Execution Version

SHARE PURCHASE AGREEMENT

AMONG

SOUTHERN PEAKS MINING L.P.

and

ADOLFO FERNANDO VERA FERNANDEZ

and

RIO2 LIMITED

and

RIO2 OPERACIONES SAC

DATED AS OF

December 8, 2025

Page

ARTICLE 1. Interpretation... 2
Section 1.1 Definitions... 2

ARTICLE 2. Purchase and Sale... 28
Section 2.1 Purchase and Sale of SPM Securities... 28
Section 2.2 Purchase Price... 28
Section 2.3 Payment of Purchase Price... 28
Section 2.4 Statement of Leakage... 29
Section 2.5 Deferred Consideration... 29
Section 2.6 Purchase Price Allocation and Payment Imputation... 31
Section 2.7 Resale Restrictions... 31
Section 2.8 Orderly Sales... 32
Section 2.9 Withholding Rights... 33

ARTICLE 3. Closing... 33
Section 3.1 Closing... 33
Section 3.2 Closing Deliverables... 33

ARTICLE 4. Representations and Warranties Relating to the SPM Entities and the SPM Group Securities... 37
Section 4.1 Organization of the Vendor... 37
Section 4.2 Due Authorization, Execution and Delivery; Enforceability... 37
Section 4.3 Organization of the SPM Entities... 37
Section 4.4 Ownership of SPM Group Securities... 38
Section 4.5 No Conflicts... 39
Section 4.6 Consents... 39
Section 4.7 Financial Statements... 39
Section 4.8 No Indebtedness... 40
Section 4.9 Factoring Arrangements... 40
Section 4.10 No Undisclosed Liabilities... 40
Section 4.11 Ordinary Course of Business... 40
Section 4.12 Material Contracts... 40
Section 4.13 Franco-Nevada Stream Agreement... 41
Section 4.14 Title to Tangible SPM Personal Property... 41
Section 4.15 Sufficiency of Assets... 41

Section 4.16 Real Property and Rights 42
Section 4.17 Properties; Mining Rights 43
Section 4.18 Legal Proceedings; Governmental Orders 43
Section 4.19 Compliance With Laws; Permits 44
Section 4.20 Corporate Records 44
Section 4.21 Environmental Matters 44
Section 4.22 Benefit Plans 46
Section 4.23 Employment Matters 47
Section 4.24 Taxes 48
Section 4.25 Compliance with Anti-Corruption Laws 49
Section 4.26 Insurance 50
Section 4.27 Books and Records 50
Section 4.28 Plants and Facilities 50
Section 4.29 Computer Systems 50
Section 4.30 Expropriation 51
Section 4.31 Accuracy of Information 51
Section 4.32 Bankruptcy, Insolvency and Reorganization 51
Section 4.33 Related Party Transactions 51
Section 4.34 Brokers 51
Section 4.35 Absence of Certain Changes 52
Section 4.36 Disclaimer of Warranties 52

ARTICLE 5. Representations and Warranties of the Purchaser Parties 52
Section 5.1 Organization of the Purchaser Parties 52
Section 5.2 Due Authorization, Execution and Delivery; Enforceability 52
Section 5.3 No Conflicts 53
Section 5.4 Consents 53
Section 5.5 Qualification to do Business 53
Section 5.6 Securities Law Matters 53
Section 5.7 Capitalization 54
Section 5.8 Consideration Shares 55
Section 5.9 Bankruptcy, Insolvency and Reorganization 55
Section 5.10 Shareholders' and Similar Agreements 56
Section 5.11 Financial Statements 56
Section 5.12 Compliance with Anti-Corruption Laws and Anti-Money Laundering Laws 56

(ii)

Section 5.13 No Material Change... 56
Section 5.14 Ordinary Course of Business... 57
Section 5.15 No Reliance... 57
Section 5.16 Brokers... 57
Section 5.17 Legal Proceedings; Governmental Orders... 57
Section 5.18 Financing... 57
Section 5.19 United States Presence... 58
Section 5.20 Taxes... 58
Section 5.21 Disclaimer of Warranties... 58

ARTICLE 6. No Other Representations and Warranties... 59
Section 6.1 No Other Representations and Warranties of the Vendor... 59
Section 6.2 No Other Representations and Warranties of the Purchaser Parties... 59

ARTICLE 7. Pre-Closing Covenants... 59
Section 7.1 Conduct of Business Before the Closing... 59
Section 7.2 Access to Information... 64
Section 7.3 Transaction Financing... 65
Section 7.4 Prospectus... 67
Section 7.5 Approvals and Consents... 67
Section 7.6 Notification... 68
Section 7.7 Closing Conditions... 68
Section 7.8 Public Announcements... 68
Section 7.9 Tax Matters... 69
Section 7.10 Assistance with Financial Statements and Technical Report... 71
Section 7.11 Related Party Transactions... 72
Section 7.12 Insurance Matters... 72
Section 7.13 Sanctions Compliance... 72
Section 7.14 Resigning Directors and Officers... 72

ARTICLE 8. Conditions to Closing... 73
Section 8.1 Conditions to Obligations of All Parties... 73
Section 8.2 Conditions to Obligations of the Purchaser... 73
Section 8.3 Conditions to Obligations of the Vendor... 74

ARTICLE 9. Indemnification... 76
Section 9.1 Survival... 76
Section 9.2 Indemnification by the Vendor... 76

