enter into this Agreement and each Related Document to which each is a party, to carry out their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
• (ii) This Agreement has been, and each Related Document to which the Purchaser is a party will on Closing be, duly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Related Document to which the Vendor and the Vendor Parent is a party will on the Closing constitute, a valid and binding obligation of the Vendor and the Vendor Parent enforceable against each in accordance with its terms, subject, in each case, to bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of the rights of creditors generally or by general principles of equity (whether considered at Law or in equity) (the "Enforceability Exception").
• (c) Right to Sell The Vendor is the sole registered and beneficial owner of the Purchased Shares. Upon the delivery of and payment for the Purchased Shares at the Closing as provided in this Agreement, the Vendor shall transfer to the Purchaser good and valid title to the Purchased Shares, free and clear of any Encumbrance.
• (d) Litigation There are no Claims, investigations or other proceedings, including appeals and applications for review, in progress or, to the knowledge of the Vendor, pending or threatened against the Vendor before any Governmental Authority, which, if determined adversely to the Vendor, would, enjoin, restrict, prohibit or rescind the Transactions or the transfer of all or any part of the Purchased Shares as contemplated by this Agreement.
• (e) Taxes The Vendor will comply with all its Tax obligations in relation to the Closing of the Transactions under applicable Tax Laws in Brazil.
• (f) Due Diligence Each of the Vendor and Vendor Parent acknowledges that it has conducted to its satisfaction an independent investigation, review and analysis of the business, prospects, condition (financial or otherwise), liabilities, results of operations and projected operations of the Purchaser and the nature and condition

of its properties and assets and has been provided with adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Purchaser for such purpose. Each of the Vendor and Vendor Parent acknowledges and agrees that in making the determination to enter into this Agreement and the Related Documents, and to consummate the Transactions, each of the Vendor and Vendor Parent has relied solely on the results of its own independent investigation and the express representations, warranties, conditions and statements in this Agreement and is acquiring and accepting the Consideration Shares on an "as-is, where-is" basis.

(g) Accredited Investor – As at the date of this Agreement, each of the Vendor and Vendor Parent are "accredited investors" as defined in National Instrument 45-106 Prospectus Exemptions.

SCHEDULE C REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY

(a) Incorporation and Corporate Power

• (i) The Company is a company duly organized, validly existing and in good standing under the laws of Brazil and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require the discontinuance, dissolution, bankruptcy, insolvency liquidation or winding up of the Company. The Company has all necessary corporate power, authority and capacity to own, lease or operate its property and assets and to carry on the business of the Company as presently conducted.
• (ii) Neither the nature of the business of the Company nor the location or character of the assets owned or leased by the Company requires the Company to be registered, licensed or otherwise qualified to carry on business in any jurisdiction other than in jurisdictions where it is duly registered, licensed or otherwise qualified for such purpose and other than jurisdictions where the failure to be so registered, licensed or otherwise qualified would not reasonably be expected to have a Material Adverse Effect.

(b) Capitalization

• (i) Schedule 3.2(b)(i) of the Disclosure Letter lists the authorized, issued and outstanding equity interests of the Company, the name of the holder(s) of such outstanding equity interests and the number of such equity interests held by each such holder. All of the Purchased Shares have been duly authorized and validly issued and are fully paid and non-assessable, and are free and clear of any pre-emptive rights, restrictions on transfer or Encumbrances (other than Permitted Encumbrances).
• (ii) There are no outstanding or authorized (A) securities or obligations convertible into or exchangeable for, at any time, shares or other securities of the Company, (B) options, warrants or other rights to purchase shares or other securities of the Company, or (C) repurchase or redemption rights in respect of the shares or other securities of the Company.
• (iii) There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any securities of the Company.

(c) Due Authorization and Enforceability of Obligations

(i) The Company has all necessary corporate power, authority and capacity to enter into each Related Document to which the Company is a party, to carry out its obligations thereunder and consummate the Transactions.

• (ii) The execution and delivery by the Company of the Related Documents to which the Company is a party, the performance by the Company of its obligations thereunder and the consummation by the Company of the Transactions have been, or will be on the Closing, duly authorized by all necessary action on the part of the Company.
• (iii) Each Related Document to which the Company is a party will on the Closing constitute a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject, in each case, to the Enforceability Exception.
• (d) Regulatory Approvals No Consent of or with any Governmental Authority is required to be obtained or made by the Company, in connection with the execution, delivery and performance by the Company of the Related Documents the performance of by the Company of its obligations under the Related Documents, as applicable, or the completion of the Transactions other than:
• (i) the Key Regulatory Approvals and any filings or notices required in connection therewith; and
• (ii) any other authorizations, licences, permits, certificates, registrations, consents, approvals and filings and notifications with respect to which the failure to obtain or make same would not reasonably be expected to prevent the completion of the Transactions.

(e) Financial Statements

• (i) Attached as Schedule 3.2(e)(i) of the Disclosure Letter, are copies of the Financial Statements.
• (ii) The Financial Statements have been prepared in accordance with IFRS on a basis consistent with the preceding period. The Financial Statements present fairly, the financial condition, assets, liabilities and results of operations of the Company, as of the dates and for the periods indicated subject to the notes thereto.
• (f) Litigation - Except as set out in Schedule 3.2(f) of the Disclosure Letter, there are no Claims, investigations or other proceedings, including appeals and applications for review, in progress or, to the knowledge of the Vendor, pending or threatened against the Company before any Governmental Authority.
• (g) Business in Compliance with Law The Company operates in material compliance with all Laws applicable to the Company or the business of the Company.

• (h) Material Contracts - Schedule 3.2(h) of the Disclosure Letter sets out a list of all Material Contracts in effect on the date of this Agreement. Each Material Contract is in full force and effect.

• (i) Corporate Records The Organizational Documents of the Company as in effect on the date hereof, including any and all amendments, have been made available to the Purchaser and such documents as so amended are in full force and effect and comply in all material respects with applicable Law.

• (j) Title - Except as set out in Schedule 3.2(j) of the Disclosure Letter, the Company currently holds the mineral concessions, claims, leases, licenses, permits, access rights and other rights and interests necessary to explore for minerals on its mineral properties, as summarized in the table found a Schedule E hereto (collectively, the "Mineral Rights"), and the Company holds such Mineral Rights free and clear of any material Encumbrances other than Permitted Encumbrances.
• (k) Environmental Matters - Except as set out in Schedule 3.2(k) of the Disclosure Letter, the operations of the Company are in material compliance with Environmental Laws.

(l) Employment Matters

• (i) Schedule 3.2(l) of the Disclosure Letter sets forth a complete and accurate list of each Employee's start date of employment, title, salary or hourly rate of pay, commissions and/or bonus entitlement of any kind, benefits and annual vacation entitlement.
• (ii) The operations of the Company are in material compliance with all Laws relating to employees, including employment standards, occupational health and safety, workers' compensation, human rights, labour relations, accessibility, privacy and pay equity, working conditions, occupational safety and health, immigration and payment of required Taxes.
• (m) Collective Agreements The Company is not a party to or bound by, either directly or indirectly, voluntarily or by operation of law, any collective agreement with any bargaining agent or union.
• (n) Tax Matters - Except as specifically set forth in Schedule 3.2(n) of the Disclosure Letter:
• (i) The Company has, in all material respects, duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Authority and has duly, completely and correctly reported all income and all other amounts and information required to be reported thereon.

• (ii) The Company has, in all material respects, duly and timely paid all Taxes, including all instalments on account of Taxes for the current year, that are due and payable by it, and provision will be made on the Closing Date for amounts at least equal to the amount of all Taxes owing by any one of them that will not be due and payable by the Closing Date and that relate to periods ending on or prior to the Closing Date.

• (p) Subsidiaries – The Company holds 49% of the shares of Border Prospeccoes Minerals Ltda and 99.99% of the shares of Agua Nova Pesquisas Minerais Ltda. The remaining 51% of the shares of Border Prospeccoes Minerals Ltda are held by two Employees of the Company who are Brazilian nationals to satisfy local requirements.

• (q) Scientific and Technical Information about the Pitangui Project To the best of the knowledge of the Parent Vendor, the Vendor and their respective directors and officers (including any one of them), all of the scientific, technical information and other information about the Pitangui Project as generally and publicly disclosed by the Parent Vendor on SEDAR (including the technical report titled "Independent Technical Report for the São Sebastião Gold Deposit, Pitangui Gold Project, Brazil" by SRK Consulting (Canada) Inc. dated January 27, 2020 and filed on SEDAR on February 5, 2020) is true, complete and accurate as at the effective date and such disclosure has been made in full compliance with the requirements of National Instrument 43-101 Standards of Disclosure for Mineral Projects, National Instrument 51-102 Continuous Disclosure Obligations.

SCHEDULE D REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

(a) Incorporation and Corporate Power - The Purchaser is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has not been discontinued or dissolved under such Laws. The Purchaser has all necessary corporate power, authority and capacity to own, lease or operate its property and assets and to carry on their businesses as presently conducted

(b) Due Authorization and Enforceability of Obligations

• (i) The Purchaser has all necessary corporate power, authority and capacity to enter into this Agreement and each Related Document to which the Purchaser is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
• (ii) The execution and delivery by the Purchaser of this Agreement and each Related Document to which the Purchaser is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been, or will be on the Closing, duly authorized and approved by all necessary corporate action on the part of the Purchaser.
• (iii) This Agreement has been, and each Related Document to which the Purchaser is a party will on Closing be, duly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Related Document to which the Purchaser is a party will on the Closing constitute, a legal, valid and binding obligation of the Purchaser enforceable against each in accordance with its terms, subject, in each case, as such enforceability may be limited by the Enforceability Exception.

