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Pluribus Technologies Corp. M&A Activity 2024

Oct 25, 2024

48115_rns_2024-10-24_da3dce43-1443-4a4c-b985-8f39f6af82c7.pdf

M&A Activity

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DORÉ COPPER MINING CORP. VOTING SUPPORT AGREEMENTS

TABLE OF CONTENTS

Voting Support Agreement – Brent Omland ................................................................................... 1 Voting Support Agreement – Equinox Partners Investment Management, LLC .................................. 14 Voting Support Agreement – Ernest Mast .................................................................................... 27 Voting Support Agreement – Frank Balint.................................................................................... 40 Voting Support Agreement – Gavin Nelson .................................................................................. 53 Voting Support Agreement – Joseph de la Plante ........................................................................... 66 Voting Support Agreement – Laurie Gaborit ................................................................................. 79 Voting Support Agreement – Mario Stifano .................................................................................. 92 Voting Support Agreement – Martha Manuel .............................................................................. 105 Voting Support Agreement – Nicholas Kwong ............................................................................ 118 Voting Support Agreement – Ocean Partners Holdings Limited...................................................... 131 Voting Support Agreement – Sara Heston ................................................................................... 144

EXECUTION COPY

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

BRENT OMLAND

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • 2 -

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful

  • 3 -

completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

  • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

  • 4 -

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and
  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada

Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending

  • 11 -

a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

By: Name: Title:

Brent Omland (Print Name of Securityholder)

"Brent Omland"

(Signature of Securityholder)

Address of Securityholder:

[Redacted - Personal Information]

Email: [Redacted - Personal Information]

Number of Common Shares Held: Nil.
Number of Options Held: 75,000
Number of Warrants Held: Nil.
Number of Deferred Share Units Held: 140,000
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

Equinox Partners Investment Management, LLC

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • 2 -

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful

  • 3 -

completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

  • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

  • 4 -

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and
  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada

Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending

  • 11 -

a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

By:

Name: Title:

EQUINOX PARTNERS INVESTMENT MANAGEMENT, LLC

By: "Denise Alejo" Name: Denise Alejo Title: CFO/CCO

Address of Securityholder: [Redacted - Personal Information]

Email: [Redacted - Personal Information]

Number of Common Shares Held: 48,429,455
Number of Options Held: Nil.
Number of Warrants Held: Nil.
Number of Deferred Share Units Held: Nil.
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

EXECUTION COPY

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

ERNEST MAST

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • 2 -

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful

  • 3 -

completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

  • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

  • 4 -

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and
  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada

Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending

  • 11 -

a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

By: Name: Title:

Ernest Mast

(Print Name of Securityholder)

"Ernest Mast"

(Signature of Securityholder)

Address of Securityholder:

[Redacted - Personal Information]

Email: [Redacted - Personal Information]

Number of Common Shares Held: 3,448,816
Number of Options Held: 2,900,000
Number of Warrants Held: Nil.
Number of Deferred Share Units Held: Nil.
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

EXECUTION COPY

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

FRANK BALINT

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • 2 -

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful

  • 3 -

completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

  • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

  • 4 -

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and
  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada

Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending

  • 11 -

a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

By:

Name: Title:

Frank Balint

(Print Name of Securityholder)

"Frank Balint"

(Signature of Securityholder)

Address of Securityholder: [Redacted - Personal Information]

Email:

[Redacted - Personal Information]

Number of Common Shares Held: 150,000
Number of Options Held: 75,000
Number of Warrants Held: Nil.
Number of Deferred Share Units Held: 140,000
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

EXECUTION COPY

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

GAVIN NELSON

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • 2 -

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful

  • 3 -

completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

  • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

  • 4 -

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and
  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada

Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending

  • 11 -

a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

By: Name: Title:

Gavin Nelson

(Print Name of Securityholder)

"Gavin Nelson"

(Signature of Securityholder)

Address of Securityholder:

[Redacted - Personal Information] Email: [Redacted - Personal Information]

Number of Common Shares Held: 125,0001
Number of Options Held: 547,500
Number of Warrants Held: Nil.
Number of Deferred Share Units Held: Nil.
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

1 Represents 25,000 common shares held directly by Mr. Nelson and 100,000 common shares held indirectly through 1974899 Ontario Ltd.

