DUNDEE RESOURCES LIMITED
AND
MAGNA MINING INC.

INVESTOR RIGHTS AGREEMENT

DATED AS OF July 23, 2024

ARTICLE 1 INTERPRETATION

1.1 Definitions ... 3
1.2 Rules of Construction ... 5
1.3 Governing Law ... 6
1.4 Severability ... 6
1.5 Time of Essence ... 6
1.6 Entire Agreement ... 6

ARTICLE 2 PARTICIPATION RIGHT

2.1 Participation Right ... 6
2.2 Closing ... 8

ARTICLE 3 EXCLUDED ISSUANCES

ARTICLE 4

4.1 Investor Nominee ... 9

ARTICLE 5 MISCELLANEOUS

ERROR! BOOKMARK NOT DEFINED.
5.1 Mutual Representations and Warranties ... 11
5.2 Error! Bookmark not defined.
5.3 Error! Bookmark not defined.
5.4 Termination ... 12
5.5 Notices ... 12
5.6 Consent ... 13
5.7 Execution in Counterpart ... 13
5.8 Amendment and Waiver ... 13
5.9 Choice of English Language ... 14
5.10 Assignment ... 14
5.11 Expenses ... 14

SCHEDULE A CONFIDENTIALITY

A-1

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT dated as of the 23rd day of July, 2024,

BETWEEN:

DUNDEE RESOURCES LIMITED., a company existing under the laws of the Province of Ontario,

(the "Investor")

and-

MAGNA MINING INC., a company existing under the laws of the Province of Ontario,

(the "Corporation")

RECITALS:

A. The Investor has agreed to the early exercise of 5,000,000 warrants to purchase 5,000,000 common shares in the capital of the Corporation for gross proceeds of $2,025,000 to the Corporation, which exercise shall take place on July 23, 2024 (the "Share Purchase Transaction");

B. As a condition of completion of the Share Purchase Transaction by the Investor, the Corporation has agreed to grant certain rights to the Investor which are set out herein, on the terms and subject to the conditions set out herein.

NOW THEREFORE this Investor Rights Agreement, together with Schedule A attached herein (the "Agreement"), witnesses that in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt, sufficiency and adequacy of which is hereby acknowledged), the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

For the purposes of this Agreement, unless 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:

(a) "affiliate" has the meaning ascribed thereto in the Securities Act (Ontario);

(b) "Agreement" means this investor rights agreement, including any amendments or restatements thereof;

(d) "Business Day" means any day except Saturday, Sunday or a statutory or civic holiday in the City of Toronto, Ontario or any other day on which the principal chartered banks located in Toronto, Ontario are not open for business;

(e) "Confidential Information" has the meaning set out in Section 5.3;

(f) "Corporation" means Magna Mining Inc. and its successors and assigns;

(g) "Equity Financing" has the meaning set out in Section 2.1(a);

(h) "Equity Financing Notice" has the meaning set out in Section 2.1(a);

(i) "Equity Securities" has the meaning set out in Section 2.1(a);

(j) "Exercise Notice" has the meaning set out in Section 2.1(d);

(k) "Investor" means Dundee Resources Limited and its successors and assigns;

(l) "Investor Nominee" has the meaning set out in Section 4.1(a);

(m) "Investor's Diluted Ownership Percentage" means the percentage equal to the fraction, the numerator of which is the sum of (a) all Shares held by the Investor and its affiliates plus (b) all securities exercisable, convertible or exchangeable into Shares held by the Investor and its affiliates, whether or not such securities are subject to any conditions or restrictions on exercise, conversion or exchange, on an "as converted basis" (assuming the conversion, exercise and/or exchange thereof) and the denominator of which is the sum of (c) all outstanding Shares of the Corporation, and (d) all securities exercisable, convertible or exchangeable into Shares issued by the Corporation of the same class held by the Investor and its affiliates, whether or not such securities are subject to any conditions or restrictions on exercise, conversion or exchange, on an "as converted basis" (assuming the conversion, exercise and/or exchange thereof);

(n) "Investor's Percentage" means the percentage equal to the fraction, the numerator of which is the Shares, directly or indirectly, collectively owned, controlled or directed by the Investor and any of its affiliates and the denominator of which is the issued and outstanding Shares of the Corporation, the whole computed on a non-diluted basis;

(o) "Issuance" has the meaning set out in Section 2.1(a);

(p) "Notice Period" has the meaning set out in Section 2.1(d);

(q) "OBCA" means the Business Corporations Act (Ontario);

(r) "Participation Right" has the meaning set out in Section 2.1(b);

(s) "person" shall be broadly interpreted and includes any individual, corporation, partnership, joint venture, limited liability company, association or other business entity and any trust, unincorporated organization or government or any agency or political subdivision thereof;