(iii)

Section 9.3 Indemnification by the Purchaser Parties 77
Section 9.4 Certain Limitations 77
Section 9.5 Notice of Claim 79
Section 9.6 Third-Party Claims 79
Section 9.7 Direct Claim 81
Section 9.8 Right to Set-Off 82
Section 9.9 Exclusive Remedies 82
Section 9.10 Knowledge of Breach 83

ARTICLE 10. Termination 83
Section 10.1 Termination 83
Section 10.2 Effect of Termination 84

ARTICLE 11 84

Post-Closing Covenants 84
Section 11.1 Access to Books and Records 84
Section 11.2 Director and Officer Indemnification 85
Section 11.3 Conduct of Business After the Closing 85
Section 11.4 Financial Crime 86
Section 11.5 United States Presence 86
Section 11.6 Further Assurances 87

ARTICLE 12. Miscellaneous 87
Section 12.1 Expenses 87
Section 12.2 Notices 87
Section 12.3 Interpretation 88
Section 12.4 Headings 89
Section 12.5 Severability 89
Section 12.6 Entire Agreement 89
Section 12.7 Successors and Assigns 89
Section 12.8 Third-party Beneficiaries 89
Section 12.9 Amendment and Modification; Waiver 90
Section 12.10 Confidentiality 90
Section 12.11 Governing Law; Forum Selection; Choice of Language 90
Section 12.12 Specific Performance 91
Section 12.13 Limitation on Damages 91
Section 12.14 Privilege 91

(iv)

(v)

Section 12.15 Disclosure Schedules, Exhibits and Schedules... 92
Section 12.16 Guarantee... 93
Section 12.17 Counterparts... 93
EXHIBIT A... A-1
EXHIBIT B... B-1
EXHIBIT C... C-1
EXHIBIT D... D-1
EXHIBIT E... E-1
EXHIBIT F... F-1

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement, dated as of December 8, 2025, is entered into among Southern Peaks Mining L.P, an exempted limited partnership registered in the Cayman Islands (the "Vendor"), acting through its general partner, SPM GP Limited, a Cayman Islands exempted company (the "General Partner"), Adolfo Fernando Vera Fernandez ("Mr. Vera", and together with the Vendor, the "Vendor Parties"), Rio2 Operaciones S.A.C., a closed corporation (sociedad anónima cerrada) existing pursuant to the Laws of Peru (the "Purchaser"), and Rio2 Limited, a corporation existing pursuant to the Laws of the Province of Ontario (the "Parent", and together with the Purchaser, the "Purchaser Parties").

RECITALS

WHEREAS, Compañía Minera Condestable S.A., a corporation (sociedad anónima) existing pursuant to the Laws of Peru ("CMC"), owns the Condestable Mine;

AND WHEREAS, Ariana Management Corporation S.A.C., a closed corporation (sociedad anónima cerrada) existing pursuant to the Laws of Peru ("AMC"), owns 208,241,454 of the issued and outstanding securities in the capital of CMC;

AND WHEREAS, the Vendor owns: (a) 508,089,687 shares in the capital stock of AMC; (b) one of the shares in the capital of SPM Finance Limited, a Cayman Islands exempted company ("SPM Finance"); and (c) 29,039,399 of the shares in the capital stock of Southern Peaks Mining Peru S.A.C., a closed corporation (sociedad anónima cerrada) existing pursuant to the Laws of Peru ("SPM Peru");

AND WHEREAS, Mr. Vera owns: (a) two of the issued and outstanding shares in the capital of AMC; and (b) one of the issued and outstanding shares in the capital of SPM Peru;

AND WHEREAS, the Vendor Parties collectively own 100% of the issued and outstanding securities in the capital of AMC and SPM Peru;

AND WHEREAS, the Purchaser wishes to purchase the SPM Securities, and the Vendor and Mr. Vera wish to sell the SPM Securities to the Purchaser, all upon the terms and conditions set forth herein;

AND WHEREAS, the Parent owns 100% of the issued and outstanding securities in the capital of the Purchaser;

AND WHEREAS, as a condition and material inducement to the Vendor's and Mr. Vera's execution of this Agreement, the Parent wishes to guarantee the obligations of the Purchaser hereunder;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. Interpretation

Section 1.1 Definitions

The following terms have the meanings specified or referred to in this Section 1.1:

(a) “20-Day VWAP” means the VWAP of the Rio2 Shares on the TSX for the 20 trading days ending immediately preceding the applicable date, as reported by the TSX.

(b) “Access Rights” means easements (servidumbres), rights-of-way (servidumbres de paso), surface access rights (derecho de superficie), rights of access, permits, licenses, authorizations, Contract rights, rights of use or possession and other rights, in each case, to obtain physical access to, on, over or under the Condestable Mine (including for ingress and egress, and including in respect of roads, utilities, pipelines, power facilities, communication facilities or other facilities) that are necessary for the operation of, or currently held in respect of, the Business as currently conducted.

(c) “Action” means any claim, action, suit, demand, inquiry, proceeding, audit or investigation by or before any Governmental Authority, or any other arbitration, mediation or similar proceeding.

(d) “Adjusted Consolidated EBITDA” has the meaning set forth in the Vendor Senior Promissory Note.

