Minsud Resources Corp. — Board/Management Information 2024

Apr 15, 2024

South32 108 St Georges Terrace Perth WA 6000 Australia T: +61 8 9324 9000 F: +61 8 9324 9200 south32.net

April 5, 2024

Minsud Argentina Inc. 340 Richmond Street West, Toronto, Ontario, Canada, M5V 1X2 By email: rmassa@minsud.com / paul@fa.ca

Minera Sud Argentina S.A. Esmeralda 684, Piso 15, City of Buenos Aires, Argentina, C1007ABF By email: rmassa@minsud.com / paul@fa.ca

Ref.: Offer Letter # 1 dated April 5, 2024

PRIVATE AND CONFIDENTIAL

Dear Sirs,

We refer to the Earn-In Agreement dated November 1, 2019 between Minsud Resources Corp., Minsud Argentina Inc. ( “MAI” ), Minera Sud Argentina S.A ( “MSA“ ) and South32 Aluminium (Holdings) Pty Ltd (“ South32 ” and, together with MAI and MSA, the “ Parties ”), which was Exhibit A to Offer Number 1 dated November 1, 2019, as amended by an offer letter dated November 14, 2019, as further amended by an offer letter dated January 5, 2021, as further amended by an offer letter dated February 8, 2022 and as further amended by an offer letter dated April 13, 2023 and as further amended by an offer letter dated February 8, 2024 (“ EIA Agreement ”).

Pursuant to the EIA Agreement, the Parties, subject to the satisfaction of certain conditions, are to execute a Shareholders’ Agreement on the terms and conditions set out in Exhibit 1 to this Offer Letter (“ Exhibit 1 ”). As all of the conditions referred to above have been satisfied, South32 hereby offers to MAI and MSA to execute the Shareholders’ Agreement on the terms and conditions set out in Exhibit 1.

This Offer Letter and the terms and conditions set out in Exhibit 1 will be deemed accepted and binding upon the Parties in all respects if the Minsud Parties within a period of five (5) days from the date of receipt of this Offer Letter give South32 a duly executed written notice of acceptance, substantially in accordance with the acceptance note set out in Exhibit 2 to this Offer Letter (“ Acceptance Note ”).

This Offer Letter and all matters arising out of or in connection with this offer will be governed by and construed in accordance with the law in force in British Columbia and the laws of Canada applicable in British Columbia without giving effect to the conflict of laws principles applicable in British Columbia and without reference to the laws of any other jurisdiction.

This Offer Letter may be executed by South32 and transmitted by facsimile transmission (whether by fax machine, email or other electronic means of exchanging facsimile copies) and if so

Offer Letter Number 1 April 5, 2024

executed and transmitted this Offer Letter will be for all purposes as effective as if South32 had delivered to the Minsud Parties an executed original of this Offer Letter.

The Acceptance Note may be executed by the Minsud Parties and transmitted by facsimile transmission (whether by fax machine, email or other electronic means of exchanging facsimile copies) and if so executed and transmitted the Acceptance Note will be for all purposes as effective as if the Minsud Parties had delivered to South32 an executed original of the Acceptance Note.

Yours sincerely,

SOUTH32 ALUMINIUM (HOLDINGS) PTY LTD

By: “Anton van der Westhuizen”

Name: Anton van der Westhuizen Title: Director

Offer Letter Number 1 April 5, 2024

EXHIBIT 1

TERMS AND CONDITIONS OF THE SHAREHOLDERS’ AGREEMENT

OF

MINERA SUD ARGENTINA S.A. EFFECTIVE AS OF APRIL 5, 2024

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

TABLE OF CONTENTS

1.	DEFINITIONS ANDINTERPRETATION	1
1.1	Definitions	1
1.2	Interpretation	14
2.	REPRESENTATIONS ANDWARRANTIES	15
2.1	Representations and Warranties of Shareholders	15
2.2	No Other Representations and Warranties	16
3.	COMPANY ANDASSETS	16
3.1	General	16
3.2	Title to Assets	16
3.3	Registered Office	16
3.4	Notation in Shareholder Register and Share Certificates	17
4.	OPERATION OFAGREEMENT	17
4.1	Inconsistency between Agreement and Articles	17
4.2	Director Acting in Compliance with this Agreement	17
4.3	Agreement provision may be included in the Articles	18
4.4	Shareholders to observe and implement Agreement	18
4.5	Company to observe and implement Agreement	18
5.	ORGANIZATION, BUSINESS ANDCONDUCT OFBUSINESS	18
5.1	Organization	18
5.2	Corporate Purpose and Business	18
5.3	Scope of Company Business	19
5.4	Conduct by Company of Business	19
5.5	Capital of the Company	19
5.6	Determining Percentage Interests	20
6.	CORPORATEOPPORTUNITY ANDRELATIONSHIP OF THESHAREHOLDERS	20
6.1	Corporate and Other Business Opportunities	20
6.2	Implied Covenants	21
6.3	Relationship of the Shareholders	21
6.4	No Holding Out	21
7.	SHAREHOLDERS’ ACTION ANDPERCENTAGEINTERESTS	21
7.1	Shareholders’ Meetings	21
7.2	Changes in Percentage Interests	23
7.3	Additional Cash Contributions	23
7.4	Voluntary Reduction in Percentage Interest	25
7.5	Default in Making Contributions	25
7.6	Adjustments to Shareholding Percentage and Loans	27
7.7	Elimination of Minority Interest; Royalty	27
8.	BOARD	28
8.1	Authority of Board of Directors	28
8.2	Directors	28
8.3	Chair and Secretary of the Board	29
8.4	Board Meetings	29
8.5	Voting	30
8.6	Delegation	31
8.7	Initial Board Resolutions	31
8.8	Relevant Transactions	31
8.9	Disqualification	32
9.	PROGRAMS ANDBUDGETS	32
9.1	Programs & Budgets for Financial Year	32
9.2	Election to Participate	33
9.3	Operations Pursuant to Programs and Budgets	33

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

9.4	Budget Overruns	33
9.5	Emergency or Unexpected Expenditures	33
10.	FUNDING OFCOMPANY	33
10.1	Funding	33
10.2	Financing of Approved Programs and Approved Budgets	34
10.3	Called Sums	34
10.4	Failure to Contribute Called Sums	34
11.	FINANCIALINFORMATION ANDACCOUNTINGREQUIREMENTS	34
11.1	Financial Information	34
11.2	Accounting principles	35
11.3	Access to Financial Information	35
11.4	Distribution Policy	35
12.	TERM ANDTERMINATION	36
12.1	Former Shareholder not bound	36
12.2	Effective Date and Term	36
12.3	Termination not to affect certain provisions	36
12.4	Winding Up of Company	36
12.5	Right to Data After Termination	36
13.	AREA OFINTEREST	36
13.1	Disclosure of AOI Property	36
13.2	Election of Non-Acquiring Shareholder	37
13.3	Option Not Exercised	37
13.4	Former Shareholders	37
14.	ABANDONMENT ANDSURRENDEROF PROPERTY	37
14.1	Surrender or Abandonment	37
14.2	Reacquisition	38
15.	TRANSFER OFINTEREST	38
15.1	General	38
15.2	Limitations on Free Transferability of Interest	39
15.3	Acquisition Right	39
15.4	Exceptions to Acquisition Right	41
15.5	Encumbrance of Shares	41
15.6	Conditions of Transfer	42
15.7	Costs and Expenses	42
15.8	Change in Control of a Shareholder	42
15.9	Determination of Fair Market Value.	44
15.10	Non-Compete Covenants	44
15.11	Compulsory Acquisition Option on Insolvency	44
16.	ADDITIONALMAI TRANSFERRIGHTS ANDRELATEDMATTERS	44
16.1	Application	44
16.2	Election of MAI	44
16.3	Rights of South32	45
16.4	Transfer by MAI and Pre-Emptive Rights of South32	45
16.5	Retrospective Dilution	46
16.6	Personal Right of MAI	46
17.	CONFIDENTIALITY	47
17.1	General	47
17.2	Public Announcements	48
17.3	Duration of Confidentiality	48
17.4	Canadian Disclosure Rules	48
18.	ANTI-CORRUPTION, INTERNALCONTROLS ANDCOMPLIANCEPOLICIES	49
18.1	Adequate anti-corruption policies and internal controls - Company	49

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

18.2	Representations and Covenants	49
19.	DISPUTES ANDARBITRATION	50
19.1	Disputes	50
19.2	Dispute Representatives to Seek Resolution	51
19.3	Arbitration	51
19.4	Inconsistency between Rules and Agreement	52
19.5	Effect of Arbitration	52
19.6	Enforcement	52
19.7	Performance of Obligations During Dispute	52
19.8	Consolidation of Arbitration	53
19.9	Independent Expert Determination	53
19.10	Appointment of Independent Expert	53
19.11	Instruction of Independent Expert and Procedures	54
19.12	Determination of Independent Expert	56
19.13	No Future Engagement of Expert	56
20.	NOTICE	56
20.1	Form of Notice	56
20.2	Delivery	56
20.3	Address for Notice	57
21.	GENERAL	57
21.1	Parties	57
21.2	Entire Agreement	57
21.3	No Third Party Beneficiaries	58
21.4	Legal Advice	58
21.5	Further Assurances	58
21.6	Amendment and variation	58
21.7	Consents or Approvals	58
21.8	Waiver	58
21.9	Survival	58
21.10	Governing Law	59
21.11	Language	59
21.12	Severability	59
21.13	Successors and Assigns	59

SCHEDULES

Schedule 1 - Property

Schedule 2 - Royalty Agreement

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

SHAREHOLDERS’ AGREEMENT

THIS SHAREHOLDERS’ AGREEMENT is made and entered into as of this 5[th] day of April, 2024 (“ Effective Date ”), by and among

MINSUD ARGENTINA INC. of 340 Richmond Street West, Toronto, Ontario, Canada M5V 1X2

(“ MAI ”)

AND:

MINERA SUD ARGENTINA S.A. of Esmeralda 684, Floor 15, City of Buenos Aires, Argentina C1007ABF

(“ Company ”)

AND:

SOUTH32 ALUMINIUM (HOLDINGS) PTY LTD of Level 35, 108 St Georges Terrace, Perth, Western Australia, Australia 6000

(“ South32 ”)

INTRODUCTION

• A. Pursuant to an Earn-In Agreement made as of November 1, 2019, among Minsud Resources Corporation, MAI, the Company and South32, as amended by an offer letter dated November 14, 2019, as further amended by an offer letter dated January 5, 2021, as further amended by offer letter dated February 8, 2022, as further amended by an offer letter dated April 13, 2023 and as further amended by an offer letter dated February 8, 2024 (“ Earn-In Agreement ”), South32 was granted the exclusive and irrevocable earn-in right to acquire an undivided fifty and one tenth percent (50.1%) right, title and ownership interest in the Company.

• B. South32 has exercised such right and acquired such interest in the Company, all upon and subject to the terms and conditions set out in the Earn-In Agreement.

• C. Pursuant to the Earn-In Agreement, South32 and MAI agreed, among other things, that upon the exercise of the earn-in right by South32 and Completion, MAI and South32 would enter into a shareholders’ agreement for, among other things, the management and operation of the Company and, if warranted, further exploration, development and exploitation of the Property by and through the Company.

• D. This Agreement is the shareholders’ agreement described in Introduction C.

IN CONSIDERATION OF , among other things, the mutual promises contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

• 1.1 Definitions

Unless the context otherwise expressly requires, in this Agreement:

• (1) “ Abandonment Date ” has the meaning given in section 14.1;

• (2) “ Abandonment Property ” has the meaning given in section 14.1;

1

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (3) “ Abandonment Property Interest ” has the meaning given in section 14.2;

• (4) “ Acquiring Shareholder ” has the meaning given in section 13.1;

• (5) “ Affiliate ” means any person which directly or indirectly Controls, is Controlled by, or is under common Control with, a Shareholder;

• (6) “ Agreement ” or “ this Agreement ” means this document including any schedule or appendix to it;

• (7) “ AOI Property ” has the meaning given in section 13.1;

• (8) “ Anti-Corruption Law ” means any anti-corruption Law applicable to any Party (including any Affiliate) or this Agreement, and includes the Criminal Code Act 1995 and other applicable Laws of Australia, Canadian Corruption of Foreign Public Officials Act , the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act , the Criminal Code of Canada , Federal and applicable state law of the United States of America regarding corruption and the U.S. Foreign Corrupt Practices Act, and any applicable federal and provincial law of Argentina regarding Bribery or other corruption (including the Criminal Code of Argentina and Laws 24.759, 25.188, 25.319, 26.097, 27.275, Decrees 41/99, 102/99, 164/99, 862/01, 1172/03, 895/13, 1179/16, 201/17 , and 202/17 of Argentina);

• (9) “ Approved Budget ” means a Budget approved by the Board in accordance with section 9.1;

• (10) “ Approved Program ” means a Program approved by the Board in accordance with section 9.1;

• (11) “ Area of Interest ” means the land included within three (3) kilometres of the outermost boundary of the Property, as more particularly depicted as the Area of Interest in Schedule 1;

• (12) “ ARS ” means Pesos, the legal currency of Argentina;

• (13) “ Articles ” means the bylaws and articles of incorporation of the Company, as amended from time to time in accordance with this Agreement and applicable Law;

• (14) “ Assets ” means the Property, Products, and all other real and personal property, tangible and intangible, held by or on behalf of the Company;

• (15) “ Audited Accounts ” mean the auditors’ report and audited accounts (including a balance sheet, profit and loss statement and cash-flow statement) of the Company for the Financial Year ending on the relevant Financial Year End;

• (16) “ Auditors ” means such internationally recognised firm of chartered accountants as are appointed as the auditors of the Company by the Board, in accordance with applicable Law, from time to time;

• (17) “ Board ” means the Directors or those of them who are present at a Board Meeting and eligible (in accordance with the terms of this Agreement and the Articles) to vote at that Board Meeting;

• (18) “ Board Meeting ” means a meeting of the Directors at which there is a quorum as required by this Agreement and the Articles;

• (19) “ Bribery ” means the offering, authorising, giving, soliciting or accepting any monetary or other benefit to influence action of a Government Official in an official capacity, or to otherwise influence any person to act improperly. Bribery includes the making of facilitation payments, which are improper payments made to induce required routine official action;

2

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (20) “ Budget ” means a detailed estimate of all costs to be incurred by the Company with respect to a Program and a schedule of cash or capital contributions to be made by the Shareholders with respect to such Program;

• (21) “ Business ” has the meaning given in section 5.1;

• (22) “ Business Day ” means any day other than a Saturday, Sunday or a public or statutory holiday in the place where an act is to be performed or a payment is to be made;

• (23) “ Called Sum ” has the meaning given in section 10.3;

• (24) “ Called Sum Notice ” has the meaning given in section 10.3;

• (25) “ CC Interest ” has the meaning given in section 15.8;

• (26) “ CC Option ” has the meaning given in section 15.8;

• (27) “ CC Shareholder ” has the meaning given in section 15.8;

• (28) “ CEO ” means the chief executive officer of the Company appointed by the Board in accordance with section 8.7 including any successor CEO;

• (29) “ CIM ” means the Canadian Institute of Mining, Metallurgy and Petroleum or any entity which replaces it or which substantially succeeds to its powers or functions;

• (30) “ CIM Definition Standards ” means the CIM Definition Standards on Mineral Resources and Reserves , as most recently adopted by CIM Council on May 10, 2014 and as amended from time to time or any successor standards or instrument;

• (31) “ CIMVAL Standards & Guidelines ” means the Standards and Guidelines for Valuation of Mineral Properties , adopted and approved by the Special Committee of CIM on Valuation of Mineral Properties on February 1, 2003 and as amended from time to time or any successor standards, guidelines or instrument;

• (32) “ Chair ” means the chair of the Board appointed in accordance with section 8.3(1);

• (33)

• “ Change in Control ” means the occurrence of any of the following events:

• (a) any person (other than a Shareholder or an Affiliate of a Shareholder), alone or together with a Joint Actor (other than a Shareholder or an Affiliate of a Shareholder), becomes the beneficial owner of, or acquires the power to exercise control or direction over, directly or indirectly, securities (or securities convertible into, or exchangeable for, such securities) representing fifty percent (50%) or more of the votes exercisable by holders of the then-outstanding securities generally entitled to vote for the election of directors (“ Voting Shares ”) of a Shareholder or any Affiliate of a Shareholder that controls (either directly or indirectly) a Shareholder;

• (b) a Shareholder or any Affiliate of a Shareholder that controls (either directly or indirectly) a Shareholder, is merged, amalgamated, consolidated or reorganized into or with another person (other than a Shareholder or an Affiliate of a Shareholder) and, as a result of such business combination, securities representing more than fifty (50%) of the votes exercisable by holders of the Voting Shares of any such entity or such person into which the Voting Shares of such entity is converted immediately after such transaction are held by a person (other than a Shareholder or an Affiliate of a Shareholder) alone or together with any Joint Actor (other than a Shareholder or an Affiliate of a Shareholder) and such person, together with such Joint Actor, held securities representing less than fifty (50%) of

3

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

the votes exercisable by the holders of the Voting Shares of such entity immediately prior to such transaction;

• (c) the capital of a Shareholder or any Affiliate of a Shareholder that controls (either directly or indirectly) a Shareholder is reorganized and, as a result of such reorganization, securities representing more than fifty percent (50%) of the votes exercisable by the holders of the Voting Shares of such entity immediately after such reorganization are held by a person (other than a Shareholder or an Affiliate of a Shareholder) alone or together with any Joint Actor (other than a Shareholder or an Affiliate of a Shareholder) and such person, together with such Joint Actor, held securities representing less than fifty percent (50%) of the votes exercisable by the holders of the Voting Shares of such entity immediately prior to such reorganization;

• (d) a change in the power to direct or cause direction of management and policies of a Shareholder or an Affiliate of a Shareholder that controls a Shareholder through ownership of voting securities, contract, voting trust or otherwise;

and for greater certainty, specifically excludes:

• (e) the events contemplated in section 15.4(1);

• (f) a Change in Control of a Shareholder arising out of the trading of shares of a Shareholder or an Affiliate of a Shareholder whose shares are listed on one or more widely recognized stock exchanges as long as the person who acquires control of the Shareholder from such trading of shares is:

  • (i) neither a Sanctioned Entity or a Sanctioned Person; or

  • (ii) owned or controlled either directly or indirectly by a person who is a Sanctioned Entity or a Sanctioned Person;

• (g) a Change in Control of a Shareholder or an Affiliate of a Shareholder whose shares are listed on one or more stock exchanges pursuant to a take-over bid or similar transaction as long as the person who acquires control of the Shareholder from such take-over bid or similar transaction is:

  • (i) neither a Sanctioned Entity or a Sanctioned Person; or

  • (ii) owned or controlled either directly or indirectly by a person who is a Sanctioned Entity or a Sanctioned Person; and

• (h) a Change in Control of a Shareholder or any Affiliate of a Shareholder that controls (either directly or indirectly) a Shareholder as part of a transaction involving the whole or principal elements of the business of the group of companies in which the ultimate holding company of that Shareholder or any Affiliate of a Shareholder that controls (either directly or indirectly) a Shareholder has:

  • (i) a Controlling Interest; and

  • (ii) the value of the Shares of such Shareholder is less than 25% of the entire value of that transaction;

• (34) “ Change in Control Notice ” has the meaning given in section 15.8;

• (35) “ Charter Documents ” means a constitution, articles, articles of incorporation, notice of articles, memoranda, by-laws or any similar constating document of a corporate entity;

4

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (36) “ Claim ” means any claim, action, proceeding, damage, loss, liability, cost, charge, expense, outgoing, payment or demand of any nature and whether present or future, fixed or unascertained, actual or contingent and whether at law, in equity, under statute, contract or otherwise;

• (37) “ Company ” has the meaning given in the introductory paragraph to this Agreement, and being a corporation incorporated under the laws of Argentina which is governed by this Agreement and the Articles;

• (38) “ Completion ” has the meaning given in the Earn-In Agreement;

• (39)

• “ Confidential Information ” has the meaning given in section 17.1;

• (40) “ Consent ” means, as to any person, any consent, waiver, approval, authorization, exemption, registration, declaration, expiration of waiting period, or filing;

• (41) “ Continuing Shareholder ” or “ Continuing Shareholders ” has the meaning given in section 15.8;

• (42)

• “ Contribution ” means:

• (a) an Initial Contribution made by a Shareholder;

• (b) an additional contribution made by a Shareholder to the Company including by any of the methods described in or contemplated by section 10 (which excludes, for certainty, any Deemed Contribution referred to in section 1.1(42)(d));

• (c) a contribution transferred to a Shareholder in connection with the Transfer of an Interest to that Shareholder as contemplated by section 15.2(6); and

• (d) a Deemed Contribution;

• (43) “ Control ” means, in relation to any person, possession, directly or indirectly, of the power to direct or cause direction of management and policies of that person through ownership of voting securities, contract, voting trust or otherwise;

• (44) “ Controlling Interest ” means an interest (direct or indirect, including under an agreement, arrangement or understanding) which entitles the interest holder or gives the interest holder the capacity to:

• (a) in the case of an interest in a company:

  • (i) vote more than 50% of the shares in that company; or

  • (ii) determine the outcome or decisions about that company's financial, marketing or operating policies, including the appointment of a majority of the directors on the board of that company;

• (b) in the case of an interest in a joint venture or assets:

  • (i) vote more than 50% of the votes able to be cast on any operating committee of the joint venture or any other committee governing the management of that asset; and

  • (ii) determine, either independently or by majority interest, whether or how the assets, (whether held in joint venture or otherwise) are to be operated, developed, sold or abandoned;

5

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (45) “ Continuing Obligations ” means obligations or responsibilities that are reasonably expected to continue or arise after Operations on a particular area of the Property have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance;

• (46) “ Deemed Contribution ” has the meaning given in section 7.3(2)(b)(v);

• (47) “ Development ” means all preparation (other than Exploration) for the removal and recovery of Products, including the development and construction of a Mine;

• (48) “ Development Period ” means the period commencing on the Effective Date and ending immediately prior to a decision by the Board to develop and construct a Mine on the Property;

• (49) “ Director ” means any director for the time being of the Company nominated pursuant to this Agreement and the Articles, including where applicable, any alternate Director appointed pursuant to this Agreement and the Articles;

• (50) “ Discloser ” has the meaning given in section 17.4;

• (51) “ Dispute Notice ” has the meaning given in section 19.1;

• (52) “ Dispute Representative ” has the meaning given in section 19.2;

• (53) “ Earn-In Agreement ” has the meaning given in Introduction A;

• (54) “ Earn-In Exercise Notice ” has the meaning given in the Earn-In Agreement;

• (55) “ Earn-In Right ” has the meaning given in the Earn-In Agreement;

• (56) “ Effective Date ” has the meaning given in the introductory paragraph to this Agreement;

• (57)

• “ Encumbered Interest ” has the meaning given in section 15.5(3);

• (58) “ Encumbrance ” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, option, earn-in, licence or licence fee, royalty, production or streaming payment, back-in right, claw-back right, restrictive covenant or other encumbrance of any nature or any agreement to give or create any of the foregoing, whether registerable or not;

• (59) “ Environment ” means components of the earth including:

• (a) land, air or water;

• (b) any layer of the atmosphere;

• (c) any organic or inorganic matter and any living organism,

and includes interacting natural ecosystems that include any of the components of the kind referred to in sections 1.1(59)(a) to 1.1(59)(c);

• (60) “ Environmental Compliance ” means action performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Property or other compliance with Environmental Laws;