(t) "Purpose" has the meaning set out in Section 5.2(a);

(u) "Securities Laws" means, collectively, the applicable securities laws of each of the provinces and territories of Canada and the respective regulations, instruments and rules made under those securities laws, together with all applicable published policy statements, notices, blanket orders and rulings of the securities commissions or regulatory authorities

of Canada and of each of the provinces and territories of Canada and the applicable rules and requirements of any stock exchange;

(v) "Share Purchase Transaction" has the meaning set out in the Recitals to this Agreement;

(w) "Shares" means the common shares in the capital of the Corporation;

(x) "subsidiary" has the meaning ascribed thereto in the Securities Act (Ontario); and

(y) "TSXV" means the TSX Venture Exchange.

1.2 Rules of Construction

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

(a) 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;

(b) references to an "Article" or "Section" followed by a number or letter refer to the specified Article or Section to this Agreement;

(c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(d) 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;

(e) the word "including" is deemed to mean "including without limitation";

(f) the terms "party" and "the parties" refer to a party or the parties to this Agreement;

(g) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;

(h) 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, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;

(i) all references to a percentage ownership interest of Shares shall be calculated on a non-diluted basis;

(j) 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;

(k) whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day; and

(l) in the event that during the term of this Agreement, the Corporation is continued or is otherwise governed by a statute or regime other than the OBCA, all references to the OBCA contained herein shall be read to refer to such other statute or regime.

1.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the Investor and the Corporation hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to any matters arising out of this Agreement.

1.4 Severability

If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of such provision and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected.

1.5 Time of Essence

Time shall be of the essence of this Agreement.

1.6 Entire Agreement

This Agreement and Schedule A attached hereto constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof, which, for certainty, does not include the confidentiality agreement entered into between the Investor and the Corporation dated March 22, 2024. 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 in this Agreement.

ARTICLE 2 PARTICIPATION RIGHT

2.1 Participation Right

(a) During the term of this Agreement, if the Corporation proposes to issue (the "Issuance") any Shares, or securities convertible into or exercisable to acquire Shares (the "Equity Securities"), whether pursuant to a public offering (excluding, for greater certainty, the filing of a base shelf prospectus, but including any prospectus supplement filed pursuant to such base shelf prospectus), a private placement, securities for debt settlement, or otherwise for cash or cash equivalents (an "Equity Financing") at any time after the date thereof, the Corporation shall provide the Investor reasonable notice (the "Equity Financing Notice") of such intended Issuance as soon as practicable and in any event prior to the earlier of (i) the Corporation entering into an agreement to issue, distribute or offer Equity Securities pursuant to the Issuance and (ii) the issuance of a press release or other public disclosure of such intended Issuance, including the type and number of Equity Securities, the price per Equity Security or deemed price per Equity Security to be issued under the Equity Financing, the expected use of proceeds of the Equity Financing and the expected closing date of the Equity Financing to the extent known at the time.

(b) The Corporation agrees that, subject to the receipt of all required regulatory approvals (including the approval of the TSXV or such other stock exchange on which the Shares are listed at such time) which the Corporation will use commercially reasonable efforts to obtain, the Investor has the right (but not the obligation) (the "Participation Right"), upon receipt of an Equity Financing Notice, to subscribe for and to be issued, as part of any public offering, subject to Section 2.1(c), or on a private placement basis in connection with any other Equity Financing, and at the subscription price per Equity Security pursuant to the Equity Financing as provided for in the Equity Financing Notice, and otherwise on substantially the same terms and conditions of the Equity Financing:

(i) in the case of an Equity Financing of Shares, up to such number of Shares, that will allow the Investor and its affiliates to maintain a percentage ownership interest in the outstanding Shares that is the same as the Investor's Percentage immediately prior to the closing of such Equity Financing; and

(ii) in the case of an Equity Financing of or that includes Equity Securities that are convertible into or exercisable to acquire Shares, up to such number of Equity Securities that will (assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Equity Securities issued in connection with the Equity Financing and issuable to the Investor pursuant to this Section 2.1(b)) allow the Investor and its affiliates to maintain the same Investor's Diluted Ownership Percentage that the Investor held immediately prior to the closing of the such Equity Financing.

(c) The Corporation agrees that if an Equity Financing is made on a public offering basis, the Corporation shall use its commercially reasonable efforts to include any Equity Securities to be issued to the Investor pursuant to its Participation Rights as part of the prospectus offering, provided that if the Corporation is unable, despite using its commercially reasonable efforts, to include such Equity Securities as part of the prospectus offering, the Corporation shall, if requested by the Investor and subject to the receipt of all required regulatory approvals (including the approval of the TSXV or such other stock exchange on which the Shares are listed at such time), which the Corporation will use commercially reasonable efforts to obtain, sell such Equity Securities to the Investor on a private placement basis concurrent with the closing of such Equity Financing.