(e) “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For the purposes of the foregoing, the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise, and for the purpose of Section 5.19 only, “control” (including the terms “controlled by” and “under common control with”) shall additionally include directly or indirectly (i) owning, controlling or having the power to vote 25% of any class of voting securities of a Person, or (ii) controlling in any manner the election of the directors or trustees of the Person.

(f) “Agreement” means this agreement.

(g) “AMC” has the meaning set forth in the recitals to this Agreement.

(h) “AMC Share” and “AMC Shares” have the meanings set forth in Section 4.4(a).

(i) “Amended Statement” has the meaning set forth in Section 7.9(a).

(j) “ANA” means the National Water Authority in Peru.

(k) “Anti-Corruption Laws” means Laws that address or sanction bribery, corruption and other corrupt activities such as breach of trust, malfeasance, collusion, fraud or influence peddling, including: (i) the Corruption of Foreign Public Officials Act (Canada); (ii) the Criminal Code of Canada, including sections 121 (Frauds on the Government, 123 (Municipal Corruption) and 426 (Secret Commissions); (iii) the Foreign Corrupt Practices Act of 1977 of the United States of America; (iv) the Organisation for Economic Cooperation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997; (v) the Código Penal of Peru; and (vi) any other Law from any foreign or domestic jurisdiction relating to anti-corruption or antibribery.

(l) “Anti-Money Laundering Laws” means all financial recordkeeping requirements, “know your customer”, reporting requirements, anti-terrorist financing and anti-money laundering Laws of all applicable jurisdictions issued, administered or enforced by any applicable domestic or foreign Governmental Authority, including (i) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); (ii) the Criminal Code of Canada and the Regulations Establishing a List of Entities (anti-terrorism list); (iii) the Freezing of Assets of Corrupt Foreign Officials Act; (iv) the Cayman Islands Anti-Money Laundering Regulations (As Revised); and (v) the anti-money laundering statutes of Peru, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by a Peruvian Governmental Authority related to money laundering, an underlying money laundering offense or any related financial recordkeeping and reporting requirements.

(m) “AOM” means Ariana Operaciones Mineras S.A.C.

(n) “AOM Restructuring” means, collectively, the transfer of 269,603,313 shares in AOM from AMC to the Vendor in May 2025, pursuant to the terms and conditions of a share purchase agreement entered into between AMC and the Vendor, and the debt capitalizations completed by AOM prior to such transfer.

(o) “Approved Purchaser” means an entity that is (i) incorporated, formed or organized (with a substantial presence), has its primary stock exchange listing, management headquarters, and/or presence of substantial assets in the United States, Canada, Western Europe, Japan, Australia, Peru, Mexico, Brazil, Chile, South Africa, and/or other jurisdictions with substantially equivalent rule of Law environment and ability to enforce judgments, or (ii) is otherwise acceptable to the Vendor, acting reasonably.

(p) “Ariana Mine” means, collectively, the assets comprising the Ariana Mine located in Junín Region, Peru, all as more particularly set out in Section 1.1(p) of the Vendor Disclosure Schedule.

(q) “Ariana Mine Acquisition” means the acquisition by Alpayana S.A.C. from the Vendor of the shares of AOM, the titleholder of the Ariana Mine, pursuant to the terms and conditions of the share purchase agreement by and among the Vendor and Alpayana S.A.C. dated March 30, 2025.

(r) “Associated Rights” has the meaning set forth in Section 12.14(a).

(s) “Average Daily Trading Volume” means the average daily trading volume of the Rio2 Shares on the TSX over the 20 trading days ending immediately preceding the applicable date, as reported by the TSX.

(t) “Books and Records” means all books, records, ledgers, files, and technical information, or other similar information relating to, used in or necessary for the Business, in each case, that are under the control or direction of the Vendor and related to the SPM Entities.

(u) “Bought Deal” means the proposed issuance by the Parent of subscription receipts (which are convertible into a like number of Rio2 Shares) at the Share Consideration Issuance Price for gross proceeds of no less than C$140,000,000 pursuant to a Prospectus Supplement.

(v) “Bought Deal Letter” means the bought deal agreement as described in Section 7.1 of National Instrument 44-101 – Short Form Prospectus Distributions relating to the Bought Deal, including all related exhibits, schedules, annexes, supplements and term sheets attached thereto.

(w) “Business” means the mining, extracting, producing, processing, handling, storing, milling and other processing operations, the planning, exploration, development, and expansion operations, and any other business or operations, conducted by the SPM Entities at or relating to the Condestable Mine as of the Closing Date.

(x) “Business Day” means any day except Saturday, Sunday or any other day on which banks located in Lima, Peru, London, England, George Town, Cayman Islands or Toronto, Canada are authorized or required by Law to be closed for business.

(y) “BVL” means the Bolsa de Valores de Lima, the Lima stock exchange.

(z) “Cash Consideration” means:

(i) the Upfront Cash Consideration as set forth in Section 2.3(a);

(ii) the Deferred Consideration payable in cash as set forth in Section 2.3(d); and

(iii) the repayment of the principal amount of the Vendor Promissory Notes by the Parent.

(aa) “Certificate of Invested Capital” has the meaning set forth in Section 7.9(b)(ii).