• (61) “ Environmental Laws ” means any applicable Law relating to restoration or reclamation of the Property, abatement of pollution, protection of the Environment, protection of wildlife including endangered species, ensuring public safety from environmental hazards, protection of cultural or historic resources, management, storage or control of Regulated

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Exhibit 1 to Offer Letter Number 1 April 5, 2024;

Substances, releases or threatened release of Regulated Substances into the Environment (including ambient air, surface water, ground water and land) and all other Laws relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Regulated Substances;

• (62) “ Environmental Liabilities ” means all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, settlements, costs, disbursements or expenses (including without limitation attorney's fees and experts' fees) of any kind or of any nature whatsoever (including liability for study, testing or investigatory costs, cleanup costs, response actions or costs, removal actions or costs, remediation costs, containment costs, restoration costs, reclamation costs, corrective action costs, closure costs, natural resources damages, nuisances, property damages, business losses, penalties or fines) arising out of, based upon or resulting from, relating to, connected with or caused by the Assets or operations on or related to the Assets, however and by whomsoever caused, and whether caused by a breach of or arising under Environmental Laws, or otherwise, including without limiting the generality of the foregoing those existing as, arising from or related to:

• (a) the presence, release, threatened release, discharge or emission into the Environment of any Regulated Substance;

• (b) the violation or alleged violation of any Environmental Law;

• (c) surface, underground, air, ground water, surface water or marine environment contamination;

• (d) reclamation obligations;

• (e) the removal of or failure to remove foundations, structures or equipment; and

• (f) losses or damages suffered, sustained, paid or incurred by third parties as a result of any of the matters described in the foregoing provisions of this definition;

• (63) “ Election Period ” has the meaning given in section 15.3(4);

• (64) “ Excess Capital Contribution ” has the meaning given in the Earn-In Agreement;

• (65)

• “ Existing Shares ” means all of the issued and outstanding Shares;

• (66) “ Exploration ” means activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Products;

• (67) “ Financial Year ” means a period of twelve (12) calendar months ending on a Financial Year End;

• (68) “ Financial Year End ” means June 30 or such other date as may be fixed for such purpose by the Board from time to time in accordance with this Agreement;

• (69)

• “ Former Shareholder ” has the meaning given in section 13.4;

• (70) “ Governmental Authority ” means any federal, provincial, state, territorial, regional, municipal, local government or authority, quasi government authority, fiscal or judicial body, government or self-regulatory organisation, commission, board, tribunal, organisation, stock exchange or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing including any indigenous or native body (or both) exercising governance powers by right, title or custom;

• (71) “ Government Official ” includes any:

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Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (a) individual who is employed by or acting on behalf of a Governmental Authority, a person Controlled by a Governmental Authority (including state owned enterprises) or a public international organisation;

• (b) political party, party official or political office candidate;

• (c) individual who holds or performs the duties of an appointment, office or position created by custom or convention, including, potentially, some tribal leaders and members of royal families; or

• (d) individual who holds themselves out to be the authorised intermediary of any person specified in sections 1.1(71)(a), 1.1(71)(b), and 1.1(71)(c);

• (72) “ HIO ” has the meaning given in or by reference to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (S.C. 2000, c. 17) and regulations issued under that Act;

• (73) “ IFRS ” means the international financial reporting standards adopted by the International Accounting Standards Board, as amended from time to time or any successor standards;

• (74) “ Independent Expert ” means an expert appointed under section 19.10 and acting pursuant to sections 19.10 to 19.12 (inclusive);

• (75) “ Initial Contribution ” means the capital contribution that each Shareholder is deemed to have made in the Company pursuant to section 5.5(2);

• (76) “ Insolvency Event ” means the happening of any one or more of the following events in relation to a Shareholder:

• (a) the Shareholder becomes, or informs the other Shareholder, creditors of the Shareholder generally or any particular creditor of the Shareholder that it is, insolvent or unable to pay its debts as and when they fall due;

• (b)

• a liquidator or provisional liquidator is appointed in respect of the Shareholder;

• (c) a receiver or receiver and manager or an analogous person is appointed to the Shareholder or any of its property;

• (d) the Shareholder has a mortgagee who is entitled to and who is seeking to exercise a right of possession or control over the whole or a material part of its property;

• (e) the Shareholder enters into, or calls a meeting of its members or creditors with a view to entering into, a composition, compromise or arrangement with, or an assignment for the benefit of its creditors generally, or a court orders that a composition, compromise or arrangement between the Shareholder and its creditors generally or any class of its creditors, other than for the purpose of reconstruction or amalgamation;

• (f) the Shareholder has any execution, writ of execution, mareva or standstill injunction or similar order, attachment or other process made, levied or issued against it or in relation to any of its assets which has material adverse effect on the Shareholder’s business, assets or financial condition or its ability to perform its obligations under this Agreement;

• (g) any application is made or other process commenced (not being an application or process withdrawn, discontinued or dismissed within twenty (20) Business Days of being filed) seeking an order for the appointment of a provisional liquidator or a liquidator to the Shareholder;

8

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (h) the Shareholder is declared bankrupt or has filed for some form of protection from its creditors under applicable Law relating to or governing bankruptcy;

• (i) there is a resolution of members, or an order of a court, to place in liquidation or bankruptcy or wind up the Shareholder; or

• (j) an event happens analogous to an event specified in sections 1.1(76)(a) to 1.1(76)(i) to which the law of another jurisdiction applies and the event has an effect in that jurisdiction similar to the effect which the event would have had if the law of Canada applied;

• (77) “ Insolvent Party ” has the meaning given in section 15.11;

• (78) “ Interest ” means, for any Shareholder, all of the right, title and interest (including any economic interests) of that Shareholder in and to any of the Shares, any Loan, the revenues and benefits derived from the Company as a shareholder, and that Shareholder’s interest in and under this Agreement;

• (79) “ Joint Actor ” means a person acting “jointly or in concert with” another person within the meaning of Section 96 of the Securities Act (British Columbia) or as such section may be amended or re-enacted from time to time;

• (80)

“ Law ” includes:

• (a) federal, provincial, state, territorial, borough, and local government legislation including regulations;

• (b) legislation of any jurisdiction other than those referred to in section 1.1(80)(a) with which a Party must comply;

• (c) common law and equity;

• (d) judgments, decrees, writs, administrative interpretations, guidelines, policies, injunctions, orders or the like, of any Governmental Authority with which a Party is legally required to comply; and

• (e) Governmental Authority requirements and Permits (including conditions in respect of those Permits);

• (81) “ Limited Contribution Period ” means:

• (a) in the case where MAI has not exercised the MAI Election Right, the period commencing on the Effective Date and expiring on that date which is twenty four (24) months after the Effective Date;

• (b) in the case where MAI has exercised the MAI Election Right, the period commencing on the Effective Date and expiring on the later of:

  • (i) that date which is twenty four (24) months after the Effective Date; and

  • (ii) the date on which South32 has satisfied the South32 Sole Funding Commitment.

• (82)

• “ Limited Contribution Period Shortfall ” has the meaning given in section 7.3(2)(b);

• (83) “ Loan ” means, at the relevant time, any amounts advanced by a Shareholder to the Company and outstanding;

• (84) “ MAI Adjusted Percentage Interest ” has the meaning given in section 16.5(1)(d);

9

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (85) “ MAI Election Right ” has the meaning given in the Earn-In Agreement;

• (86) “ Mine ” means the workings established and the property acquired, including any plant and concentrator installation, processing facility, infrastructure, mining plant and equipment, stores, consumables, housing, airport and other facilities in order to bring the Property into commercial production;

• (87) “ Mineral Reserve ” has the meaning given in the CIM Definition Standards;

• (88) “ Mineral Resource ” has the meaning given in the CIM Definition Standards;

• (89) “ Mineral Rights ” means any claim, prospecting licence, exploration licence or permit, exploration or mining permit or lease, mining licence, mining claim, mineral or mining concession, mineral claim and other forms of mineral tenure (including any application for the grant or issue of any of the foregoing) or other rights to minerals, or to work upon lands for the purpose of searching for, developing or extracting minerals under any form of mineral title recognized under applicable Law in Argentina, whether contractual, statutory or otherwise;

• (90) “ Mining Operation ” means an operation (of which a Mine forms part) directed to the mining, extraction, production, handling, milling or other processing of Products to produce commercial quantities of saleable Processed Products;

• (91) “ Minsud ” means Minsud Resources Corporation;

• (92) “ NI 43-101 ” means National Instrument 43-101, “Standards of Disclosure for Mineral Projects” published by the Canadian Securities Administrators, as amended from time to time, as amended from time to time or any successor instrument, rule or policy;

• (93) “ Non-Acquiring Shareholder ” has the meaning given in section 13.1;

• (94) “ Non-secured Shareholder ” has the meaning given in section 15.5(3);

• (95) “ Notice ” or “ notice ” has the meaning given in section 21.1;

• (96) “ OFAC ” means The Office of Foreign Assets Control of the US Department of the Treasury;

• (97) “ Offer ” has the meaning given in section 16.4(1)(b);

• (98) “ Offered Interest ” has the meaning given in section 15.3(2);

• (99) “ Operations ” means the activities carried out by the Company under this Agreement;

• (100) “ Ordinary Resolution ” has the meaning given in section 8.5(2);

• (101) “ Other Rights ” means any interest in real property, whether freehold, leasehold, licence, right of way, easement, any other surface or other right in relation to real property, and any right, licence or permit in relation to the use or diversion of water, but excluding any Mineral Rights;

• (102) “ Party ” means either MAI, the Company or South32, as the context dictates;

• (103) “ Parties ” means MAI, the Company and South32;

• (104) “ PEP ” has the meaning given in or by reference to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (S.C. 2000, c. 17) and regulations issued under that Act;

10

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (105) “ Percentage Interest ”, subject to section 5.6, means, at any time with respect to any Shareholder, the proportion that the total Contributions by such Shareholder at such time bears to the Total Contributions by all Shareholders as of such time. Percentage Interests must be calculated to three decimal places and rounded to two (e.g., 1.519% rounded to 1.52%). Decimals of .005 or more must be rounded up, decimals of less than .005 must be rounded down. The initial Percentage Interests of the Shareholders are given in section 5.5(2);

• (106) “ Permit ” means any applicable permit, consent, authorisation, registration, filing, lodgement, notarisation, certificate, endorsement, permission, licence, approval, authority or exemption by or with a Governmental Authority or other applicable person;

• (107) “ Permitting ” means the application for all necessary Permits to develop, construct and operate the Mining Operation;

• (108) “ Personnel ” means:

• (a) in relation to a Party, any of its (or any Affiliates) directors, officers, employees, agents, consultants, invitees, Subcontractors (including Subcontractors’ Personnel) and representatives involved either directly or indirectly in the performance of the Party’s obligations under this Agreement; and

• (b) in relation to a Subcontractor, any of its directors, officers, employees, agents, consultants, invitees, subcontractors or representatives involved either directly or indirectly in the performance of a Party’s obligations under this Agreement;

• (109) “ Prime Rate ” means the Royal Bank of Canada’s prime commercial lending rate of interest on Canadian funds, as designated from time to time by the Bank’s head office in Canada;

• (110) “ Processed Products ” means Products that have been delivered by the Company to a refinery, smelter or other processor and subsequently refined, smelted or otherwise treated to produce a mineral product in a form that is commonly sold;

• (111) “ Products ” means all ores, minerals and mineral resources produced from the Property under this Agreement, and, as the context requires, includes Processed Products;

• (112) “ Program ” means a description in reasonable detail of Operations to be conducted and objectives to be accomplished by the Company for a Financial Year or any longer period;

• (113) “ Project Security ” means any Encumbrance over all or any of the Assets or the Company (or both, as the case may be) which the Board has approved as Project Security;

• (114) “ Property ” means:

• (a) the Mineral Rights and the Other Rights as described and depicted in Schedule 1 to the Earn-In Agreement as at November 1, 2019; and

• (b) any other Mineral Rights or Other Rights held by or on behalf of the Company as at the Effective Date,

together with any renewal, extension, modification, substitution, amalgamation or variation of any of the Mineral Rights or Other Rights referred to in sections 1.1(114)(a) and 1.1(114)(b) (in each case on or after November 1, 2019 including on or after the Effective Date) that derive directly from those Mineral Rights or Other Rights (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain) but, notwithstanding the foregoing, excluding the La Rosita Project (as defined in the Earn-In Agreement) and the Chubut Project (as defined in the EarnIn Agreement);

11

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (115) “ Proposed Transferee ” has the meaning given in section 16.4(1)(b);

• (116) “ Pub Co ” has the meaning given in section 15.3(2);

• (117) “ Qualified Person ” has the meaning given in NI 43-101;

• (118) “ Regulated Substances ” means all pollutants, contaminants, chemicals, industrial, toxic, hazardous or noxious substances or wastes or any other materials or substances that are now or hereafter prohibited, controlled, prescribed or regulated by any Governmental Authority or applicable Law, or the presence or quantity of which now or hereafter requires reporting, monitoring, investigation, removal or remediation by any Governmental Authority or applicable Law, including:

• (a) any petroleum or petroleum compound (refined or crude), natural gas, natural gas liquids or related hydrocarbons, flammable substance, explosive, radioactive material or any other material or pollutant that poses a hazard or potential hazard to the Environment or any person;

• (b) asbestos or any asbestos-containing material of any kind or character, any materials or substances containing polychlorinated biphenyls or urea formaldehyde insulation;

• (c) any materials or substances designated as a “hazardous waste”, “hazardous substance”, “toxic pollutant” or “contaminant” under any Environmental Law; and

• (d) any materials or substances that are toxic, explosive, corrosive, flammable, ignitable, infectious, radioactive, reactive, carcinogenic, mutagenic or otherwise hazardous;

• (119) “ Relevant Transaction ” means any transaction between the Company (on the one hand) and any Shareholder or Affiliate of any Shareholder (on the other hand) where the total consideration payable under the contract documenting the transaction exceeds two million dollars ($2,000,000);

• (120) “ Remaining Shareholder ” has the meaning given in section 15.3(1);

• (121) “ Restatement Date ” has the meaning given in the Earn-In Agreement;

• (122) “ Royalty Agreement ” means a royalty agreement in the form attached as Schedule 2 to this Agreement;

• (123) “ Royalty Interest ” has the meaning given in section 7.6;

• (124) “ RT Shareholder ” means a Shareholder who has or whose Affiliate has entered into a Relevant Transaction with the Company in accordance with section 8.8;

• (125) “ Rules ” has the meaning given in section 19.3(1);

• (126) “ Sanctioned Entity ” means:

• (a) a country or a government of a country;

• (b) an agency of the government of a country;

• (c) an organization directly or indirectly controlled by a country or its government; or

• (d) a person resident in or determined to be resident in a country,

12

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

in each case, that is subject to a country Sanctions program administered and enforced by OFAC or by any Australian Governmental Authority or Canadian Governmental Authority;

• (127) “ Sanctioned Person ” means:

• (a) any person listed in any sanctions-related list of designated persons maintained by any Australian Governmental Authority or Canadian Governmental Authority; or

• (b) a person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC;

• (128) “ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by OFAC or any Australian Governmental Authority or Canadian Governmental Authority;

• (129) “ Security ” has the meaning given in section 15.5(1);

• (130) “ Security Holder ” has the meaning given in section 15.5(3);

• (131) “ Selling Shareholder ” has the meaning given in section 15.3(2);

• (132) “ Shareholder ” means each of South32 and MAI and each person who or which after the Effective Date acquires any Shares and is admitted as a Shareholder;

• (133) “ Shareholding Percentage ” means, in relation to a Shareholder, the percentage of the total number of all the issued and outstanding Shares that are held by that Shareholder from time to time;

• (134) “ Shares ” means common shares in the capital of the Company with voting rights;

• (135) “ South32 Board ” means the board of directors of South32 from time to time;

• (136) “ South32 Initial Capital Contribution ” has the meaning given in the Earn-In Agreement and the South32 Initial Capital Contribution is, for certainty, the sum of fourteen million dollars ($14,000,000);

• (137) “ South32 Offer ” has the meaning given in section 16.3(1);

• (138) “ South32 Offer Period ” has the meaning given in section 16.3(1);

• (139) “ South32 Sole Funding Commitment ” has the meaning given in the Earn-In Agreement;

• (140) “ Special Resolution ” means a resolution passed at a meeting of the Shareholders for which votes cast in favour total no less than seventy five percent (75%) of the Shares represented at such meeting;

• (141) “ Subcontractor ” means any person engaged by the Company to perform any part of the Company’s obligations under this Agreement;

• (142) “ Subsidiary ” means, with respect to any person, any other person which is, directly or indirectly, Controlled and wholly owned by that person;

• (143) “ Suspension Notice ” has the meaning given in section 16.2(1);

• (144) “ Suspension Notice Date ” has the meaning given in section 16.2(2)(a);

• (145) “ Suspension Period ” has the meaning given in section 16.2(1);

• (146) “ Suspension Period Contributions ” has the meaning given in section 16.2(2)(b);

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Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (147) “ Tax ” means:

• (a) a tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding; or

• (b) income, stamp or transaction duty, tax or charge,

(or both, as the case may be) that is or may be at any time assessed, levied, imposed or collected by a Governmental Authority and includes interest, fines, penalties, charges, fees or other amounts imposed on or in respect of any of the foregoing;

• (148) “ Technical Report ” a report prepared, filed and certified in accordance with this Agreement and NI 43-101;

• (149) “ Total Contributions ”, as at the relevant determination date, means:

• (a) the aggregate of all Initial Contributions; plus

• (b) the aggregate of all additional contributions made by the Shareholders to the Company including by any of the methods described in or contemplated by section 10 (which excludes, for certainty, any Deemed Contributions referred to in section 1.1(149)(c)); plus

• (c) the aggregate of all Deemed Contributions;

• (150) “ Transfer ” means to sell, grant, assign, encumber, pledge or otherwise commit or dispose of, and with respect to any Interest or any economic interest in any Interest. A Transfer also means:

• (a) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Interest (or any participation or interest in such Interest), whether directly or indirectly (including pursuant to a derivative transaction), or agree or commit to do any of the foregoing; and

• (b) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Interest (or any participation or interest in such Interest), or any agreement or commitment to do any of the foregoing;

• (151) “ Transfer Notice ” has the meaning given in section 15.3(2);

• (152) “ Transfer Price ” has the meaning given in the Earn-In Agreement;

• (153) “ Transferee ” has the meaning given in section 15.3(2);

• (154) “ VIAC ” means the Vancouver International Arbitration Centre and includes any entity which replaces the VIAC or which substantially succeeds to its powers or functions; and

• (155) “ Year 4 Approved Program ” has the meaning given in the Earn-In Agreement.

1.2 Interpretation

Unless the context otherwise expressly requires, in this Agreement:

• (1) the singular includes the plural and conversely and a gender includes all genders;

• (2) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

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Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (3) a reference to a person (including a Party) includes an individual, company, other body corporate, association, partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), firm, joint venture, trust or Governmental Authority;

• (4) a reference to a section, schedule or annexure is a reference to a section of or a schedule or annexure to this Agreement;

• (5) a reference to any party (including a Party) includes that party’s executors, administrators, substitutes (including, but not limited to, persons taking by novation), successors and permitted assigns;

• (6) a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by this Agreement or that other agreement or document;

• (7) a reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation, code, by-law, ordinance or statutory instrument issued under it;

• (8) a reference to writing includes a facsimile or electronic mail transmission and any means of reproducing words in a tangible and permanently visible form;

• (9) a reference to, “ dollars ”, or “ $ ” is to currency of Canada;

• (10) a reference to “ ARS$ ” or “peso” is to the currency of Argentina;

• (11) the word “ including ” means “ including without limitation ” and “ include ” and, “ includes ” will be construed similarly;

• (12) headings and any table of contents or index are for convenience only and do not form part of this Agreement or affect its interpretation;

• (13) a provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement;

• (14) if an act is prescribed to be done on a specified day which is not a Business Day, it must be done instead on the next Business Day; and

• (15) a reference to a thing (including a right, obligation or concept) includes a part of that thing but nothing in this section 1.2(15) implies that performance of part of an obligation constitutes performance of the obligation.

2. REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of Shareholders

Each Shareholder represents and warrants to the other Shareholder that as at the Effective Date:

• (1) it is duly formed, incorporated, amalgamated or continued (as the case may be) and validly exists under the law of its place of formation, incorporation, amalgamation or continuance;

• (2) it is in good standing under the legislation under which it was formed, incorporated, amalgamated or continued (as the case may be);

• (3) it has full legal capacity and power:

• (a) to own its property and assets and to carry on its business; and

15

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (b) to enter into this Agreement and to perform its obligations under this Agreement.

• (4) it has taken all action (whether corporate or otherwise) that is necessary to authorize its entry into this Agreement and to perform its obligations under this Agreement;

• (5) this Agreement constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy subject to laws generally affecting creditors’ rights and to principles of equity (where applicable);

• (6) the execution, delivery and performance by it of this Agreement does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

• (a) its Charter Documents;

• (b) any material term or provision of any security arrangement, undertaking, agreement or deed; or

• (c) any writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it or any of its property is bound;

• (7) no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending or, to its knowledge, threatened against it which if adversely decided could, in the reasonable opinion of the Party’s management, have a material adverse effect on the Party’s business, assets or financial condition such as to materially impair its ability to perform its obligations under this Agreement;

• (8) no liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator is currently appointed in relation to it or any of its property; and

• (9) to its knowledge, there are no facts, matters or circumstances which give any person the right to appoint or to apply to appoint (as the case may be) a liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator to it or any of its property.

2.2 No Other Representations and Warranties

Except for the representations and warranties expressly set out in section 2.1, the Shareholders make no representation or warranty, express or implied, at law or in equity, and there are no implied conditions in respect of any Assets, liabilities or Operations, including with respect to merchantibility or fitness for any particular purpose and any such other representations or warranties or conditions are hereby expressly disclaimed.

3. COMPANY AND ASSETS

3.1 General

The Shareholders agree that all of their rights with respect to the Company and all of the Operations will be subject to and governed by this Agreement and the Articles, as applicable.

3.2 Title to Assets

All right, title and interest in and to the Assets must be held by the Company.

3.3 Registered Office

The registered office of the Company will be situate in Buenos Aires, Argentina at the address the Board may approve from time to time. The Board may from time to time designate a successor

16

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

registered office within Buenos Aires, Argentina. At a meeting of the Shareholders the Articles may be amended to designate a successor registered office in any other jurisdiction in Argentina.

3.4 Notation in Shareholder Register and Share Certificates

The shareholder register of the Company and each certificate evidencing the Shares must contain a notation in Spanish to the following effect: “The shares of Minera Sud Argentina S.A. evidenced by the certificate [insert certificate number] are subject to the terms and conditions, including transfer restrictions, of a Shareholders’ Agreement between MAI, the Company and South32, dated April 5, 2024, and the Articles. No transfer of any share or other interest in Minera Sud Argentina S.A.will be valid unless it is effected in accordance with the terms of such Shareholders’ Agreement and the Articles.”

4. OPERATION OF AGREEMENT

4.1 Inconsistency between Agreement and Articles

• (1) The Shareholders must take all necessary action (including, as applicable, the actions described in section 4.4):

• (a) to procure that the provisions of this Agreement are reflected in the Articles to the maximum extent permitted by applicable Argentine Law; and

• (b) to procure that no provisions contrary to or inconsistent with the provisions of this Agreement are contained in the Articles, except to the minimum extent required by applicable Argentine Law.

• (2) In the event of any conflict or inconsistency between the Articles and this Agreement, the Shareholders must immediately amend the Articles to remove such conflict or inconsistency to the maximum extent permitted by Argentine Law.