[Signature Page to Voting and Support Agreement]

EXECUTION COPY

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

JOSEPH DE LA PLANTE

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • 2 -

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful

  • 3 -

completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

  • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

  • 4 -

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and
  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada

Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending

  • 11 -

a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

By:

Name: Title:

Joseph de la Plante (Print Name of Securityholder)

"Joseph de la Plante" (Signature of Securityholder)

Address of Securityholder: [Redacted - Personal Information]

Email:

[Redacted - Personal Information]

Number of Common Shares Held: 135,000
Number of Options Held: 90,000
Number of Warrants Held: Nil.
Number of Deferred Share Units Held: 140,000
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

EXECUTION COPY

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

LAURIE GABORIT

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • 2 -

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful

  • 3 -

completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

  • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

  • 4 -

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and
  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada

Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending

  • 11 -

a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

B[y:] -------------­ Name: Title: Laurie Gaborit (Print Name of Securityholder) "Laurie Gaborit" (Signature of Securityholder)

Address of Securityholder: [Redacted - Personal Information] Email: [Redacted - Personal Information]

Number of Common Shares Held: 75,000 Number of Options Held: 580,000 Number of Warrants Held: Nil. Nil. Number of Deferred Share Units Held: Nil. Number of Performance Share Units Held: Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

EXECUTION COPY

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

MARIO STIFANO

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • 2 -

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful

  • 3 -

completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

  • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

  • 4 -

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and
  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada

Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending

  • 11 -

a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

By: Name: Title:

Mario Stifano

(Print Name of Securityholder)

"Mario Stifano"

(Signature of Securityholder)

Address of Securityholder: [Redacted - Personal Information]

Email: [Redacted - Personal Information]

Number of Common Shares Held: 3,263,950
Number of Options Held: 1,350,000
Number of Warrants Held: Nil.
Number of Deferred Share Units Held: Nil.
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

EXECUTION COPY

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

MARTHA MANUEL

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • 2 -

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful

  • 3 -

completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

  • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

  • 4 -

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and
  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada

Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending

  • 11 -

a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

--------------Name: Title:

Martha Manuel (Print Name of Securityholder)

"Martha Manuel"

(Signature of Securityholder)

Address of Securityholder: Y [ Redacted - Personal I nformation ]

Email: [Redacted - Personal Information]

Number of Common Shares Held: Nil.
Number of Options Held: 45,000
Number of Warrants Held: Nil.
Number of Deferred Share Units Held: 140,000
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

EXECUTION COPY

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

NICHOLAS KWONG

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • 2 -

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful

  • 3 -

completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

  • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

  • 4 -

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and
  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada

Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending

  • 11 -

a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

By: Name: Title:

Nicholas Kwong (Print Name of Securityholder)

"Nicholas Kwong"

(Signature of Securityholder)

Address of Securityholder: [Redacted - Personal Information]

Email: [Redacted - Personal Information]

Number of Common Shares Held: Nil.
Number of Options Held: 1,020,000
Number of Warrants Held: Nil.
Number of Deferred Share Units Held: Nil.
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

EXECUTION VERSION

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

OCEAN PARTNERS HOLDINGS LIMITED, a corporation incorporated under the laws of England and Wales and having an office at 3[rd] Floor, The Pearce Building, West Street, Maidenhead, Berkshire, UK, SL6 1RL

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

  • 2 -

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject

  • 3 -

Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • 4 -

    • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

    • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and

  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Ocean Partners UK Limited 3rd Floor, The Pearce Building, West Street Maidenhead, Berks, UK

  • 11 -

SL6 1RL Attention: Siva Pillay Email: [Redacted - Personal Information]

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

By: Name: Title:

OCEAN PARTNERS HOLDINGS LIMITED

By: "Brent Omland" Name: Brent Omland Title: Director

Number of Common Shares Held: 48,188,299
Number of Options Held: Nil.
Number of Warrants Held: Nil.
Number of Deferred Share Units Held: Nil.
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

EXECUTION COPY

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT (the " Agreement ") is made as of October 14, 2024.