(bb) “Change of Control” means:

(i) a consolidation, merger, amalgamation, arrangement, reorganization, acquisition, business combination or similar transaction or series of related transactions affecting the Parent as a result of which the holders of Rio2 Shares prior to the completion of the transaction(s) hold or beneficially own, directly or indirectly, less than 50% of the

outstanding Rio2 Shares or other equity interests of the successor corporation or other entity after completion of the transaction(s);

(ii) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets of the Parent and/or any of its subsidiaries representing, in the aggregate, 50% or more of the book value of the assets of the Parent and/or any of its subsidiaries, taken as a whole, to any other Persons, other than a disposition to a wholly-owned subsidiary in the course of a reorganization of the assets of the Parent and/or its subsidiaries;

(iii) an acquisition by any Person or group of Persons acting jointly or in concert of beneficial ownership of more than 50% of the Rio2 Shares; or

(iv) the board of directors of the Parent adopts a resolution in relation to any transaction(s) referred to in the preceding clauses (i), (ii) or (iii).

(cc) “Claim” has the meaning set forth in Section 9.5(a).

(dd) “Closing” has the meaning set forth in Section 3.1.

(ee) “Closing Date” has the meaning set forth in Section 3.1.

(ff) “Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Parties agree in writing that the Closing shall take place.

(gg) “CMC” means has the meaning set forth in the recitals to this Agreement.

(hh) “CMC Minority Shareholders” has the meaning set forth in Section 4.4(b).

(ii) “CMC Share” and “CMC Shares” have the meanings set forth in Section 4.4(b).

(jj) “Collective Agreement” means any collective agreement (convenio colectivo) or Contract with any trade union (sindicato), association that may qualify as a trade union, council of trade unions, employee bargaining agent, or affiliated bargaining agent, which would cover any of the SPM Employees.

(kk) “Condestable Mine” means, collectively, the assets comprising the mining unit “Acumulación Condestable” (which integrates the mining unit “Raul” and the mining unit “Condestable”) located in the community of Mala in the Mala District, Cañete Province, Lima Department, Peru, all as more particularly set out in Section 1.1(kk) of the Vendor Disclosure Schedule.

(ll) “Consolidated Debt Service” has the meaning set forth in the Vendor Senior Promissory Note.

(mm) “Consolidated EBITDA” has the meaning set forth in the Vendor Senior Promissory Note.

(nn) “Consolidated Net Debt” has the meaning set forth in the Vendor Senior Promissory Note.

(oo) “Constating Documents” means, in respect of a Person that is not an individual, the memorandum of association, articles of association, articles, the exempted limited partnership agreement, by-laws and/or other similar charter documents of such Person.

(pp) “Consideration Shares” means, collectively, any Rio2 Shares issued by the Parent on behalf of the Purchaser in satisfaction of the Share Consideration Amount and the Deferred Consideration (in whole or in part), as applicable. For the avoidance of doubt, such issuance by the Parent shall be deemed a payment made by the Purchaser for all purposes under this Agreement.

(qq) “Contracts” means all legally binding written contracts, leases, mortgages, licences, instruments, notes, commitments, undertakings, indentures, and other agreements.

(rr) “Convertible Securities” means options, warrants, restricted share units, and any other securities convertible into, or exercisable or exchangeable for, or otherwise granting the right to acquire, directly or indirectly, Rio2 Shares.

(ss) “Credit Documents” means, with respect to each Vendor Promissory Note, such Vendor Promissory Note and the agreements described in Exhibit A to which any of the Purchaser Parties or the SPM Entities is a party or is otherwise bound that are contemplated as being delivered under such Vendor Promissory Notes on or prior to the Closing Date.

(tt) “D&O Tail Policy” has the meaning set forth in Section 11.2(b).

(uu) “Debt Service Coverage Ratio” means, as of the date of determination thereof, the ratio of Adjusted Consolidated EBITDA to Consolidated Debt Service.

(vv) “Default Date” means the date of the Parent Financial Statements in which the Leverage Ratio or Debt Service Coverage Ratio breach the applicable thresholds set forth in Section 2.5(e).

(ww) “Deferred Consideration” has the meaning set forth in Section 2.5(a).

(xx) “Deferred Consideration Payment” has the meaning set forth in Section 2.5(a).

(yy) “Direct Claim” has the meaning set forth in Section 9.5(a).

(zz) “Disclosure Schedules” means, collectively, the Vendor Disclosure Schedule and the Purchaser Disclosure Schedule.

(aaa) “Disposal” means any disposal by any means, including dumping, incineration, spraying, pumping, injecting, depositing, or burying.

(bbb) “Dollars” or “$” means the lawful currency of the United States, unless otherwise indicated, and “C$” means the lawful currency of Canada.

(ccc) “DRS Advice” means a direct registration system (DRS) advice, as administered by the Parent’s transfer agent.

(ddd) “Effective Time” means 12:01 a.m. (Toronto time) on the Closing Date.

(eee) “Employee” means an individual who is employed by a Person, whether on a full-time, part-time, temporary or casual basis, and including those temporarily laid off or on vacation, short-term disability, long-term disability, workers’ compensation related leave, pregnancy, maternity, paternity, parental or sick leave or any other statutory or approved leave of absence.

(fff) “Encumbrance” means any mortgage (hipoteca), charge, pledge, garantía mobiliaria, hypothec, security interest, assignment, lien (statutory or otherwise), easement, title retention agreement or arrangement, conditional sale, trust, deemed or statutory trust, restrictive covenant or other encumbrance of any nature which, in substance, secures payment or performance of an obligation.