(d) If the Investor wishes to exercise the Participation Right in respect of a particular Equity Financing, the Investor shall give written notice to the Corporation (the "Exercise Notice") of the exercise of such right and of the number of Equity Securities the Investor wishes to purchase (i) subject to (ii) below, within five Business Days following the receipt by the Investor of the Equity Financing Notice; or (ii) notwithstanding (i), no later than 7:00 a.m. (Toronto time) on the Business Day immediately following the date of the Equity Financing Notice in the event the Equity Financing is a "bought deal" offering to be completed by way of prospectus or private placement (in either case, the "Notice Period"), failing which the Investor will not be entitled to exercise the Participation Right in respect of such Equity Financing. If the Investor does not exercise the Participation Right, the Corporation may during the 45 days following the end of the Notice Period proceed to implement the Equity Financing materially on the same terms (or on better terms to the Corporation) as were made available to the Investor and if the Equity Financing is not so implemented within the said 45 days, the Corporation must again meet its obligations under this Article 2.

2.2 Closing

(a) If the Corporation receives an Exercise Notice from the Investor within the Notice Period, then the Corporation shall, subject to the receipt and continued effectiveness of all required regulatory approvals (including, without limitation, the approval of the TSXV or such other stock exchange on which the Shares are listed at such time), which approvals the Corporation shall use commercially reasonable efforts to promptly obtain (such efforts to include applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below) and the closing of the relevant Equity Financing, issue to the Investor, against payment of the subscription price payable in respect thereof, that number of Shares or other Equity Securities, as applicable, set forth in the Exercise Notice.

(b) If the Corporation is required, under applicable laws and/or the rules of the TSXV or such other stock exchange on which the Shares are listed at the time, to seek shareholder approval for the issuance of the Equity Securities to the Investor, then the Corporation shall use commercially reasonable efforts to call and hold a meeting of its shareholders to consider (and the Corporation shall recommend that shareholders vote in favour of) the issuance of the Equity Securities to the Investor, or at its option get written consent, if permitted, as soon as reasonably practicable and in any event within 60 days after the date that the Corporation is advised by the TSXV or securities regulatory authority that it will require shareholder approval, (and the record date for voting at such shareholder meeting shall be a date that is prior to the first closing date of the Equity Financing (if the Corporation closes all or any part of the Equity Financing prior to obtaining shareholder approval)) unless the Corporation receives a voting agreement from each subscriber that they close the Equity Financing with prior to obtaining shareholders' approval pursuant to which such subscriber agrees to vote in favour of the resolution approving the issuance to the Investor. Subject to compliance with the above, the Corporation may close the Equity Financing prior to obtaining shareholder approval.

(c) The closing of any private placement pursuant to an exercise of the Participation Right by the Investor will take place as soon as reasonably practicable after the expiry of the Notice Period.

ARTICLE 3 EXCLUDED ISSUANCES

Notwithstanding anything to the contrary contained herein, Sections 2.1 to 2.2 inclusive will not apply to any issuance of securities (a) pursuant to the Corporation's existing stock option plan and other incentive plans as may be approved by shareholders of the Corporation from time to time, or to management, directors, service providers and employees of the Corporation or any subsidiary thereof for compensatory purposes; (b) upon the exercise, conversion or vesting of any convertible or exchangeable securities; or (c) in connection with or pursuant to any merger, business combination, exchange offer, take-over bid, arrangement, asset purchase transaction or other acquisition of assets or shares of a third party, provided, however, that the Investor shall be permitted to exercise its Participation Right in connection with the issuance of any Shares or other securities that may be delivered pursuant to the terms of any option agreement, earn-in agreement or similar agreement that the Corporation or any of its subsidiaries may be party to that does not exist as of the date hereof and to the extent the price per Equity Security is not determinable pursuant to any such any option agreement, earn-in agreement or similar agreement the parties agree, subject to TSXV approval (if applicable), that the price per security will be based volume weighted average trading price on the TSXV, or such other stock exchange where the majority of the trading volume

and value of the listed Shares of the Corporation occurs, for the 20 trading days ending three trading days prior to the relevant date (or the lowest price per security permitted by the TSXV to the extent it does not approve the 20 day volume weighted average trading price) or, if any Shares are not listed on any stock exchange, then on the over-the-counter market with the volume weighted average price per Share being determined by dividing the aggregate sale price of all Shares sold on the said exchange or market, as the case may be, during the said 20 trading days by the aggregate number of Shares so sold or, if the Shares are not listed or quoted on any stock exchange or over-the-counter market, such price as may be determined by the directors of the Corporation, acting reasonably; (e) pursuant to a rights offering, stock split, stock dividend or recapitalization, or (f) to the Investor or an affiliate of the Investor.