BETWEEN:

SARA HESTON

(the " Securityholder ")

  • and –

CYGNUS METALS LIMITED , a corporation incorporated under the laws of Western Australia and having an office at L2/8 Richardson Street, West Perth, Western Australia, 6005

(" Cygnus ")

WHEREAS:

  • A. Cygnus, Doré Copper Mining Corp. (the " Company ") and 1505901 B.C. Ltd. have entered into an arrangement agreement (the " Arrangement Agreement ") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the " Arrangement ").

  • B. Subject to the terms and conditions of the Arrangement Agreement, Cygnus has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the " Common Shares ") in exchange for 1.8297 ordinary shares in the capital of Cygnus for every one (1) Common Share.

  • C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

  • D. The Securityholder acknowledges that Cygnus would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

  • (1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

  • 2 -

  • (2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally and/or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities (including, for greater certainty, options, warrants, deferred share units, performance share units and restricted share units) convertible into or exercisable for Common Shares; and (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2 COVENANTS

2.1 General Covenants of the Securityholder

  • (1) The Securityholder hereby covenants and agrees in favour of Cygnus that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

  • (a) at any meeting of any securityholders of the Company, including the Doré Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

  • (b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's constating documents or other proposal or transaction involving the Company or any of its subsidiaries, which would reasonably be regarded as being directed towards or likely to prevent or delay the Doré Meeting or the successful

  • 3 -

completion of the Arrangement or which would reasonably be expected to result in a Material Adverse Effect;

  • (c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a " Transfer "), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes cast by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement;

  • (d) the Securityholder shall not take any other action of any kind, directly or indirectly, which would reasonably be expected to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

  • (e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

  • (i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than Cygnus and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to an Acquisition Proposal;

  • (iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support of the transactions contemplated by the Arrangement Agreement;

  • (iv) propose publicly to accept, approve, endorse or recommend any Acquisition Proposal; or

  • 4 -

    • (v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and
  • (f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement, shall not contest in any way the approval of the Arrangement by any Governmental Entity, and shall not exercise any other Securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

  • (2) The Securityholder hereby covenants and agrees in favour of Cygnus that: (a) no later than five (5) Business Days prior to the date of any meeting of any shareholders of the Company to consider the Arrangement, including the Doré Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from Cygnus has been obtained or this Agreement is terminated in accordance with its terms.

2.2 Covenants of Cygnus

Cygnus hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

2.3 Co-operation/Alternative Transaction

If Cygnus concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with an Alternative Transaction, the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

  • 5 -

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with Cygnus as follows, and acknowledges that Cygnus is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

  • (1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder.

  • (2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • (3) Ownership of Shares and Other Securities. The Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens, and/or exercises control or direction over the Subject Securities. Other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein.

  • (4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be

  • 6 -

reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

  • (c) result in the creation or imposition of any Lien on the Subject Securities; or

  • (d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

  • (6) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

  • (7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Subject Securities hereafter acquired by it.

3.2 Representations and Warranties of Cygnus

Cygnus hereby represents and warrants to the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations and warranties in entering into this Agreement:

  • (1) Incorporation. Cygnus is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

  • 7 -

  • (2) Authorization. The execution, delivery and performance of this Agreement by Cygnus has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder.

  • (3) Non-Contravention. The execution, delivery and performance by Cygnus of its obligations under this Agreement and the consummation by Cygnus of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

  • (a) contravene, conflict with, or result in a violation or breach of Law;

  • (b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Cygnus is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on Cygnus' ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of Cygnus, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which Cygnus is a party or by which Cygnus or any of its properties or assets may be bound; or

  • (c) require on the part of Cygnus any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity, other than filings under applicable Securities Laws.