(c) Consents; Absence of Conflicts

• (i) Other than conditional approval of the Toronto Stock Exchange for the issuance of the Consideration Shares, no Consent of, to or with, or other action by, any Governmental Authority or other Person is required to be obtained or made by the Purchaser in connection with the execution, delivery and performance by the Purchaser of this Agreement or the Related Documents to which the Purchaser is a party or the consummation by the Purchaser of the transactions contemplated hereby and thereby.
• (ii) The execution, delivery and performance by the Purchaser of this Agreement and the Related Documents to which the Purchaser is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby, do not and will not conflict in any respect with or result in any violation of or default under (or constitute any event that, with notice

or lapse of time or both, would constitute a default under), or give rise to a right of termination, cancellation or acceleration of any obligation under, any provision of, as applicable, (A) the Purchaser's Organizational Documents, (B) any Contract or instrument for the borrowing of money or the obtaining of credit to which the Purchaser is a party or by which the Purchaser or its properties or assets may be bound or (C) or any Law, Order or Governmental Authorization applicable to the Purchaser.

• (d) Litigation There are no Orders, Claims, investigations or other proceedings, including appeals and applications for review, in progress or pending, or, to the knowledge of the Purchaser, threatened against or relating to the Purchaser, which, if determined adversely to the Purchaser, would prevent the Purchaser from issuing the Consideration Shares or enjoin, restrict, prohibit or rescind the Transactions or the transfer of all or any part of the Purchased Shares as contemplated by this Agreement; or
• (e) Due Diligence Subject to Section 4.1(h), the Purchaser acknowledges that, as of the date hereof, it has conducted to its satisfaction an independent investigation, review and analysis of the business, prospects, condition (financial or otherwise), liabilities, results of operations and projected operations of the Company and the nature and condition of their respective properties and assets and has been provided with adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Vendor and the Company for such purpose. The Purchaser acknowledges and agrees that in making the determination to enter into this Agreement and the Related Documents the Purchaser has relied solely on the results of its own independent investigation and the express representations, warranties, conditions and statements in this Agreement and is agreeing to purchase the Purchased Shares on an "as-is, where-is" basis.

Notwithstanding the representation and warranty immediately above, the Parties acknowledge the Purchaser's continuing right and ability to continue with its due diligence review up to the Due Diligence Review Date and that the Purchaser's decision to consummate the Transactions on the Closing Date will be conditional upon the Purchaser's continued satisfaction with its due diligence review, as described in Section 4.1(h).

• (f) No Broker No Person acting on behalf of the Purchaser or any of their respective Affiliates is or will be entitled to any brokerage fee, commission, finder's fee, financial advisory fee or similar compensation from the Vendor or Vendor Parent in connection with the Transactions.

• (j) Taxes The Purchaser will comply with all Tax obligations in relation to the Closing of the Transactions under applicable Tax Laws in Brazil.

• (k) Consideration Shares - The Purchaser has the authorized share capital sufficient to enable it to issue the Consideration Shares and when issued to the Vendor, the Consideration Shares shall be issued as fully paid and non-assessable shares nonassessable, free and clear of any Encumbrances. The Consideration will be subject to the resale rules and restricted period provisions found in National Instrument 45- 102 Resale of Securities.

• (l) Reporting Issuer Status The Purchaser is a "reporting issuer" as that term is defined in the applicable securities Laws, is not in default of the requirements of such legislation or the regulations and rules thereto or the policies and requirements of the Toronto Stock Exchange, and the issued and outstanding common shares of the Purchaser are currently listed on the Toronto Stock Exchange and no cease trade orders or trading halts are issued or pending in respect of the securities of the Purchaser.
• (m) Continuous Disclosure The Vendor Parent has filed all forms, reports, documents and information required to be filed by it, whether pursuant to applicable securities Laws or otherwise, with the applicable securities regulatory authorities (the "Disclosure Documents"). As of the time the Disclosure Documents were filed with the applicable securities regulatory authorities on the System for Electronic Document Analysis and Retrieval: (i) each of the Disclosure Documents complied in all material respects with the requirements of the applicable securities Laws; and (ii) none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There is no material fact or material change in the affairs of the Purchaser that has not been generally disclosed to the public, except facts related to this Agreement and any facts disclosed in writing to the Vendor Parent or Vendor during the period of negotiation and due diligence related to this Agreement.
• (n) Accredited Investors As at the date of this Agreement, the Purchaser is an "accredited investor" as defined in National Instrument 45-106 Prospectus Exemptions.

SCHEDULE E MINERAL RIGHTS

PITANGUI BLOCK
DNPM / ANM -ID	STATE	MUNICIPALITY		COMPANY	STATUS	AREA	TAX 2023 TAH R\$	DATE.PAG. 1° YEAR	DATE.PAG. 2° YEAR	DATE.PAG. 3° YEAR	INITIAL DATE	RENEWAL DATE	EXPIRING DATE	PROJECT/JV
830.513/2015 OPN	MINAS GERAIS	ONCA DO PITANGUI	ACTIVE	IAMGOLD	EXTENSION CONCESSION	1.259,05		31/01/2020	31/01/2021	31/01/2022	26/08/2016	22/10/2019	03/05/2024	IAMGOLD - PITANGUI BLOCK - MG
830.514/2015	MINAS GERAIS	ONCA DO PITANGUI	ACTIVE	IAMGOLD	EXTENSION CONCESSION	1,519,58		31/01/2020	31/01/2021	31/01/2022	26/08/2016	22/10/2019	03/05/2024	IAMGOLD - PITANGUI BLOCK - MG
830.515/2015	MINAS GERAIS	ONCA DO PITANGUI	ACTIVE	IAMGOLD	EXTENSION CONCESSION	1.749,47		31/01/2020	31/01/2021	31/01/2022	26/08/2016	22/10/2019	03/05/2024	IAMGOLD - PITANGUI BLOCK - MG
831.136/2015	MINAS GERAIS	ONCA DO PITANGUI PARA DE MINAS	ACTIVE	IAMGOLD	EXTENSION CONCESSION	1.682,33		31/01/2020	31/01/2021	31/01/2022	26/08/2016	22/10/2019	03/05/2024	IAMGOLD - PITANGUI BLOCK - MG
831.135/2015 APARICÃO	MINAS GERAIS	ONCA DO PITANGUI PARA DE MINAS	ACTIVE	IAMGOLD	POSITIVE REPORT SUBMITTED IN JULY 2023	1,850,67		31/01/2019	31/01/2020	31/01/2021	26/10/2015	26/12/2018	08/07/2023	IAMGOLD - PITANGUI BLOCK - MG
830.512/2015 PASTOR	MINAS GERAIS	ONÇA DO PITANGUI PARA DE MINAS	ACTIVE	IAMGOLD	EXTENSION CONCESSION	446.71	2.894,68	31/07/2023	31/07/2024	31/07/2025	26/08/2016	07/02/2023	07/02/2026	IAMGOLD - PITANGUI BLOCK - MG
831.134/2015	MINAS GERAIS	PARA DE MINAS	ACTIVE	IAMGOLD	CONCESSION	746,72	3.233,30	31/01/2022	31/01/2023	31/01/2024	06/08/2021		30/09/2024	IAMGOLD - PITANGUI BLOCK - MG
830.936/2007 SÃO SEBASTIÃO DEPOSIT	MINAS GERAIS	ONCA DO PITANGUI	ACTIVE	AGUA NOVA	UPDATED FINAL REPORT APPROVED PAE TO BE SUBMITTED IN APRIL 2024	1.593.54	NO PAYMENT DUE							IAMGOLD - PITANGUI BLOCK - MG
830.934/2007 SÃO SEBASTIÃO DEPOSIT	MINAS GERAIS	ONCA DO PITANGUI	ACTIVE	AGUA NOVA	UPDATED FINAL REPORT APPROVED PAE TO BE SUBMITTED IN APRIL 2024	1.686,09	NO PAYMENT DUE							IAMGOLD - PITANGUI BLOCK - MG