• (3) Where this Agreement and the Articles deal with the same or a similar topic differently, or the Articles are inconsistent with performance by a Party of any obligation it has under this Agreement this agreement is, to the maximum extent permitted by Argentine Law, to prevail.

4.2 Director Acting in Compliance with this Agreement

• (1) Where section 4.1 applies and a Director acts in accordance with this Agreement, the Shareholders and the Company agree that:

• (a) the fact that the Director has acted in accordance with this agreement:

  • (i) is taken to be an act that is in the best interests of the Company as a whole;

  • (ii) is not to be taken to be a breach of any duty owed by that Director to the Company or a breach of the Articles;

• (b) none of the Company or the Shareholders may take any steps to pursue the Director for a breach of duty if the only basis for the breach is conduct permitted by this section; and

• (c) if, contrary to section 4.2(1)(a), the conduct is a breach of duty or a breach of the Articles, to the extent permitted by Law, each Shareholder and the Company (as applicable) must take all steps necessary to:

  • (i) consent to, excuse, ratify or authorise the breach; and

17

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (ii) otherwise release the Director from any liabilities arising from the breach of duty or the Articles.

• (2) The Company and the Shareholders acknowledge and agree that the Directors may, to the maximum extent permitted by applicable Law, rely on this section 4.2.

4.3 Agreement provision may be included in the Articles

If it is necessary to include a provision in the Articles to ensure that a provision of this Agreement is effective in accordance with its terms, then the Shareholders must (by an applicable resolution of the Shareholders) procure that the necessary amendment is, to the maximum extent permitted by applicable Argentine Law, made to the Articles.

4.4

Shareholders to observe and implement Agreement

• (1) Each Shareholder undertakes with each other Party to:

• (a) exercise all its votes, powers and rights under the Articles so as to give full force and effect to the provisions and intentions of this Agreement;

• (b) observe and comply fully and promptly with the provisions of the Articles so that each provision of the Articles is enforceable by the Parties among themselves and in whatever capacity;

• (c) exercise all its votes, powers and rights in relation to the Company so as to ensure that the Company fully and promptly observes, complies with and gives effect to the requirements and intentions of this Agreement and the Articles; and

• (d) procure the Board to:

  • (i) do all things required by the Board under this Agreement; and

  • (ii) procure the Company comply with all its obligations under this Agreement.

• (2) The obligations in section 4.4(1) include an obligation to exercise its powers both as a Shareholder and, where applicable and to the extent permitted by Law, through any Director nominated by it and to ensure that any Director nominated by it (whether alone or jointly with any other person) does or obtains that matter or thing.

4.5

Company to observe and implement Agreement

The Company must do all things necessary or desirable to give effect to the provisions and intentions of this Agreement in accordance with its terms and is bound by all provisions of this Agreement which expressly or by implication apply to the Company, but nothing in this Agreement will be construed as the Company agreeing not to exercise any of its powers expressly conferred by statute.

5.

ORGANIZATION, BUSINESS AND CONDUCT OF BUSINESS

5.1 Organization

The Company was incorporated as a Sociedad Anónima pursuant to the applicable Laws of Argentina under the corporate name “ Minera Sud Argentina S.A .”.

5.2 Corporate Purpose and Business

The Company will serve as the exclusive means by which the Shareholders, or either of them, will accomplish the following purposes:

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Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (1) to conduct Exploration within the Property and the Area of Interest;

• (2) to acquire additional Mineral Rights and other property within the Area of Interest;

• (3)

• to evaluate the possible Development of the Property;

• (4) to conduct the Permitting necessary or required to develop and construct a Mining Operation on the Property;

• (5)

• to operate a Mining Operation on the Property;

• (6) to complete and satisfy all Environmental Compliance obligations and Continuing Obligations affecting the Property, and

• (7) to perform any other activity necessary, appropriate, or incidental to any of the foregoing,

(collectively, the “ Business ”).

The purposes described above will be reflected in the Articles together with any ancillary or incidental provisions required by applicable Argentine Law.

5.3 Scope of Company Business

The Shareholders acknowledge and agree that:

• (1) unless and to the extent approved by a meeting of the Shareholders, the business of the Company must be confined to the conduct of the Business; and

• (2) the Company may conduct any activities not prohibited by applicable Law and may exercise rights and incur obligations to conduct such activities as are related to the Business.

5.4 Conduct by Company of Business

Each Shareholder (to the extent that it can lawfully do so) must exercise its rights under this Agreement and its powers in relation to the Company to ensure that:

• (1) the Company performs and complies with all of its obligations under this Agreement and the Articles;

• (2) the Business is conducted by the Company:

• (a) in accordance with sound and good business practice;

• (b) in accordance with internationally accepted practice in the international resources industry;

• (c) in accordance with applicable Law;

• (d) without the Company engaging in any Bribery or other breach of Anti-Corruption Law; and

• (e) in accordance with the policies, procedures, practices and standards approved and adopted by the Board or the Shareholders (as the case may be).

5.5 Capital of the Company

• (1) The capital of the Company will consist of the Shares. The Shares will have nominal value of ARS$1 each. A meeting of the Shareholders meeting may, from time to time, modify or

19

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

determine a new class or series of Shares. Except as specified otherwise in this Agreement or as determined from time to time by a meeting of the Shareholders, all classes and series of Shares will have the same legal and economic rights.

• (2) As of the Effective Date, the Percentage Interest of each Shareholder and the Initial Contribution of each Shareholder will be as follows:

Shareholder	Percentage Interest	Initial Contribution
MAI	49.9%	$13,972,000
South32	50.1%	$14,000,000

The Shareholders will be deemed to have made the Initial Contributions allocated to each Shareholder in the table above.

5.6 Determining Percentage Interests

For the purposes of section 1.1(104), each Shareholder’s:

• (1) Initial Contribution; and

• (2) additional contributions including by any of the methods described in or contemplated by section 10 (which excludes, for certainty, any Deemed Contributions taken into account for the purposes of section 5.6(3)); and

• (3) Deemed Contributions,

will be taken into account in determining at any time with respect to any Shareholder, the total contributions by such Shareholder at such time or the Total Contributions of the Shareholders as of such time.

6. CORPORATE OPPORTUNITY AND RELATIONSHIP OF THE SHAREHOLDERS

6.1 Corporate and Other Business Opportunities

• (1) Except as expressly provided otherwise in this Agreement and to the fullest extent permitted by applicable Law:

• (a) each Shareholder will have the right independently to engage in and receive full benefits from business activities, whether or not competitive with the Operations, without consulting the other Shareholder; and

• (b) the doctrines of “corporate opportunity”, “business opportunity” or any analogous doctrine will not be applied to any other activity, venture, or operation of either Shareholder.

• (2) Neither Shareholder will have any obligation to any Shareholder or the Company with respect to any opportunity to acquire any property outside the Area of Interest at any time, or, except as otherwise provided in section 15.5, within the Area of Interest after the termination of the Company. Except as otherwise provided in section 13, no Shareholder nor any of its Affiliates will have any obligation:

• (a) to refrain from engaging in the same or similar activities or lines of business as the Company or developing or marketing any products or services that compete, directly or indirectly, with those of the Company;

20

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (b) to refrain from investing or owning any interest publicly or privately in, or developing a business relationship with, any person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or doing business with any client or customer of the Company; or

• (c) to mill, beneficiate or otherwise treat any Products or any other Party’s share of Products in any facility owned or controlled by that Shareholder.

6.2 Implied Covenants

There are no implied covenants contained in this Agreement.

6.3

Relationship of the Shareholders

• (1) Neither this Agreement nor the Articles will be interpreted as constituting:

• (a) the relationship of the Shareholders as a partnership, quasi-partnership, association or any other relationship in which one or more of the Shareholders may (except as specifically provided for in this Agreement) be liable generally for the acts or omissions of any other Shareholder; or

• (b) any Shareholder as the partner, agent or representative of any other Shareholder or of the Company for any purpose whatsoever (with the exception of any powers of attorney specifically granted or contemplated by this Agreement) and nothing in this Agreement or the Articles will create or be deemed to create a fiduciary relationship between the Shareholders, or between the Company and the Shareholders or any of them.

• (2) Without limiting section 6.3(1), no Shareholder has the authority to pledge or purport to pledge the credit of any other Shareholder or the Company or to make or give (or purport to make or give) any representations, warranties or undertakings for or on behalf of any other Shareholder or the Company.

• (3) The rights, duties, obligations and liabilities of the Parties will be several and not joint or collective. Each Shareholder will be responsible only for its obligations and will be liable only for its share of the costs and expenses as expressly set out in this Agreement.

6.4

No Holding Out

Subject to section 17.2, no Shareholder will directly or indirectly use or permit the use of the name of any other Shareholder or the Company for any purpose related to the Operations, the Property, the Project or this Agreement.

7. SHAREHOLDERS’ ACTION AND PERCENTAGE INTERESTS

7.1

Shareholders’ Meetings

• (1) The Shareholders may hold general and special meetings of the Shareholders. General meetings of the Shareholders may be ordinary meetings or extraordinary meetings. The Shareholders must meet at least once each year and such meeting must be convened by the Board within the first four (4) months of each such year in order to hold an annual general ordinary meeting of the Shareholders.

• (2) The quorum required for the transaction of business at an ordinary meeting of the Shareholders held pursuant to a first call for an ordinary meeting of the Shareholders will be one (1) or more Shareholders who holds or who together hold a Shareholding Percentage in excess of fifty percent (50%) with the right to vote at such meeting, and pursuant to a second call for an ordinary meeting of the Shareholders, will be whatever

21

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

Shareholder or Shareholders are present or represented at such meeting. Subject to section 7.1(4), resolutions at an ordinary meeting of the Shareholders will be adopted by the majority vote of the Shareholders with the right to vote.

• (3) The quorum required for the transaction of business at an extraordinary meeting of the Shareholders held pursuant to a first call for an extraordinary meeting of the Shareholders will be one (1) or more Shareholders who holds or who together hold a Shareholding Percentage at least equal to seventy five percent (75%) with the right to vote at such meeting, and pursuant to a second call for extraordinary meeting of the Shareholders, will be one (1) or more Shareholders who holds or who together hold a Shareholding Percentage in excess of fifty percent (50%) with the right to vote at such meeting. Subject to section 7.1(4), resolutions at an extraordinary meeting of the Shareholders will be adopted by the majority vote of the Shareholders with the right to vote.

• (4) All matters in connection with the Company are within the authority of the Board in accordance with section 8.1, other than the matters set out below in this section 7.1(4), which matters are within the authority of a meeting of Shareholders to consider and decide. Unless expressly provided otherwise by this Agreement, a Special Resolution will be required at a meeting of the Shareholders held upon the first or any subsequent call of a meeting of the Shareholders, to approve the following matters:

• (a) any transformation, merger, consolidation, spin-off, winding up, liquidation, dissolution, change in jurisdiction or any similar business combination involving the Company;

• (b) the creation of a new class or series of Shares;

• (c) any change in the determination of the rights and preferences of any class or series of Shares, including the value of any class or series of Shares;

• (d) amendments to the Articles or the adoption of a new version of the Articles;

• (e) the making or entry into by the Company of any agreement, contract, arrangement or understanding (other than any agreement, contract, arrangement or understanding for the Exploration or Development of the Property) that is not in the ordinary course of its business;

• (f) the entry by the Company into any transaction (other than a transaction for the Exploration or Development of the Property) that is not in the ordinary course of its business;

• (g) the provision of any loan by the Company to any person except in the ordinary course of the Company’s business;

• (h) the Company entering into or becoming liable under any guarantee or indemnity or similar arrangement under which the Company may incur liability in respect of the financial obligation of any other person;

• (i) except as expressly provided for in this Agreement, the allotment, issue, amortization, redemption or repurchase of shares in the capital of the Company and any repayment of capital by the Company to any of the Shareholders, or the granting of an option or right to subscribe for or convert any instrument into shares in the capital of the Company or the granting of or the issue of any instrument convertible into shares;

• (j) the subscription by the Company for, or purchase by the Company of, shares in or debentures of or of any other equity participation in any body, corporate or business, or the entering into of any partnership or joint venture by the Company;

22

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (k) any exchange of the Company’s debts for Shares;

• (l) a split of or consolidation of the Company’s Shares;

• (m) any change of the Financial Year End;

• (n) except for Project Security, the grant or creation of any Encumbrance in, on or over the Company or its Assets which is not in the ordinary course of its business;

• (o) the Transfer of all or substantially all of the Assets of the Company or any Transfer of any Asset of the Company which is not in the ordinary course of its business;

• (p) except as expressly contemplated by this Agreement, the provision of financial assistance to a Shareholder or an Affiliate of a Shareholder;

• (q) the approval of the remuneration of Directors and syndics and the granting of any employee stock option or incentive plan;

• (r) the making by the Company of investments other than investments in or for the purposes of the Business;

• (s) the application for, or withdrawal of, registration by the Company of equity or debt securities for public offerings;

• (t) the execution or filing an acuerdo preventivo extrajudicial , a concurso preventivo , a propia quiebra or other insolvency proceeding under any applicable Law;

• (u) the institution, defence, compromise or settlement of any court or arbitral proceedings which might reasonably be expected to result in the Company incurring liabilities, losses, damages ,costs or expenses (including legal costs) in excess of two million dollars ($2,000,000), such amount to be adjusted annually by reference to the United States Consumer Price Index (all items) published by the US Bureau of Labor Statistics; and

• (v) any other matter or thing requiring a Special Resolution under this Agreement.

7.2 Changes in Percentage Interests

A Shareholder’s Percentage Interest will be changed as provided for in this Agreement including as follows:

• (1) as provided in section 7.6; or

• (2) upon an election by a Shareholder pursuant to sections 7.4 and 9.2 to contribute less to an adopted Program and Budget than the percentage reflected by its Percentage Interest; or

• (3) in the event of default by a Shareholder in making its agreed-upon contribution to an adopted Program and Budget, followed by an election by the other Shareholder to invoke section 7.5(2); or

• (4) upon the Transfer by a Shareholder of all or less than all of its Interest in accordance with section 15.

7.3 Additional Cash Contributions

• (1) Subject to section 7.3(2) and to any election permitted by section 7.4, the Shareholders must contribute capital in proportion to their respective Percentage Interests to all Approved Programs and Approved Budgets. If a Shareholder fails to contribute to any

23

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

Approved Program and Approved Budget in at least the amount required to maintain its Percentage Interest equal to or greater than ten percent (10%), section 7.7 will apply.

• (2) Notwithstanding section 7.3(1), the Parties acknowledge and agree that:

• (a) during the Limited Contribution Period:

  • (i) MAI will not be obliged to contribute any amount to an Approved Program and Approved Budget in excess of the amount of the Transfer Price; and

  • (ii) in the case where MAI has exercised the MAI Election Right, MAI will not be obliged to contribute any amount to an Approved Program and Approved Budget;

• (b) if during the Limited Contribution Period the operation of section 7.3(2)(a) results in a shortfall by MAI in its contributions to an Approved Program and Approved Budget (“ Limited Contribution Period Shortfall ”) then:

  • (i) the Percentage Interest of MAI will not, on account of any Limited Contribution Period Shortfall, be recalculated in accordance with section 7.4;

  • (ii) MAI will not, on account of any Limited Contribution Period Shortfall, be taken to be a Shareholder who has defaulted in making a contribution required by any approved Program and Budget for the purposes of section 7.5;

  • (iii) each Called Sum required to be contributed by the Shareholders to the Company pursuant to section 10.3 must be contributed in full by South32 on behalf of the Shareholders;

  • (iv) MAI will not be required to contribute to the Company any Called Sum in accordance with section 10.3;

  • (v) any Limited Contribution Period Shortfall MAI contributed by South32 will be deemed to have been contributed by MAI such that MAI will be deemed to have contributed each Called Sum contributed by South32 on its behalf in accordance with section 7.3(2)(b)(iii) (each a “ Deemed Contribution ”); and

  • (vi) sections 7.5, 10.3 and 10.4 will not apply to MAI.

• (3) For certainty, upon expiration of the Limited Contribution Period:

• (a) section 7.3(2) will immediately cease to be of any force and effect; and

• (b) sections 7.5, 10.3 and 10.4 will again apply to MAI.

• (4) The rights of MAI under section 7.3(2)(a)(i):

• (a) are personal to MAI and, notwithstanding any provision of this Agreement to the contrary, cannot be Transferred by MAI to any person other than to a person who was a Party or an Affiliate of a Party, in each case as at the Restatement Date; and

• (b) will immediately cease to be of any force and effect in the event of a Change in Control of MAI.

24

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

7.4 Voluntary Reduction in Percentage Interest

A Shareholder may elect, in the manner provided in section 9.2, to limit its contributions to an Approved Program and Approved Budget as follows:

• (1) to some lesser amount than its respective Percentage Interest; or

• (2) by not contributing any amount to the adopted Program and Budget.

If a Shareholder elects, as permitted by this section 7.4, to contribute to an Approved Program and Approved Budget some lesser amount than its proportionate share of such Approved Program and Approved Budget based on its Percentage Interest, or not to contribute any amount, and the other Shareholder elects to contribute the shortfall amount, then as long as the Company carries out the Approved Program and the Approved Budget the Percentage Interest of the Shareholder electing to contribute a lesser amount or not at all will be recalculated at the time of election to equal the result obtained by dividing:

• (3) the sum of:

• (a) the agreed value of the Shareholder’s Initial Contribution under section 5.5(2), plus

• (b) the total of all of the Shareholder’s other Contributions, plus

• (c) the amount, if any, the Shareholder elects to contribute to the adopted Program and Budget;

• (4) by the sum of paragraphs (a), (b) and (c) above for both Shareholders and then multiplying the result by one hundred.

The Percentage Interest of the other Shareholder will thereupon become the difference between one hundred percent (100%) and the recalculated Percentage Interest.

7.5 Default in Making Contributions

• (1) If a Shareholder defaults in making a contribution required by an approved Program and Budget in respect of which it has elected to contribute in accordance with section 9.2, then the non-defaulting Shareholder may, in addition to all other rights and remedies available to it, advance the defaulted contribution on behalf of the defaulting Shareholder and treat the same, together with any accrued interest, as a demand loan to the defaulting Shareholder, bearing interest from the date of the advance at the rate provided in section 10.4. The failure to repay the loan upon demand will be a default. A non-defaulting Shareholder may elect any applicable remedy under section 7.5(2) or any other rights and remedies available to such Shareholder at law or in equity. All such remedies will be cumulative and, except as otherwise provided in this Agreement, the election of one or more remedies will not waive the election of any other remedies.

• (2) If a Shareholder defaults in making a contribution as required under this Agreement (which, for certainty, includes the failure to repay a loan upon demand in accordance with section 7.5(1)), then the non-defaulting Shareholder may, on not less than twenty (20) Business Days prior notice to the defaulting Shareholder of its intention to exercise its rights under this section 7.5(2), elect with respect to any such default not cured within such twenty (20) Business Day notice period either:

• (a) to have the defaulting Shareholder’s Percentage Interest reduced in accordance with section 7.5(3); or

• (b) to exercise its rights pursuant to section 7.5(4).

25

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (3) If the non-defaulting Shareholder elects pursuant to section 7.5(2) to have the defaulting shareholder’s Percentage Interest reduced then such Percentage Interest will be reduced by a percentage equal to the percentage that is calculated in accordance with section 7.4, multiplied by one and a half (1.5). For the avoidance of doubt, in calculating the reduction in the Percentage Interest of a defaulting Shareholder pursuant to this section 7.5(3), if the percentage reduction of the defaulting Shareholder’s Percentage Interest under section 7.4 is five percentage points (5.0%), then, upon election of the non-defaulting Shareholder to exercise its rights under this section 7.5(3), the Percentage Interest of the defaulting Shareholder will be permanently reduced by seven and a half percentage points (7.5%). Amounts treated as a loan pursuant to section 7.5(1) and interest thereon will be included in the calculation of the defaulting Shareholder’s reduced Percentage Interest. The nondefaulting Shareholder’s Percentage Interest will, at such time, become the difference between one hundred percent (100%) and the further reduced Percentage Interest. Such reductions will be effective as of the date of the default. Notwithstanding anything in this section 7.5(3) to the contrary, in no event may a Shareholder’s Percentage Interest be reduced to less than ten percent (10%) by reason of the operation of this section 7.5(3).

• (4) On the date on which a defaulting Shareholder’s Percentage Interest is reduced to ten percent (10%) by reason of the operation of this section 7.5 then:

• (a) at the request of the non-defaulting Shareholder the Company, in accordance with sections 19.9 to 19.12 (inclusive), must, at the cost and expense of the defaulting Shareholder, engage an Independent Expert to determine the fair market value of the Interest of the defaulting Shareholder;

• (b) within twenty (20) Business Days after the fair market value of the Interest of the defaulting Shareholder has been determined by an Independent Expert, the nondefaulting Shareholder will have an option to purchase and take a Transfer of that Interest by giving notice to that effect to the defaulting Shareholder and the Company at a price equal to ninety percent (90%) of the fair market value of the Interest of the defaulting Shareholder;

• (c) where there is more than one non-defaulting Shareholder, the option granted under section 7.5(4)(b) will be exercisable by all or any one or more of the nondefaulting Shareholders and those who exercise it must purchase and take a Transfer of the Interest of the defaulting Shareholder and be liable for the purchase price as between them in proportion to their Interests inter se or in such other proportions as they may agree;

• (d) concurrently with the completion of the Transfer of the defaulting Shareholder’s Interest to the non-defaulting Shareholder, the non-defaulting Shareholder must pay the purchase price (referred to in section 7.5(4)(b)) to the Company; and

• (e) the purchase price (referred to in section 7.5(4)(b))) must be applied by the Company:

  • (i) in payment of all costs, expenses, Taxes and other imposts in connection with the Transfer of the defaulting Shareholder’s Interest to the nondefaulting Shareholder (including the costs and expenses of determination of the fair market value of the defaulting Shareholder’s Interest);

  • (ii) in payment to the non-defaulting Shareholder of any loan advanced by the non-defaulting Shareholder to the defaulting Shareholder pursuant to section 7.5(1), together with interest from the date of the advance at the rate provided in section 10.4; and

  • (iii) by payment of the balance (if any) to the defaulting Shareholder.

26

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (5) To the extent permitted by applicable Law, each Shareholder, in the event that it becomes a defaulting Shareholder, hereby irrevocably appoints and constitutes the Company its true and lawful attorney in the name of and on behalf of the defaulting Shareholder to act for it and in its name or the name of the Company (as the Company considers fit) for the purpose of doing all matters, acts and things and signing, executing and delivering all deeds, documents, instruments and assurances as may be necessary or desirable to be done or signed, executed or delivered by the defaulting Shareholder solely for the purpose of enabling the Transfer of the defaulting Shareholder’s Interest to the non-defaulting Shareholder and the Company to carry out its functions and perform its duties and obligations under this section 7.5(4).

7.6 Adjustments to Shareholding Percentage and Loans

• (1) Without prejudice to the other terms of this Agreement, if and whenever the Shareholding Percentage of any Shareholder exceeds its Percentage Interest, then the Shareholders must (for nominal consideration only) and otherwise in accordance with section 4.4:

• (a) procure:

  • (i) the prompt issue by the Company of Shares to the relevant Shareholder; or

  • (ii) the prompt transfer of Shares as between the Shareholders; or

  • (iii) that a combination of the actions described in section 7.6(1)(a)(i) and section 7.6(1)(a)(ii) is promptly undertaken,

such that, following the completion of such issues or transfers or a combination of such issues and transfers, the Shareholding Percentage of each Shareholder is (as nearly as may be achievable) equal to each Shareholder’s Percentage Interest; and

• (b) procure the prompt transfer to the other Shareholder by the Shareholder whose Shareholding Percentage exceeds its Percentage Interest an amount of the Loans owed to such Shareholder by the Company such that the total amount of all Loans owed by the Company to and held by each Shareholder is (expressed as a percentage) equal to each Shareholder’s Percentage Interest.