ARTICLE 4 BOARD REPRESENTATION

4.1 Investor Nominee

(a) During the term of this Agreement, the Investor shall be entitled to designate one individual, who may be a director or an officer of the Investor or any of its affiliates, to be nominated to serve as a director of the Corporation (the "Investor Nominee"). For the avoidance of doubt, although the Investor may have the right to nominate the Investor Nominee, the Investor shall not be required to nominate the Investor Nominee.

(b) The Investor Nominee must consent in writing to serve as a director of the Corporation and must complete a personal information form, if required, or such documentation as may be required by the TSXV (or such other stock exchange on which the Shares are listed from time to time) or pursuant to the OBCA and applicable Securities Laws and meet all statutory and stock exchange requirements for membership on the Board. The Investor Nominee must be eligible to serve as a director of the Corporation pursuant to (A) the rules and policies of the TSXV or such other stock exchange on which the Shares are listed from time to time, (B) the OBCA, and (C) any other applicable laws, including Securities Laws.

(c) Following receipt of notice from the Investor designating the initial Investor Nominee, the Corporation shall appoint such Investor Nominee to the Board as promptly as practicable (and in any event within ten Business Days) pursuant to the power of the Board to appoint additional directors between shareholder meetings or to fill a vacancy on the Board.

(d) The Corporation shall notify the Investor in writing promptly upon determining the date of any meeting of the shareholders at which directors of the Corporation are to be elected and, if the Investor desires to nominate the Investor Nominee, the Investor shall advise the Corporation of the name of the Investor Nominee that the Investor is entitled to nominate pursuant to Section 4.1(a) (as of the record date for the shareholders' meeting) within ten Business Days after receiving such notice. If the Investor does not advise the Corporation of the Investor Nominee within such ten Business Day period, then the Investor will be deemed to have designated the incumbent Investor Nominee for nomination for election at the relevant meeting of the shareholders (unless the Investor otherwise notifies the Corporation within such ten Business Day period).

(e) At each meeting of shareholders at which directors of the Corporation are to be elected, the Corporation shall cause the Investor Nominee that the Investor is entitled to nominate pursuant to Section 4.1(a) (as of the record date for the shareholders' meeting) to be included in the state of nominees proposed by the Corporation for election as directors of the Corporation. The Corporation shall use commercially reasonable efforts to cause the

10 -

election of the Investor Nominee, including recommending that shareholders vote and soliciting proxies from shareholders in favour of the election of the Investor Nominee. Forthwith following any meeting of shareholders at which an Investor Nominee was nominated to serve as a director but was not validly elected by the Shareholders in accordance with the OBCA, the Corporation shall take all steps necessary to appoint an Investor Nominee to the Board who is not the same individual who was not elected at the meeting of shareholders, including pursuant to the power of the Board to appoint additional directors between shareholders' meetings or to fill a vacancy on the Board.

(f) If an Investor Nominee ceases to hold office as a director of the Corporation for any reason (including as a result of a resignation by the Investor Nominee tendered pursuant to the Corporation's by-laws), other than as a result of the Investor no longer being entitled to nominate such Investor Nominee pursuant to Section 4.1(a), the Investor shall be entitled to nominate an individual to replace him or her and the Corporation shall promptly take all steps as may be necessary to appoint such individual to the Board to replace an Investor Nominee who has ceased to hold office, including pursuant to the power of the Board to appoint additional directors between shareholders' meetings or to fill a vacancy on the Board.

(g) The Investor may, at any time, request that the Corporation promptly remove its Investor Nominees from the Board and, upon such request, the Corporation shall promptly take all steps as may be necessary to remove such Investor Nominee and the Investor may propose an individual as a replacement Investor Nominee to the Board and the Corporation shall promptly appoint such replacement Investor Nominee to the Board.

(h) The Corporation shall pay all reasonable expenses incurred by the Investor Nominee in the performance of his or her duties for or on behalf of the Corporation incurred as a result of the Investor Nominee attending Board and committee meetings, including travel and accommodation expenses.

(i) The Corporation covenants and agrees with the Investor that upon the Investor Nominee's election or appointment to the Board, the Corporation shall agree to indemnify the Investor Nominee on terms at least as favourable as those provided to the other Board members and the Corporation shall ensure that the Investor Nominee has the benefit of any director and officer insurance policy in effect for the Corporation, such benefits to be at least as favourable as those available to the other members of the Board.