(ggg) “Environment” means the air, surface water, groundwater (including potable water, navigable water and wetlands), body of water, any land (including surface land and subsurface strata), natural resources, soil or underground space, all living organisms and the interacting natural systems that include components of the air, land, water, and inorganic matters and living organisms, and the environment and the natural environment and as additionally defined in any Environmental Law, and “Environmental” shall have a corresponding meaning.

(hhh) “Environmental Claim” means any Action, Governmental Order, lien, fine or penalty by or from any Person alleging liability of whatever kind or nature (including all costs and expenses and including all liability or responsibility for any investigations, cleanup, governmental response, removal, mitigation, abatement, remediation, prevention, monitoring, damage and injuries) arising out of, based on or resulting from: (i) the presence, Release of, or exposure to any Hazardous Substance at any location and including any adverse effect therefrom; or (ii) any actual or alleged non-compliance with or violation of any Environmental Law or term or condition of any Environmental Permit. For greater certainty, “Environmental Claim” includes any sanction, fine, penalty, enforcement action, administrative proceeding or investigation initiated, conducted or imposed by OEFA, OSINERGMIN, MINEM, ANA, or any Governmental Authority (or any successor or analogous Governmental Authority).

(iii) “Environmental Law” means all Laws relating to: (i) the protection and preservation of the Environment and of plant, animal, or human health and local and indigenous communities; (ii) any Hazardous Substance or any activity, incident, event or occurrence involving Hazardous Substances, including the storage, generation, use, handling, manufacture, processing, transportation, import, export, treatment, Release, threatened Release, possession, holding, presence, existence, distribution, labeling, processing, construction, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Substance, and any corrective action or response with respect to any of the foregoing; or (iii) otherwise imposing liability or standards of conduct concerning the protection and preservation of the Environment and of plant, animal or human health, including all with respect to monitoring, record-keeping, notification, disclosure and reporting relating to clauses (i), (ii) and/or (iii) and all Environmental Permits issued or

required to be issued pursuant to such Laws and legal requirements relating to clauses (i), (ii) and (iii). For greater certainty, under Peruvian Law, “Environmental Law” includes the General Environmental framework and the SEIA system, sector-specific environmental regulations applicable to mining operations, Environmental Quality Standards (ECAs) and Maximum Permissible Limits (LMPs), and any Laws, regulations, supreme decrees, ministerial resolutions, municipal or regional ordinances, binding technical standards, enforcement measures, Governmental Orders and sanctions issued by, administered by, or otherwise within the competence of MINAM, MINEM, SENACE, ANA, OEFA, OSINERGMIN, SERNANP, SERFOR, DIGESA, the Ministry of Culture (with respect to CIRA clearances to the extent applicable as environmental enabling conditions), regional governments and municipalities, and any successor or analogous Governmental Authorities, together with all Environmental Permits issued or required by such Governmental Authorities.

(jjj) “Environmental Permit” means any permit, licence, approval, certificate, registration, notification, letter, clearance, consent, waiver, closure, exemption, decision, or other authorization required under or issued, granted, given, authorized by, or made under or pursuant to any Environmental Law, including under Peruvian Law: (i) environmental certifications under the SEIA (including approvals of Environmental Impact Assessments—EIA-d/EIA-sd, Environmental Declarations—DIA, Technical Support Reports—ITS, modifications and updates), issued by SENACE or, as applicable, MINEM and any successor authority; (ii) authorizations to commence or recommence mining or beneficiation operations (autorización de inicio/re inicio de operaciones) and other environmental-related operational authorizations issued by MINEM; (iii) water use rights, surface or groundwater extraction licences, discharge/effluent authorizations (autorizaciones de vertimiento y/o reuso), and related water permits issued by ANA; (iv) registrations, plans and authorizations for solid and hazardous waste management (including generator registration, handling, transport and temporary storage) required by MINAM, DIGESA and/or the competent municipal authority; (v) approvals, standards and clearances relating to air emissions, noise, vibration and similar matters, including compliance with applicable ECAs (Environmental Quality Standards) and LMPs (Maximum Permissible Limits); (vi) approvals for tailings storage facilities and other waste rock or process-residue facilities (including construction and operation permits) and mine closure plans (Plan de Cierre) and related financial assurance instruments (e.g., surety bonds, letters of guarantee or insurance policies) accepted by MINEM; (vii) permits, licences and authorizations affecting protected areas, conservation easements or biodiversity (including those issued by SERNANP), as well as land-use/forest clearances (autorizaciones de desbosque) and related permits issued by SERFOR, where applicable; (viii) archaeological clearances (CIRA) issued by the Ministry of Culture to the extent required as an environmental enabling condition; and (ix) any filings, registrations, reports, notices or other authorizations recorded with or issued by OEFA, OSINERGMIN, INGEMMET, ANA, SENACE, MINAM, MINEM, SERNANP, SERFOR, DIGESA, regional or local governments, municipalities or any other competent Governmental Authority under Environmental Law.

(kkk) “Equity Value” means $217,000,000.

(111) [Redacted – Information subject to confidentiality restrictions].

(mmm) “Existing Insurance Policies” has the meaning set forth in Section 4.25.

(nnn) “Factored Receivables” means the receivables of Trafigura under the Trafigura Offtake Agreement that have been sold pursuant to the Factoring Facility.