• (2) Prior to the completion of any transfers contemplated by section 7.6(1), the rights and obligations of the Shareholders under this Agreement will be determined in all respects as if such transfers had been completed.

7.7 Elimination of Minority Interest; Royalty

• (1) If in accordance with this Agreement the Percentage Interest of a Shareholder is reduced to less than ten percent (10%) other than as a result of a Transfer permitted by this Agreement, such Shareholder must promptly (and in any event within five (5) Business Days) surrender its Interest to the Company, for cancellation, and release the Company from liability in respect of any Loans owed to such Shareholder, and in exchange for such Interest the surrendering Shareholder will be entitled to a two percent (2%) net smelter returns royalty (a “ Royalty Interest ”) on Products produced and sold from the Property on the terms and conditions set out in the Royalty Agreement. Any Interest not so surrendered prior to the expiration of such five (5) Business Day period will be deemed cancelled, released and no longer outstanding (but without prejudice to the obligation of the Company to enter into the Royalty Agreement).

• (2) Upon surrender by a Shareholder of all of its Interest or the cancellation and release of such Interest in accordance with section 7.7(1), such Shareholder thereafter will have no

27

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

Percentage Interest in the Company and will have no voting rights under this Agreement (other than those required by Law) or any interest in the Company, the Property or the Assets, other than the Royalty Interest.

• (3) Any Tax imposed on the surrender by a Shareholder of all of its Interest or the deemed cancellation and release of such Interest and the grant to that Shareholder of the Royalty Interest in accordance with section 7.7(1), must be borne by such Shareholder.

8. BOARD

8.1 Authority of Board of Directors

• (1) The Board will exercise authority with respect to all matters in connection with the Company. Without limiting the foregoing, the Board will be responsible for the management of the Business and will determine overall policies, objectives, procedures, methods and actions of the Company.

• (2) Without limiting section 8.1(1), the Board will have the powers and authority set out in the Articles and applicable Law. The Articles may contain other rules applicable to the Board as long as such rules are consistent with this Agreement.

8.2 Directors

• (1) The Board will have a maximum of five (5) Directors.

• (2) Subject to sections 8.2(4) and 8.2(4), each Shareholder having a Percentage Interest of twenty percent (20%) or more is entitled to nominate, have elected and replace from time to time, a number of Directors equivalent to the number of percentage points of its Percentage Interest divided by twenty (20).Fractions in the number of Directors are to be disregarded in this calculation.

• (3) The Shareholder who has the largest Percentage Interest is entitled to nominate, have elected and replace from time to time, an additional Director in addition to the Director or Directors it is entitled to nominate and have elected pursuant to section 8.2(2)

• (4) For the purpose of determining a Shareholder’s Percentage Interest under section 8.2(2), the shareholding of the Shareholder and its Affiliates will be aggregated and such aggregate Percentage Interest will confer upon such Shareholders collectively (acting through one or more of such Shareholders) the rights set out in section 8.2(2).

• (5) A Shareholder will be entitled to remove a Director nominated by it and no Shareholder may take any action to remove a Director not nominated by it unless requested to do so by the relevant nominating Shareholder.

• (6) The Shareholders must nominate the individual(s) it wishes to be elected by the Shareholders as Directors in accordance with its entitlement pursuant to section 8.2(2), by notice in writing to the Company from an authorised signatory of that Shareholder and the Shareholders must procure that any such individual(s) is (or are) nominated as Directors in accordance with applicable Law promptly following such nomination.

• (7) Each Shareholder must endeavour to provide the other Shareholders with reasonable advance notice of the identity of any person whom it proposes to nominate as a Director.

• (8) Each Director will hold office until his or her successor is elected by the relevant nominating Shareholder in a meeting of the Shareholders and takes office.

• (9) Subject to applicable Law, a Director nominated by a Shareholder may take into account the interests of that Shareholder and may act on the directions of that Shareholder in

28

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

performing any of his or her duties or exercising any power, right or discretion as a Director, except in any particular case where no honest and reasonable director could have formed the view that, in so doing, the Director was acting in good faith in the best interests of the Company.

• (10) Subject to applicable Law, each Shareholder who is entitled to nominate a Director may appoint any person, either for a stated period or until the happening of a specified event, to act as an alternate Director whenever the Director is unable to attend to duties as a Director as a result of absence, illness or otherwise. Any such appointment must be in writing and signed by the appointing Shareholder and a copy of the instrument of appointment must be given to the Company and to the other Shareholder. Subject to applicable Law, a person acting as an alternate Director will entitled to exercise all of the rights of the Director for whom that person was appointed as an alternate Director (including the right to receive notice of Board Meetings and to attend and vote at Board Meetings at which, the Director for whom that person was appointed as an alternate Director, is not present) and will, subject to any restrictions set out in the instrument of appointment, be entitled to exercise all the powers (except the power to appoint an alternate Director) and perform all the duties of the Director for whom that person was appointed as an alternate Director.

• (11) Without limiting any other provision of this section 8.2, after the expiration of the term of a Director (as set out in this section 8.2) the Shareholder that nominated that Director will, at any ordinary meeting of the Shareholders at which Directors are to be elected to the Board, be entitled to nominate a new Director and appoint any person to act as an alternate Director. No failure to elect a Director at an annual or special meeting of the Shareholders will prevent a Shareholder from thereafter nominating a Director to fill such vacancy or will constitute a waiver of such Shareholder’s rights under this section 8.2. Directors and their respective alternates may be re-elected by their respective nominating Shareholder.

• (12) Subject to this section 8.2, the nomination, removal, resignation and replacement of Directors and alternate Directors will occur in accordance with the Articles and applicable Law.

8.3 Chair and Secretary of the Board

• (1) During the term of this Agreement, the Shareholder who holds the largest Percentage Interest may appoint, remove or replace (as the case may be) the Chair of the Board and the secretary of the Board (who may or may not be a member of the Board).

• (2) If the Chair of the Board is not present at any Board Meeting, then the Board Meeting will be chaired by a Director nominated by the Shareholder who holds the largest Percentage Interest.

• (3) The Chair of the Board will have a casting vote on any matter.

8.4 Board Meetings

• (1) Board Meetings must be held not less than once every three (3) months, or with such other frequency as may be agreed from time to time by the Shareholders.

• (2) Subject to the Articles, Board Meetings may be called at any time by any Director. All Board Meetings must be called by a Director or by a person so authorized by applicable Law. No call will be necessary if all the Directors are present at any Board Meeting. Calls of a Board Meeting must be delivered to each Director and his or her respective alternate, if any, to the address registered with the Company at least ten (10) Business Days prior to the date scheduled for the Board Meeting. The meeting may be held without prior notice, if all of the Directors or their respective alternates are present at the time of voting and waive the

29

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

requirements of prior call under this section 8.4(2). In case of emergency, reasonable notice of a special Board Meeting will suffice.

• (3) Each notice of a call of a Board Meeting must be in writing and contain, among other things, the place, date and time of the Board Meeting and an agenda specifying in reasonable detail the matters to be discussed at the relevant meeting and must be accompanied by any relevant papers for discussion at that Board Meeting. Unless otherwise agreed by each of the Directors, a meeting of the Board may only resolve matters specifically described in the agenda.

• (4) The Chair must cause written minutes of all meetings to be prepared and distributed to the Directors within ten (10) Business Days after the relevant Board Meeting. The Directors will have ten (10) Business Days from the date of receipt of a copy of the minutes to raise objections or to request revisions to the minutes by notice to the Chair. If no such objection or request is made by a Director within such ten (10) Business Day period, such minutes will be binding on the Directors and the Board. If a Director raises objections or requests revisions to the minutes, that Director must provide in writing a reasonable alternative to the provisions in the minutes distributed by the Chair and the Directors must attempt to revise the minutes, taking into account the objections or comments raised and the alternative provisions proposed. If the Shareholders do not agree on the minutes of the Board Meeting within fourteen (14) Business Days after receipt of the notice from the objecting Director, then the minutes of the meeting as prepared by the Chair together with the proposed changes submitted by the objecting Director will collectively constitute the record of the meeting.

• (5) Each Shareholder must bear all travelling and other expenses incurred by any Director nominated by it in attending and returning from meetings of the Board and performing his or her duties as a Director.

• (6) Subject to the Articles, the quorum for Board Meetings must comprise at least one Director nominated by each Shareholder entitled to appoint one or more Directors under section 8.2. Each Shareholder must use its reasonable efforts to ensure that a Director nominated by it attends each meeting of the Board and that a quorum is present throughout the meeting.

• (7) If a quorum is not present within two (2) hours of the scheduled time for a Board meeting, then the meeting must be adjourned to the same day of the second following week at the same time and the same place, or as may otherwise be agreed by all of the Directors, as long as it takes place not later than ten (10) Business Days after the initially scheduled meeting. Each Director must be notified of the time, date and place of the adjourned meeting as soon as practicable. Unless otherwise approved by all of the Directors, if a quorum is not present within two (2) hours of the rescheduled time for the meeting, then the Directors then present will constitute a quorum.

• (8) Directors may participate in Board Meetings by video or telephone conference call and such participation will be deemed to constitute presence in person at such meeting.

8.5 Voting

• (1) Each Director may vote on any action or resolution proposed at any Board Meeting unless the Director is prohibited from voting on that matter by the Articles or applicable Law.

• (2) Except as otherwise provided in this Agreement, all decisions of the Board will be decided by a simple majority of the votes cast (“ Ordinary Resolution ”). Each Director nominated by a Shareholder and attending a Board Meeting will be entitled to cast one (1) vote.

• (3) No Shareholder or Director nominated by a Shareholder will have the power or authority in its individual capacity to bind the Company. All documents and instruments executed on

30

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

behalf of the Company must be signed by the Chair or an officer, employee or agent of the Company to whom the Board has delegated the necessary general or specific authority.

8.6 Delegation

Subject to approval by the Board by Ordinary Resolution and applicable Law, the Board may delegate the power and authority for the management of the business and affairs of the Company to the CEO and to other officers of the Company, except for any matter which pursuant to the terms of this Agreement expressly requires action by the Board.

8.7 Initial Board Resolutions

The Shareholders must procure that on the Effective Date a duly convened meeting of the Board is convened and held at which a quorum is present and acting throughout at which the following matters are approved in accordance with this Agreement:

• (1) KPMG are appointed as the Auditors of the Company;

• (2) if not already the case, June 30 is adopted as the Financial Year End of the Company;

• (3) the appointment of a chief executive officer as nominated by South32;

• (4) the signatories of all bank accounts maintained by the Company are changed to the CEO and one other senior employee approved by the Board at such Board Meeting with, in each case, signing authority approved by the Board at such Board Meeting;

• (5) any existing powers of attorney of the Company are revoked; and

• (6) if the Year 4 Approved Program has not been completed as at the Effective Date, the completion by the Company of the Year 4 Approved Program.

For certainty, none of the foregoing matters or any modification of any of the foregoing matters will require the passing of a Special Resolution.

8.8 Relevant Transactions

• (1) Sections 8.8(2) to 8.8(4) will apply in respect of Relevant Transactions.

• (2) The Company is permitted, without the prior approval of the Shareholders, to enter into Relevant Transactions, but each Relevant Transaction must be:

• (a) at a competitive market price;

• (b) on commercial terms comparable to what would be agreed between unrelated parties; and

• (c) promptly disclosed to the Shareholders.

• (3) Subject to applicable Law, each Director may vote on any Relevant Transaction. If a Shareholder considers that a Relevant Transaction does not meet the criteria of section 8.8(2), then it may give notice to the Company and the other Shareholders, and the following provisions will apply:

• (a) the notice must be given within twenty (20) Business Days of the Relevant Transaction being disclosed to the Shareholder and must include reasons why the Shareholder believes the Relevant Transaction does not meet the criteria of section 8.8(2);

• (b) the Relevant Transaction must be discussed at the next Board Meeting;

31

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (c) if a Shareholder is not satisfied with the discussion on the Relevant Transaction at that Board Meeting, it must give notice to the other Shareholder and the Board within five (5) Business Days after that meeting, and the Shareholders will appoint an Independent Expert appointed in accordance with sections 19.9 to 19.13 to assess whether or not the Relevant Transaction meets the criteria in section 8.8(2);

• (d) if the Independent Expert finds that the Relevant Transaction does not meet the criteria in section 8.8(2), then that Relevant Transaction will not be void, however, the Shareholder that is a party to the Relevant Transaction (or whose Affiliate is a party to the Relevant Transaction) will be liable for any loss caused to the Company as a result of the departure from the criteria in section 8.8(2); and

• (e) notwithstanding the finding of the Independent Expert, the Company will bear all the costs of the Independent Expert.

• (4) At the request of a Shareholder, the Company and the other Shareholders will provide that Shareholder with information reasonably necessary to satisfy that the Relevant Transaction meets the criteria in section 8.8(2).

8.9

Disqualification

Notwithstanding section 8.8(3), the Directors nominated by the RT Shareholder will be entitled to attend but will not be entitled to vote on any matter at any meeting of the Board if the matter to be discussed at the relevant meeting relates to the breach, termination or amendment of the terms and conditions agreed between the Company and the RT Shareholder in respect of the Relevant Transaction.

9. PROGRAMS AND BUDGETS

9.1

Programs & Budgets for Financial Year

• (1) Within ten (10) Business Days after the Effective Date, the Company must submit to the Board the first proposed Program and Budget for the Company in respect of the remainder of the Financial Year and the Board of Directors must, within twenty (20) Business Days thereafter meet in order to consider and vote on that Program and Budget.

• (2) Forty (40) Business before the commencement of each Financial Year thereafter, the Company must prepare and submit to the Board, for approval, a draft Program and Budget for the Company for that Financial Year.

• (3) The Board of Directors must consider and vote on each Program and Budget at least twenty (20) Business Days before the commencement of the Financial Year. Approval of a Program and Budget constitutes authority for the Company and the CEO to undertake all relevant action and incur all approved expenditure for that Program and Budget.

• (4) The Company may, if circumstances require it, prepare a revised or supplementary Program and Budget and submit it to the Board for approval.

• (5) If Board fails to approve a Program and Budget at a meeting called to consider a proposed Program and Budget at which a quorum is present:

• (a) after the expiration of the current Approved Program and Approved Budget and until a new Program and Budget is approved by the Board, the Company must conduct Operations and incur expenditure necessary to preserve the Assets;

• (b) such Operations must be funded by the Shareholders making additional capital contributions to the Company in proportion to their respective Percentage Interests at the time the preceding Approved Program and Approved Budget expired; and

32

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (c) the Company must promptly prepare and submit to the Board a revised proposed Program and Budget, taking into account any instructions from the Board.

9.2

Election to Participate

• (1) By notice to the Company and the other Shareholder within twenty (20) Business Days of the approval of a Program and Budget by the Board, a Shareholder may elect to contribute (in the manner determined by the Board in accordance with section 10.2) to such Approved Program and Approved Budget in an amount equal to its Percentage Interest or in some lesser amount than its respective Percentage Interest, or may elect not to contribute any amount, in which cases its Percentage Interest must be recalculated as provided in section 7.4. If a Shareholder fails to make such an election within such twenty (20) Business Day period, then the Shareholder will be deemed to have elected not to contribute to such Approved Program and Approved Budget in any amount.

• (2) If a Shareholder elects pursuant to section 9.2(1) not to contribute to an Approved Program and Approved Budget or to contribute in some lesser amount than its respective Percentage Interest, then the other Shareholder may, within ten (10) Business Days of the twenty (20) Business Day period referred to in section 9.2(1), elect to withdraw its votes in favor of the Approved Program and Approved Budget and if such withdrawal results in fewer votes in favor of the Approved Program and Approved Budget than are required to adopt it, to require a new vote on the proposed Program and Budget.

9.3 Operations Pursuant to Programs and Budgets

Subject to section 9.5, Operations must be conducted, expenditure must be incurred, and Assets must be acquired only pursuant to Approved Programs and Approved Budgets. Each Program and Budget approved by the Board must budget and provide for reasonably anticipated Environmental Compliance expenses for all Operations contemplated under the Program and Budget.

9.4

Budget Overruns

The Company must immediately notify the Board of any material departure from an Approved Program and Approved Budget. Overruns of ten percent (10%) or less of the amount of an Approved Program and Approved Budget must be borne by those Shareholders who elected to contribute to that Approved Program and Approved Budget in proportion to their respective Percentage Interests as of the time the overrun occurs. Subject to section 9.5, overruns of more than ten percent (10%) of an Approved Budget may only be authorized by the Board.

9.5

Emergency or Unexpected Expenditures

In case of emergency, the Company may take any reasonable action it deems necessary to protect life, limb or property, to protect the Assets or to comply with applicable Law. The Company must promptly notify the Shareholders of the emergency. The cost incurred in responding to the emergency must be funded by those Shareholders who elected to contribute to the then current Approved Program and Approved Budget by making additional capital contributions to the Company in proportion to their respective Percentage Interests at the time the emergency expenditures are incurred.

10.

FUNDING OF COMPANY

10.1

Funding

The Shareholders will not be obliged to provide funding to the Company beyond the obligations set out in this Agreement.

33

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

10.2 Financing of Approved Programs and Approved Budgets

The Parties intend that funding of the Company to meet the projected cash requirements of the Company under Approved Programs and Approved Budgets will be discharged by the methods (or by a combination of methods) as determined by the Board from time to time, including:

• (1) by way of common equity (via the issue of Shares); and

• (2) by debt but only for Approved Programs and Approved Budgets in respect of which each Shareholder has an obligation to contribute funding to the Company.

Any Loans advanced by the Shareholders to the Company pursuant to this section 10.2 will be on the same terms and conditions.

10.3

Called Sums

Subject to section 7.3(2) and section 7.4, on the basis of the Approved Program and Approved Budget, the Company must submit to each Shareholder at least ten (10) Business Days prior to the end of each month, a notice (“ Called Sum Notice ”) to contribute funds in accordance with their Percentage Interests to meet the projected cash requirements of the Company under the Approved Program and Approved Budget for the next month, (each such contribution, a “ Called Sum ”). Within seven (7) Business Days after receipt of each Called Sum Notice, each Shareholder must contribute to the Company its share of such estimated cash requirements by the method of funding determined by the Board in accordance with section 10.2. Time is of the essence for payment of such Called Sum Notices. The Company must at all times maintain a cash balance approximately equal to the rate of disbursement for a period of approximately forty (40) Business Days. All funds in excess of immediate cash requirements must be invested in interest-bearing accounts with the Company’s bank.

10.4

Failure to Contribute Called Sums

Except as provided in section 7.3(2) and section 9.2, a Shareholder that fails to contribute any Called Sum in the amount, by the method and at the times specified in section 10.3 will be in default, and the amount of the defaulted Called Sum will bear interest from the date due at an annual rate equal to the Prime Rate plus two percentage points (2%), but in no event must such rate of interest exceed the maximum permitted by Law. The non-defaulting Shareholder will have those rights, remedies and elections specified in section 7.5.

11.

FINANCIAL INFORMATION AND ACCOUNTING REQUIREMENTS

11.1 Financial Information

The Company must provide to each Director and Shareholder (at the cost and expense of the Company):

• (1) as soon as practicable (and in any event not later than fifteen (15) Business Days) after the end of each calendar month, unaudited management accounts for that calendar month and Financial Year-to-date including:

• (a) a profit and loss account, balance sheet and cash-flow statement; and

• (b) a review of the Approved Budget and a reconciliation of results against that Approved Budget;

• (2) as soon as practicable (and in any event not later than eighty (80) Business Days) after the end of each Financial Year, copies of the Audited Accounts;

34

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (3) at the time of the approval of a Program and Budget, an annual plan for the cash requirements of the Company, indicating forecast sources and uses of cash over the following twelve (12) month period; and

• (4) such financial information or other information that the Director or Shareholder may at any time reasonably require with respect to any matter relating to the business or financial condition of the Company including for the purpose of any Shareholder or its Affiliates which is a public company whose shares are listed on a stock exchange satisfying their respective public reporting or similar obligations imposed by the relevant securities exchange on which their shares are listed.

11.2

Accounting principles

The Company must keep written financial records that correctly record and explain its transactions and financial position and performance and ensure that each financial statement and other document provided under section 11.1:

• (1) complies with IFRS, consistently applied, (except to the extent disclosed in them) and all applicable Laws; and

• (2) gives a true and fair view of its consolidated and unconsolidated financial position as at the date, and performance for the period ending on the date, on which those statements or documents are prepared.

11.3 Access to Financial Information

Any Shareholder and its designated Personnel (which for this purpose will include the auditors of each Shareholder or each Shareholder’s ultimate parent corporation, as applicable), upon notice in writing to the Company, will be provided with reasonable access during regular business hours to the information necessary to audit either internally or externally, the Company’s accounts, records and systems relating to the accounting of the Company under this Agreement for any Financial Year within the 12-month period following the end of such Financial Year as long as such rights are exercised in a manner that does not interfere with the conduct of the Business or expeditious completion by the Company of its Audited Accounts for a Financial Year. Where two or more Shareholders or their designated representatives wish to conduct an audit, they must make every reasonable effort to conduct joint or simultaneous audits in a manner which will result in a minimum of inconvenience to the Company. No audit expense incurred pursuant to this section 11.3 by either the Company or the Shareholders, or by audit firms employed by either, will be charged to the Company, and such audit expenses will be for the account of the Shareholder or Shareholders requesting the audit, except for expenses incurred in the annual audit of the Company referred to in section 11.1(2).

11.4

Distribution Policy

From the date the Company receives payment for the sale of Processed Products, the Company, through a meeting of the Shareholders, may approve a distribution (which may include a dividend, return of capital, interest payment on shareholder loans or repayment of shareholder loans) in cash equal to the amount of the Company’s Available Cash at such time as determined by the meeting of the Shareholders. For purposes of this section, “ Available Cash ” means the maximum amount of cash legally available under applicable Law and contracts to be distributed to the Shareholders pursuant to this section 11.4, minus an amount that the meeting of the Shareholders determines in good faith should be retained in the Company to meet or fund debt service commitments (but excluding principal and interest payments on shareholder loans), working capital requirements, legal reserve fund, capital expenditures, or other business needs of the Company. Any distribution (whether quarterly or otherwise) must be made on a pro rata basis in accordance with the Percentage Interests of the Shareholders.

35

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

12. TERM AND TERMINATION

12.1 Former Shareholder not bound

This Agreement ceases to apply to a Shareholder which has transferred all its Shares as permitted by this Agreement and the Articles, except for any provision of this Agreement which is expressed to continue in force thereafter.

12.2 Effective Date and Term

This Agreement will be effective as of the Effective Date and continues in full force and effect until either:

• (1) the termination of this Agreement by unanimous written agreement of the Shareholders;

• (2) one Shareholder holding (either by itself or together with an Affiliate of that Shareholder) all of the issued Shares; or

• (3) an effective Special Resolution is passed, or a binding order is made, for the winding up of the Company by a court of competent jurisdiction.

12.3

Termination not to affect certain provisions

Any termination of this Agreement however caused, or the ceasing by any Shareholder to hold any Shares as contemplated by section 12.1 will not affect any provision of this Agreement which is expressed to come into effect on, or to continue in effect after, that termination or cessation.