(j) The Investor Nominee shall be entitled to disclose to the Investor any information or documentation received by such Investor Nominee in his or her capacity as a member of the Board provided that the Investor preserves the confidentiality of such information or documentation as set forth in Section 5.3 and Schedule A

(k) The Investor acknowledges and agrees that upon receiving such information or documentation, the Investor and its affiliates (and their respective representatives) may be considered to be in a "special relationship" with the Corporation pursuant to the Securities Act (Ontario).

(l) The Investor Nominee shall be entitled to receive options, or other equity awards, as such awards may be granted from time-to-time by the Corporation, pursuant to the Corporation's equity compensation plans, and any cash fees, as compensation for services rendered as a

member of the Board, such compensation to be at least as favourable as that available to the other members of the Board.

ARTICLE 5

MISCELLANEOUS

5.1 Mutual Representations and Warranties

Each party represents and warrants to the other party hereto that:

(a) it is a body corporate duly incorporated or continued and duly organized and validly subsisting under the laws of its organizational jurisdiction;

(b) it has full power and authority to carry on its business and to enter into this Agreement;

(c) neither the execution and delivery of this Agreement nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party;

(d) the execution and delivery of this Agreement does not violate or result in the breach of the laws of any jurisdiction applicable to a party or pertaining thereto or of its organizational documents;

(e) all corporate authorizations have been obtained for the execution of this Agreement and for the performance of its obligations hereunder; and

(f) this Agreement constitutes a legal, valid and binding obligation of the party enforceable against it in accordance with its terms.

5.2 Right to Information

(a) For the purpose (the "Purpose") of permitting the Investor: (i) to monitor, oversee and make decisions with respect to the Investor's investment in the Corporation; (ii) to comply with the Investor's obligations under this Agreement; (iii) to exercise any of the Investor's rights under this Agreement; and (iv) to collaborate with the Corporation, and for no other purpose, the Corporation agrees that during the term of this Agreement, subject to the Corporation's obligations and restrictions under applicable laws, upon written request from the Investor, the Corporation shall provide the Investor with:

(i) written reports on the status of the Corporation's work programs on its properties and results of operations, as and when such reports are prepared by the Corporation for internal use;

(ii) the right to have quarterly discussions with the Corporation regarding the status of the Corporation's work programs and results of operations;

(iii) once per calendar year, reasonable access to the Corporation's team and its properties for the purpose of conducting site visits at mutually convenient dates and times to be agreed upon by the parties.

12 -

provided, however, that the Corporation shall not be obligated pursuant to this Section 5.2(a) to provide the Investor with any information that it reasonably and in good faith considers to be (i) a trade secret, (ii) based on the advice of outside legal counsel to the Corporation, would be inconsistent with the fiduciary obligations of the Board or a committee thereof, or (iii) based on the advice of outside legal counsel to the Corporation, the disclosure of which would adversely affect the attorney-client privilege between the Corporation and its counsel.

(b) The Corporation shall provide the Investor upon reasonable request, within two Business Days, the number of issued and outstanding Shares of the Corporation as at the date of the request.

(c) The Investor agrees that the information provided pursuant to this Section 5.2 shall be considered confidential and be subject to the restrictions set forth in Section 5.3 and Schedule A.

5.3 Confidentiality

The parties agree that for so long as this Agreement is in effect, the provisions set forth in Schedule "A" attached hereto shall apply to Confidential Information (as defined in Schedule "A").

5.4 Termination

This Agreement shall terminate and all rights and obligations hereunder shall cease immediately following such time as the Investor's Percentage is less than 10%, including by disposing of Shares, electing not to exercise all or any part of its rights in Article 2, or otherwise, for a period of 30 consecutive days. Upon termination of this Agreement, no party shall have any further obligations or liabilities hereunder; provided, that such termination shall not (a) relieve any party from liability for any breach of this Agreement prior to such termination, or (b) diminish, terminate, derogate or impair any rights of an Investor Nominee or the obligations of the Corporation described in Article 4, Section 5.3 and Schedule A shall survive any termination of this Agreement.

5.5 Notices

All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally or by pre-paid courier, upon receipt of a transmission confirmation if sent by email or other like electronic transmission (with confirmation) and on the next Business Day when sent by overnight courier to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) If to the Investor:

Dundee Resources Limited
80 Richmond Street West,
Suite 2000
Toronto, Ontario, M5H 2A4

Attention: Mark Pereira, Vice President and Corporate Secretary
e-mail: [Redacted – Personal Information]

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

13 -

Cassels Brock & Blackwell LLP
Bay Adelaide Centre - North Tower
40 Temperance St, Suite 3200
Toronto, Ontario, M5H 0B4
Canada

Attention: Jay King
e-mail: [Redacted – Personal Information]

(b) If to the Corporation:

Magna Mining
1300 Kelly Lake Road
Sudbury, Ontario, P3E 5P4

Attention: Jason Jessup
e-mail: [Redacted – Personal Information]

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

Bennett Jones LLP
100 King St W, Suite 3400
Toronto, Ontario, M5X 1A4 Canada

Attention: Abbas Ali Khan
e-mail: [Redacted – Personal Information]

5.6 Consent

The Investor hereby acknowledges that the Corporation will file a copy of this Agreement on SEDAR+, if required. The Corporation shall not file a copy of this Agreement on SEDAR+ without reasonable prior consultation with the Investor and the parties shall consult with each other with respect to any proposed redactions to this Agreement in compliance with Securities Laws before it is filed on SEDAR+.