			.
	DNPM / ANM -ID	STATE	MUNICIPALITY		COMPANY	STATUS	AREA	TAX 2023 TAH R\$	DATE.PAG. 1° YEAR	DATE.PAG. 2° YEAR	DATE.PAG. 3° YEAR	INITIAL DATE	RENEWAL DATE	EXPIRING DATE	PROJECT/JV
	832.248/2013	MINAS GERAIS	CONGONHAS	ACTIVE	KINROSS	APPLICATION	1.900.32	8.228.39						NOT GRANTED YET	IAMGOLD / JAGUAR JV - MG
$\overline{2}$	831.732/2018	MINAS GERAIS	ITABIRITO	ACTIVE	IAMGOLD	APPLICATION	70.60	305,70						NOT GRANTED YET	IAMGOLD / JAGUAR JV - MG
3	830.517/2015	MINAS GERAIS	ITAVERAVA	ACTIVE	CNM	APPLICATION	451.09	1.953.22						NOT GRANTED YET	IAMGOLD / JAGUAR JV - MG
$\mathbf{A}$	832.406/2016	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	CONCESSION	1.431,85	6.199,91	31/07/2022	31/07/2023	31/07/2024	14/03/2022		14/03/2025	IAMGOLD / JAGUAR JV - MG
5	830.531/2018	MINAS GERAIS	ITABIRITO	ACTIVE	IAMGOLD	CONCESSION	1.616.08	6.997.63	31/07/2022	31/07/2023	31/07/2024	18/04/2022		14/04/2025	IAMGOLD / JAGUAR JV - MG
6	833.038/2006	MINAS GERAIS	NOVA LIMA	ACTIVE	AGUA NOVA	CONCESSION	1.078.21	4.668.65	31/07/2022	31/07/2023	31/07/2024	30/05/2022		30/05/2025	IAMGOLD / JAGUAR JV - MG
$\overline{7}$	832.177/2021	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	CONCESSION	5,12	22,17	31/07/2022	31/07/2023	31/07/2024	07/03/2022		07/03/2025	IAMGOLD / JAGUAR JV - MG
8	830.003/2022	MINAS GERAIS	ITABIRITO	ACTIVE	IAMGOLD	CONCESSION	114.76	496,91	31/07/2022	31/07/2023	31/07/2024	12/05/2022		12/05/2025	IAMGOLD / JAGUAR JV - MG
$\mathbf{Q}$	830.004/2022	MINAS GERAIS	ITABIRITO	ACTIVE	IAMGOLD	CONCESSION	3,36	14,55	31/07/2022	31/07/2023	31/07/2024	12/05/2022		12/05/2025	IAMGOLD / JAGUAR JV - MG
10	832.126/2016	MINAS GERAIS	CONGONHAS	ACTIVE	AGUA NOVA	EXTENSION CONCESSION	1.208,07	7.828.29	31/07/2023	31/07/2024	31/07/2025	06/09/2018	09/02/2023	09/02/2026	IAMGOLD / JAGUAR JV - MG
11	830.901/2009	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	EXTENSION CONCESSION	9,75	63,18	31/01/2023	31/01/2024	31/01/2025	27/02/2018	22/08/2022	22/08/2025	IAMGOLD / JAGUAR JV - MG
12	832.405/2016	MINAS GERAIS	ITABIRITO	ACTIVE	MSOL	EXTENSION CONCESSION	1.021.27	6.617.83	31/07/2023	31/07/2024	31/07/2025	06/09/2018	21/03/2023	21/03/2026	IAMGOLD / JAGUAR JV - MG
13	831.264/2018 COSSOLOSO	MINAS GERAIS	NOVA LIMA	ACTIVE	AGUA NOVA	EXTENSION CONCESSION	928,88	6.019,14	31/07/2023	31/07/2024	31/07/2025	06/09/2018	09/02/2023	09/02/2026	IAMGOLD / JAGUAR JV - MG
14	830.688/2016	MINAS GERAIS	RIO ACIMA	ACTIVE	MSOL	EXTENSION CONCESSION	884.80	5.733,50	31/01/2019	31/01/2020	31/01/2021	26/07/2018	21/03/2023	21/03/2026	IAMGOLD / JAGUAR JV - MG
15	832.528/2006	MINAS GERAIS	CONGONHAS	ACTIVE	AGUA NOVA	EXTENSION CONCESSION	584,67	3.788,66	31/07/2023	31/07/2024		13/12/2007	23/03/2023	23/03/2025	IAMGOLD / JAGUAR JV - MG
16	832.616/2015	MINAS GERAIS	ITAVERAVA	ACTIVE	IAMGOLD	CONCESSION	1.612,03	6.980,09	31/07/2021	31/07/2022	31/07/2023	02/06/2021		01/10/2024	IAMGOLD / JAGUAR JV - MG
17	832.512/2016	MINAS GERAIS	RIO ACIMA	ACTIVE	AGUA NOVA	CONCESSION	640.48	2.773,28	31/01/2022	31/01/2023	31/01/2024	06/08/2021		30/09/2024	IAMGOLD / JAGUAR JV - MG
18	831.137/2015	MINAS GERAIS	RIO ACIMA	ACTIVE	CNM TO IAMGOLD	CONCESSION	29,63	128,30	31/07/2021	31/07/2022	31/07/2023	26/04/2021		30/09/2024	IAMGOLD / JAGUAR JV - MG
19	830.149/2018	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	CONCESSION	467.17	2.022,85	31/01/2022	31/01/2023	31/01/2024	16/12/2021		16/12/2024	IAMGOLD / JAGUAR JV - MG
20	832.174/2021	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	CONCESSION	166,07	719,08	31/01/2022	31/01/2023	31/01/2024	24/12/2021		24/12/2024	IAMGOLD / JAGUAR JV - MG
21	832.175/2021	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	CONCESSION	112.94	489,03	31/07/2022	31/07/2023	31/07/2024	05/01/2022		05/01/2025	IAMGOLD / JAGUAR JV - MG
22	831.749/2006	MINAS GERAIS	CONSELHEIRO LAFAIETE	ACTIVE	AGUA NOVA	POSITIVE REPORT SUBMITED	1.068,55	VO PAYMENT DUE							IAMGOLD / JAGUAR JV - MG
23	833.022/2006	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	PAE SUBMITTED 12/09/2022	1.800.29	VO PAYMENT DUE							IAMGOLD / JAGUAR JV/ GEPI - MG

SCHEDULE F

SCHEDULE G ACTIONS TO BE TAKEN BY THE COMPANY THAT ARE NOT IN THE ORDINARY COURSE

EXCLUDED ASSETS

It is the intention of the Company to:

• 1. prior to Closing, assign IAMGOLD Brasil's interest in the Asset Purchase Agreement dated May 28, 2021 between Amarillo Gold Corporation and Border Prospeccoes Minerais Ltda. to the Vendor Parent for nominal consideration.
• 1. transfer the mineral rights identified immediately below from Border Prospeccoes Minerals Ltda. to Amarillo Gold Corporation. Note: An application for these transfers has already been made, as of the date of this Agreement, and it is the understanding of Border Prospeccoes Minerals Ltda. that such mineral transfer approval will be provided by the applicable government authorities, however, such government approval may be received following the Closing. Border Prospeccoes Minerals Ltda. has no control with respect to the timing of such government approval.

		LAVRAS DO SUL BLOCK - JV AMARILLO
DNPM / ANM -ID	STATE	MUNICIPALITY		COMPANY	STATUS	AREA	TAX 2023 TAH R\$	DATE, PAG. 1° YEAR	DATE, PAG. 2° YEAR	DATE, PAG. 3° YEAR	INITIAL DATE	RENEWAL DATE	EXPIRING DATE	PROJECT/JV
810.085/2008	RIO GRANDE DO SUL	LAVRAS DO SUL	ACTIVE	BORDER / LAVRAS DO SUL	EXTENSION CONCESSION	1.263.20	8.185.54	31/07/2019	31/07/2020	31/07/2021	28/08/2015	25/03/2019	05/10/2023	IAMGOLD / AMARILLO GOLD JV - LAVRAS DO SUL
810.131/2009	RIO GRANDE DO SUL	LAVRAS DO SUL	ACTIVE	BORDER / LAVRAS DO SUL	EXTENSION CONCESSION	1.414.04	9.162.98	31/07/2019	31/07/2020	31/07/2021	28/08/2015	25/03/2019	05/10/2023	IAMGOLD / AMARILLO GOLD JV - LAVRAS DO SUL
810.086/2008	RIO GRANDE DO SUL	LAVRAS DO SUL	ACTIVE	BORDER / LAVRAS DO SUL	EXTENSION CONCESSION	1.213,88	7.865,94	31/07/2020	31/07/2021	31/07/2022	28/08/2015	05/02/2020	17/08/2024	IAMGOLD / AMARILLO GOLD JV · LAVRAS DO SUL
810.001/2016	RIO GRANDE DO SUL	LAVRAS DO SUL	ACTIVE	BORDER / LAVRAS DO SUL	CONCESSION	1,709.01	7.400.01	31/01/2021	31/01/2022	31/01/2023	27/07/2020		29/09/2024	IAMGOLD / AMARILLO GOLD JV - LAVRAS DO SUL
	$E$ 600 12

1. transfer the mineral rights identified immediately below from Agua Nova to Kinross Gold Corporation, or an affiliate thereof. Note: The two referenced "Applications" in line 1 and 2 below can only be transferred once the concession has been granted. Further, the referenced "Concession" in line 3 below was transferred in August 2018 but has not yet been assigned by the National Mining Agency (ANM). Agua Nova has no control with respect to the timing of such application and concession approvals.

	JIBOIA BLOCK - JV KINROSS		TERMINATION AGREEMENT IN 2020
	DNPM / ANM -ID	STATE	MUNICIPALITY		COMPANY	STATUS	AREA	TAX 2023 TAH R\$	INITIAL DATE	RENEWAL DATE	EXPIRING DATE	PROJECT/JV	OBS.
	850.552/2015	PARÁ	CACHOEIRA DO PIRIA	INACTIVE	ÁGUA NOVA	APPLICATION	1.503,30					IAMGOLD / KINROSS JV - JIBOIA TERMINATION AGREEMENT IN 2020	To be transferred to Kinross, which can only be made when the concession is granted.
	851.196/2012	PARÁ	CACHOEIRA DO PIRIA	INACTIVE	ÁGUA NOVA	APPLICATION	6.480.78					IAMGOLD / KINROSS JV - JIBOIA TERMINATION AGREEMENT IN 2020	Application cannot be transferred.
	850.272/2013	PARÁ	CACHOEIRA DO PIRIA		INACTIVE AGUA NOVA / CNM	CONCESSION	9.791.28					IAMGOLD / KINROSS JV - JIBOIA	Concession already transferred to Kinrros / TERMINATION AGREEMENT IN 2020 CNM, but still pending to be assigned by ANM.

EXHIBIT 4.1(C)(VII) FORM OF ROYALTY AGREEMENT

(see attached)

NET SMELTER RETURNS ROYALTY AGREEMENT

THIS AGREEMENT made as of [●], 2023,

BETWEEN:

AGEM LTD.,

a corporation existing under the laws of Barbados,

(hereinafter referred to as the "Royalty Holder"),

• and -

JAGUAR MINING INC.,

a corporation existing under the laws of the Province of Ontario,

(hereinafter referred to as the "Payor").