12.4

Winding Up of Company

On the winding up of the Company, each Shareholder must use its reasonable efforts in good faith, by exercise of its powers as a Shareholder, to ensure that:

• (1) adequate arrangements are made for payment of, or security for, reclamation and closure costs;

• (2) the Company surrenders to the Shareholder the license of any intellectual property licensed to it by that Shareholder; and

• (3) any other arrangements between the Company and any Shareholder in relation to the Business and Assets of the Company are terminated.

12.5

Right to Data After Termination

After the termination of the Company pursuant to section 12.1, each Shareholder will be entitled to copies of all information acquired by the Company before the effective date of termination not previously given to it, but a Shareholder that surrenders, has cancelled, forfeits or transfers its entire Shares, will not be entitled to any such information after any such surrender, cancellation, forfeiture or transfer.

13. AREA OF INTEREST

13.1

Disclosure of AOI Property

If at any time during the term of this Agreement a Shareholder or an Affiliate of a Shareholder (“ Acquiring Shareholder ”) acquires, directly or indirectly, any interest (including any Mineral Rights) in any property which is all or partly within the Area of Interest (“ AOI Property ”), then the Acquiring Shareholder must, within twenty (20) Business Days after the date of the acquisition of the AOI Property, disclose the acquisition (including all information it has relating to the AOI

36

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

Property) promptly to the other Shareholder (“ Non-Acquiring Shareholder ”) and the Company. The Acquiring Shareholder’s notice must describe in detail the acquisition, the AOI Property and the mineralization believed to be present within the AOI Property, the cost of the acquisition, and the reasons why the Acquiring Shareholder believes that the acquisition of the AOI Property may be in the best interests of the Company. In addition to such notice, the Acquiring Shareholder must make all information in its possession or control concerning the AOI Property available for inspection by the other Shareholder.

13.2

Election of Non-Acquiring Shareholder

At any time within twenty (20) Business Days after the Non-Acquiring Shareholder has been given notice of the acquisition of AOI Property by the Acquiring Shareholder in accordance with section 13.1, the Non-Acquiring Shareholder may by notice in writing to the Acquiring Shareholder elect, at no cost or expense to the Company or the Non-Acquiring Shareholder, to make the AOI Property part of the Property and to be subject to this Agreement. If the Non-Acquiring Shareholder elects to make the AOI Property part of the Property pursuant to this section 13.2, then the Acquiring Shareholder must promptly thereafter at its cost do all things (including executing and if necessary delivering all documents) necessary or desirable to transfer or facilitate transfer of title to the AOI Property to the Company.

13.3

Option Not Exercised

If the Non-Acquiring Shareholder fails to make an election within the twenty (20) Business Day period referred to in section 13.2, then the AOI Property will not form part of the Property, will thereafter be excluded from the Area of Interest and neither the Non-Acquiring Shareholder nor the Company will have any interest in the AOI Property, and the AOI Property will not be a part of the Property or otherwise be subject to this Agreement.

13.4

Former Shareholders

Each Shareholder acknowledges and agrees that for two (2) years after the date on which it ceases (for any reason) to be a Shareholder for the purposes of this Agreement (“ Former Shareholder ”), a Former Shareholder must not, and must cause each of its Affiliates to not, acquire, directly or indirectly, any AOI Property. If a Former Shareholder or any Affiliate of a Former Shareholder acquires any AOI Property Interest in breach of this section 13.4, then any Shareholder may elect by notice to the Former Shareholder within twenty (20) Business Days after it has actual notice of such acquisition, to have such AOI Property transferred to the Company at no cost or expense to the Shareholder or the Company. Until transferred to the Company in accordance with this section 13.4, the Former Shareholder must hold, or cause such AOI Property to be held, in trust for the exclusive use and benefit of the Company and the Shareholders. After such Notice to contribute the AOI Property, the Former Shareholder must, at its cost and expense, convey (including execute all necessary documents) or cause to be conveyed the AOI Property to the Company.

14. ABANDONMENT AND SURRENDER OF PROPERTY

14.1

Surrender or Abandonment

The Board may authorize the Company to surrender or abandon part or all of the Property (“ Abandonment Property ”). If the Board authorizes any such surrender or abandonment then the Company must give notice to each Shareholder at least twenty (20) Business Days in advance of the proposed date of surrender or abandonment (“ Abandonment Date ”) together with details of the Abandonment Date and details of any Encumbrance on the Abandonment Property created by, through or under the Company. Each Shareholder will, as long as any Director nominated by it to the Board did not vote in favour of the resolution authorizing the Company to surrender or abandon the Abandonment Property, have a period of ten (10) Business Days from receipt of the notice to elect by notice to the Company to take an assignment of the Abandonment Property, which assignment will be on an “as is” basis for a total consideration equal to ten dollars ($10). If a

37

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

Shareholder elects to take an assignment of the Abandonment Property, then the Company must assign to the electing Shareholder or its nominee, by agreement or other applicable instrument and at the cost of the electing Shareholder, all of the Company’s interest in the Abandonment Property, and the Abandonment Property will cease to be part of the Property and the Company will have no further right, title or interest in the Abandonment Property. With effect from the date of assignment, the electing Shareholder taking an assignment of the Abandonment Property, and subject to applicable Law:

• (1) must assume all of the liabilities (including any Encumbrance) accruing or attaching to the registered holder or beneficial owner of the Abandonment Property irrespective of whether such liabilities arose or accrued before, on or after the date of assignment to the electing Shareholder; and

• (2) is solely liable for any Claim, and must indemnify the other Shareholder and the Company from and against any Claim, arising out of or in connection with the Abandonment Property irrespective of whether the Claim arose before, on or after the date of assignment of the Abandonment Property to the electing Shareholder or was caused or contributed to by any act or omission of the other Shareholder or the Company.

If a Shareholder does not give notice to the Company within the period of twenty (20) Business Days referred to above electing to take an assignment of the Abandonment Property, then the Company may surrender or abandon the Abandonment Property on the Abandonment Date and will thereafter have no further obligation to maintain the title to the Abandonment Property.

14.2 Reacquisition

If any Abandonment Property is abandoned or surrendered pursuant to section 14.1, then except as provided in section 14.1, unless this Agreement is earlier terminated, neither Shareholder nor any Affiliate of a Shareholder may acquire any interest in such Abandonment Property or a right to acquire such Abandonment Property (“ Abandonment Property Interest ”) for a period of two (2) years following the Abandonment Date. If a Shareholder or any Affiliate of a Shareholder acquires any Abandonment Property Interest in breach of this section 14.2, then the other Shareholder may elect by notice to the acquiring Shareholder within twenty (20) Business Days after it has actual notice of such acquisition, to have such Abandonment Property Interest contributed to the Company. Until contributed to the Company in accordance with this section 14.2, the acquiring Shareholder must hold, or cause such Abandonment Property Interest to be held, in trust for the exclusive use and benefit of the Company and the other Shareholder. After such Notice to contribute the Abandonment Property Interest, the Shareholder that has acquired the Abandonment Property Interest must convey (including execute all necessary documents) or cause to be conveyed to the other Shareholder an interest in such Abandonment Property Interest equal to the Percentage Interest of the other Shareholder at the time and thereafter each Shareholder must contribute the interest it holds in the Abandonment Property Interest to the Company. In the event such an election is made, the contributed Abandonment Property Interest must thereafter be treated and form part of the Property, and the costs of acquisition will be borne solely by the Shareholder that or whose Affiliate (as the case may be) initially acquired the Abandonment Property Interest. No adjustment to the Shareholders’ respective Percentage Interests will be made as a result of such contribution.

15.

TRANSFER OF INTEREST

15.1

General

A Shareholder will have the right to Transfer to any third party all or any part of its Interest, solely as provided in this section 15.

38

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

15.2 Limitations on Free Transferability of Interest

The Transfer right of a Shareholder in section 15.1 will be subject to the following terms and conditions:

• (1) no Shareholder may make a Transfer of all or a part of its Interest to:

• (a) a Sanctioned Entity or a Sanctioned Person; or

• (b) to a transferee which is a Subsidiary of an ultimate holding company if that ultimate holding company or any of its Affiliates which have a direct or indirect ownership interest in the transferee is a Sanctioned Entity or a Sanctioned Person;

• (2) no Transfer of an Interest will be valid or recognized by the Company unless and until the transferring Shareholder has provided to the other Shareholder notice of the Transfer, and the transferee has complied with section 15.6;

• (3) the transferring Shareholder and the transferee must bear all Tax consequences of the Transfer;

• (4) no Shareholder, without approval by a Special Resolution, may make a Transfer of a part of its Interest that is equal to or less than 10% of all Interests held by the Shareholders;

• (5) for certainty, each Transfer of an Interest to a transferee must include as a part of such Transfer all of the rights, title and interests that exist in relation to such Interest including an amount of the Loans then held by the transferring Shareholder, which amount will be proportionate to the amount (expressed as a percentage) that the Shares being transferred as part of such Interest bear to all of the Shares held by the transferring Shareholder immediately prior to such Transfer; and

• (6) for further certainty, each Transfer of part of an Interest to a transferee must include as a part of such Transfer an amount of the Percentage Interest then held by the transferring Shareholder, which amount will be proportionate to the amount (expressed as a percentage) that the Shares being transferred as part of such Interest bear to all of the Shares held by the transferring Shareholder immediately prior to such Transfer.

15.3 Acquisition Right

• (1) Except as otherwise provided in section 15.4, if a Shareholder desires to Transfer all or any part of its Interest, then the other Shareholder will, as long as it has a Percentage Interest of at least twenty percent (20%) (“ Remaining Shareholder ”), have the right of first refusal to acquire such Interest as provided in this section 15.3.

• (2) A Shareholder (“ Selling Shareholder ”) intending to Transfer all or any part of its Interest (“ Offered Interest ”) must, subject to this section 15.3, promptly provide notice to the Remaining Shareholder of its intentions (“ Transfer Notice ”). The Transfer Notice must state the price, the identity of the proposed transferee including the identity of the person which is the ultimate holding company of the proposed transferee (“ Transferee ”) and all other pertinent terms and conditions of the intended Transfer, and must be accompanied by a copy of the proposed offer or contract for sale. If the consideration for the intended Transfer or any part of it is not in cash, then the Transfer Notice given by the Selling Shareholder must specify the cash value of such consideration or the relevant part of the consideration, as determined by the Selling Shareholder. If the consideration for the intended Transfer or any part of it is not in cash but consists of the shares of a public company (“ Pub Co ”):

• (a) who is an not Affiliate of the Selling Shareholder; and

39

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (b) whose shares are listed on a recognised stock exchange; and

• (c) whose market capitalization as at the date of the Transfer Notice is in excess of two billion dollars ($2,000,000,000),

then the value of such shares will be taken to be the volume weighted average trading price of such shares multiplied by the number such shares, with the volume weighted average trading price being calculated by dividing the total value by the total volume of Pub Co’s shares traded in the period of sixty (60) Business Days prior to the date on which the Remaining Shareholder received the Transfer Notice.

• (3) Within ten (10) Business Days after receipt of a Transfer Notice under section 15.3(2) the Remaining Shareholder may object in writing to the Selling Shareholder’s determination of the cash value of the consideration or relevant part of it which is the subject of the intended Transfer (including, for certainty, any determination of the value of the shares of a Pub Co calculated in accordance with section 15.3(2)) and upon such an objection being made the Shareholders must seek to agree upon that cash value but if they cannot reach agreement within five (5) Business Days after the date of objection, then that cash value will constitute a Dispute to be resolved by an Independent Expert in accordance with section 19 (the cost of which determination must be borne, if the cash value determined is less than that determined by the Selling Shareholder, by the Selling Shareholder and in any other case by the Remaining Shareholder).

• (4) The Remaining Shareholder will have forty (40) Business Days from the date the Transfer Notice is delivered or forty (40) Business Days from the date of agreement or determination of the cash value of the consideration or relevant part of it which is the subject of the intended Transfer (whichever is the later) (“ Election Period ”) to notify the Selling Shareholder whether it elects to acquire the Offered Interest at (subject to section 15.3(2)) the same price and on the same terms and conditions as set out in the Transfer Notice. If there is more than one Remaining Shareholder then the election will be exercisable by all or any one or more of the Remaining Shareholders and those who exercise it must purchase the Offered Interest of the Selling Shareholder and be liable for the purchase price as between them in proportion to their Percentage Interests inter se or in such other proportions as they may agree. For greater certainty, the Remaining Shareholder will have the right to acquire all but not less than all of the Offered Interest.

• (5) If the Remaining Shareholder elects to acquire the Offered Interest during the Election Period pursuant to section 15.3(2) and the Selling Shareholder receives offers in respect of all but not less than all of the Offered Interest, then the Transfer must be consummated within forty (40) Business Days after the date on which the Selling Shareholder or Remaining Shareholder (or both, as the case may be) have secured (on terms and conditions satisfactory to it) any necessary Consents of any Governmental Authority to the Transfer of the Offered Interest and all waiting periods which applicable Law requires the Selling Shareholder or Remaining Shareholder (or both, as the case may be) to observe have expired. Notwithstanding the foregoing and in any event, the Transfer to the Remaining Shareholder must be consummated within twelve (12) months after notice of such election is delivered to the Selling Shareholder.

• (6) If, after having completed the procedures described above, the Selling Shareholder has not received elections to acquire all but not less than all of the Offered Interest, then the Selling Shareholder will, following the expiration of the Election Period, be entitled to consummate the Transfer to the Transferee within forty (40) Business Days after the date on which the Selling Shareholder has secured (on terms and conditions satisfactory to it) any necessary Consents of any Governmental Authority to the Transfer of the Offered Interest and all waiting periods which applicable Law requires the Selling Shareholder or the Transferee (or both, as the case may be) to observe have expired which Transfer must be at a price and on terms no less favorable than those offered to the Remaining

40

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

Shareholder in the Transfer Notice. Notwithstanding the foregoing and in any event, the Transfer of the Offered Interest to the Transferee must be consummated within twelve (12) months after the date on which the Election Period expired.

• (7) If the Selling Shareholder fails to consummate the Transfer to the Transferee within the twelve (12) month period set out in section 15.3(6) or any material alteration of the terms and conditions of the intended Transfer is proposed within such period then the Selling Shareholder must not complete the intended Transfer after that time or as so altered without first having again complied with the foregoing provisions of this section 15.3.

15.4 Exceptions to Acquisition Right

Section 15.3 will not apply to the following:

• (1) transfer by a Shareholder of all or any part of its Interest to an Affiliate as long as:

• (a) such Affiliate is financially capable of meeting the transferring Shareholder’s obligations under this Agreement; and

• (b) if at any time after such Transfer such transferee ceases to be an Affiliate of such Shareholder, then such transferee must promptly Transfer all of its Interest back to such Shareholder;

• (2) an indirect Transfer that results from a change in the shareholding of a public company whose shares are listed on a stock exchange or an amalgamation, reorganization, business combination or other merger transaction completed by such a public company as long as the successor corporation possesses, directly or indirectly, all the property, rights and interests, and all the debts, liabilities and obligations, of each amalgamating or predecessor company;

• (3) an amalgamation or corporate reorganization involving the transferring Shareholder that has the effect in law of the amalgamated or surviving corporation possessing all the property, rights and interests and being subject to all the debts, liabilities and obligations of each amalgamating or predecessor corporation provided that the surviving corporation was at all times before such amalgamation, an Affiliate of the transferring Shareholder; or

• (4) the creation by a Shareholder of any Encumbrance over all or any of its Interest as permitted in accordance with section 15.5.

15.5 Encumbrance of Shares

Each Shareholder must not create or permit the creation of any Encumbrance over all or any of its Interest unless:

• (1) the Encumbrance is a mortgage, charge, assignment by way of security or other recognized form of security reasonably acceptable to the other Shareholder (“ Security ”); and

• (2) the Security is to secure money borrowed by the Shareholder for the purpose of meeting its obligations under this Agreement; and

• (3) the person to whom the Security is granted or given (“ Security Holder ”) agrees in writing in a legally enforceable manner with the other Shareholder (“ Non-secured Shareholder ”) that the rights and interests of the Company and the other Shareholder in the Interest and the Assets (whether direct or indirect) will not be subject to or prejudiced by the Security and that the Security Holder and any liquidator, receiver, receiver and manager, trustee, assignee or transferee taking an interest in or relating to the Interest of the Shareholder giving or granting the Security (“ Encumbered Interest ”) will be bound by the terms of this

41

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

Agreement and will take subject to the rights and interests in the Encumbered Interest of the Non-secured Shareholder and, in particular, but without limiting the foregoing, that:

• (a) the Security Holder or any receiver or receiver and manager appointed by the Security Holder under the Security, if it desires to exercise any power of sale or foreclosure arising under the Security, must comply with section 15.3 as if such Security Holder, receiver or receiver and manager were the Selling Shareholder and as if reference to the other Shareholder in section 15.3 was to the Non-secured Shareholder; and

• (b) the Security must be subordinate to any then-existing debt or Encumbrance, encumbering the Shareholder’s Interest.

15.6

Conditions of Transfer

A Transfer to a third party under section 15.3 or an Affiliate under section 15.4(1) will have no effect unless and until the third party or the Affiliate (as the case may be):

• (1) except in the case of an indirect Transfer contemplated by section 15.4(2), executes and delivers to the other Shareholder and the Company an agreement or instrument in a form as the other Shareholder may reasonably require, by which the third party or the Affiliate agrees to be bound by and to perform and observe all of the terms and conditions of this Agreement binding upon and to be performed and observed by the transferring Shareholder to the extent of the Shares being transferred and specifying an address for service, including the address and email address for the third party or Affiliate; and

• (2) the third party or the Affiliate secures all necessary Consents of any Governmental Authority to the Transfer.

15.7

Costs and Expenses

The Shareholder making a Transfer to an Affiliate or to a third party must pay all costs, charges and expenses (including the legal costs and expenses of the Company and other Shareholder) of and incidental to the preparation, negotiation, settling, execution and registering of every document required to satisfy section 15.6.

15.8

Change in Control of a Shareholder

Except where a Shareholder’s shares are listed on a recognized stock exchange, if after the Effective Date there is to be a Change in Control of a Shareholder or there is a Change in Control of a Shareholder then the Shareholder in relation to whom a Change in Control is to occur or has occurred (“ CC Shareholder ”), must promptly give a notice (“ Change in Control Notice ”) to the other Shareholder (or Shareholders, as the case may be) (“ Continuing Shareholder ” or “ Continuing Shareholders ”, as the case may be) of the fact that a Change in Control will occur or has occurred. The Change in Control Notice will (subject to any Project Security) will constitute a grant by the CC Shareholder to the Continuing Shareholder or Continuing Shareholders, as the case may be of an option (“ CC Option ”) to acquire all of the Interest of the CC Shareholder (“ CC Interest ”) and the CC Option:

• (1) will be exercisable by the Continuing Shareholder or Continuing Shareholders, as the case may be by notice to the CC Shareholder:

• (a) within sixty (60) Business Days of the date of agreement in writing by the CC Shareholder and the Continuing Shareholder or Continuing Shareholders, as the case may be of the fair market value of the CC Interest; or

• (b) failing agreement pursuant to section 15.8(1)(a) within ten (10) Business Days after receipt of the Change in Control Notice, within sixty (60) Business Days after

42

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

determination of the fair market value of the CC Interest in accordance with section 15.9,

whichever is the later;

• (2) will contain the following terms:

• (a) the purchase price will be the fair market value of the CC Interest as agreed in accordance with section 15.8(1)(a) or failing agreement as determined in accordance with section 15.9;

• (b) if there is more than one Continuing Shareholder then:

  • (i) the CC Option will be exercisable by all or any one or more of the Continuing Shareholders and those who exercise it must purchase the CC Interest of the CC Shareholder and be liable for the purchase price as between them in proportion to their Percentage Interests inter se or in such other proportions as they may agree;

  • (ii) if any Continuing Shareholder exercises the CC Option it must immediately give notice of the exercise of the CC Option to all of the other Continuing Shareholders which will then have twenty (20) Business Days after receipt of that notice within which to exercise the CC Option themselves; and

  • (iii) the date of exercise of the CC Option will be deemed to be the date of expiration of the period of twenty (20) Business Days after receipt by all Continuing Shareholders of a notice under section 15.8(2)(b)(ii) from the first Continuing Shareholder to exercise the CC Option;

• (c) the Continuing Shareholder or Continuing Shareholders (as the case may be) exercising the CC Option will purchase and take a transfer from the CC Shareholder of the CC Interest free of all Encumbrances (other than any Project Security in respect of which a Continuing Shareholder or Continuing Shareholders (as the case may be) will covenant with the chargee or encumbrancee under such Project Security to be bound thereby and liable under the Project Security to the same extent as the CC Shareholder);

• (d) if the CC Option is exercised then the CC Shareholder must, within sixty (60) Business Days after the date on which the Continuing Shareholder secures all necessary consents and approvals of any Governmental Authority to the purchase and transfer of the CC Interest, transfer to the Continuing Shareholder or Continuing Shareholders (as the case may be) which exercise the CC Option (and, in the case of more than one Continuing Shareholder who has exercised the CC Option, the proportions between them determined in accordance with section 15.8(2)(b)(i) the CC Interest and thereupon the CC Shareholder will cease to have any further right or interest in the Assets, the Company or the CC Interest; and

• (e) the CC Shareholder and the Company must deliver or cause to be delivered all deeds, instruments, notarizations or documents, duly executed, which in the opinion of the Continuing Shareholder (acting reasonably) are necessary to effect and evidence the purchase and transfer of the CC Interest from CC Shareholder to the Continuing Shareholder free from all Encumbrances as contemplated by this section 15.8.

43

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

15.9 Determination of Fair Market Value.

If the fair market value of a CC Interest of a CC Shareholder cannot be agreed to by the CC Shareholder and the Continuing Shareholders within ten (10) Business Days after receipt of the Change in Control Notice, then the fair market value of the CC Interest of a CC Shareholder will be determined by an Independent Expert in accordance with section 19 (the cost of which determination must be borne, if the fair market value determined is less than that determined by the CC Shareholder, by the CC Shareholder and in any other case by the Continuing Shareholders).

15.10 Non-Compete Covenants

A Shareholder that Transfers, surrenders, has cancelled or forfeits its entire Interest, must not and its Affiliates must not directly or indirectly acquire any interest in property within the Area of Interest for two (2) years after the effective date of the Transfer, surrender, cancellation or forfeiture. If a transferring, surrendering, cancelling or forfeiting Shareholder, or any Affiliate of the foregoing, breaches this section 15.6, such Shareholder or Affiliate must offer to convey to the other Shareholder, without cost, any such property or interest so acquired. Such offer must be made in writing and can be accepted by such other Shareholder at any time within forty (40) Business Days after it is received by such other Shareholder.

15.11 Compulsory Acquisition Option on Insolvency

If an Insolvency Event occurs in relation to any Shareholder (an “ Insolvent Party ”), then the other Shareholder will, to the extent permitted by applicable Law, have an option (on a pro rata basis among such other Shareholders) to acquire the Interest of the Insolvent Party for a cash purchase price determined by agreement with the Insolvent Party or its legal representatives to be fair market value. The other Shareholder may, to the extent permitted by applicable Law, exercise such option to purchase by written notice to the Insolvent Party or its legal representatives given within twenty (20) Business Days of it first becoming aware of the Insolvency Event. If there is more than one Shareholder (other than the Insolvent Party) then the option will be exercisable by all or any one or more of the other Shareholders and those who exercise it must purchase the Interest of the Selling Shareholder and be liable for the cash purchase price as between them in proportion to their Percentage Interests inter se or in such other proportions as they may agree. If no agreement is reached as to the fair market value of the entire Interest of the Insolvent Party within twenty (20) Business Days of the giving of such notice, any Shareholder may, to the extent permitted by applicable Law, refer that matter for determination by an Independent Expert in accordance with section 19.