5.7 Execution in Counterpart

This Agreement may be executed in one or more counterparts (by manual or electronic signature), each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument and receipt of an electronic version or PDF version of an executed signature page by a party shall constitute satisfactory evidence of execution of this Agreement by such party.

5.8 Amendment and Waiver

This Agreement or any provision hereof may not be amended except in writing signed by each of the parties hereto expressly so modifying such agreement or provision. The agreements set forth in this Agreement may be modified or waived only in writing by the party to whom such compliance is owed. It is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

14 -

5.9 Choice of English Language

It is the express wish of the parties that this Agreement and any related documents be drawn up in English only. Il est de la volonte expresse des parties que cette convention ainsi que tout document connexe soient rediges en langue anglaise seulement.

5.10 Assignment

Neither party may assign this Agreement or any interests, rights or benefits therein or thereunder without the prior written consent of the other party.

5.11 Expenses

Except as otherwise expressly provided in this Agreement, each party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first written above.

DUNDEE RESOURCES LIMITED

By: (signed) "Jonathan Goodman"
Name: Jonathan Goodman
Title: President and Chief Executive Officer

DUNDEE RESOURCES LIMITED

By: (signed) "Lila Murphy"
Name: Lila Murphy
Title: Executive Vice President and Chief Financial Officer

MAGNA MINING INC.

By: (signed) "Jason Jessup"
Name: Jason Jessup
Title: Chief Executive Officer

SCHEDULE A
CONFIDENTIALITY

This Schedule A, together with the Investor Rights Agreement to which it is attached, form one document which is the Agreement. Capitalized terms used in this Schedule A have the meaning given to such terms in the Investor Rights Agreement unless they are otherwise defined in this Schedule "A".

Certain Definitions: In this agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:

(a) "Affiliate" shall have the meaning set forth in National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators;
(b) "Party" means either the Corporation or the Investor, as applicable, and
(c) "Parties" means both the Corporation and the Investor, and in each case includes their respective Affiliates, except as otherwise indicated.

Confidential Information: Each party hereby agrees that all confidential information on financial affairs, operations, engineering and technical studies, accounting matters and exploration, including, without limitation, all maps, surveys, charts, data, core samples, drill hole logs, calculations, opinions and reports, and all other information whatsoever with respect to the Corporation and all information with respect to the equipment, facilities or other assets used in the business of the Corporation or the exploration or development of any of the properties owned, leased, under an option or earn-in arrangement or controlled by the Corporation, concerning or relating to the Corporation or the business thereof disclosed or furnished or to be disclosed or furnished to the Investor (whether disclosed in writing, orally, visually, electronically or by any other means) and all summaries, extracts and copies therefrom and all notes, memoranda, analyses, compilations, data, studies and other documents prepared by the Investor or any of the representatives or agents thereof containing or based upon, in whole or in part, any such information (herein collectively referred to as the "Confidential Information") is confidential and proprietary to the Corporation and that the Confidential Information will remain the exclusive property of the Corporation and will be kept confidential by the Investor and its affiliates, external legal counsel, bankers, lenders and advisors of the Investor as well as its respective directors, officers, employees, representatives, advisors and agents thereof (the categories of persons referred to above being herein collectively referred to as the Investor's "Representatives" and individually as a "Representative"), to the extent the Confidential Information is disclosed to such Affiliates and Representatives, provided, however, that:

(a) the Confidential Information may be disclosed to the Affiliates of the investor and the Representatives solely to assist the Investor in carrying out the Purpose;
(b) the Investor shall direct its Affiliates and Representatives to which Confidential Information is disclosed to treat the Confidential Information as confidential consistent with the terms of this Agreement and abide by the terms of this Agreement;
(c) the Investor agrees (i) that the Investor will be responsible for: (A) any breach or threatened breach of this Agreement by any Affiliate or Representative of the Investor, and (B) any unauthorized use or disclosure of any Confidential Information by any Affiliate or Representative of the Investor, (ii) to take all reasonable and legally permissible measures (including, but not limited to, court proceedings) to restrain such Affiliates and

A-1

Representatives of the Investor from disclosure or improper use of the Confidential Information or from breaching or threatening to breach any other provision of this Agreement, and (iii) that the Corporation, will not be required to first assert a claim against any of such persons as a condition of seeking or obtaining a remedy against the Investor; and

(d) disclosure of the Confidential Information may be made to any other persons to whom the Corporation may specifically consent, in advance, in writing from time to time;

provided, for certainty, that no information provided to Jonathan Goodman or any other director, officer or employee of the Investor and its Affiliates, in their capacity as a director of the Corporation, shall be subject to the terms of the Agreement or this Schedule "A".