WHEREAS the Payor has granted the Royalty Holder the Royalty on the terms and conditions set forth herein.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the Parties hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each Party), the Parties agree as follows:

1. Interpretation

(a) For the purpose of this Agreement, unless expressly stated or the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

"affiliate" means, with respect to any person, a person that directly or indirectly, Controls, is Controlled by, or is under common Control with, the person specified;

"Allowable Deductions" for a calendar quarter means, without duplication, deductions for taking the mineral-product output and production of the mine on the Property (being the Product) and converting that output into a marketable metal, which means without limitation the aggregate of the following costs, charges, expenses and deductions actually paid or incurred or deemed incurred during such calendar quarter in connection with the smelting, refining, treatment, beneficiation, transportation and/or sale of Product extracted from the Property:

(i) smelting, refining, solvent extraction, electrowinning, processing, purification, concentrate leach or other beneficiation process costs, charges and expenses charged by a smelter, refinery or other place of treatment or beneficiation in connection with the Products, including handling, processing, provisional settlement fees, weighing, sampling,

analyzing, assaying, umpire and representation costs, penalties, and other processor deductions;

• (ii) costs of transporting Product (including loading, freight, insurance, security, storage or stockpiling, transportation, shipping, taxes, handling, port, demurrage, delay and forwarding expenses incurred by reason of or in the course of transportation) from the Property or from a concentrator, whether situated on or off the Property, to any smelter, refinery or other place of treatment or beneficiation and then to the place of sale, costs of offsite freight and insurance, security, storage, loading and discharge and ocean freight and port charges, but excluding the costs of transporting Product from the Property to any mill;
• (iii) sales, use, severance, excise, net proceeds of mine, ad valorem or any other taxes, customs duties or other charges of any Governmental Authority, including royalties, payable in respect of the existence, production, removal, sale, processing, import, export, transportation or disposition, value or quantity of Product, but excluding income taxes of the Payor or its affiliates or any taxes for which the Payor receives reimbursement; and
• (iv) marketing and other sales costs and fees incurred in selling the Product, including sales commissions, insurance, consignment, agency fees, brokerage costs and fees, transportation costs and any discounts or rebates given to customers for off-specification or damaged Product that are paid and/or incurred by the Payor or its affiliates with respect to Product;

provided that, if smelting, refining or other treatment or beneficiation is carried out in facilities owned or controlled, in whole or in part, by the Payor or its affiliates, then the Allowable Deductions shall include the lesser of (x) the amount that the Payor would have incurred if such smelting, refining or other treatment or beneficiation were carried out at facilities not owned or controlled by the Payor or its affiliates then offering comparable services for comparable products on prevailing market terms, and (y) the actual amount incurred;

"Applicable Spot Price" at any date means:

• (i) in the case of Product that is gold, the price of gold on such date, in U.S. dollars, as established pursuant to the London Bullion Market Association P.M. Gold Fix, as quoted in the Wall Street Journal, Reuters or another reliable source selected by the Payor;
• (ii) in the case of Product that is silver, the price of silver on such date, in U.S. dollars, quoted by the London Bullion Market Association as the Fixing Price; and
• (iii) in the case of Product that is a metal other than gold or silver, the average LME final daily spot price on such date, in U.S. dollars, in respect of the particular metal for which the price is being determined;

provided that, if for any reason (x) the London Bullion Market Association does not report spot pricing for gold or silver, then the Parties shall mutually agree, acting reasonably, upon an appropriate pricing mechanism that accurately reflects the market value of gold or silver, as applicable, or (y) the LME does not report the daily spot price for a particular metal (other than gold or silver), then the Parties shall mutually agree, acting reasonably, upon an appropriate pricing entity or mechanism that accurately reflects the market value of such metal;

"Base Rate" means, at any particular time, the variable rate of interest, expressed as on the basis of a year of 365 or 366 days, as the case may be, established or quoted from time to time by the Royal Bank of Canada as the reference rate of interest then in effect for determining interest rates on U.S. dollar denominated commercial loans made by it in Canada;1

"Business Day" means any day, other than a Saturday, Sunday or public holiday, on which banks are open for regular business in Toronto, Ontario;

"Confidential Information" means the terms of this Agreement, all Technical Data and any other information, data, know-how, trade secrets and intellectual property of a nonpublic, proprietary or confidential nature (whether written, oral or in electronic format) concerning any matters affecting or relating to the business, operations, assets, results or prospects of the Payor, any affiliate of the Payor, the Property or any other property of the Payor or an affiliate of the Payor, including information regarding plans, programs and budgets, costs, processes, results of exploration, development and mining and other data and correspondence with Governmental Authorities, except to the extent that such information has already been publicly released by a Party without violating this Agreement or that the Party providing such information can demonstrate that such information was previously publicly released by a person who did not do so in violation or contravention of any duty or agreement;

"Control" means, in respect of any person, the following:

• (i) in the case of any person that is not a partnership, limited partnership or limited liability company,
• (A) holding voting securities or having the power to vote voting securities carrying more than 50% of the votes for the election of directors; and
• (B) the votes carried by such securities are entitled, if exercised, to elect a majority of the directors of the person;
• (ii) in the case of a limited liability company or partnership, other than a limited partnership, holding more than 50% of the interests in the limited liability company or partnership; or
• (iii) in the case of a limited partnership, the general partner shall be deemed to control the limited partnership;

¹ See "Royal Bank US Base" at: https://www.rbcroyalbank.com/rates/prime.html

"Governmental Authority" means any domestic or foreign (a) national, regional, local or other government, including, without limitation the governments of Canada and the Federative Republic of Brazil, (b) governmental or quasi-governmental authority of any nature, including any governmental ministry, agency, branch, department, court, commission, board, tribunal, stock exchange, regulatory agency or self-regulatory organization, bureau or instrumentality, or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power of any nature;

"Gross Revenues" for a calendar quarter means, subject to Sections 7(a) and 7(e), the amount of revenues actually received by Payor during such calendar quarter from the Sale of Product, provided that if there is a Loss of Product, any insurance proceeds actually received by the Payor in respect of such Product, net of deductions and costs of claims recovery, shall be included in the calculation of Gross Revenue in respect of the calendar quarter during which such proceeds are received;

"IFRS" means International Financial Reporting Standards as prescribed, recommended or promulgated from time to time by the International Accounting Standards Board, which are applicable as at the date on which any applicable calculation made hereunder is to be effective or as at the date of any financial statements referred to herein, as the case may be;

"Legal Requirement" means any applicable law, statute, ordinance, decree, requirement, order, treaty, proclamation, convention, rule or regulation (or interpretation of any of the foregoing) of any Governmental Authority, and the terms of any Permit;

"LME" means London Metal Exchange;

"Loss" means an insurable loss of or damage to Product, whether or not occurring on or off the Property and whether the Product is in the possession of the Payor or otherwise;

"Materials" has the meaning ascribed to it in Section 7(a).

"Mining Rights" means all mining and mineral rights with respect to the Property in effect from time to time under any Permit;

"Net Smelter Returns" means, for a calendar quarter, the amount determined by subtracting the Allowable Deductions for such calendar quarter from the Gross Revenues for such calendar quarter;

"Party" means the Payor or the Royalty Holder, and "Parties" means the Payor and the Royalty Holder, collectively;

"Payment Date" for the Royalty in respect of a calendar quarter means the 30th day after the end of that calendar quarter or, if such day is not a Business Day, the Business Day that next follows;

"Payor" has the meaning set forth in the recitals hereto;

"Permit" means any mining claim, license, lease, concession, permit or other form of granting of rights to carry mining activities (including any exploitation permit) to the Payor

or an affiliate thereof on the whole or part of the Property and "Permits" means any or all of these items;

"person" means a natural person, a corporation, a company, a limited liability company, a partnership, a trust, a syndicate, an association, a government (or any agency thereof) or any other legal or business entity whatsoever;

"Product" means all marketable naturally occurring metallic minerals or mineral bearing material that is mined, extracted, removed, produced or otherwise recovered from the Property (including pursuant to any processing or reprocessing of any tailings or other waste or other products originally derived from the Property), in whatever form or state, including ores, doré, precipitates or other intermediate products, concentrates, metals, minerals and mineral by-products;

"Property" means certain mineral claims and mining leases as set out in Appendix A to this Royalty Agreement together with any present or future mining claims, mining leases, or other mining rights resulting from renewal, extension, modification, substitution, amalgamation, succession, conversion, demise to lease, renaming or variation of any of those mineral claims or any additional mining rights deriving from those mining rights (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain) and shall automatically include any additional Property or the mining rights or the direct or indirect interests in mining rights referred to in Section 9 from the date such are acquired by or granted to the Payor or its affiliates;

"Royalty" means the percentage of Net Smelter Returns to which the Royalty Holder is entitled under Section 3;

"Royalty Holder" has the meaning set forth in the recitals hereto;

"Sale" means the transfer of title to Products by or on behalf of the Payor or any affiliate of the Payor to a person other than an affiliate of the Payor, and is deemed to include a Loss prior to any such transfer, and "Sold" shall have a corresponding meaning;

"Technical Data" means engineering studies and working papers, consultants reports and working papers, pre-feasibility reports, feasibility reports, mine plans, surface and underground maps, assays, samples, cores, analyses, geologic and geophysical maps, engineering maps, photographs, drill logs, exploration reports, environmental studies, reserve studies and reports, metallurgical studies and reports and all other information and data in printed or electronic form concerning the condition, geology, mineral potential, physical characteristics, mineability or other technical matters related to the Property;