16. ADDITIONAL MAI TRANSFER RIGHTS AND RELATED MATTERS

16.1 Application

The Parties acknowledge and agree that this section 16 will be operative and of full force and effect as of the Effective Date and will cease to be operative or of any force and effect on the fifth anniversary of the Effective Date.

16.2

Election of MAI

• (1) If the board of directors of MAI resolves to seek a Transfer of the entire MAI Interest, MAI may, by notice to South32 and the Company within twenty (20) Business Days of the date of approval of a Program and Budget by the Board (“ Suspension Notice ”) elect that the operation of sections 7.4 and 7.5 be suspended and not apply to the Shareholders for a period of twelve (12) months from the date of approval of the Program and Budget (“ Suspension Period ”) so that, subject to sections 16.3 and 16.5, during the Suspension Period MAI may seek to identify a proposed transferee of its entire Interest.

44

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (2) For certainty, the Parties acknowledge and agree that:

• (a) the suspension of the operation of sections 7.4 and 7.5 in accordance with section 16.2(1) will take effect from the date on which South32 and the Company receive the Suspension Notice (“ Suspension Notice Date ”);

• (b) during the Suspension Period, all contributions required to be contributed by the Shareholders to the Company during the Suspension Period pursuant to section 10 must be contributed by South32 on behalf of the Shareholders (“ Suspension Period Contributions ”) and MAI will not be required to contribute funds to the Company in accordance with section 10;

• (c) the rights of MAI under section 16.2(1) can only be exercised by MAI once; and

• (d) if MAI exercises its rights under section 16.2(1) then during the Suspension Period South32 will be entitled to revise or reduce as it considers necessary or desirable but not to increase the then Approved Budget or defer some of the activities the subject of the then Approved Program.

16.3

Rights of South32

• (1) For a period of sixty (60) days after the Suspension Notice Date (“ South32 Offer Period ”) South32 will be entitled to make an offer to MAI by which South32 will take a Transfer of MAI’s entire Interest (“ South32 Offer ”). If the South32 Offer is accepted by MAI then:

• (a) the purchase price payable by South32 to MAI will be purchase price specified in the South32 Offer;

• (b) South32 will purchase and take a transfer from MAI of MAI’s Interest free of all Encumbrances;

• (c) within twenty (20) Business Days after the date on which South32 secures all necessary consents and approvals of any Governmental Authority to the purchase and transfer of MAI’s Interest, South32 must pay to MAI the purchase price specified in the South32 Offer;

• (d) concurrently with the payment of the purchase price by South32 in accordance with section 16.3(1)(c), MAI must transfer to South32 its Interest and thereupon MAI will cease to have any further right or interest in the Assets, the Company or its Interest; and

• (e) MAI and the Company must deliver or cause to be delivered all deeds, instruments, notarizations or documents, duly executed, which in the opinion of South32 (acting reasonably) are necessary to effect and evidence the purchase of, and transfer to, South32 of MAI’s Interest free from all Encumbrances as contemplated by section 16.3(1)(b).

• (2) For the avoidance of doubt, if South32 does not make an offer to MAI in accordance with this section 16.3 or MAI does not accept the South32 Offer, the suspension of the operation of sections 7.4 and 7.5 in accordance with section 16.2(1) will continue in full force and effect until the expiration of the Suspension Period.

16.4 Transfer by MAI and Pre-Emptive Rights of South32

• (1) The Parties acknowledge and agree that if:

45

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (a) the South32 Offer Period expires and MAI and South32 have not entered into an agreement by which South32 agrees to take a Transfer of MAI’s entire Interest; and

• (b) during the remaining Suspension Period MAI identifies a proposed transferee (“ Proposed Transferee ”) who offers to MAI to take a Transfer from MAI of MAI’s entire Interest (“ Offer ”),

then MAI must give South32 a Transfer Notice in accordance with section 15.3(2) and section 15.3 will otherwise apply in respect of the Proposed Transferee’s offer referred to in section 16.4(1)(b).

• (2) If after receipt of the Transfer Notice referred to in section 16.4(1) South32 does not exercise its rights under section 15.3 to acquire MAI’s entire Interest and MAI completes the Transfer of its entire Interest to the Proposed Transferee prior to the expiry of the Suspension Period then concurrently with the completion of the Transfer of MAI’s interest to the Proposed Transferee, the Proposed Transferee must reimburse to South32 all Suspension Contributions contributed by South32 to the Company on behalf of MAI together with interest thereon at an interest rate equal to the Prime Rate plus two percent (2%). Where this section 16.4(2) applies, this section 16.4(2) will be deemed to constitute a condition of Transfer for the purposes of section 15.6.

16.5 Retrospective Dilution

If MAI is unable to identify a Proposed Transferee within the Suspension Period then upon expiration of the Suspension Period:

• (1) MAI may, within ten (10) Business Days of such date, reimburse to South32 all Suspension Contributions contributed by South32 to the Company on behalf of MAI multiplied by 1.5 and if Minsud elects not to or fails to do so then:

• (a) the suspension of the operation of sections 7.4 and 7.5 will immediately cease and those sections will again be operative;

• (b) MAI will have no further right, whether under this section 16 or otherwise, to suspend the operation of sections 7.4 and 7.5;

• (c) section 10 will again apply to, and be operative in respect of, MAI; and

• (d) notwithstanding section 16.2(1), section 7.4 will be deemed to have been operative at all times during the Suspension Period and the Percentage Interest of MAI will be recalculated accordingly, in accordance with section 7.4 (“ MAI Adjusted Percentage Interest ”).

16.6 Personal Right of MAI

• (1) Subject to section 16.6(2), the rights of MAI under this section 16:

• (a) are personal to MAI and cannot be Transferred by MAI to any person; and

• (b) will immediately cease to be of any force and effect in the event of a Change in Control of MAI.

• (2) The rights of MAI under this section 16 may be Transferred by MAI to a wholly owned Affiliate of MAI as long as concurrently with such Transfer MAI Transfers its entire Interest to such Affiliate and the Affiliate complies with section 15.6.

46

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (3) The Affiliate of MAI referred to in section 16.6(2) will be deemed to have covenanted with the Company and the Shareholders that if it ceases to be an Affiliate of MAI it must immediately Transfer its Interest back to MAI as long as MAI at the time of such Transfer remains under the same Control as at the Effective Date and if not, then to another person which is so Controlled.

• (4) MAI acknowledges and agrees that notwithstanding anything in section 15.4 to the contrary, in no event may MAI Transfer its rights under this section 16 pursuant to a Transfer described in section 15.4(2), section 15.4(3) or section 15.4(4).

17. CONFIDENTIALITY

17.1 General

The Parties agree that this Agreement (including any drafts of it), all information (whether in tangible or electronic form) exchanged between the Parties or their Affiliates under this Agreement and all information concerning or relating to the Property or the Operations of which it becomes aware (“ Confidential Information ”) is the exclusive property of the Company, is confidential and must be kept confidential and must not be disclosed to any person at any time or in any manner except:

• (1) to another Shareholder;

• (2) with the prior written consent of the other Shareholder;

• (3) disclosure of Confidential Information by a Shareholder to its Affiliates;

• (4) to the extent that the Confidential Information was publicly available at the Effective Date or becomes publicly available subsequent to the Effective Date without breach of this Agreement;

• (5) as may be necessary in seeking approval of any Governmental Authority:

• (a) in seeking to maintain the Property or acquire additional Mineral Rights or Other Rights; or

• (b) to perform the Operations;

• (6) by a Party to legal, financial and other professional or technical advisers, auditors and other consultants, officers and employees of:

• (a) that Party; or

• (b) that Party’s Affiliates,

in any case requiring the information for the purposes of this Agreement (or any transactions contemplated by this Agreement), or for the purpose of advising that Party in relation to this Agreement;

• (7) to the extent required by Law or by a lawful requirement of any Governmental Authority or stock exchange having jurisdiction over a Shareholder or its Affiliates (and the Parties expressly acknowledge that this Agreement may be required to be filed under Minsud Resources Corporation’s SEDAR profile at www.sedar.com, subject to such redactions permitted under such Law or lawful requirements as a Party may require);

• (8) if required in connection with legal proceedings or arbitration relating to this Agreement or for the purpose of advising a Shareholder in relation to legal proceedings or arbitration;

47

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (9) to any bona fide enquirer contemplating the Transfer to it of the Shares of a Shareholder under this Agreement as long as the enquirer has first entered into an agreement in favour of the Parties to preserve confidentiality of information disclosed in a manner at least as onerous on the enquirer as this section 17.1 is onerous on the Parties;

• (10) to a banker, lender, financial institution or other financing source considering the provision of or, which has provided financing to, a Shareholder or an Affiliate of a Shareholder or to a trustee, representative or agent of such banker, financial institution or other financing source; or

• (11) as required by the rules and regulations of any regulator, securities commission or stock exchange or similar public market for trading shares upon which securities of a Shareholder or of an Affiliate of a Shareholder are quoted after the reasonable prior consultation, if practicable, with the other Shareholder taking place as to the nature and form of the disclosure (which does not imply that the consent or approval, of the other Shareholder must or need be obtained). Notwithstanding the foregoing, any disclosure must be to the standards required by the applicable stock exchange, regulator, securities commission or applicable Law.

17.2 Public Announcements

• (1) Any initial public announcement of this Agreement and its subject matter will be in the form agreed between the Shareholders prior to the Effective Date.

• (2) Subject to section 17.2(1), a Party may not make any public announcement in relation to this Agreement or any matter arising under this Agreement unless:

• (a) the wording of the announcement is agreed between the Shareholders, such agreement not to be unreasonably withheld; or

• (b) the announcement is otherwise permitted under section 17.2(3).

• (3) A Shareholder is entitled to make announcements only to the extent necessary to comply with the listing rules of an applicable stock exchange on which its shares (or that of its Affiliate) are listed or the requirements of a regulator, securities commission or Law. The Shareholder proposing to make such an announcement will endeavour to give the other Shareholder as much notice as is possible (and in any event will endeavour to give at least 24 hours’ notice) of its intention to make the announcement, and will take into account the reasonable requests of the other Shareholder in relation to the wording of the announcement.

17.3 Duration of Confidentiality

This section 16 will apply for two (2) years following termination of this Agreement pursuant to section 12.1, and will continue to apply to any Shareholder who withdraws, who is deemed to have withdrawn, who has forfeited its Interest or who Transfers its Interest, for two (2) years following the date of such occurrence.

17.4

Canadian Disclosure Rules

Where either Shareholder or any Affiliate of either Shareholder (as applicable, the “ Discloser ”) is required by NI 43-101 to file a Technical Report with respect to the Property:

• (1) the Discloser must prepare and file or cause to be prepared and filed the Technical Report in accordance with NI 43-101 using a Qualified Person retained by or on behalf of the Discloser, and neither the non-disclosing Shareholder nor its Affiliates will have any obligation to the Discloser to prepare or provide the Technical Report or any part of the Technical Report, or to provide or make available a Qualified Person to the Discloser;

48

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (2) the Discloser must not designate the other Shareholder or any associate, Affiliate or Personnel of or retained by the other Shareholder, or any Qualified Person of the other Shareholder, as the Qualified Person of the Discloser, without the prior written consent of the other Shareholder;

• (3) the Discloser will be responsible for the cost of preparing or providing the Technical Report;

• (4) the Discloser’s designation of a Qualified Person will be subject to the other Shareholder’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed;

• (5) the non-disclosing Shareholder will be entitled to access to all pertinent information related to that portion of the Technical Report pertaining to the Property and must be afforded a reasonable opportunity to review and require changes to that portion of the Technical Report prior to the filing of the Technical Report with applicable regulatory authorities; and

• (6) no representation or warranty is or will be made by the non-disclosing Shareholder or its Affiliates with respect to the accuracy or completeness of the Technical Report, nor with respect to the disclosure by the Discloser of any information relating to the Property, and the Discloser acknowledges and agrees that neither the non-disclosing Shareholder or the Company will be responsible or liable for any Claim arising out of or in connection with the accuracy or completeness of the Technical Report or with respect to the disclosure by the Discloser of any information relating to the Property.

18. ANTI-CORRUPTION, INTERNAL CONTROLS AND COMPLIANCE POLICIES

18.1 Adequate anti-corruption policies and internal controls - Company

The Company will adopt adequate written policies and procedures that are acceptable in form and substance to South32 to ensure compliance with Laws relating to Bribery and trade sanction laws.

18.2 Representations and Covenants

• (1) Each Shareholder, including the Company, represents and warrants and agrees that, in connection with this Agreement:

• (a) neither it, nor its Personnel, directly or indirectly has engaged (upon entering into this Agreement), or will engage, in the Bribery of a Government Official or any person;

• (b) it (including its Personnel) will otherwise comply with any Anti-Corruption Laws;

• (c) neither it, nor any of its officers or directors, has been convicted of any offence involving a breach of Anti-Corruption Laws;

• (d) it will keep and maintain accurate and reasonably detailed books and financial records of expenses and receipts in connection with its performance under, and payments made or received in connection with, this Agreement; and

• (e) upon request, as soon as reasonably practicable but not later than five (5) Business Days, provide any information and reasonable assistance to another Party to audit any books and financial records to verify compliance with the undertakings under this Agreement, and otherwise reasonably co-operate with a Shareholder investigation of any related matters.

• (2) Each Shareholder represents, warrants and agrees that, in connection with this Agreement, the Assets and the Operations:

49

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (a) neither it, nor any of its Affiliates nor its Personnel, directly or indirectly, has engaged (prior to entering into this Agreement), or will engage, in the Bribery of a Government Official or any person;

• (b) it (including its Affiliates and Personnel) has and will otherwise comply with any Anti-Corruption Laws;

• (c) except as disclosed to the other Party, neither it (including any of its Personnel) nor any other entity in which the Party has an ownership interest:

  • (i) is directly or indirectly owned or controlled, in whole or in part, by any Government Official unless the interest held is less than 5% of any securities of the Party that are publicly traded on a major stock exchange; and

  • (ii) has an officer, director, or employee who is, or currently expects to become, such a Government Official during the term of this Agreement;

• (d) it must notify each other Party promptly, and in any event not less than five (5) Business Days, upon becoming aware that any officer, director, employee or owner becomes, or expects to become, a Government Official in a position to take or influence official action for or against the Property, the Operations or this Agreement;

• (e) if it engages a Subcontractor or other third party to interact with others on its behalf, it will perform appropriate risk based anti-corruption due diligence on that Subcontractor or third party, will keep records of the same, and take reasonable measures to ensure they comply with sections 18.2(2)(a), 18.2(2)(b) and 18.2(2)(c); and

• (f) it will notify each other Party promptly upon becoming aware of any potential breach of sections 18.2(2)(a), 18.2(2)(b), 18.2(2)(c) or 18.2(2)(d).

• (3) Each Shareholder represents, warrants and agrees that, in connection with this Agreement, it will:

• (a) keep and maintain accurate and reasonably detailed books and financial records of expenses and receipts in connection with its performance under, and payments made or received in connection with, this Agreement; and

• (b) upon request, as soon as reasonably practicable but no later than five (5) Business Days, provide any information and reasonable assistance to another Party to audit any books and financial records to verify compliance with the representations, warranties and undertakings under this Agreement, and otherwise reasonably cooperate with any Party investigation of any related matters.

19. DISPUTES AND ARBITRATION

19.1 Disputes

If there is any Dispute between the Shareholders concerning or arising out of or in relation to this Agreement, whether before or after the expiration of this Agreement (including any Dispute as to whether any issue or matter is arbitrable), then a Shareholder may give to each other Party a notice (“ Dispute Notice ”) specifying the Dispute and requiring its resolution under this section 19. All Disputes must be resolved solely in accordance with this section 19.

50

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

19.2 Dispute Representatives to Seek Resolution

• (1) If the Dispute is not resolved within ten (10) Business Days after a Dispute Notice is given by a Shareholder to each other Party, each Shareholder must nominate one (1) representative from its senior management to resolve the Dispute (each, a “ Dispute Representative ”), who must negotiate in good faith using their respective commercially reasonable efforts to attain a resolution of the Dispute.

• (2) If the Dispute is not resolved within ten (10) Business Days of the Dispute being referred to the respective Dispute Representatives or a Shareholder fails to nominate a Dispute Representative, then any Shareholder may submit the Dispute to arbitration in accordance with section 19.3.

19.3 Arbitration

• (1) Any Dispute which has not been resolved under section 19.2 must be referred to and finally resolved by arbitration under the then current domestic commercial arbitration rules of the VIAC (“ Rules ”).

• (2)

• The Parties agree that:

• (a) the seat, or legal place of arbitration, will be Vancouver, British Columbia. The language used in the arbitral proceedings will be English;

• (b) all arbitral proceedings will be private and confidential and may be attended only by the arbitrators, the Parties and their representatives, and witnesses to the extent they are testifying in the proceedings;

• (c) subject to section 19.3(2)(d), any Dispute will be heard by a single arbitrator and the Shareholders must attempt to agree upon a qualified individual to serve as arbitrator. If the Shareholders are unable to so agree within twenty (20) Business Days of the first attempt by the Shareholders to select the arbitrator, then a Shareholder may request that the VIAC select and appoint the arbitrator;

• (d) if any Shareholders’ claim or counterclaim equals or exceeds five million dollars ($5,000,000), exclusive of interest or legal fees, then the Dispute must be heard and determined by three (3) arbitrators and in the event that three (3) arbitrators will hear the Dispute, each Shareholder must, within twenty (20) Business Days after commencement of the arbitration, select one (1) person to act as arbitrator. The two (2) arbitrators so selected must, within ten (10) Business Days of their appointment, select a third arbitrator who will serve as the chairperson of the arbitral panel;

• (e) if a Shareholder fails to appoint an arbitrator as required under section 19.3(2)(d), or if the arbitrators selected by the Shareholders are unable or fail to agree upon a third arbitrator within ten (10) Business Days of their appointment, then a Shareholder may request that the VIAC select and appoint that arbitrator;

• (f) the arbitrator (or each of them as the case may be) must be independent of the Parties, a senior qualified and practising lawyer in Canada with expertise in the subject matter of the Dispute;

• (g) if an arbitrator dies, resigns, refuses to act, or becomes incapable of performing his or her functions as an arbitrator, then the VIAC may declare a vacancy on the panel and the vacancy must be filled by the method by which that arbitrator was originally appointed;

51

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (h) the arbitral panel may determine all questions of law and jurisdiction (including questions as to whether or not a Dispute is arbitrable) and all matters of procedure relating to the arbitration;

• (i) arbitration will be the sole and exclusive forum for resolution of a Dispute and any award or determination of the arbitral panel will be final and binding upon the Parties in respect of all matters relating to the arbitration, the procedure, the conduct of the Parties during the proceedings and the final determination of the issues in the arbitration; and

• (j) there will be no appeal from any award or determination of the arbitral panel to any court and judgment on any arbitral award may be entered in any court of competent jurisdiction.

• (3) If for any reason the VIAC cannot or does not make the appointment or appointments required under the Rules or this section 19, either Shareholders may apply to the Supreme Court of British Columbia to appoint the arbitrator or arbitrators, as the case may be.

• (4) No arbitration proceeding may be commenced under this section 19 unless commenced within the time period permitted for actions by the applicable statute of limitations.

• (5) All papers, notices or process pertaining to an arbitration under this Agreement may be served on a Party in accordance with section 20.

• (6) The Parties must treat as Confidential Information, in accordance with the provisions of section 16, the existence of the arbitral proceedings; written notices, pleadings and correspondence in relation to the arbitration; reports, summaries, witness statements, memorials, briefs and other documents prepared in respect of the arbitration; contemporaneous or historical documents exchanged or produced for the purposes of the arbitration; and the contents of any award or ruling made in respect of the arbitration. Notwithstanding the foregoing, a Shareholder may disclose such Confidential Information in judicial proceedings to enforce an award or ruling and as permitted under this section 19.

19.4 Inconsistency between Rules and Agreement

If there is a conflict between the provisions of this Agreement and the provisions of the Rules, then the provisions of this Agreement will prevail.

19.5 Effect of Arbitration

Nothing in this section 19 will prejudice the right of a Shareholder to institute legal proceedings to seek urgent interlocutory or declaratory relief. Subject to the foregoing, the arbitration will be the sole and exclusive forum for resolution of a Dispute and the award will be final and binding.

19.6 Enforcement

The award rendered by an arbitral panel may be enforced by an order or judgment of any court having jurisdiction or an application may be made to such court for acceptance of the award and an order of enforcement, as the case may be.

19.7 Performance of Obligations During Dispute

During the existence of any Dispute, the Parties must continue to perform all of their obligations under this Agreement which are not the subject of the Dispute without prejudice to their position in respect of such Dispute, unless the Shareholders otherwise agree.

52

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

19.8 Consolidation of Arbitration

If a Shareholder is or becomes involved in any arbitration proceeding with another Shareholder and with any Affiliate of another Shareholder, all such arbitrations may at such Shareholders' discretion be consolidated or joined with the other arbitration or arbitrations such that all Disputes between the Shareholders and any Affiliates of the Shareholders, are resolved by a single arbitral panel.

19.9 Independent Expert Determination

If:

• (1) during the term of this Agreement there is any Dispute as to the application of any industry or technical standard or any rules, practices or customs of any trade or profession; or

• (2) the terms of this Agreement expressly provide that a Dispute will be resolved by an Independent Expert; or

• (3) during the term of this Agreement, the Shareholders agree that a Dispute will be resolved by an Independent Expert; or

• (4) during the term of this Agreement the fair market value of the Property or of the Interest of a Shareholder is required by a provision of this Agreement to be determined,

then, notwithstanding any other provision of this section 19, the Dispute or the required fair market valuation (as applicable) must be referred to an Independent Expert for determination and sections 19.10 to 19.12 will apply in place of section 19.3.

19.10 Appointment of Independent Expert

The procedure for the appointment of an Independent Expert will be as follows:

• (1) in the case where a Dispute must be referred to an Independent Expert for resolution:

• (a) the Shareholder wishing the appointment to be made must give notice in writing to that effect to the other Shareholder and the Company and must give details of the Dispute which it proposes will be resolved by the Independent Expert;

• (b) if the matter to be referred to the Independent Expert is not resolved by the Shareholders within ten (10) Business Days from the date of the notice referred to in section 19.10(1)(a), then representatives of the Shareholders must meet (either in person or by electronic means) and, subject to section 19.10(1)(c), endeavour to agree upon a single Independent Expert to whom the Dispute will be referred for determination;

• (c) the Independent Expert must:

  • (i) be a suitably qualified expert who has qualifications and experience appropriate to the subject matter of the Dispute; and

  • (ii) be independent of the Parties and have no direct or indirect personal interest in the outcome of the decision he or she is requested to make and, unless otherwise agreed between the Shareholders, must not (and whose firm must not) have acted for any Party in any material capacity for a period of at least two (2) years preceding the date of his or her appointment; and

• (d) if within fifteen (15) Business Days of the notice referred to in section 19.10(1)(a) the Shareholders fail to agree upon the appointment of a single Independent Expert, then the Company must request the VIAC to, subject to section 19.10(1)(c),

53

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

appoint the Independent Expert. If the then President of the VIAC does not appoint the Independent Expert within seven (7) Business Days of receiving the Company’s request, then either Shareholder may make an application to the Supreme Court of British Columbia for the selection and appointment of the Independent Expert;

• (2) in the case where this Agreement requires that the fair market value of the Property or of the Interest of a Shareholder be determined by an Independent Expert:

• (a) the Shareholder wishing the appointment to be made must give notice in writing to that effect to the other Shareholder and the Company and must specify whether the fair market value of the Property or of a relevant Interest will be determined by the Independent Expert;

• (b) if the fair market value of the Property or of the relevant Interest is not agreed by the Shareholders within ten (10) Business Days from the date of the notice referred to in section 19.10(2)(a), then representatives of the Shareholders must meet (either in person or by electronic means) and, subject to section 19.10(2)(c), endeavour to agree upon a single Independent Expert who will determine the fair market value of the Property or of the relevant Interest;

• (c) the Independent Expert must:

  • (i) be a suitably qualified expert who has appropriate qualifications and no less than ten (10) years’ experience in the valuation of substantially similar mining properties to the Property or in the case where a Mining Operation has been established, substantially similar mining operations to the Mining Operation; and

  • (ii) be independent of the Parties and have no direct or indirect personal interest in the outcome of the decision he or she is requested to make and, unless otherwise agreed between the Shareholders, must not (and whose firm must not) have acted for any Party in any material capacity for a period of at least two (2) years preceding the date of his or her appointment;

• (d) if within fifteen (15) Business Days of the notice referred to in section 19.10(2)(a) the Shareholders fail to agree upon the appointment of a single Independent Expert, then the Company must request the President or Chief Executive Officer for the time being of CIM to, subject to section 19.10(2)(c), appoint the Independent Expert. If the then President or Chief Executive Officer does not appoint the Independent Expert within seven (7) Business Days of receiving the Company’s request, then either Shareholder may make an application to the Supreme Court of British Columbia for the selection and appointment of the Independent Expert.

