O2Gold Inc. — M&A Activity 2020

Dec 4, 2020

SHARE PURCHASE AGREEMENT AMENDING AGREEMENT

THIS AMENDING AGREEMENT is dated as of the ___ day of November, 2020. 30th

B E T W E E N :

ORIGIN GOLD CORPORATION , a corporation incorporated under the federal laws of Canada and having an address at 65 Queen Street West, Suite 900, Toronto, Ontario, M5H 2M5 (“ Origin ”)

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BULLET HOLDING CORP. , a company incorporated pursuant to the laws of the Republic of Panamá and having an address at Cr 32 #12A - 11, Medellin, Colombia (“ Bullet Holdco ”)

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MAGNOLIA CAPITAL LLC , a company incorporated pursuant to the laws of the State of South Dakota and having an address at 2266 Lake Circle, Jackson, MS 39211, USA (“ Magnolia ”)

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INVERSIONES GALAPAGOS S.A.S. , a sociedad por acciones simplificada formed pursuant to the laws of the Republic of Colombia and having an address at Calle 37 #65D – 39 Apt 402, Medellin, Colombia (“ Galapagos ”)

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MINERALES OTU S.A.S. , a sociedad por acciones simplificada formed pursuant to the laws of the Republic of Colombia and having an address at Cr 32 #12A - 11, Medellin, Colombia (“ Minerales OTU ”)

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BUENAVENTURA GOLD, INC. , a company incorporated pursuant to the laws of the Republic of Panamá and having an address at C. 47 Ocean Business Plaza, Panama City, Panamá (“ Buenaventura ”),

with each a “ party ” and collectively referred to herein as the “ parties ”.

CONTEXT:

A. The parties hereto have previously entered into a share purchase agreement dated as of October 26, 2020 (the “ Agreement ”) whereby, among other things, Bullet Holdco and Magnolia will sell to Origin Subco, and Origin Subco will purchase from Bullet Holdco and

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5. Payment and Currency

Any money to be advanced, paid or tendered by any party under this Amending Agreement must be advanced, paid or tendered by bank draft, certified cheque or wire transfer of immediately available funds payable to the Person to whom the amount is due (unless otherwise directed in writing). Unless otherwise specified, the word “dollar” and the “$” sign refer to Canadian currency, and all amounts to be advanced, paid, tendered or calculated under this Amending Agreement are to be advanced, paid, tendered or calculated in Canadian currency. Unless otherwise specified, any foreign exchange calculation to be made pursuant to this Amending Agreement will be based on the Bank of Canada’s closing foreign exchange rate for the applicable currency for the three Business Days prior to the date of the applicable calculation.

6. Certain Rules of Interpretation

The rules of interpretation set out in Section 1.2 of the Agreement apply, mutatis mandis , to this Amending Agreement.

7. Severability

Each Section of this Amending Agreement is distinct and severable. If any Section of this Amending Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that Section, in whole or in part, will not affect:

• a. the legality, validity or enforceability of the remaining Sections of this Amending Agreement, in whole or in part; or

• b. the legality, validity or enforceability of that Section, in whole or in part, in any other jurisdiction.

8. Amendment and Waiver

No amendment, discharge, restatement, supplement, termination or waiver of this Amending Agreement or any Section of this Amending Agreement is binding unless it is in writing and executed by each party. No waiver of, failure to exercise or delay in exercising, any Section of this Amending Agreement constitutes a waiver of any other Section (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

9. Further Assurances

The parties covenant and agree to sign such other papers, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Amending Agreement and every part thereof.

10. Assignment and Enurement

Neither this Amending Agreement nor any right or obligation under this Amending Agreement may be assigned by any party without the prior written consent of the other parties. This Amending Agreement enures to the benefit of and is binding upon the parties and their respective Successors.

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11. Time of Essence

Time is of the essence in all respects of this Amending Agreement.

12. Creation and Use of Electronic Document

This Amending Agreement and any counterpart of it may be created, provided, received, retained and otherwise used, and will be accepted, in any digital, electronic or other intangible form.

13. Counterparts and Electronic Delivery

This Amending Agreement may be executed and delivered by the parties in one or more counterparts, each of which will be an original, and each of which may be delivered by email or other functionally equivalent electronic means of transmission, and those counterparts will together constitute one and the same instrument.

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Each of the parties has executed and delivered this Amending Agreement as of the date noted at the beginning of this Amending Agreement.

ORIGIN GOLD CORPORATION

Per: Jaime Lalinde Name: Jaime Lalinde Title: President & Chief Executive Officer

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Each of the parties has executed and delivered this Amending Agreement as of the date noted at the beginning of this Amending Agreement.

BULLET HOLDING CORP.

Per: Robert W. Allen Name: Robert W. Allen Title: President

MAGNOLIA CAPITAL LLC

Per: Robert W. Neill Name: Robert W. Neill Title: Manager

INVERSIONES GALAPAGOS S.A.S.

Per: Alicia Ospina Jaramillo Name: Alicia Ospina Jaramillo Title: Legal Representative

MINERALES OTU S.A.S.

Per: Robert W. Neill Name: Robert W. Neill Title: Legal Representative

BUENAVENTURA GOLD, INC.

Per: Alvaro Aguilar Alfu Name: Alvaro Aguilar Alfu Title: President