(ooo) “Factoring Facility” means the sale of receivables due from Trafigura pursuant to the terms and conditions of the Trafigura Offtake Agreement by the Vendor or any of the SPM Entities on a discounted basis pursuant to the terms and conditions of the “Contrato Marco para operaciones de descuento, Cobranza Libre, Cobranza garantía para Contenido Crediticio” factoring agreement dated June 4, 2024 by and between Banco Interamericano de Finanzas (BanBif) and CMC.

(ppp) “Final Determination” has the meaning set forth in Section 9.8.

(qqq) “Franco-Nevada Stream Agreement” means the Amended and Restated Purchase and Sale Agreement (Gold and Silver) dated March 27, 2024, by and among the Vendor, AMC, CMC, SPM Finance and Franco-Nevada (Barbados) Corporation.

(rrr) “General Partner” has the meaning set forth in the preamble of this Agreement.

(sss) “Governmental Authority” means any government, federal, regional, provincial, territorial, municipal, local, state, national, international, domestic, or foreign government or political subdivision thereof, or any agency, court, central bank, commission, board, bureau, regulatory entity, administrative body, or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), any stock exchange or any arbitrator, court or tribunal of competent jurisdiction.

(ttt) “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, directive, determination, notice, ruling, decision or award issued or entered by or with any Governmental Authority.

(uuu) “Hazardous Substance” means any material, substance, chemical, waste, product, compound, residual, element, mixture, by-product, solid, liquid, mineral, gas, emission, odour, heat, sound, vibration, radiation, element, noise, dust, smoke, product, particulate or any derivative or combination of the foregoing, in each case whether naturally occurring or man-made, that may impair or adversely affect the Environment, injure or damage property or plant, fish or animal life or harm, impair or adversely affect the enjoyment of property or the health of any individual, and includes any petroleum or petroleum-derived products, tailings, mineral waste, radon, radioactive materials, or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls, fluorinated chemical substances, chemical substances in the per- and polyfluoroalkyl substances (PFAS) family including precursor compounds, and any substance, compound or derivative defined, regulated, prohibited, prescribed, limited or prohibited by a Governmental Authority or any Environmental Laws or which is

otherwise characterized under or pursuant to any Environmental Laws as “hazardous”, “deleterious”, “dangerous”, “waste”, “toxic”, “pollutant”, “contaminant”, “radioactive”, “harmful”, or words of similar meaning.

(vvv) “IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

(www) “Improvements” means buildings, fixtures, improvements, tunnels, adits, drifts, power lines, pipelines, roads, and other similar facilities.

(xxx) “In-The-Money Convertible Securities” means Convertible Securities with an exercise price or conversion price that is below the 20-Day VWAP of the Rio2 Shares.

(yyy) “Indebtedness” of any Person means, without duplication,

(i) indebtedness of such Person for borrowed money, or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, whether current, or secured or unsecured, including:

A. all obligations of such Person evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security;

B. all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);

C. all indebtedness of such Person secured by a purchase money mortgage or other Encumbrance to secure all or part of the purchase price of the property subject to such Encumbrance;

D. all obligations of such Person as lessee under leases which are required to be recognized as capital leases in accordance with IFRS (for the avoidance of doubt, excluding any obligations related to operating leases required to be capitalized on the balance sheet under IFRS 16);

E. the net amounts actually owing or due by such Person under any interest rate and foreign exchange hedging arrangements upon termination, novation or any assignment and assumption of such arrangements, but only to the extent such termination has occurred prior to the relevant measurement time;

F. any liability of such Person in respect of banker’s acceptances, letters of credit or similar arrangement but, in each case, only to the extent drawn; and

G. the unpaid portion of the purchase price of assets, securities, property or services, to the extent due and payable by such Person, or that are contingent, including obligations with respect to the maximum amount for earn-outs, seller notes, post-closing true-up obligations or similar contingent payment arrangements relating to prior acquisitions;

(ii) accrued and unpaid interest in respect of the indebtedness referred to above, together with any fees and expenses that are due and payable in respect thereof, but excluding any penalties, fees, breakage costs, prepayment premiums, or other expenses that become payable upon the consummation of the transactions contemplated herein; and

(iii) all indebtedness referred to above which is directly or indirectly guaranteed by such Person, but only to the extent of a guarantee of payment evidenced in writing and solely to the extent a demand for payment has been made or such guarantee has otherwise been called;

and, for greater certainty, excluding (A) trade payables, accrued expenses, payroll and other obligations occurred in the Ordinary Course, and (B) the value of the upfront deposit amount advanced under the Franco-Nevada Stream Agreement.

(zzz) “Indemnified Party” has the meaning set forth in Section 9.5(a).

(aaaa) “Indemnifying Party” has the meaning set forth in Section 9.5(a).

(bbb) “INGEMMET” means the Geological, Mining and Metallurgical Institute in Peru.

(cccc) “Insurance Policies” has the meaning set forth in Section 7.12.

(dddd) “Intercreditor Agreements” has the meaning set forth in the Vendor Senior Promissory Note.

(eeee) “Interim Period” means the period of time from and including the date of this Agreement to the Closing Time.