The Investor hereby agrees that the Confidential Information will be used only for the Purpose. In the event that the Agreement is terminated or within ten (10) business days of receipt of a written request to do so from the Corporation, the Investor shall either (i) destroy all copies of the Confidential Information and expunge all Confidential Information from any computer, word processor, disk or other similar device into which it was programmed or inputted by or on behalf of the Investor, or (ii) return at the investor's own expense all Confidential Information to the Corporation and expunge all Confidential Information from any computer, word processor, disk or other similar device into which it was programmed or inputted by or on behalf of the Investor. The Investor agrees to promptly certify in writing to the Corporation that the Investor has complied with its obligations under this provision. Notwithstanding the return or destruction of the Confidential Information, the investor and the Affiliates of the Investor will continue to be bound by the obligations hereunder. Notwithstanding the foregoing, the Investor shall not be required to return to the Corporation, or destroy, (i) board or board committee minutes; (ii) board or board committee papers; (iii) any other materials required by law and/or regulation to be retained by the Investor or its Representatives or as a result of an automated data back-up system used in the ordinary course of business to which users would not normally have access in the ordinary course of business; or (iv) where such documents are required to be retained for the purpose of applicable professional standards, practices codes or insurance policies; provided that any of the materials so retained shall be kept confidential pursuant to the terms hereunder.

Securities Laws: The Investor hereby acknowledges that it is aware (and that its Affiliates and Representatives of the Investor who are apprised of the Agreement have been, or upon becoming so apprised will be, advised) of the restrictions imposed by Securities Laws and other applicable laws relating to the possession and use of material information concerning the Corporation and its affiliates which has not been publicly disclosed, and which the Investor may have access to as part of the Confidential Information.
Exclusions: This Agreement does not apply to information comprising part of the Confidential Information, to the extent that such information: (a) is part of, or enters, the public domain and becomes generally available to the public, other than as a result of direct or indirect disclosure by the Investor, any affiliate of the Investor or any Representative (including, without limitation, disclosure as a result of a violation of the terms of this Agreement by the Investor, any Affiliate of the Investor or any Representative thereof); (b) is generally known on the date thereof or at the time of the disclosure of such information by the Corporation to the Investor or later becomes generally known, in either case other than as a result of disclosure in violation of the terms of this Agreement by the Investor, any Affiliate of the Investor or any Representative after the date thereof; (c) was developed by the Investor independent of any disclosure by the Corporation or was available to the Investor on a non-confidential basis prior to its disclosure to the Investor by the Corporation; (d) is

A-2

available to the Investor on a non-confidential basis prior to disclosure by the Corporation or becomes available to the Investor on a non-confidential basis from a person other than the Corporation provided that such person is not then in violation of a confidentiality obligation owed to the Corporation of which the Investor is aware; or (e) is required to be disclosed by applicable law or stock exchange requirements (subject to the obligations of the Investor under Sections 6 and 7 thereof).