19.11 Instruction of Independent Expert and Procedures

• (1) The Dispute which the Independent Expert is required to resolve or the required fair market valuation to be made (as the case may be) must be referred to him or her by the Company by written submission which must state the specific matter to be determined or valued (as the case may be) together with all other reasonably relevant matters including any requirements under this Agreement relating to that matter.

• (2) The Independent Expert will be instructed to:

• (a) allow and give due weight to any submissions, representations, information or material put forward by a Shareholder or the Company within any time limit prescribed by the Independent Expert in his or her discretion;

54

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (b) determine the Dispute or make the required fair market valuation (as the case may be) within the shortest practicable time; and

• (c) deliver a report stating its determination with respect to the Dispute or the fair market valuation (as the case may be) setting out the reasons for the determination that has been made.

• (3) Without limiting and in addition to the requirement set out in section 19.11(2), where the Independent Expert is required to determine the fair market value of the Property or of the Interest of a Shareholder:

• (a) the Independent Expert:

  • (i) must determine the fair market value having regard to all relevant factors including applicable standards, guidelines and practices set out in CIMVAL Standards & Guidelines and NI 43-101;

  • (ii) at his or her discretion may consult the Company and the contractors (if any) engaged by the Company in connection with the Operations;

  • (iii) will be entitled to rely in good faith upon the opinions of any expert or other persons (including the contractors of the Company) consulted;

  • (iv) must consider any submissions as to value which may be made to him or her by a Shareholder within any time limit prescribed by the Independent Expert in his or her discretion;

  • (v) must make his or her valuation on the basis of a willing but not anxious purchaser and a willing but not anxious vendor at the applicable date;

  • (vi) must not apply any minority discount nor any control premium in determining such fair market value; and

  • (vii) in the case where the fair market value of a CC Interest is being determined as a consequence of a Change in Control:

    • (A) must determine the fair market value as at the date of the agreement or proposed agreement which will give rise to the Change in Control; and

    • (B) may take account of, among other things, the price paid or payable (directly or indirectly) for the shares of the Shareholder who is affected by, and as part of, the Change in Control and of the proportion of that price which may be attributable to the CC Interest of that Shareholder.

• (4) The Independent Expert must prescribe the procedures for the conduct of the process in order to resolve the Dispute or determine the required fair market value and must provide each Shareholder with a fair opportunity to make submissions in relation to the Dispute or the determination of the required fair market value.

• (5) Each Shareholder and the Company must make freely available and in a timely manner any information (whether embodied in tangible or electronic form), assistance and cooperation which an Independent Expert reasonably requests for the purpose of conducting and making his or her his determination or valuation (as the case may be).

55

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

19.12 Determination of Independent Expert

• (1) Any process or determination of the Dispute or of fair market value by the Independent Expert will be made as an expert and not as an arbitrator and the determination of the Independent Expert will be final and binding on the Shareholders without appeal so far as the Law allows except in the case of manifest error or where either Shareholder has not been provided with a fair opportunity to make submissions in relation to the Dispute or the determination of the fair market value of the Property or of the Interest of a Shareholder.

• (2) Except as provided otherwise in this Agreement:

• (a) each Shareholder must bear its own costs of and incidental to any proceedings under sections 19.9 to 19.11 (inclusive); and

• (b) the costs of the Independent Expert will be borne by the Shareholders in equal shares.

19.13 No Future Engagement of Expert

Each Shareholder acknowledges and agrees that for a period of two (2) years after the date on which the Independent Expert delivers his or her report pursuant to section 19.11(2)(c) it may not engage or employ the Independent Expert but the foregoing will not apply if the Independent Expert was appointed pursuant to section 19.10(2)(d).

20. NOTICE

20.1 Form of Notice

A notice, demand, approval, consent or other communication required, given or made under this Agreement (“ Notice ” or “ notice ”) must be:

• (1) in writing; and

• (2) delivered by hand or sent electronically as an attachment to an email to the email or other internet address, specified in section 20.3.

20.2

Delivery

• (1) A Notice is effective:

• (a) if delivered by hand, on the date it is delivered to the addressee;

• (b) if sent electronically:

  • (i) at the time shown in the delivery confirmation report generated by the sender's email system; or

  • (ii) if the sender's email system does not generate a delivery confirmation report within twelve (12) hours of the time the email is sent, unless the sender receives a return email notification that the email was not delivered, undeliverable or similar, at the time which is twelve (12) hours from the time the email was sent,

unless a later time is specified in the Notice.

• (2) A Notice received after 5 p.m. in the place of receipt is taken to be received on the next Business Day in the place of receipt.

56

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (3) A Party may, from time to time, notify the other Party in writing of any change to its details in section 20.3.

• (4) An email does not itself constitute a Notice but a Notice may be transmitted as an attachment to an email.

20.3 Address for Notice

• (1) MAI’s delivery address and electronic mail address are:

Minsud Argentina Inc. 340 Richmond Street West, Toronto Ontario, Canada M5V 1X2

Attention: Ramiro Massa Email: rmassa@minsud.com

• (2) the Company’s delivery address and electronic mail address are:

Minera Sud Argentina S.A. Esmeralda 684, Floor 15 City of Buenos Aires, Argentina C1007ABF

Attention: Gonzalo Rodriguez Email: Gonzalo.Rodriguez@south32.net

• (3) South32’s delivery address and electronic mail address are:

South32 Aluminium (Holdings) Pty Ltd Level 35, 108 St Georges Terrace Perth, Western Australia Australia 6000

Attention: Michael Falconer Email: Michael.Falconer@south32.net With a copy to: Attention: Company Secretary Email: Company.Secretary@south32.net

21. GENERAL

21.1 Parties

Where a Party comprises two or more persons, each of them is, to the extent permitted by Law, jointly and severally liable for the obligations and liabilities of that Party created by, arising under or in connection with this Agreement.

21.2 Entire Agreement

This Agreement:

• (1) subject to section 15.15 of the Earn-In Agreement, is the entire agreement and understanding between the Parties on everything connected with the subject matter of this Agreement; and

• (2) supersedes any prior agreement or understanding on anything connected with that subject matter.

57

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

21.3 No Third Party Beneficiaries

Except as expressly provided otherwise in this Agreement:

• (1) each person who executes this Agreement does so solely in its own legal capacity and not as agent or trustee for, nor as a partner of, any other person; and

• (2) only those persons who execute this Agreement have a right or benefit under it and no other person, including any creditor of any Shareholder, is intended to be a beneficiary of this Agreement or will have any rights under this Agreement.

21.4

Legal Advice

Each Party acknowledges that it has received legal advice about this Agreement or has had the opportunity to receive legal advice about this Agreement.

21.5 Further Assurances

Except as provided otherwise in this Agreement, each Shareholder must take from time to time such actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement.

21.6 Amendment and variation

This Agreement may not be amended, modified, varied or supplemented except in writing signed by the Shareholders.

21.7 Consents or Approvals

Except where expressly specified otherwise in this Agreement, if the doing of any act, matter or thing under this Agreement is dependent on the consent or approval of a Shareholder or is within the discretion of a Shareholder, then the consent or approval may be given or the discretion may be exercised conditionally or unconditionally or withheld by the Shareholder in its absolute discretion.

21.8 Waiver

The Parties agree that:

• (1) a Party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right;

• (2) the exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right;

• (3) a waiver is not effective unless it is in writing; and

• (4) waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

21.9

Survival

• (1) Sections 6.3, 7.7, 12.3, 12.4, 12.5, 13.4, 14, 15.11, 18 and 19 and all rights accrued prior to termination of this Agreement will not merge on termination of this Agreement, but will continue in full force and effect after any termination of this Agreement as will any other provision of this Agreement which expressly or by implication from its nature is intended to survive the termination of this Agreement.

58

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (2) Sections 15.10 and 17 will not merge on termination of this Agreement, but will continue in full force and effect after any termination of this Agreement and will survive in accordance with their terms.

21.10 Governing Law

• (1) Except for matters of title to the Property or its assignment or transfer, which will be governed by the law of its situs, this Agreement is solely governed by the law in force in British Columbia and the laws of Canada applicable in British Columbia without giving effect to the conflict of laws principles in British Columbia and without reference to the laws of any other jurisdiction.

• (2) Subject to section 19, each Party:

• (a) irrevocably and unconditionally submits to and accepts the exclusive jurisdiction of the courts exercising jurisdiction in British Columbia, and any court that may hear appeals from any of those courts, for any proceeding in connection with this Agreement, subject to the right to enforce a judgement obtained in any of those courts in any other jurisdiction; and

• (b) irrevocably waives any objection to the venue of any legal process commenced in the courts of British Columbia on any basis including that the process has been brought in an inconvenient forum.

21.11 Language

• (1) At the request of the Parties this Agreement has been drafted in the English language. If required by applicable Law, this Agreement may be translated into Spanish but in the event of any inconsistency between the Spanish version of this Agreement and the English version of this Agreement, the English version will prevail and govern.

• (2) All the documents, notices, waivers and other communications given or made between the Parties in connection with this Agreement must be in the English language unless the Parties agree to the use of Spanish for any or all communications. In the event of a discrepancy between the English language version and the Spanish language translation of any document, notice, waiver or other communication, the English language version will prevail and govern.

21.12 Severability

• (1) If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.

• (2) Where a provision of this Agreement is prohibited or unenforceable, the Parties must negotiate in good faith to replace the invalid provision by a provision which is in accordance with the applicable Law and which must be as close as possible to the Parties’ original intent and appropriate consequential amendments (if any) will be made to this Agreement.

21.13 Successors and Assigns

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

59

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

SCHEDULE 1 PROPERTY

As defined in section 1.1(114).

60

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

AREA OF INTEREST

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61

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

SCHEDULE 2

ROYALTY AGREEMENT

THIS AGREEMENT dated as of <@>, 20<@>.

BETWEEN:

MINERA SUD ARGENTINA S.A. , a company duly incorporated under the laws of Argentina having an office at <@>

(“ Company ”)

AND:

, <@>, having an office at <@>, <@>.

(“ Royalty Holder ”)

INTRODUCTION

• A. By a Shareholders Agreement dated April 5, 2024 between, among others, the Royalty Holder (as shareholder) and the Company, the Company agreed to grant to the Royalty Holder a royalty.

• B. The Parties have agreed to enter into this Agreement to evidence the terms and conditions upon which the Royalty Holder is entitled to receive the royalty described in Introduction A.

In consideration of, among other things, the mutual promises contained in this Agreement, the Parties agree:

1. DEFINITIONS AND INTERPRETATION

• 1.1 Unless the context otherwise requires, in this Agreement:

• (1) “ Affiliate ” means any person which directly or indirectly controls, is controlled by, or is under common control with, a Party. For purposes of the preceding sentence, “ control ” means, in relation to any person, possession, directly or indirectly, of the power to direct or cause direction of management and policies of that person through ownership of voting securities, contract, voting trust or otherwise;

• (2) “ Agreement” means this document including any schedule or appendix to it;

• (3) “ Allowable Deductions ” means:

  • (a) all costs, Penalties, fees, expenses, charges, and deductions, including tolling charges or deductions, representation expenses, metal losses, umpire charges, assaying and sampling charges, smelting costs and treatment charges, that are incurred by the Company and its Affiliates relating to smelting or refining Mineral Products. In the case of leaching operations or other solution mining techniques, where the metal being treated is precipitated or otherwise directly derived from such leach solution, all processing and recovery costs incurred beyond the point at which the metal being treated is in solution will be considered as treatment charges (it being agreed and understood, however, that such processing and recovery costs will not include the cost of mining, crushing, preparation, distribution of leach solutions or other mining and preparation costs up to the point at which the metal goes into solution);

1

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (b) all handling and incidental costs and expenses including banking, weighing, loading, unloading, stockpiling and storage;

• (c) all costs, expenses and charges that are incurred by the Company and its Affiliates relating to transportation (including insurance, shipping, freight, handling, loading, port, demurrage, security, delay and forwarding expenses and transaction taxes) of the Mineral Products from the Property, a mill or other place of ore treatment to a smelter or refinery, including such costs, expenses, and charges related to transportation from any such facility to another, and from there to the place or places of storage and sale to the place where sold, and will include costs or charges of any nature for or in connection with insurance, storage or representation at a smelter or refinery for Mineral Products;

• (d) all sales and marketing, representation, agency and brokerage costs and commissions incurred by the Company or its Affiliates in selling or otherwise disposing of Mineral Products;

• (e) administrative and other general overhead costs that are directly attributable and reasonably allocable to the costs set out in sections 1.1(3)(a) to 1.1(3)(d);

• (f)

• Carried Forward Deductions;

• (g) all sales, production, extraction, net proceeds, use, gross receipts, severance, ad valorem, value added tax, excise, export, import and other taxes, custom duties, governmental royalties and other governmental charges, if any, payable by the Company or its Affiliates with respect to the existence, severance, production, removal, sale, import, export, transportation, or disposition of ore, concentrates, doré, refined gold, refined silver, or other Mineral Products produced from the Property or in respect of the Royalty, but excluding taxes based on net or gross income and like taxes, the value of the Property and any value added or other taxes that are recoverable by the Company or its Affiliates; and

• (h) any other incidental charge or expense incurred between the outer boundary of, or adjacent to, the Property up to the point of delivery of the Mineral Products into a smelter, refinery or other processing facility, including on-site transport and storage;

Notwithstanding the foregoing and irrespective of whether Mineral Product is processed on or off the Property in a facility wholly or partially owned by the Company or a shareholder of the Company or by an Affiliate of the Company or an Affiliate of a shareholder of the Company, Allowable Deductions will not include any costs that are in excess of those which would be incurred on an arm’s length basis, or which would not be Allowable Deductions if that Mineral Product was processed by an independent third party;

• (4) “ Average Spot Price ” for any expired Quarter means:

• (a) in respect of Gold, the arithmetic average of the mean of the London AM and PM Price Fix for each day of the expired Quarter on which the London Bullion Market Association fixes a spot price per Troy ounce of Gold in United States dollars as published in Metal Bulletin ;

• (b) in respect of Silver, the arithmetic average of the London Price Fix for each day of the expired Quarter on which the London Bullion Market Association fixes a spot

2

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

price per Troy ounce of Silver in United States dollars as published in Metal Bulletin ;

• (c) in respect of other precious Metals, the arithmetic average of the price of Metal quoted in United States dollars and published in the Metal Bulletin , for each day of the expired Quarter on which the price of the precious metal is quoted;

• (d) in respect of Copper, the arithmetic average of the LME Grade A Cash Settlement Price for copper in United States dollars as published in Metal Bulletin , for each Business Day of the expired Quarter; and

• (e) in respect of any other Mineral, the arithmetic average of the price in United States dollars of such Mineral for each Business Day of the expired Quarter, where such price is arrived at using global industry standards for establishing the average spot price of any other such Mineral as published in Metal Bulletin ;

• (5) “ Business Day ” means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made;

• (6) “ Carried Forward Deduction ” means the amount of Allowable Deductions that exceeds the Gross Proceeds in a Quarter, which may then be carried forward and deducted from Gross Proceeds in subsequent Quarters;

• (7)

• “ Confidential Information ” has the meaning given in section 9.1;

• (8) “Consumption Tax” means:

• (a) in the case of Canada, the tax payable under Part IX of the Excise Tax Act , R.S.C. 1985, c. E 15, as amended and any harmonized sales tax or provincial sales tax in jurisdictions in which it is applicable;

• (b) in the case of a jurisdiction other than Canada, any goods and services tax, value added tax, sales tax or similar tax levied by a Governmental Authority;

• (9) “ Dispute ” has the meaning given in section 9.1;

• (10) “ Dispute Representative ” has the meaning given in section 8.2;

• (11)

• “ Dispute Notice ” has the meaning given in section 9.1;

• (12) “ Governmental Authority ” means any foreign, domestic, national, federal, provincial, territorial, state, regional, municipal or local government or authority, quasi government authority, fiscal or judicial body, government or self-regulatory organization, commission, board, tribunal, organization, or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing;

• (13) “ Gross Proceeds ” means, subject to sections 4.9 and 4.10, in respect of an expired Quarter the aggregate of:

• (a) the sale proceeds that are actually received by the Company (or an Affiliate of the Company) from the sale (whether immediate or for future delivery) during the expired Quarter of all Mineral Product extracted from the Property where the sale is effected on an arms-length basis on normal commercial terms; or

3

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (b) if sales are effected by the Company (or an Affiliate of the Company) on any other basis than on an arms-length basis on normal commercial terms, or if Mineral Product extracted from the Property is disposed of by the Company (or an Affiliate of the Company) otherwise than by sale (whether immediate or for future delivery) during the expired Quarter, an amount equal to the Average Spot Price multiplied by the quantity of the Mineral Product extracted from the Property so sold or otherwise disposed of by the Company (or an Affiliate of the Company) during the expired Quarter;

• (14) “ IFRS ” means the international financial reporting standards adopted by the International Accounting Standards Board, as amended from time to time or any successor standards;

• (15) “ Interest Rate ” means that rate which is 2 percentage points higher than the prime rate of the Royal Bank of Canada on the due date for payment or, if the prime rate is not published on that day, on the day before the due date for payment on which the prime rate was most recently published;

• (16) “ Metal ” means any metallic element in whatever form and however contained, including, by way of example, gold, silver, platinum, palladium, copper, zinc, nickel, iron, lead, cobalt, titanium, iridium and uranium;

• (17) “ Minerals ” means any naturally occurring substance including gold, all other Metals, coal, all other hydrocarbons, and all industrial minerals, including, diamonds, evaporates, limestone, rock, gravel, sand and clay;

• (18) “ Mineral Product ” means all Metals, Minerals or other product extracted for use or commercial sale which is produced or extracted by or on behalf of the Company or an Affiliate of the Company from the Property (whether in concentrate or otherwise) but excluding any Minerals or Metals that are associated with or contained in the product that is extracted for use or commercial sale and for which the Company or its Affiliate receives no credit;

• (19) “ Mineral Rights ” means prospecting licences, exploration licences, mining leases, mining licences, mineral concessions and claims and other forms of mineral tenure or other rights to minerals, or to work upon lands for the purpose of searching for, developing or extracting minerals under any form of mineral title recognized under applicable law in Argentina whether contractual, statutory or otherwise;

• (20) “ Net Smelter Returns ” means the Gross Proceeds derived from the sale or disposition of Mineral Product less Allowable Deductions;

• (21) “ NI 43-101 ” means National Instrument 43-101, "Standards of Disclosure for Mineral Projects" published by the Canadian Securities Administrators, as amended from time to time or any successor instrument, rule or policy;

• (22) “ Party ” means either the Company or the Royalty Holder, as the context requires;

• (23)

• “ Parties ” means the Company and the Royalty Holder;

• (24) “Penalty” or “Penalties” means a charge or charges made by a refinery, smelter or other processing facility, in addition to normal refining costs, for removing from the Mineral Product Minerals or other substances which are deleterious to the smelting and refining processes or where the cost of the removal exceeds the value of those Minerals or other substances;

4

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (25) “ Property ” means the Mineral Rights as described in Schedule 1, together with any present or future renewal or extension of any of those Mineral Rights;

• (26) “ Proposed Assignee ”, as the context requires, means:

• (a) the independent third party referred to in section 7.1(1); or

• (b) the person referred to in section 7.1(2);

• (27) “ Quarter ” means a period of 3 calendar months ending on 31 March, 30 June, 30 September, or 31 December and “ Quarterly ” has a corresponding meaning;

• (28) “ Royalty ” means the percentage of the Net Smelter Returns to which the Royalty Holder is entitled under section 2;

• (29) “ Royalty Records ” means the books, accounts and records maintained by or on behalf of the Company or an Affiliate of the Company showing reasonable detail in relation to:

• (a) the quantity of Mineral Products sold in each Quarter;

• (b) the calculation of each component of the Royalty for each Quarter;

• (c) the payment of the Royalty in each Quarter; and

• (d) where there is any co-mingling in a Quarter of Mineral Products with materials extracted from land outside the boundaries of the Property, the measures, moistures and assays of the Minerals and substances in the Mineral Products extracted and recovered from the Property prior to the co-mingling;

• (30) “ Royalty Statement ” has the meaning given in section 4.2;

• (31) “ Rules ” has the meaning given in section 8.4;

• (32)

  • “ Trading Activities ” has the meaning given in section 4.9; and

• (33) “ VIAC ” means the Vancouver International Arbitration Centre or any person which replaces it or which substantially succeeds to its powers or functions.

• 1.2 Unless the context otherwise requires, in this Agreement:

• (1) the singular includes the plural and conversely and a gender includes all genders;

• (2) if a word or phrase is defined, its other grammatical forms have a corresponding meaning; (3) a reference to a person, corporation, trust, partnership, joint venture, unincorporated body or other entity includes any of them;

• (4) a reference to a section, schedule or appendix is a reference to a section of or a schedule or appendix to this Agreement;

• (5) a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by this Agreement or that other agreement or document;

5

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (6) a reference to a party to an agreement (including this Agreement) or document includes the party’s successors and permitted substitutes (including persons taking by novation) or assigns (and, where applicable, the party’s legal personal representatives);

• (7) a reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation, code, by-law, ordinance or statutory instrument issued under it;

• (8)

• a reference to dollars and $ is to the currency of the United States of America;

• (9) the word “ including ” means “ including without limitation ” and “ include” and, “ includes ” will be construed similarly;

• (10) headings and any table of contents or index are for convenience only and do not form part of this Agreement or affect its interpretation;

• (11) a provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement;

• (12) if an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day; and

• (13) a reference to anything (including a right, obligation or concept) includes a part of that thing, but nothing in this section 1.2(13) implies that performance of part of an obligation constitutes performance of the obligation.

2. ROYALTY

The Company must pay to the Royalty Holder a royalty equal to 2% of the Net Smelter Returns, on the terms and conditions specified in this Agreement.

3.