"Trading Activities" means any and all price hedging and price protection activities undertaken by the Payor or its affiliates with respect to any Products and any streaming contracts that may result in Payor receiving less than market value for Products, including any forward sale and/or purchase contracts, spot-deferred contracts, option contracts, speculative purchases and sales of forward, futures and option contracts, both on and off commodity exchanges but excluding refining and smelting contracts;

"Trading Contracts" means the agreements, contracts, instruments, confirmations and other arrangements relating to the Trading Activities but excluding refining and smelting contracts;

• (b) In this Agreement, unless the context otherwise requires:
• (i) the terms "Agreement", "this Agreement", "the Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;
• (ii) references to a "Section" or "Schedule" followed by a number or letter refer to the specified Section of or Schedule to this Agreement;
• (iii) the division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;
• (iv) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;
• (v) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, reenacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;
• (vi) the words "include", "includes" and "including" are deemed to mean "include without limitation", "includes without limitation" and "including without limitation";
• (vii) unless otherwise indicated, all references to currency herein, including "\$" are to lawful money of the United States. Allowable Deductions accrued in Canadian dollars shall be converted into US dollars by applying the monthly average exchange rate quoted by the Bank of Canada as published on its website for the month during which the Allowable Deduction was accrued;
• (viii) reference to any agreement or other instrument in writing means such agreement or other instrument in writing as amended, modified, replaced or supplemented from time to time;
• (ix) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and
• (x) whenever any payment to be made or action to be taken hereunder is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next following Business Day.
• (c) Time shall be of the essence of this Agreement.

(d) This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.

(e) The failure of any Party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to such provision or any other provision of this Agreement. No purported waiver shall be effective as against any Party unless consented to in writing by such Party. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.

(f) If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

2. Grant of Royalty

The Payor hereby grants to the Royalty Holder an interest in and right to the Property and the minerals derived from the Property to the extent of the Royalty payable hereunder. The Payor hereby covenants to pay the Royalty to the Royalty Holder on all Products Sold or otherwise disposed of on and subject to the terms of this Royalty Agreement

3. Calculation and Payment of Royalty

• (a) Calculation of Royalty.
• (i) In the case of Sale of Product from the Pitangui Project (as identified in Appendix A) that is gold (not including silver or other metals), the Payor hereby agrees to pay the Royalty Holder a royalty of \$80 per ounce for the initial 250,000 ounces of gold Sold from the Pitangui Project.
• (ii) The amount of the Royalty payable to the Royalty Holder in respect of any applicable calendar quarter shall be the result obtained by multiplying the Net Smelter Returns for such calendar quarter by 1.5%. However, for greater certainty, the Royalty payable in respect of gold from the Pitangui Project in this Section 3(a)(ii) shall be only become payable following the completion of payments pursuant to Section 3(a)(i) once the initial 250,000 ounces of gold from the Pitangui Project are Sold.
• (iii) No Royalty shall be payable hereunder for or with respect to such reasonable quantities of Product which are used by the Payor exclusively for assaying, non-bulk sampling, treatment, amenability, metallurgical, test work, piloting or other analytical processes or procedures in respect of the Property. For greater certainty, the Royalty shall be payable on all bulk samples and production where the Payor receives any proceeds from any smelter, mill, mint or other purchaser.

(iv) Subject to Section 3(a), the obligation to pay the Royalty in respect of any Product will accrue upon the Sale of such Product. Where the Sale of Products or the deposit of refined metals is made on a provisional basis, the amount of Royalty shall be based upon the amount of refined metal (or other Products) credited by such provisional settlement, but will be adjusted to account for the amount of refined metal (or other Products) established by final settlement by the refinery or by the purchaser of other Products, as the case may be.

(b) Payment, Currency and Wire Transfer. The amount of the Royalty payment due to the Royalty Holder in respect of any calendar quarter shall be paid to the Royalty Holder by the Payor on the applicable Payment Date by the delivery to the Royalty Holder of a wire transfer (as directed by the Royalty Holder in writing in its sole and absolute discretion, subject to applicable Legal Requirements) in the amount owed without set-off or reduction, demand or notice, via the transfer of immediately available United States dollar funds to such bank account as the Royalty Holder may nominate in writing to the Payor from time to time. Subject to applicable Legal Requirements, all Royalty payments hereunder shall be made net of all amounts (if any) which the Payor is required to withhold and remit under Legal Requirements to any relevant Governmental Authorities. There shall be no "in-kind" payments of the Royalty by way of a transfer of any Products or metals to the Royalty Holder.

(c) Royalty Statement. At the time each Royalty payment is made, the Payor shall deliver to the Royalty Holder a statement setting forth (i) the quantities and grades of each Product produced and Sold by the Payor in the applicable calendar quarter, (ii) the Gross Revenues for the applicable calendar quarter, (iii) the Allowable Deductions for the applicable calendar quarter, (iv) the Royalty payment for the applicable calendar quarter, and (v) other pertinent information in sufficient detail to explain the calculation of the Royalty payment.

(d) Interest Due on Late Payments. In the event that any Royalty payment required to be made to the Royalty Holder hereunder has not been property paid in full as provided herein when due, then the Payor must pay interest thereon at a rate equal to the Base Rate plus 4% per annum, calculated and compounded monthly in arrears from the date on which payment was first due, until such payment and accrued interest is paid in full (excluding the date of payment).

4. Accounting Matters

(a) All calculations relating to the Royalty payments to be made to the Royalty Holder hereunder shall be carried out on a consistent basis in accordance with IFRS to the extent that such principles are not inconsistent with the provisions of this Agreement. In the event of any inconsistency between IFRS and the provisions of this Agreement, the provisions of this Agreement shall prevail.

(b) Any payment made hereunder shall be considered final and in full satisfaction of all obligations of the Payor hereunder in respect of that payment unless the Royalty Holder provides written notice of its objection to the Payor within 180 days after the receipt by the Royalty Holder of a statement prepared in compliance with Section 3(c) that relates to that payment. If the Royalty Holder objects to a particular Royalty statement delivered in accordance with Section 3(c), the Royalty Holder may, for a period of 60 days after the Payor's receipt of notice of such objection, upon reasonable notice and at a reasonable time, have the Payor's accounts and records relating to the calculation of the Royalty payment in question reviewed by the Royalty Holder's auditors.

(c) If, following the receipt of the objection notice contemplated by Section 4(b) and any review by the Royalty Holder's auditors, a dispute arises with respect to the calculation of the Royalty, the Parties shall use their best efforts to successfully settle the matter. To this effect, they shall consult and negotiate with each other for a period of 10 days to reach a resolution satisfactory to both Parties, failing which the Parties shall promptly retain a third party independent accounting firm mutually agreed between the Royalty Holder and the Payor and experienced in the calculation of royalties of the nature of the Royalty (an "Auditor") to conduct an audit solely in respect of the payment(s) in dispute. The Auditor will reach a conclusion on the dispute within 60 days of its appointment and receipt of all requested information from the Parties and the decision of the Auditor will be binding on the Parties. If the Parties agree or the Auditor determines that there has been a deficiency or an excess in the payment made to the Royalty Holder, such deficiency or excess will be resolved by adjusting the next Royalty payment due under this Agreement. If production has ceased (either temporarily or indefinitely), settlement will be made between the Parties by cash payment within 10 Business Days of the agreement of the Parties or the determination by the Auditor. For the avoidance of doubt, the provisions of Section 3(d) will apply to any deficiency payment made in connection with a settlement or audit under this clause 4(c).

(d) Any audit or other examination permitted under this Agreement shall be completed diligently. All expenses of any audit or other examination permitted hereunder shall be paid by the Royalty Holder, unless such audit or examination determines, or the Parties agree, that the discrepancies in the calculation of the Royalty payment that are challenged by the Royalty Holder resulted in an understatement by more than 5% of the correct value of the Royalty payment, as determined by the audit, in which case the Payor shall be responsible for the expenses of that particular audit or other review or examination.

5. Term

This Agreement shall continue in perpetuity. If any right, power or interest of either Party under this Agreement would violate the rule against perpetuities or equivalent rule under any Legal Requirement, then such right, power or interest shall terminate at the expiration of 99 years of the date hereof.

6. Interest in Land

To the extent permissible under applicable Legal Requirements, the Parties intend that the Royalty constitutes an interest in the Property and agree that:

(a) the Royalty will run with the title to the Property, and any disposition or transfer of the Property, or any interest therein, shall be subject to the Royalty; and

(b) any sale or other disposition by the Payor of any interest in the Property will be effected only in accordance with Section 10(d) hereof;

(c) the Payor will, upon request by the Royalty Holder, sign and deliver to the Royalty Holder, and the Royalty Holder may register or otherwise record against the Property, this Royalty Agreement or a notice of this Royalty Agreement, that will have the effect of giving notice of the existence of the Royalty to third Persons and protecting the Royalty Holder's right to receive the Royalty.

(d) the Royalty Holder may at any time require the Payor or its affiliates to grant to it a first ranking mortgage or security interest over the Property or other security interest in Products extracted from the Property to secure the payment of the Royalty and the covenants and obligations under this Agreement. However, since the Property is currently a development property, there may be substantial project financing required to develop and create a mine whereby the Royalty Holder may be requested or required to execute agreements to subordinate its otherwise first ranking mortgage or security interest in order for the mine development and production to occur. Accordingly, subject to a maximum project financing limit of \$60,000,000, if so requested by the Payor, the Royalty Holder shall agree to such subordination and to execute any documents or agreements related thereto that may be reasonably requested by the Payor. The mortgage and/or security documents shall be in a form acceptable to the Royalty Holder acting reasonably. If any renewal, extension, modification, substitution, amalgamation, succession, conversion, demise to lease, renaming or variation of any mining right is granted as contemplated in the definition of Property, the Payor agrees to execute and deliver such document or documents as the Royalty Holder may reasonably request to acknowledge that the Royalty or any mortgage or security interest is applicable thereto including any registration or recording document of any nature whatsoever, inclusive of those contemplated in Subsection 6(c).