No Representation: The Corporation shall not be deemed to have made any representation or warranty which is not expressly set out in the Agreement (including without limitation as to the accuracy or completeness of any Confidential Information furnished to the Investor) and shall have no obligation to revise or update any Confidential Information previously provided to the Investor. The obligation of the Corporation to deliver the Confidential Information to the Investor shall be satisfied by the delivery of the Confidential Information belonging to or now in existence and in the current condition thereof. The Investor agrees that neither the Corporation nor any agent of the Corporation shall have any liability to the Investor, any of its Affiliates or Representatives, resulting from the use or non-use of the Confidential Information by the Investor, any of its affiliates or their aforementioned representatives, as the case may be, or to any errors therein or omissions therefrom, regardless of any decision made in reliance on the Confidential Information, and neither the Investor nor any of its Affiliates or Representatives, shall make any claims whatsoever against the Corporation, with respect to, or arising out of, the Confidential Information. Notwithstanding any other provision of the Agreement, nothing in the Agreement, obligates either party to make any particular disclosure of Confidential Information.
No Public Disclosure: In addition, except as required by applicable law or stock exchange listing requirements as such requirements are determined by outside legal counsel to either the Investor or Corporation and their respective affiliates or representatives (as the case may be), neither the Investor nor the Corporation nor any of their respective affiliates or representatives shall, without the prior written consent of the other party, disclose, or allow to be disclosed, any of the terms of this Agreement and the fact of its existence.
Protective Order: In the event that the Investor, any of its Affiliates or Representatives, or such other persons to whom the Investor or any of its Affiliates or Representatives transmits Confidential Information becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or stock exchange requirement to disclose any of the Confidential Information, as the case may be, the Investor will, to the extent permitted by law and is reasonably practical in the circumstances, provide the Corporation with prompt written notice so that the Corporation may, at its sole cost, seek a protective order or other appropriate remedy and/or waive compliance with the provisions of the Agreement. The Investor and its Affiliates and Representatives shall cooperate with and use their commercially reasonable efforts to assist the Corporation in obtaining any protective order or other remedy. In the event that such protective order or other remedy is not obtained, or the Corporation waives compliance with the provisions of the Agreement, the Investor, its Affiliates or Representatives, or such other person to whom the Investor or any of its Affiliates or Representatives has transmitted Confidential Information, as the case may be, will furnish only such information about the Confidential Information, as the case may be, that is legally required and the Investor will exercise its commercially reasonable efforts to seek to have confidential treatment accorded to such Confidential Information.
Specific Performance: The Investor acknowledges that the Corporation may not have an adequate remedy at law for monetary damages in the event that the provisions of this Schedule A is not performed in accordance with its terms and, accordingly, agrees that the Corporation shall be

A-3

entitled to specific performance of the terms hereof in addition to any other remedy to which it may be entitled at law or in equity, without the necessity of posting a bond or other security for costs or damages.

Miscellaneous:

(a) Nothing in the Agreement nor the disclosure of Confidential Information to the Investor, its Affiliates and Representatives hereunder creates any agency, partnership, joint venture, representative or employment relationship between the parties. Except as expressly provided herein, each party shall have the right to engage in any independent business activities or operations, whether or not competitive with the business activities or operations of the other party, without consulting with, or obligation to, the other party.

(b) In no event shall Investor be deemed to have acquired any right or interest of any kind in or to the Confidential Information or be subject to any commitment to enter into any further agreement with the Corporation by virtue of the Agreement.

(c) It is understood and agreed that no failure or delay by either the Corporation or the Investor in exercising any right, power or privilege hereunder or in enforcing any provision of this Schedule "A" shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other right, power, privilege or enforcement hereunder.

(d) Certain of the Confidential Information to which the Investor may be given access pursuant to this Agreement is information to which solicitor-client privilege and/or litigation privilege ("Privilege") attaches (collectively, "Privileged Information"). The Investor acknowledges and agrees that such access is not intended and should not be interpreted as a waiver of any Privilege in respect of Privileged Information or of any right to assert or claim Privilege in respect of Privileged Information. To the extent there is any waiver of Privilege, it is intended to be a limited waiver in favour of the Investor. The Investor shall, at the request and expense of Corporation, claim or assert, or use commercially reasonable efforts to cooperate to claim or assert, Privilege in respect of Privileged Information.

(e) The Agreement is in addition to and not in substitution for or derogation of any rights of the Corporation and the Investor at law or in equity arising in any way in connection with the disclosure of the Confidential Information by the Corporation.

A-4

AI assistant

Magna Mining Inc. — Capital/Financing Update 2025

46860_rns_2025-04-09_fbc6d8a6-e61a-4293-b05b-f7a1a65368ee.pdf

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2 PARTICIPATION RIGHT

ARTICLE 3 EXCLUDED ISSUANCES

ARTICLE 4

ARTICLE 5 MISCELLANEOUS

SCHEDULE A CONFIDENTIALITY

INVESTOR RIGHTS AGREEMENT

BETWEEN:

RECITALS:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Rules of Construction

1.3 Governing Law

1.4 Severability

1.5 Time of Essence

1.6 Entire Agreement

ARTICLE 2 PARTICIPATION RIGHT

2.1 Participation Right

2.2 Closing

ARTICLE 3 EXCLUDED ISSUANCES

ARTICLE 4 BOARD REPRESENTATION

4.1 Investor Nominee

ARTICLE 5

5.1 Mutual Representations and Warranties

5.2 Right to Information

5.3 Confidentiality

5.4 Termination

5.5 Notices

5.6 Consent

5.7 Execution in Counterpart

5.8 Amendment and Waiver

5.9 Choice of English Language

5.10 Assignment

5.11 Expenses

DUNDEE RESOURCES LIMITED

DUNDEE RESOURCES LIMITED

MAGNA MINING INC.

More from Magna Mining Inc.

Magna Mining Inc. Capital/Financing Update 2025