Matador Technologies — Capital/Financing Update 2025

Feb 27, 2025

EXECUTION VERSION

TORQ RESOURCES INC.

• and -

GOLD FIELDS ATACAMA HOLDINGS INC.

AMENDMENT TO INVESTMENT AGREEMENT

Date of Original Investment Agreement: September 6, 2022

Date of Amendment to Investment Agreement: January 17, 2025

307004.00028/310759948.2

---

AMENDMENT TO INVESTMENT AGREEMENT

THIS AMENDMENT TO INVESTMENT AGREEMENT (this “Agreement” or this “Amendment”) is made as of January 17, 2025.

BETWEEN:

TORQ RESOURCES INC., a corporation existing under the laws of the Province of British Columbia

(the “Company”)

• and -

GOLD FIELDS ATACAMA HOLDINGS INC., a corporation existing under the laws of Ontario

(the “Investor”)

RECITALS:

A. The Parties have entered into the original investment agreement dated September 6, 2022, as amended pursuant to a first letter agreement between the Investor and the Company dated March 23, 2023, and a second letter agreement between the Investor and the Company dated January 2, 2024 (the investment agreement as so amended, the “Investment Agreement”).

B. Subsequent to the entering into of the Investment Agreement, the Company entered into an implementation agreement dated November 29, 2024, as amended on January 9, 2025, with Minera Santa SpA (“Minera Santa”), an indirectly wholly owned subsidiary of the Company, and Gold Fields Pedernales Limitada (“GF Chile”), an indirectly wholly owned subsidiary of Gold Fields Limited (the “Implementation Agreement”) pursuant to which the Company, Torq Resources Chile SpA, Minera Santa and GF Chile have agreed to, among other things, enter into an option and joint venture shareholders agreement in respect of the Company’s Santa Cecilia mining project (the “Option and Joint Venture Shareholders Agreement”).

C. It is a condition of the completion of the transactions contemplated under the Implementation Agreement that the Parties enter into this Amendment in order to give effect to certain amendments to the Investment Agreement contemplated in the Implementation Agreement.

NOW THEREFORE, in consideration of the mutual covenants in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties), the Parties hereby agree to amend the Investment Agreement as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

Capitalized terms used herein but not defined shall have the meanings prescribed to them in the Investment Agreement.

307004.00028/310759948.2

---

• 2 -

ARTICLE 2

AMENDMENTS TO THE INVESTMENT AGREEMENT

2.1 Section 3.1(a) – Participation Right

The Investment Agreement is hereby amended by deleting the text of Section 3.1(a) thereof in its entirety and replacing it with the following:

“Participation Right

From and after the Effective Time, until the earliest to occur of (i) the expiry of the Strategic Investor Period, (ii) the first sale by the Investor of any of the Purchased Shares (other than a sale or disposition to an Affiliate of the Investor), and (iii) the first instance of the Investor’s (or an Affiliate’s) failure to exercise the Participation Right after a Parent Change of Control (the “Participation Period”), the Investor shall have a right (the “Participation Right”) to participate in any issuance by the Company (and, in this Section 3.1, references to the Company shall be deemed to include references to Affiliates of the Company) of Equity Securities (each such issuance, an “Equity Financing”) by subscribing for up to that number of Equity Securities in the Equity Financing such that the Investor’s Percentage, after giving effect to the proposed Equity Financing (including, for greater certainty, any upsize, over-allotment option or similar right exercised by the underwriters or agents in connection therewith but excluding any underwriters or agent’s compensation Warrants (“Agent’s Compensation Warrants”) shall be equal to its Investor’s Percentage immediately prior to the Equity Financing, all on substantially the same terms and conditions offered to other subscribers of the Equity Financing, subject to and in compliance with the terms and conditions of this Section 3.1. If the Company is considering a proposed Equity Financing which it believes is more likely than not to proceed, the Company shall notify the Investor in writing as soon as practicable of the possibility of such Equity Financing and the potential terms thereof. The Participation Period shall automatically cease on the earliest to occur of the events set forth in items (i) to (iii) of this sub-paragraph 3.1(a).”

2.2 Section 3.2 – Joint Technical Advisory Panel

During the period that the Option and Joint Venture Shareholders Agreement is in force and effect, the duties and responsibilities of the Advisory Panel pursuant to Section 3.2 of the Investment Agreement shall be deemed not to include matters related to the Santa Cecilia Project given that these duties and responsibilities will be addressed by the Technical Committee under the Option and Joint Venture Shareholders Agreement.

2.3 Section 3.3 – Asset Transfers subject to the Standstill

The Investor acknowledges and agrees that any transfer of the Santa Cecilia Project or any sale by Torq or Torq Chile of its interest in Minera Santa that is subject to and completed in accordance with the provisions of the Option and Joint Venture Shareholders Agreement will not be considered an “Asset Transfer” for the purposes of the standstill agreements set for in Section 3.3 of the Investment Agreement.

2.4 Section 3.6 – Economic Study

The Investor acknowledges and agrees that for so long as the Option and Joint Venture Shareholders Agreement is in force and effect, the Investor will be precluded from delivering any Standstill Termination Notice in the event that the Company does not pursue the completion and public release of an

307004.00028/310759948.2

---

• 3 -

Economic Study with respect to the Santa Cecilia Project pursuant to Section 3.6(b) of the Investment Agreement.

2.5 Section 3.10 – Right of First Refusal

During the period that the Option and Joint Venture Shareholders Agreement is in force and effect, the rights of first refusal provisions set forth in the Option and Joint Venture Shareholders Agreement will govern in the event of a proposed Disposition to a Third-Party to the extent that there is any conflict between the requirements of Section 3.10 of the Investment Agreement and the requirements of the Option and Joint Venture Shareholders Agreement.

ARTICLE 3

GENERAL

3.1 Date of Effectiveness

This Amendment will become effective as of the date hereof (the “Effective Date”) concurrent with the effectiveness of the Option and Joint Venture Shareholders Agreement upon execution by each of the parties hereto.

3.2 Limited Effect of Amendment

Except as expressly provided in this Amendment, all of the terms and provisions of the Investment Agreement will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments, acknowledgements and agreements contained herein will not be construed as an amendment to or waiver of any other provision of the Investment Agreement. On and after the Effective Date, each reference in the Investment Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Investment Agreement in any other agreements, documents or instruments executed and delivered pursuant to, or in connection with, the Investment Agreement, will be construed as a reference to the Investment Agreement as amended by this Amendment.

3.3 Governing Law and Jurisdiction for Disputes

This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein and shall be treated, in all respects, as a British Columbia contract.

3.4 Counterparts

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (whether by facsimile, email, or other electronic means), with the same effect as if all Parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

[Signature page follows]

307004.00028/310759948.2

---

IN WITNESS WHEREOF this Amendment to Investment Agreement has been executed by the Parties.

TORQ RESOURCES INC.

By: “Shawn Wallace”
Name: Shawn Wallace
Title: Chairman and CEO

GOLD FIELDS ATACAMA HOLDINGS INC.

By: “Johan Pauley”
Name: Johan Pauley
Title: Director