(e) To the extent it is able to do so under applicable Legal Requirements, the Royalty Holder shall be entitled from time to time and at its sole cost and expense to register or record notice of its interest in the Royalty against title to the Property or elsewhere, and the Payor shall cooperate with the Royalty Holder to effect such reasonable registrations and recordings and provide its written consent, acting reasonably, to any documents in connection therewith and do such other things, at the cost and expense of the Royalty Holder, as soon as reasonably practicable as are reasonably necessary to effect any such registrations or recordings.

7. Operations

(a) Tailings. All tailings, residues, waste rock, spoiled leach materials, and other materials (collectively, "Materials") resulting from the Payor's operations and activities on the Property shall remain subject to the Royalty should the Materials be processed or reprocessed, as the case may be, in the future and result in the Sale or profitable disposition of Products.

(b) Sales to or Processing by Affiliates. Any sale by the Payor of Product in the form of raw ore, doré, precipitates or concentrate made to an affiliate shall not be treated as a Sale for purposes of calculating the Royalty, provided that such Product is subsequently sold to an arm's length purchaser within six months after receipt by the affiliate. Upon the Sale of such Product to an arm's length party, the Royalty shall be calculated and payable in respect of such Sale to the arm's length party. If an affiliate of the Payor does not sell such Product within six months of the initial sale of the Product by the Payor, the Royalty shall be immediately payable by the Payor in connection with the initial sale by the Payor to the affiliate and the Royalty shall be calculated based on the Applicable Spot Price on the date of the initial sale of the Product by the Payor to the affiliate. The Payor will be permitted to contract with an affiliate of the Payor or an unaffiliated third party for the smelting, refining or other processing of Products.

(c) Stockpiling. The Payor may stockpile any Products from the Property at such place or places as the Payor may elect. If the Payor stockpiles or holds inventory of any Product, then it shall ensure security for the site where such materials are stockpiled in accordance with industry standards. If any stockpiled Products have been processed and are in a form that is saleable without being sold for more than 120 days (the "Inventory Period"), then such Products shall be deemed to have been sold on the last day of the Inventory Period and the Payor shall have the obligation to pay the Royalty in accordance with Section 3.

(d) Commingling. If Product is produced from the Property, such activities may occur as part of a single operation with other mining properties owned by the Payor or its affiliates or in which the Payor or its affiliates have a direct or indirect interest, in which event the Parties agree that (notwithstanding separate ownership thereof) ores, metals, minerals or mineral products mined therefrom may be mixed or commingled at the time of mining or at any time thereafter and the Royalty shall be paid hereunder only with respect to Products mined or derived from the Property; provided, however, that the Payor or its affiliates shall calculate from representative samples the average grade thereof and other measures as are appropriate, and shall determine the weight or volume of and sample and analyse/assay all such materials before the same are so mixed or commingled. Any such determination of grade, weight or volume, sampling and analysis shall be made in accordance with sound and generally accepted sampling and analytic procedures and practices consistently applied. The weight or volume and the analysis so derived shall be used as the basis of proportionate allocation of payments in the event of a sale of materials so mixed or commingled. In addition, comparable procedures may be used by the Payor to apportion among any commingled Product any penalties and other charges and deductions, if any, imposed by the smelter, refiner or purchaser of such Product. The Payor shall ensure that customary and usual practices and procedures are adopted and employed for weighing, determining moisture content, sampling and assaying and determining recovery factors for the Products and other materials not from the Property, and shall record such data in order to determine the amount of economically recoverable materials extracted or derived from such minerals, metals and concentrates and materials not from the Property. The Payor shall maintain accurate records of the results of such sampling, weighing and analysis for a period of 365 days from the date that the Royalty Holder receives a statement prepared in accordance with Section 3(c) that relates to a Royalty payment and the Royalty Holder shall be permitted the right to examine such records relating to any blending and commingling of minerals, metals and concentrates and the materials not from the Property in accordance with the inspection rights in favour of the Royalty Holder set forth in Section 4(a).

(e) Trading Activities. Nothing in this Agreement precludes the Payor from undertaking Trading Activities. Any Trading Activities engaged in by the Payor or its affiliates in respect of Product produced from the Property, and the profits and losses generated thereby, shall not, in any manner, be taken into account in the calculation of Gross Revenues or Royalty payments due to the Royalty Holder hereunder, whether in connection with the determination of price, the date of Sale, the date any Royalty payment is due or in any other respect. In the case of Sales of Product pursuant to the terms of any Trading Contract, Gross Revenues shall be calculated based on the Applicable Spot Price on the date of Sale of such Product and not the sale price under the Trading Contract. The Royalty Holder acknowledges that the Payor and its affiliates engaging in Trading Activities may result in the Payor and its affiliates realizing from time to time lesser or greater profit for Product than does the Royalty Holder, since the quantum of the Royalty payments to be made hereunder in respect of sales pursuant to Trading Contracts is to be established by the Applicable Spot Price of the Product on the date of Sale. Similarly, the Royalty Holder shall not be obligated to share in any losses generated by any such Trading Activities with respect to any Product.

(f) Commercial Endeavours. The Payor shall use commercially reasonable efforts to sell Products derived from the Property as soon as commercially reasonable and on such terms, including bona fide Trading Activities, which the Payor in its sole discretion determines. For clarity, all decisions in respect of the exploration, development, operations, mining and marketing of or for Products on or from the Property shall be at the sole discretion of the Payor.

(g) Activities to be conducted in a Proper Manner. The Payor shall conduct its activities in relation to the Property in a proper manner in accordance with all Legal Requirements and generally accepted standards and practices in the mining industry applicable to a Canadian mining company.

8. Indemnity

(a) Subject to Section 8(b), the Payor indemnifies and holds the Royalty Holder harmless from and against any losses or damages arising from ownership and operation of the Property, including (i) exploration or mining operations on the Property, (ii) disposal of waste from the Property, (iii) reclamation of the Property, (iv) environmental liabilities arising in relation to operations on the Property, and (v) the marketing and sale of Product from the Property, it being understood and agreed between the Royalty Holder and the Payor that the Royalty is a right to receive certain payments from the Payor based upon Products produced from the Property and sold, but is not a right that imposes upon the Royalty Holder any associated or other obligations to the Payor or to any other person or entity, including any Governmental Authorities, or any obligation on the Royalty Holder to contribute or otherwise pay any cost or expense associated with or arising from any of the activities of the Payor on the Property.

(b) The indemnity in Section 8(a) is limited to losses, damages, claims, demands, liabilities, actions and proceedings that may be suffered or incurred by, or made or taken against, the Royalty Holder as a holder of the Royalty and will not include any indemnity with respect to any losses, damages, claims, demands, liabilities, actions and proceedings against the Royalty Holder in any other capacity, including in respect of the ownership by the Royalty Holder of an interest in the Property prior to the date hereof or as a holder of an interest in land. Nothing in Section 8(a) limits, affects or otherwise amends or varies any express agreement between the Payor and the Royalty Holder or their affiliates in respect of any losses or damages arising from (i) ownership or operation of the Property or (ii) ownership of an interest in any entity prior to the date hereof.

9. The Property, Surrender and Reacquisition

(a) If the Payor or any affiliate or successor or assignee of the Payor stakes, applies for, and obtains or otherwise acquires, directly or indirectly, any right to or interest in any mining claim, lease or other mineral right located within the boundaries of the Property, then such rights or interests shall thereafter become part of the Property.

• (b) If the Payor or any affiliate or any successor or assign of the Payor:
• (i) surrenders, allows to lapse or otherwise terminates its interest in the Property or any part thereof; and
• (ii) reacquires a mining right or a direct or indirect interest in mining rights in respect of the land covered by the former Property,

then the Royalty shall apply to such mining right or interest so acquired.

(c) In the case of any additional staking, claims or leases within the bounds of the Property, as contemplated in Section 9(a), or a mining right or interest, as contemplated in Section 9(b), then:

• (i) Payor must give notice thereof to the Royalty Holder within 10 days of such acquisition;
• (ii) Royalty Holder shall be entitled to registration of this Royalty Agreement against the so acquired Property, mining right or interest at the relevant public registry; and
• (iii) Payor must provide all reasonable co-operation in facilitating the registration contemplated in Section 6(d).

10. Assignment of Interests

(a) Subject to Section 10(b) and 10(c), the Royalty Holder may, at any time, without the consent of the Payor, assign, transfer or otherwise convey all or any of its rights or obligations under this Agreement to any person or persons; provided, however, that no such assignment, transfer or conveyance shall be effective unless the transferee has first executed and delivered to the Payor an instrument pursuant to which the transferee agrees to be bound by the terms hereof and by all of the liabilities and obligations of the transferor hereunder in the same manner and to the same extent as though the transferee was an original party hereto.