  • (4) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Cygnus and constitutes a legal, valid and binding agreement of Cygnus enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

ARTICLE 4 TERMINATION

4.1 Termination

  • (1) This Agreement may be terminated:

  • (a) at any time by a written instrument executed by each of Cygnus and the Securityholder;

  • (b) by Cygnus if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or (ii) the Securityholder shall not have complied with its covenants to Cygnus contained in this Agreement in all material respects; or

  • 8 -

  • (c) by the Securityholder if: (i) any of the representations and warranties of Cygnus in this Agreement shall not be true and correct in all material respects; (ii) Cygnus shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) without the prior written consent of the Securityholder, the terms of the Arrangement Agreement have been varied or amended in a manner that is materially adverse to the Securityholder.

  • (2) This Agreement shall automatically terminate and be of no further force or effect on the earliest to occur of:

  • (a) the Effective Time;

  • (b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and

  • (c) the date, if any, upon which the Arrangement Agreement is amended in a manner that: (i) decreases the amount of consideration payable for each outstanding Common Share, (ii) changes the form of the consideration payable for each outstanding Common Share in a manner that is material and adverse to the Securityholder, or (iii) is otherwise material and adverse to the Securityholder, in each case without the prior written consent of the Securityholder.

  • (3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities.

ARTICLE 5 GENERAL

5.1 Further Assurances

Each of the Securityholder and Cygnus will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. Cygnus further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

  • 9 -

5.3 Reorganization of the Securityholder

The Securityholder shall have the right directly or indirectly to take such actions as are necessary or desirable to reorganize its capital, assets and structure as the Securityholder may reasonably determine including, without limitation, transferring some or all of its Subject Securities to one or more of its affiliates; provided, however, that no such reorganization will be undertaken unless each person who receives any Subject Securities currently owned by the Securityholder enters into a counterpart of this Agreement in relation to such Subject Securities and agrees to be bound hereby in place of the Securityholder in relation to such Subject Securities in form and substance satisfactory to Cygnus, acting reasonably; provided that the Securityholder shall remain jointly and severally liable to Cygnus with each person who receives any Subject Securities under this Section 5.3.

5.4 Disclosure

Each of the Securityholder and Cygnus hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Doré Meeting and the filing of this Agreement with any securities authority, including, for greater certainty, on SEDAR+. Except as set forth above or as required by applicable Laws, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of Cygnus, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with Cygnus prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

5.5 Time of the Essence

Time is of the essence in this Agreement.

5.6 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

5.7 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.8 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

  • 10 -

5.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, provided that Cygnus may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Cygnus shall continue to be liable jointly and severally with such affiliate, as the case may be, for all of its obligations hereunder.

5.11 Notices

Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

  • (1) to Cygnus at:

Cygnus Metals Limited L2/8 Richardson Street West Perth, Western Australia, 6005 Australia

Attention: David Southam Email: [Redacted - Personal Information]

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

Osler, Hoskin & Harcourt LLP 3000-1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Canada

Attention: Alan Hutchison Email: [Redacted - Personal Information]

  • (2) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending

  • 11 -

a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

5.12 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Cygnus shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which Cygnus may be entitled at law or in equity.

5.13 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

5.14 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

5.15 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

Executed by CYGNUS METALS LIMITED ACN 609 094 653 in

accordance with section 127 of the Corporations Act 2001 (Cth):

"David Southam"

Director

"Maddison Cramer" Company Secretary

David Southam Maddison Cramer Name of Director Name of Company Secretary

(Print Name of Securityholder)

(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:

Number of Common Shares Held:
Number of Options Held:
Number of Warrants Held: Nil.
Number of Deferred Share Units Held:
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

CYGNUS RESOURCES LIMITED

By:

Name: Title:

Sara Heston (Print Name of Securityholder)

"Sara Heston"

(Signature of Securityholder)

Address of Securityholder:

[Redacted - Personal Information]

Email: [Redacted - Personal Information]

Number of Common Shares Held: Nil.
Number of Options Held: 90,000
Number of Warrants Held: Nil.
Number of Deferred Share Units Held: 140,000
Number of Performance Share Units Held: Nil.
Number of Restricted Share Units Held: Nil.

[Signature Page to Voting and Support Agreement]