OPERATIONS ON THE PROPERTY

• 3.1 The Company (and any Affiliate of the Company):

• (1) may, but is not obliged to, treat, mill, sort, concentrate, refine, or otherwise process, beneficiate or upgrade the ores, concentrates, and other products at sites located on or off the Property, prior to sale, transfer, or conveyance to a purchaser, user, or consumer;

• (2) will have complete discretion concerning the nature, timing and extent of all exploration, development, mining, treating, milling and other operations conducted on or in relation to the Property and may suspend or cease operations and production on the Property at any time it considers prudent or appropriate to do so. Neither the Company nor any Affiliate of the Company will owe the Royalty Holder any duty to explore, develop or mine the Property, or to do so at any rate or in any manner other than that which the Company or any Affiliate of the Company may determine in its sole and unfettered discretion; and

• (3) is not liable for any mineral or commercial value lost in processing ores, concentrates, and Mineral Products extracted from the Property under sound mining practices and procedures and no royalty is due on any such lost value.

• 3.2 Co-mingling of Mineral Product from the Property with other ores, concentrates, mineral products, Metals and Minerals produced elsewhere is permitted as long as reasonable and customary procedures are established for the weighing, sampling, assaying and other measuring or testing

6

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

necessary to fairly allocate valuable metals contained in such Mineral Product and in the other ores, concentrates, mineral products, Metals and Minerals.

4. PAYMENTS

• 4.1 The obligation to pay the Royalty will accrue upon the first receipt by the Company (or by an Affiliate of the Company) of payment from the sale of the Mineral Product.

• 4.2 The Royalty, will be due and payable Quarterly on the last day of the month next following the end of the Quarter in which the same accrued. Royalty payments will be accompanied by a statement (a “ Royalty Statement ”) showing in reasonable detail:

• (1) the quantities and grades of Mineral Product sold or deemed sold by the Company (or its Affiliate) in the preceding Quarter;

• (2) the Gross Proceeds for the preceding Quarter;

• (3) the applicable Allowable Deductions for the preceding Quarter;

• (4) any Carried Forward Deductions; and

• (5) other pertinent information in sufficient detail to explain the calculation of the Royalty payment.

• 4.3 If the Company (or any Affiliate of the Company) is legally required to directly remit to any Governmental Authority any Consumption Tax imposed in respect of a Royalty payment or to deduct any other tax, duty, levy, impost, deduction, charge or withholding from that payment, then the amount of the Consumption Tax or the deduction is for the account of the Royalty Holder.

• 4.4 If any Party fails to pay any sum payable by it under or in accordance with this Agreement that Party must pay simple interest on that sum from the due date for payment until that sum is paid in full at the rate per annum which is the Interest Rate on the date on which the payment was due calculated daily. The right to require payment of interest under this section 4.4 is without prejudice to any other rights the non-defaulting Party may have against the defaulting Party under this Agreement, at law or in equity.

• 4.5 Each Royalty payment will be considered final and in full satisfaction of all obligations of the Company with respect to that payment, unless the Royalty Holder does not agree with the Royalty Statement, in which case the Royalty Holder may, within six (6) months of receiving the Royalty Statement or the report of an auditor appointed in accordance with this Agreement (whichever is the later), give the Company a Dispute Notice in which case the dispute resolution procedures in this Agreement apply.

• 4.6 The Royalty Holder may, upon reasonable notice to the Company and at reasonable times and at its own cost, within sixty (60) days of receiving a Royalty Statement appoint a chartered accountant who enters into a confidentiality undertaking with the Company substantially in the terms of section 9 to audit the Company’s Royalty Records (including mining and production records) relating to the calculation of the Royalty payment in question. The Royalty Holder must ensure that a copy of the report of the auditor is provided to the Company as soon as practicable.

• 4.7 If an audit conducted in accordance with section 4.6 determines that there has been a deficiency or an excess in the payment made to the Royalty Holder (and as long as the Company has been provided with a copy of the report of the auditor and has not disputed the auditor’s findings by giving a Dispute Notice to the Royalty Holder within three (3) months of receiving that report), such deficiency or excess will be resolved by adjusting the next Quarterly Royalty payment due

7

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

under this Agreement. If production has ceased, settlement will be made between the Parties by cash payment. The Royalty Holder will pay all costs of such audit unless a deficiency of five percent (5%) or more of the amount due to the Royalty Holder is determined to exist. The Company will pay the costs of such audit if a deficiency of five percent (5%) or more of the amount due is determined to exist. Failure on the part of the Royalty Holder to make claim on the Company for adjustment within the period of six (6) months specified in section 4.5 will establish the correctness of the payment and preclude the making of any claims for adjustment of the Royalty payment.

• 4.8 Subject to section 4.3, payments under this Agreement will be made in United States dollars without demand, notice, set-off, or reduction, by wire transfer in good, immediately available funds, to such account or accounts as the Royalty Holder may designate pursuant to wire instructions provided by the Royalty Holder to the Company not less than five (5) days prior to the dates upon which such payments are to be made.

• 4.9 The Company (and any of its Affiliates) will have the right to market and sell the Mineral Product in any manner it may elect, and will have the right to engage in forward sales, futures trading or commodity options trading and other price hedging, price protection, and speculative arrangements (“ Trading Activities ”) which may involve the possible physical delivery of Mineral Product. The Royalty will not apply to, and the Royalty Holder will not be entitled to participate in, the proceeds generated by the Company, a shareholder of the Company, or an Affiliate of either in Trading Activities or in the actual marketing or sales of Mineral Product.

• 4.10 In determining the Royalty, the Company will not be entitled to deduct from the Gross Proceeds any losses suffered by the Company, a shareholder or an Affiliate in Trading Activities. If the Company (or any Affiliate) engages in Trading Activities in respect of Mineral Product, then the Gross Proceeds will be determined as set out in section 1.1(13)(b).

• 4.11

• All Royalty Records must be kept in accordance with IFRS.

• 4.12 For the purpose of determining the Gross Proceeds, all receipts and disbursements in a currency other than United States dollars must be converted into United States dollars on the day of receipt or disbursement (at the average rate for the month of receipt or disbursement) as the case may be, all such conversions being determined using the daily mid-point rate for the relevant currency exchange provided by the Bank of Canada noon rates.

5. OTHER INTERESTS

This Agreement and the rights and obligations of the Parties under it are limited to the Royalty. For the avoidance of doubt, it is acknowledged and agreed that each Party will have the free and unrestricted right to enter into, conduct and benefit from any and all business ventures of any kind whatsoever (including, in the case of the Company, business ventures in respect of any Mineral Right held by the Company or any of its Affiliates that lies wholly or partially within the boundaries of the Property or that lies outside and adjoins such boundaries), whether or not competitive with any other activities undertaken by itself or the other Party, without disclosing such business ventures to the other Party or inviting or allowing the other to participate in those business ventures.

6. ASSIGNMENT

• 6.1 Subject to section 7, the Royalty Holder may assign all (but not less than all) of the Royalty but no such assignment will be effective against the Company until the assignee or transferee has delivered to the Company a written and enforceable undertaking, by which such assignee or transferee agrees with the Company to be bound by all of the terms and conditions of this Agreement.

8

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• 6.2 The Company may assign all or any portion of its interest in and to the Property, but such assignment will not (except where the assignment is by way of security) be effective until the assignee has delivered to the Royalty Holder a written and enforceable undertaking agreeing to be bound, to the extent of the interest assigned, by all of the terms and conditions of this Agreement.

• 6.3 For the purposes of this section 6 and section 7, to “ assign ” and inflexions of “ assign ” means to sell, assign, transfer, encumber or otherwise dispose of.

7. RIGHT OF FIRST REFUSAL

• 7.1 If the Royalty Holder:

• (1) receives a bona fide offer from an independent third party dealing at arm’s length with the Royalty Holder to purchase or take an assignment of the Royalty, which offer the Royalty Holder desires to accept; or

• (2) intends to assign the Royalty to any person,

then the Royalty Holder must first offer (“ Offer ”) the Royalty in writing to the Company upon terms no less favourable than those offered by the Proposed Assignee or intended to be offered by the Royalty Holder, as the case may be.

• 7.2 The Offer must specify the price and terms and conditions of such assignment, the name of the Proposed Assignee (which will, in the case of an intended offer by the Royalty Holder, mean the person or persons to whom the Royalty Holder intends to offer the Royalty) and, if the offer received by the Royalty Holder from the Proposed Assignee provides for any consideration payable to the Royalty Holder otherwise than in cash, then the Offer must include the Royalty Holder’s reasonable estimate of the cash equivalent of the non-cash consideration.

• 7.3 Within fourteen (14) days after receipt of the Offer the Company may object in writing to the determination of the cash equivalent of the non-cash consideration (which is included within the Offer as required by section 7.2) and upon such an objection being made the Parties must seek to agree upon that cash equivalent but if they cannot reach agreement within fourteen (14) days after the date of objection, then that cash equivalent will constitute a Dispute to be resolved in accordance with section 8 (the cost of which determination must be borne, if the cash value determined is less than that determined by the Royalty Holder, by the Royalty Holder and in any other case by the Company).

• 7.4 If within a period of sixty (60) days of the receipt of the Offer, the Company notifies the Royalty Holder in writing that it or its nominee will accept the Offer, then the Royalty Holder will be bound to assign the Royalty to the Company or its nominee (as the case may be) and the Company or its nominee (as the case may be) will be bound to purchase the Royalty on the terms and conditions of the Offer.

• 7.5 If the Company fails to notify the Royalty Holder before the expiration of the period specified in section 7.4 that it or its nominee will purchase the Royalty offered, then the Royalty Holder may assign the Royalty to the Proposed Assignee at the price and on the terms and conditions specified in the Offer for a period of sixty (60) days.

• 7.6 Sections 7.1 to 7.5 (inclusive) will again apply to the Royalty if the assignment to the Proposed Assignee is not completed within sixty (60) day period specified in section 7.5.

• 7.7 Any assignment under this section 7 will be conditional upon the Proposed Assignee delivering a written agreement to the Company, in form and content satisfactory to the Company, by which

9

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

the Proposed Assignee agrees with the Company to be bound by the terms and conditions of this section 7 and this Agreement.

8. DISPUTE RESOLUTION

• 8.1 If there is any Dispute between the Parties concerning or arising out of or in relation to this Agreement (including any Dispute as to whether any issue or matter is arbitral), then a Party may give to the other Party a notice (“ Dispute Notice ”) specifying the Dispute and requiring its resolution under this section 8. All Disputes must be resolved solely in accordance with this section 8.

• 8.2 If the Dispute is not resolved within fourteen (14) days after a Dispute Notice is given by a Party to the other Party, each Party must nominate one (1) representative from its senior management to resolve the Dispute (each, a “ Dispute Representative ”), who must negotiate in good faith using their respective commercially reasonable efforts to attain a resolution of the Dispute.

• 8.3 If the Dispute is not resolved within fourteen (14) days of the Dispute being referred to the respective Dispute Representatives, then any Party may submit the Dispute to arbitration in accordance with the remaining provisions of this section 8.

• 8.4 Any Dispute which has not been resolved under section 8.2 must be referred to and finally resolved by arbitration under the then current domestic commercial arbitration rules of the VIAC (“ Rules ”).

• 8.5 The Parties agree that:

• (1) the seat, or legal place of arbitration, will be Vancouver, British Columbia. The language used in the arbitral proceedings will be English;

• (2) all arbitral proceedings will be private and confidential and may be attended only by the arbitrators, the Parties and their representatives, and witnesses to the extent they are testifying in the proceedings;

• (3) subject to section 8.5(4), any Dispute will be heard by a single arbitrator and the Parties must attempt to agree upon a qualified individual to serve as arbitrator. If the Parties are unable to so agree within thirty (30) days of the first attempt by the Parties to select the arbitrator, then the arbitrator will be selected and appointed by the VIAC;

• (4) if any Party's claim or counterclaim equals or exceeds five million dollars ($5,000,000), exclusive of interest or legal fees, then the Dispute must be heard and determined by three (3) arbitrators and in the event that three (3) arbitrators will hear the Dispute, each Party must, within thirty (30) days after commencement of the arbitration, select one (1) person to act as arbitrator. The two (2) arbitrators so selected must, within fourteen (14) days of their appointment, select a third arbitrator who will serve as the chairperson of the arbitral panel;

• (5) if a Party fails to appoint an arbitrator as required under section 8.5(4), or if the arbitrators selected by the Parties are unable or fail to agree upon a third arbitrator within fourteen (14) days of their appointment, then that arbitrator will be selected and appointed by the VIAC;

• (6) the arbitrator (or each of them as the case may be) must be independent of the Parties, a senior qualified and practising lawyer in Canada with expertise in the subject matter of the Dispute;

10

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (7) if an arbitrator dies, resigns, refuses to act, or becomes incapable of performing his or her functions as an arbitrator, then the VIAC may declare a vacancy on the panel and the vacancy must be filled by the method by which that arbitrator was originally appointed;

• (8) the arbitral panel may determine all questions of law and jurisdiction (including questions as to whether or not a Dispute is arbitrable) and all matters of procedure relating to the arbitration;

• (9) the fees of the arbitrator or arbitral panel (as the case may be) will be paid by both Parties in equal shares during the course of the arbitration but upon final award being rendered in respect of the Dispute, the Party not substantially prevailing will pay all costs and reimburse all arbitration costs, including the amounts paid by the substantially prevailing Party, subject to the contrary decision of the arbitrator or arbitral panel (as the case may be);

• (10) arbitration will be the sole and exclusive forum for resolution of a Dispute and any award or determination of the arbitral panel will be final and binding upon the Parties in respect of all matters relating to the arbitration, the procedure, the conduct of the Parties during the proceedings and the final determination of the issues in the arbitration; and

• (11) there will be no appeal from any award or determination of the arbitral panel to any court and judgment on any arbitral award may be entered in any court of competent jurisdiction.

• 8.6 If for any reason the VIAC cannot or does not make the appointment or appointments required under the Rules or this section 8, either Party may apply to the Supreme Court of British Columbia to appoint the arbitrator or arbitrators, as the case may be.

• 8.7 No arbitration proceeding may be commenced under this section 8 unless commenced within the time period permitted for actions by the applicable statute of limitations.

• 8.8 All papers, notices or process pertaining to an arbitration under this Agreement may be served on a Party in accordance with section 10.

• 8.9 The Parties must treat as Confidential Information, in accordance with the provisions of section 9, the existence of the arbitral proceedings; written notices, pleadings and correspondence in relation to the arbitration; reports, summaries, witness statements, memorials, briefs and other documents prepared in respect of the arbitration; contemporaneous or historical documents exchanged or produced for the purposes of the arbitration; and the contents of any award or ruling made in respect of the arbitration. Notwithstanding the foregoing, a Party may disclose such confidential information in judicial proceedings to enforce an award or ruling and as permitted under this section 8.

• 8.10 If there is a conflict between the provisions of this Agreement and the provisions of the Rules, then the provisions of this Agreement will prevail.

• 8.11 Nothing in this section 8 will prejudice the right of a Party to institute legal proceedings to seek urgent interlocutory or declaratory relief. Subject to the foregoing, the arbitration will be the sole and exclusive forum for resolution of a Dispute and the award will be final and binding.

• 8.12 The award rendered by an arbitrator or arbitral panel (as the case may be) may be enforced by an order or judgment of any court having jurisdiction or an application may be made to such court for acceptance of the award and an order of enforcement, as the case may be.

11

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

9. CONFIDENTIALITY

• 9.1 The existence and terms of this Agreement, any draft of this Agreement and all information (whether embodied in tangible or electronic form) obtained by the Royalty Holder in or from Royalty Records, Royalty Statements or otherwise relating to the Royalty or to the business and activities of the Company or any of its Affiliates or any other person in relation to the Property, any Mineral Right held by the Company (or an Affiliate) or any Mineral Product, all of which will, for the purposes of this section 9, be referred to as “ Confidential Information ”, must be treated by the Royalty Holder as confidential and must not be disclosed to any person, except in the following circumstances:

• (1) the Royalty Holder may disclose the Confidential Information to its auditors, legal counsel, institutional lenders, brokers, underwriters and investment bankers, as long as such nonparty users are advised of the confidential nature of the Confidential Information, agree with the Company in writing to maintain the confidentiality of it in a manner at least as onerous on the non-users as this section 9 is onerous on the Royalty Holder and are strictly limited in their use of the Confidential Information to those purposes necessary for such non-party users to perform the services for which they were retained by the Royalty Holder;

• (2) the Royalty Holder may disclose the Confidential Information to a bona fide purchaser (whether actual or prospective) of all or part of the Royalty Holder’s rights under this Agreement or to a bona fide financier (whether actual or prospective) as long as such purchaser or financier has first agreed in writing with the Company to preserve the confidentiality of the Confidential Information to be disclosed in a manner at least as onerous on the purchaser or financier as this section 9 is onerous on the Royalty Holder;

• (3) the Royalty Holder may disclose the Confidential Information where that disclosure is necessary to comply with its disclosure obligations and requirements under any securities law, rules or regulations or stock exchange listing agreements, policies or requirements, as long as the proposed disclosure is limited to factual matters and that the Royalty Holder will have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled; or

• (4) with the prior written approval of the Company.

• 9.2 Any Confidential Information that becomes part of the public domain by no act or omission in breach of this section 9 will cease to be Confidential Information for the purposes of this section 9.

• 9.3 Section 9.1 does not restrict the disclosure or use of Confidential Information for the purposes of, and to the extent required in connection with, legal action to enforce rights under, or to seek remedies in connection with, this Agreement.

• 9.4 If requested in writing, the Company will provide the Royalty Holder, at the Royalty Holder’s expense, with such data or reports regarding mineral resources and reserves that are subject to the Royalty as are in the Company’s or its Affiliates’ possession and which may be reasonably required by the Royalty Holder to comply with the requirements under NI 43-101 or similar legal requirements applicable to Royalty Holder. No representation or warranty is or will be made by the Company or its Affiliates with respect to the accuracy or completeness of such data or reports or the interpretation or conclusions drawn by the Royalty Holder or its Affiliates from such data or reports, nor with respect to the disclosure of such information by the Royalty Holder or its Affiliates, and the Royalty Holder acknowledges that the Company will not be responsible for any liability of the Royalty Holder or its Affiliates arising out of or with respect to the disclosure of such information by Royalty Holder.

12

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• 9.5 This section 9 continues to bind the Royalty Holder, notwithstanding that the Royalty Holder ceases to be a Party to this Agreement or this Agreement is terminated for any reason, for a period of five (5) years from the date of such cessation or termination (as the case may be).

10. NOTICES

• 10.1 A notice, demand, consent or other communication required, given or made under this Agreement (“ Notice ”) must be in writing, signed by the sender and either left at the delivery address or sent to the addressee by mail or email. If it is sent by mail, it is taken to have been received five (5) Business Days after it is posted. If it is sent by email it is taken to have been received only when acknowledged by an addressee. Each Party’s delivery address and email address will be as specified in section 10.2 or as notified in writing from time to time.

• 10.2 Each Party’s delivery address and electronic mail address are:

• (1) in the case of the Company:

Minera Sud Argentina S.A. <@><@> <@><@> <@><@>

Attention: Chief Executive Officer Email: <@>

(2) in the case of the Royalty Holder: < _insert name of Royalty Holder_ > < insert address > <@>, <@> <@> < _insert zip*_ > Attention: Chief Executive Officer Email: <@>@<@>.<@>

11. GENERAL

• 11.1 At the request of the Parties this Agreement has been drafted in the English language. If required by applicable Law, this Agreement may be translated into Spanish but in the event of any inconsistency between the Spanish version of this Agreement and the English version of this Agreement, the English version will prevail and govern.

• 11.2 All the documents, notices, waivers and other communications given or made between the Parties in connection with this Agreement must be in the English language unless the Parties agree to the use of Spanish for any or all communications. In the event of a discrepancy between the English language version and the Spanish language translation of any document, notice, waiver or other communication, the English language version will prevail and govern.

• 11.3 Except for matters of title to the Property or its assignment or transfer, which will be governed by the law of its situs, this Agreement is solely governed by the law in force in British Columbia and the laws of Canada applicable in British Columbia without giving effect to the conflict of laws principles in British Columbia and without reference to the laws of any other jurisdiction.

• 11.4 Subject to section 8, each Party:

13

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• (1) irrevocably and unconditionally submits to and accepts the exclusive jurisdiction of the courts exercising jurisdiction in British Columbia, and any court that may hear appeals from any of those courts, for any proceeding in connection with this Agreement, subject to the right to enforce a judgement obtained in any of those courts in any other jurisdiction; and

• (2) irrevocably waives any objection to the venue of any legal process commenced in the courts of British Columbia on any basis including that the process has been brought in an inconvenient forum.

• 11.5 This Agreement is not intended to, and will not be deemed to, create any partnership, association or joint venture between the Parties including a mining partnership or commercial partnership. The obligations and liabilities of the Parties will be several and not joint and neither Party will have or purport to have any authority to act for or to assume any obligations or responsibility on behalf of the other Party. Nothing in this Agreement will be deemed to constitute a Party the partner, agent or legal representative of the other Party or to create any fiduciary relationship between the Parties.

• 11.6 Nothing contained in this Agreement will be construed as conferring upon the Royalty Holder any right to or beneficial interest in the Property. The right to receive a percentage of Net Smelter Returns from the Company as and when due is and will be deemed to be a contractual right only.

• 11.7 If anything in this Agreement in unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.

• 11.8 This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements, quotation requests, understandings, representations, warranties, promises, statements, negotiations, letters and documents in respect of its subject matter (if any) made or given prior to the date of this Agreement.

• 11.9 This Agreement, or a memorandum of this Agreement, must, upon the written request of the Royalty Holder, be recorded in the office or register of any Governmental Authority identified in the written request of the Royalty Holder, in order to give notice to third persons of the Royalty Holder’s contractual entitlement to the Royalty under this Agreement. The Company agrees with the Royalty Holder to execute those documents that may be necessary to perfect such recording.

• 11.10 Each Party must promptly at its own cost do all things (including executing and if necessary delivering all documents) necessary or desirable to give full effect to this Agreement.

• 11.11 Sections 5 and 6 will not merge on completion, but will continue in full force and effect after any termination or expiration of this Agreement as will any other provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or expiration of this Agreement.

• 11.12 An amendment or variation to this Agreement is not effective unless it is in writing and signed by the Parties.

• 11.13 A Party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right. A waiver is not effective unless it is in writing signed by the Party granting it. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

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

14

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

• 11.15 This Agreement may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same agreement. This Agreement is binding on the Parties on the exchange of counterparts. A copy of a counterpart sent by facsimile machine or by electronic mail:

• (1) must be treated as an original counterpart;

• (2) is sufficient evidence of the execution of the original; and

• (3) may be produced in evidence for all purposes in place of the original.

• 11.16 Each person signing this Agreement as an authorized officer of a Party hereby represents and warrants that he or she is duly authorized to sign this Agreement for that Party and that this Agreement will, upon having been so executed, be binding on that Party in accordance with its terms.

EXECUTED AS AN AGREEMENT.

MINERA SUD ARGENTINA S.A.

By: ________ Name: Title:

<*>

By: ________ Name: Title:

15

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

Schedule 1

Status Mining Right File Number

16

Exhibit 1 to Offer Letter Number 1 April 5, 2024;

Exhibit 2

ACCEPTANCE NOTE

Buenos Aires, Argentina, April 5, 2024

SOUTH32 ALUMINIUM (HOLDINGS) PTY LTD

108 St Georges Terrace, Perth,

Western Australia, Australia 6000

Ref: OFFER #1 dated April 5, 2024

Dear Sirs:

We hereby unconditionally accept the terms and conditions of your Offer #1 dated April 5, 2024.

Yours sincerely,

MINSUD ARGENTINA INC.

By: “Alberto Orcoyen” Name: Alberto F. Orcoyen Title: Director

MINERA SUD ARGENTINA S.A.

By: “Agustin Dranovsky” Name: Agustin Dranovsky Title: President

17

Exhibit 2 to Offer Letter Number 1 April 5, 2024