(b) The Royalty Holder may not transfer its interest, or any portion hereof, in the Royalty or this Agreement to any person (the "Proposed Transferee") unless (i) the Royalty Holder receives a bona fide binding written definitive offer from the Proposed Transferee specifying the purchase consideration and all other material terms and conditions of such proposed transfer (the "Proposed Terms"); and (ii) the Royalty Holder provides written notice (the "Offer Notice") to the Payor (A) of the Royalty Holder's receipt of such offer from the Proposed Transferee together with a copy of such offer; and (B) offering to sell such interest to the Payor on the Proposed Terms. The Payor shall have the right, but not the obligation, for a period of thirty (30) business days after its receipt of the Offer Notice (the "Election Period") to elect to purchase the Royalty Holder's interest on the Proposed Terms, in which event the consideration payable by the Payor shall have a value equal to the amount of consideration included in the Proposed Terms and, subject to the following, payable in the same form and allocation percentage (i.e., cash and/or common stock of the Payor) as presented in the Proposed Terms. Any such election shall be made by providing irrevocable written notice to the Royalty Holder within such Election Period (an "Election Notice"). If the Payor does not deliver an Election Notice within the Election Period, the Payor shall be deemed irrevocably to have elected to not purchase the offered Royalty interest and the right of first refusal granted in this Section 10(b) shall terminate. If the Payor timely elects to purchase the offered Royalty interest, the Parties shall close such transaction on the later of: (i) thirty (30) business days after the Payor provides the Offer Notice; or (ii) five (5) business days after the receipt from all applicable governmental authorities of all required consents and approvals, if any, with respect to such transfer. If the Payor does not elect or is deemed to not elect to purchase the applicable Royalty interest, then the Royalty Holder may Transfer the Royalty interest to the Proposed Transferee, but only on the Proposed Terms. If the Royalty Holder does not Transfer the Royalty interest to the Proposed Transferee on the Proposed Terms within the time specified in the Proposed Terms for closing, then the Payor's right of first refusal granted under this Section 10(b) shall be renewed, and the Royalty Holder shall be obligated to afford the Payor the right of first refusal in this Section 10(b) with respect to any proposed transfer of the Royalty Holder's interest in the Royalty or this Agreement.

(c) Despite any assignment by the Royalty Holder, the Payor and its affiliates will not be or become liable to make payments in respect of a Royalty to, or to otherwise deal in any manner in respect of this Agreement with, more than one person. If the interests of the Royalty Holder under this Agreement are at any time owned by more than one person, those owners must, as a condition of receiving payment under this Agreement, nominate in writing one person to act as agent and common trustee for receipt of monies payable under this Agreement and to otherwise deal with the Payor in respect of such interests and no royalty owner will be entitled to administer or enforce any provisions of this Agreement except through such agent and trustee. After receipt of notice in accordance with Section 13 nominating an agent and trustee, the Payor will thereafter make, and be entitled without further enquiry to make, payments due under this Agreement in respect of a Royalty to that agent and trustee and to otherwise deal with that agent and trustee as if it were the sole holder of a Royalty.

(d) The Payor shall not assign, transfer, sell or otherwise dispose of its right, interest and obligations to and under this Agreement, directly or indirectly, without the prior written consent of the Royalty Holder, which may be withheld or conditioned in the Royalty Holder's sole and absolute discretion, provided that the Payor shall be entitled to assign, transfer, sell or otherwise dispose of all or a portion of its right, interest and obligations to and under this Agreement without such consent in connection with a valid sale, transfer or assignment of all or a portion of the Property or the Mining Rights to an arm's length party with sufficient financial resources, and demonstrable mining, engineering and metallurgical expertise necessary to run a mining project. No such sale, assignment, transfer, conveyance or other disposition shall be effective unless the transferee has first executed and delivered to the Royalty Holder an instrument pursuant to which the transferee agrees to be bound by the terms hereof and by all of the liabilities and obligations of the Payor hereunder in the same manner and to the same extent as though the transferee was an original party hereto. Nothing in this Section 10(d) will prevent a sale, assignment, transfer, conveyance or other disposition of all or a portion of the Property or Mining Rights to an affiliate of the Payor as long as such affiliate has sufficient financial resources, and demonstrable mining, engineering and metallurgical expertise necessary to run a mining project and, prior to such sale, assignment, transfer, conveyance or other disposition, the Payor causes any such affiliate to assume in writing the obligations to the Royalty Holder under this Agreement and to retransfer the Property and Mining Right to the Payor before ceasing to be an affiliate of the Payor.

(e) Nothing in Section 10(d) shall prevent the acquisition of Control of Payor by any person by way of a take-over bid, the sale by Payor of all or substantially all of its assets and business, or the acquisition, amalgamation, arrangement, scheme of arrangement, merger or combination of Payor by, with or into any other person, in each case, provided that the common shares of Payor are listed and posted for trading on an internationally recognized stock exchange at the time of entering into such transaction.

11. Record Keeping and Access

(a) Access to Books and Records. The Payor will cause to be kept proper books of account, records and supporting materials covering all matters relevant to the calculation of the Royalty payments payable to the Royalty Holder hereunder. Upon not less than 15 Business Days' prior written request from the Royalty Holder, duly authorized representatives of the Royalty Holder (which may include representatives of the Royalty Holder's auditors) shall be entitled, at the Royalty Holder's cost and expense, to inspect and audit such books of account, records,

Technical Data, and other supporting materials, make and take away copies of such books and records, and be provided the opportunity to discuss issues raised by its audit with the Payor's accountants and other relevant personnel for the purposes of confirming any information contained in a statement delivered to the Royalty Holder pursuant to Section 3(c) or otherwise confirming the rights and obligations of the Royalty Holder and the Payor hereunder.

(b) Access to Operations. Upon not less than 20 Business Days' prior written request from the Royalty Holder and at convenient times during normal working hours and in accordance with applicable safety procedures and Legal Requirements, the Royalty Holder and its representatives shall be entitled, at their own risk and expense, to enter upon any portion of the Property for the purposes of confirming any information contained in a statement delivered to the Royalty Holder pursuant to this Agreement or otherwise confirming the rights and obligations of the Royalty Holder and the Payor hereunder. Such site visits may not occur more than once per year, unless an audit under this Agreement reveals that the Royalty Holder has been underpaid, in which case the Royalty Holder may conduct site visits at all reasonable times. Any site visits by the Royalty Holder and its representatives shall not cause any delays or disruptions in the Payor's operations at the Property. The Royalty Holder agrees to reimburse and indemnify the Payor from any direct losses or commercially reasonable expenses incurred by the Payor as a result of facilitating and/or accommodating the Royalty Holder and/or its representatives' site visit(s).

12. Applicable Law; Attornment

(a) This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(b) Each Party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in the province of Ontario, Canada in respect of any proceedings arising out of or in connection with this Agreement. Each Party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

13. Notices

(a) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by email or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:

(i) if to the Royalty Holder:

c/o: IAMGOLD Corporation

401 Bay Street, #3200 Toronto, Ontario, M5H 2Y4

Attention: Email: Timothy Bradburn [Redacted - confidential information]

(ii) if to the Payor:

Jaguar Mining Inc.

100 King Street, 56th Floor Toronto, Ontario, M5X 1C9

Attention:	[●]
Email:	[●]

(b) Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

(c) Any Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 13.

14. Confidentiality

(a) All Confidential Information shall be treated as confidential by the Royalty Holder and shall not be disclosed to any other person other than in circumstances where the Royalty Holder has an obligation to disclose such information in accordance with applicable securities legislation, the applicable rules or policies of any recognized stock exchange or any other applicable Legal Requirements or any Permit, in which case, such disclosure shall only be made after consultation with the Payor (if reasonably practicable and permitted by applicable Legal Requirements). The Payor acknowledges and agrees that the Royalty Holder may disclose Confidential Information to (a) its directors, officers and employees (and the directors, officers and employees of its affiliates), (b) its and its affiliates' financial, accounting, legal and professional advisors, as well as its and its affiliates' lenders, underwriters and investment bankers, and each of their respective directors, officers, partners or employees, and (c) any actual or prospective bona fide purchaser of the Royalty Holder's rights, benefits or obligations under this Agreement (collectively, "Representatives"), in each such case provided that (x) each of such Representatives to whom Confidential Information is disclosed is advised of the confidentiality of such information and is directed to abide by the terms and conditions of this Section 14, and (y) the Royalty Holder shall be liable for any breach of this Section 14 by its Representatives.

(b) Each Party agrees that if such Party or its affiliate is required to file this Agreement on SEDAR and/or EDGAR under applicable securities legislation, the Party which has the filing or disclosure requirement shall, prior to filing or disclosing this Agreement, consult with the other Party to redact any commercially sensitive information contained in this Agreement to the maximum extent permitted by law, and such disclosing or filing Party shall give reasonable consideration to the comments of the other Party.

15. Successors and Assigns

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

16. General Contractual Provisions

(a) Each of the Parties to this Agreement shall from time to time and at all times do all such further acts and execute and deliver all further agreements and documents as shall be reasonably required in order fully to perform and carry out the terms of this Agreement.

(b) This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by each of the Parties.

(c) Nothing in this Agreement will be deemed to constitute any Party as the partner, agent or legal representative of the other Party or to create any fiduciary relationship between them. It is not the intention of the Parties to create, nor shall this Agreement be construed to create, any mining, commercial or other partnership.

(d) This Agreement may be executed in any number of counterparts and by facsimile or electronic signatures, each of which shall constitute an original and all the counterparts taken together shall constitute one and the same instrument.

[Remainder of page has been intentionally left blank.]

IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the date first written above.