(ffff) “Knowledge of the Vendor” or any other similar knowledge qualification means the actual knowledge of Adolfo Vera and Mariano Alarco, after making diligent inquiry of other responsible officers and Employees of the Vendor who would reasonably be expected to have knowledge of the relevant matter, to inform themselves as to such relevant matters, but, in each case, without the requirement to make any inquiries of third parties or Governmental Authorities or to perform any search of any public registry office or system.

(gggg) “Knowledge of the Purchaser” or any other similar knowledge qualification means the actual knowledge of Alex Black, Andrew Cox, and Kathryn Johnson, after making diligent inquiry of other responsible officers and Employees of the Purchaser Parties who would reasonably be expected to have knowledge of the relevant matter, to inform themselves as to such relevant matters, but, in each case, without the requirement to make any inquiries of third parties or Governmental Authorities or to perform any search of any public registry office or system.

(hhhh) “Law” means any applicable statute, law, regulation, rule, ordinance, code, by-law, Governmental Order, constitution, treaty, common law and law in equity, other requirement, or rule of law, legal instrument, writ, injunction, decision, award, directive or decree of any Governmental Authority, or policies, guidelines, notices and protocols of any Governmental Authority, to the extent that they have the force of law.

(iii) “Leakage” means, excluding in each case all Permitted Leakage and without duplication or double counting, each of the following, to the extent it occurs in the Locked Box Period (other than as expressly provided below):

(i) any dividend or other distribution paid or made or agreed to be paid (whether actual or deemed or in kind), transfer or surrender of assets or return of capital (whether by reduction of capital or redemption of shares) by any of the SPM Entities in favour of, or for the benefit of, a Vendor Party or any of their respective Affiliates (excluding the SPM Entities);

(ii) any waiver, deferral, release, forgiveness or discount of any obligations, liability and or amounts owed to any of the SPM Entities by a Vendor Party or any of their respective Affiliates (excluding the SPM Entities);

(iii) any payments made by any of the SPM Entities in respect of any share or capital or other securities of any of the SPM Entities being issued, redeemed, purchased or repaid, or any other return of capital;

(iv) any payment made by (or future benefits granted by) any of the SPM Entities to a Vendor Party or any of their respective Affiliates (excluding the SPM Entities) or for the direct or indirect benefit of any of them on account of any consultant, advisory (including Transaction Expenses), management, monitoring or shareholder fees or services or other fees, charges or compensation of a similar nature;

(v) any sale and/or transfer of assets, rights or other claims, by or to any of the SPM Entities by or to a Vendor Party or any of their respective Affiliates (excluding the SPM Entities), in each case, other than as agreed in writing by the Purchaser;

(vi) any waiver, forgiveness or release (whether conditional or not) of any amount, right, value, benefit, liability or obligation owed or due to any SPM Entity by a Vendor Party or any of their respective Affiliates (excluding the SPM Entities);

(vii) the assumption, indemnification or incurrence (including under any guarantee, indemnity or other security) of any liability or obligation for the benefit of a Vendor Party or any of their respective Affiliates (excluding the SPM Entities);

(viii) the provision of any guarantee or indemnity or the creation of any Encumbrance by any SPM Entity in favour, or for the benefit, of a Vendor Party or any of their respective Affiliates (excluding the SPM Entities);

(ix) any payment made or agreed to be made, or any liability or obligation incurred, by any SPM Entity pursuant to Contract to carry out any of the actions or transactions referred to in the immediately preceding clauses (i) to (viii);

(x) any Taxes relating to a period prior to the Locked Box Date, to the extent not reflected in the Locked Box Accounts

(xi) any fees or expenses contemplated by the agreements listed in Section 4.34 of the Vendor Disclosure Schedule (regardless of whether such fees or expenses are incurred during or after the Locked Box Period); and

(xii) any Tax payable by any of the SPM Entities as a consequence of any of the matters referred to in the immediately preceding clauses (i) to (viii).

(jjjj) “Leverage Ratio” means, as of the date of determination thereof, the ratio of Consolidated Net Debt to Consolidated EBITDA.

(kkkk) “Locked Box Accounts” means, collectively, the combined accounts of the SPM Entities as at September 30, 2025 set forth at Exhibit B, which comprise the combined statements of financial position as of September 30, 2025, the combined statement of comprehensive profit (loss) and other comprehensive income, the combined statement of changes in equity and the combined statement of cash flow for the nine-month period ended September 30, 2025 and the notes thereto.

(llll) “Locked Box Date” means September 30, 2025.

(mmmm) “Locked Box Period” means the period commencing on October 1, 2025 (inclusive) and ending immediately prior to the Effective Time.

(nnnn) “Loss” or “Losses” means actual out-of-pocket losses, damages, liabilities, fines, charges, penalties, costs, or expenses, including reasonable legal fees, but excluding any punitive, exemplary, incidental, consequential, special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or revenue or any damages based on any type of multiple.

(oooo) “Market Capitalization” means, as of the date of determination thereof, an amount equal to (i) the sum of the number of issued and outstanding Rio2 Shares and the number of issued and outstanding In-The-Money Convertible Securities, multiplied by (ii) the 20-Day VWAP.

(pppp) “Mine Plan and Budget” means the mine plan and budget set forth in Section 7.1(b) of the Vendor Disclosure Schedule.

(qqqq) “MINEM” means the Ministry of Energy and Mines in Peru.