AGEM LTD.

by Name: Title:

Name: Title:

JAGUAR MINING INC.

by

Name: Title:

Name: Title:

APPENDIX A

Description of Property

The Pitangui Project

PITANGUI BLOCK
DNPM / ANM -ID	STATE	MUNICIPALITY		COMPANY	STATUS	AREA	TAX 2023 TAH R\$	DATE PAG. 1° YEAR	DATE.PAG. 2° YEAR	DATE.PAG. 3° YEAR	INITIAL DATE	RENEWAL DATE	EXPIRING DATE	PROJECT/JV
830.513/2015 OPN	MINAS GERAIS	ONCA DO PITANGUI	ACTIVE	IAMGOLD	EXTENSION CONCESSION	1.259.05		31/01/2020	31/01/2021	31/01/2022	26/08/2016	22/10/2019	03/05/2024	IAMGOLD - PITANGUI BLOCK - MG
830.514/2015	MINAS GERAIS	ONCA DO PITANGUI	ACTIVE	IAMGOLD	EXTENSION CONCESSION	1,519.58		31/01/2020	31/01/2021	31/01/2022	26/08/2016	22/10/2019	03/05/2024	IAMGOLD - PITANGUI BLOCK - MG
830.515/2015	MINAS GERAIS	ONCA DO PITANGUI	ACTIVE	IAMGOLD	EXTENSION CONCESSION	1.749,47		31/01/2020	31/01/2021	31/01/2022	26/08/2016	22/10/2019	03/05/2024	IAMGOLD - PITANGUI BLOCK - MG
831.136/2015	MINAS GERAIS	ONÇA DO PITANGUI PARA DE MINAS	ACTIVE	IAMGOLD	EXTENSION CONCESSION	1.682.33		31/01/2020	31/01/2021	31/01/2022	26/08/2016	22/10/2019	03/05/2024	IAMGOLD - PITANGUI BLOCK - MG
831.135/2015 APARIÇÃO	MINAS GERAIS	ONÇA DO PITANGUI PARA DE MINAS	ACTIVE	IAMGOLD	POSITIVE REPORT SUBMITTED IN JULY 2023	1.850.67		31/01/2019	31/01/2020	31/01/2021	26/10/2015	26/12/2018	08/07/2023	IAMGOLD - PITANGUI BLOCK - MG
830.512/2015 PASTOR	MINAS GERAIS	ONÇA DO PITANGUI PARA DE MINAS	ACTIVE	IAMGOLD	EXTENSION CONCESSION	446,71	2.894.68	31/07/2023	31/07/2024	31/07/2025	26/08/2016	07/02/2023	07/02/2026	IAMGOLD - PITANGUI BLOCK - MG
831.134/2015	MINAS GERAIS	PARA DE MINAS	ACTIVE	IAMGOLD	CONCESSION	746.72	3.233.30	31/01/2022	31/01/2023	31/01/2024	06/08/2021		30/09/2024	IAMGOLD - PITANGUI BLOCK - MG
830.936/2007 SÃO SEBASTIÃO DEPOSIT	MINAS GERAIS	ONCA DO PITANGUI	ACTIVE	AGUA NOVA	UPDATED FINAL REPORT APPROVED PAE TO BE SUBMITTED IN APRIL 2024	1.593.54	NO PAYMENT DUE							IAMGOLD - PITANGUI BLOCK - MG
830.934/2007 SÃO SEBASTIÃO DEPOSIT	MINAS GERAIS	ONCA DO PITANGUI	ACTIVE	AGUA NOVA	UPDATED FINAL REPORT APPROVED PAE TO BE SUBMITTED IN APRIL 2024	1.686,09	NO PAYMENT DUE							IAMGOLD - PITANGUI BLOCK - MG

The Acurui Project

				RIO ACIMA - ITAVERAVA BLOCK / JAGUAR
--	--	--	--	---------------------------------------------	--

	DNPM / ANM -ID	STATE	MUNICIPALITY		COMPANY	STATUS	AREA	TAX 2023 TAH R\$	DATE, PAG 1° YEAR	DATE PAG. 2° YEAR	DATE.PAG. 3° YEAR	INITIAL DATE	RENEWAL DATE	EXPIRING DATE	PROJECT/JV
	832.248/2013	MINAS GERAIS	CONGONHAS	ACTIVE	KINROSS	APPLICATION	1.900.32	8.228.39						NOT GRANTED YET	IAMGOLD / JAGUAR JV - MG
$\overline{c}$	831.732/2018	MINAS GERAIS	ITABIRITO	ACTIVE	IAMGOLD	APPLICATION	70.60	305,70						NOT GRANTED YET	IAMGOLD / JAGUAR JV - MG
3	830.517/2015	MINAS GERAIS	ITAVERAVA	ACTIVE	CNM	APPLICATION	451.09	1.953.22						NOT GRANTED YET	IAMGOLD / JAGUAR JV - MG
	832.406/2016	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	CONCESSION	1.431.85	6.199.91	31/07/2022	31/07/2023	31/07/2024	14/03/2022		14/03/2025	IAMGOLD / JAGUAR JV - MG
5	830.531/2018	MINAS GERAIS	ITABIRITO	ACTIVE	IAMGOLD	CONCESSION	1.616,08	6.997,63	31/07/2022	31/07/2023	31/07/2024	18/04/2022		14/04/2025	IAMGOLD / JAGUAR JV - MG
	833.038/2006	MINAS GERAIS	NOVA LIMA	ACTIVE	AGUA NOVA	CONCESSION	1.078.21	4.668,65	31/07/2022	31/07/2023	31/07/2024	30/05/2022		30/05/2025	IAMGOLD / JAGUAR JV - MG
$\overline{7}$	832.177/2021	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	CONCESSION	5.12	22.17	31/07/2022	31/07/2023	31/07/2024	07/03/2022		07/03/2025	IAMGOLD / JAGUAR JV - MG
$\mathbf{a}$	830.003/2022	MINAS GERAIS	ITABIRITO	ACTIVE	IAMGOLD	CONCESSION	114,76	496,91	31/07/2022	31/07/2023	31/07/2024	12/05/2022		12/05/2025	IAMGOLD / JAGUAR JV - MG
9	830.004/2022	MINAS GERAIS	ITABIRITO	ACTIVE	IAMGOLD	CONCESSION	3.36	14,55	31/07/2022	31/07/2023	31/07/2024	12/05/2022		12/05/2025	IAMGOLD / JAGUAR JV - MG
10	832.126/2016	MINAS GERAIS	CONGONHAS	ACTIVE	AGUA NOVA	EXTENSION CONCESSION	1.208,07	7.828.29	31/07/2023	31/07/2024	31/07/2025	06/09/2018	09/02/2023	09/02/2026	IAMGOLD / JAGUAR JV - MG
11	830.901/2009	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	EXTENSION CONCESSION	9.75	63.18	31/01/2023	31/01/2024	31/01/2025	27/02/2018	22/08/2022	22/08/2025	IAMGOLD / JAGUAR JV - MG
12	832.405/2016	MINAS GERAIS	ITABIRITO	ACTIVE	MSOL	EXTENSION CONCESSION	1.021.27	6.617.83	31/07/2023	31/07/2024	31/07/2025	06/09/2018	21/03/2023	21/03/2026	IAMGOLD / JAGUAR JV - MG
13	831.264/2018 COSSOLOSO	MINAS GERAIS	NOVA LIMA	ACTIVE	AGUA NOVA	EXTENSION CONCESSION	928.88	6.019.14	31/07/2023	31/07/2024	31/07/2025	06/09/2018	09/02/2023	09/02/2026	IAMGOLD / JAGUAR JV - MG
14	830.688/2016	MINAS GERAIS	RIO ACIMA	ACTIVE	MSOL	EXTENSION CONCESSION	884,80	5.733,50	31/01/2019	31/01/2020	31/01/2021	26/07/2018	21/03/2023	21/03/2026	IAMGOLD / JAGUAR JV - MG
15	832.528/2006	MINAS GERAIS	CONGONHAS	ACTIVE	AGUA NOVA	EXTENSION CONCESSION	584.67	3.788.66	31/07/2023	31/07/2024		13/12/2007	23/03/2023	23/03/2025	IAMGOLD / JAGUAR JV - MG
16	832.616/2015	MINAS GERAIS	ITAVERAVA	ACTIVE	IAMGOLD	CONCESSION	1.612.03	6.980.09	31/07/2021	31/07/2022	31/07/2023	02/06/2021		01/10/2024	IAMGOLD / JAGUAR JV - MG
17	832.512/2016	MINAS GERAIS	RIO ACIMA	ACTIVE	AGUA NOVA	CONCESSION	640.48	2.773.28	31/01/2022	31/01/2023	31/01/2024	06/08/2021		30/09/2024	IAMGOLD / JAGUAR JV - MG
18	831.137/2015	MINAS GERAIS	RIO ACIMA	ACTIVE	CNM TO IAMGOLD	CONCESSION	29,63	128,30	31/07/2021	31/07/2022	31/07/2023	26/04/2021		30/09/2024	IAMGOLD / JAGUAR JV - MG
19	830.149/2018	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	CONCESSION	467.17	2.022.85	31/01/2022	31/01/2023	31/01/2024	16/12/2021		16/12/2024	IAMGOLD / JAGUAR JV - MG
20	832.174/2021	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	CONCESSION	166,07	719,08	31/01/2022	31/01/2023	31/01/2024	24/12/2021		24/12/2024	IAMGOLD / JAGUAR JV - MG
21	832.175/2021	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	CONCESSION	112.94	489.03	31/07/2022	31/07/2023	31/07/2024	05/01/2022		05/01/2025	IAMGOLD / JAGUAR JV - MG
22	831.749/2006	MINAS GERAIS	CONSELHEIRO LAFAIETE	ACTIVE	AGUA NOVA	POSITIVE REPORT SUBMITED	1.068.55	NO PAYMENT DUE							IAMGOLD / JAGUAR JV - MG
23	833.022/2006	MINAS GERAIS	ITABIRITO	ACTIVE	AGUA NOVA	PAE SUBMITTED 12/09/2022	1.800.29	NO PAYMENT DUE							IAMGOLD / JAGUAR JV/ GEPI - MO