(rrrr) “Mining Rights” means, collectively, real property, subsurface rights relating to real property or other interests in real property, including mining concessions, claims,

beneficiation concessions, millsites, tunnel sites, Royalties, mineral interests, mining rights, leases, surface rights, Water Rights and access rights, in each case, necessary for the operation of, or currently held in respect of, the Business as currently conducted.

(ssss) “Misrepresentation” has the meaning set forth in the Securities Act (Ontario).

(tttt) “Modified Mining Royalty” means the statutory mining royalty payable by holders of mining concessions to the Peruvian Government for the exploitation of metallic and non-metallic resources pursuant to the Mining Royalty Law (Law 28258 Ley de Regalia Minera), as amended (by Law 29788) and their complementary regulations, as amended from time to time.

(uuuu) “Mr. Vera” has the meaning set forth in the preamble to this Agreement.

(vvvv) “NI 43-101” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

(wwww) “Non-Cash Consideration” means the portion of the Purchase Price payable by the Purchaser by means other than cash, including:

(i) the Consideration Shares issued in satisfaction of the Share Consideration Amount as set forth in Section 2.3(e); and

(ii) the Consideration Shares issued in satisfaction of the Deferred Consideration as set forth in Section 2.5, as applicable.

(xxxx) “Notice of Claim” has the meaning set forth in Section 9.5(a).

(yyyy) “OCTQX” means the OCTQX Best Market.

(zzzz) “Ordinary Course” with respect to an action taken by a Person, that such action is consistent, in all material respects, with the past practices of such Person, and is taken in the ordinary course of the normal day-to-day operations of the business of such Person and, in the case of the Vendor, includes any write-offs or assignments made in connection with the Franco Nevada Stream Agreement.

(aaaaa) “Outside Date” means March 31, 2026 or such other date that the Parties may mutually agree to in writing.

(bbbbb) “Parent Filings” has the meaning set forth in Section 5.6(e).

(cccc) “Parent Financial Statements” means, collectively, the annual and interim financial statements of the Parent as publicly filed on SEDAR+.

(ddddd) “Parent Material Adverse Effect” means any event, occurrence, fact, condition or change that is or would reasonably be expected to be materially adverse to (i) the business, results of operations, financial condition or assets of the Parent, or (ii) the ability of the Parent to consummate the transactions that are to be completed hereby on or prior to

the Closing.; provided, however, that solely with respect to clause (i) (and not clause (ii)), “Parent Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (A) general economic or political conditions; (B) conditions generally affecting the industries in which the Parent operates; (C) any changes in financial, banking or securities markets in general, including any disruption thereof, changes in prevailing interest rates or capital costs, or declines in any market index; (D) any change in, or decline of the market price or trading volume of the Parent’s securities (provided, that the facts, events occurrences or conditions giving rise to or contributing to such change or decline may be taken into account in determining whether a Parent Material Adverse Effect has occurred); (E) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (F) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Vendor; (G) any change in commodity prices (including copper and gold) or currency exchange rates; (H) any changes in Laws or accounting rules (including IFRS) or the enforcement, implementation or interpretation thereof; (I) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of Employees, customers, suppliers, distributors or others having relationships with the Parent; (J) climatic or other natural events or conditions (including earthquakes, fires, floods, landslides, severe El Niño Effect or any other any natural disaster or weather condition), pandemics, epidemics, national health emergencies or any related governmental measures, including quarantines, lockdowns or similar events; (K) riots, protests, civil unrest, road blockages, lockdowns, strikes, disturbances or similar events; or (L) any failure by the Parent to meet any internal or published projections, forecasts or revenue or earnings predictions (provided, that the facts, events occurrences or conditions giving rise to or contributing to such change or decline may be taken into account in determining whether a Parent Material Adverse Effect has occurred); and, provided, however, that with respect to clauses (E), (H), (J), and (K), such matters do not have a disproportionate effect on the Parent or its business relative to similarly situated mines located in Chile.

(eeeee) “Parties” means, collectively, the Purchaser, the Parent, the Vendor and Mr. Vera, and “Party” means any one of them, as the context requires.

(fffff) “Payment Date” has the meaning set forth in Section 2.5(a).

(ggggg) “Permits” means, collectively, all permits, licences, rights, franchises, concessions, approvals, authorizations, and consents required to be obtained from Governmental Authorities.

(hhhhh) “Permitted Encumbrances” means:

(i) inchoate or statutory Encumbrances for Taxes, royalties, rents or charges not at the time due or payable, or being contested in good faith through appropriate proceedings, and such Encumbrances are not executed on or enforced against any of the assets of the SPM Entities;

(ii) reservations, limitations, provisos and conditions expressed in any grant from a Governmental Authority;

(iii) minor discrepancies in the legal description or acreage of or associated with the SPM Owned Real Property or the SPM Leased Real Property, or any adjoining properties, and any registered easements and registered restrictions or covenants that run with the land, in either case, which do not materially detract from the value of, or materially impair the use of, the SPM Owned Real Property and the SPM Leased Real Property for the purpose of conducting and carrying out exploration, development and mining operations thereon;

(iv) licences, easements, rights-of-way, servitudes and rights in the nature of easements (including, licences, easements, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) which do not materially reduce the value of the assets of the SPM Entities or materially interfere with the use of such assets in the operation of the Business;

(v) the right reserved to or vested in any Governmental Authority by the terms of any lease, licence, franchise, grant or permit acquired by an SPM Entity to terminate any such lease, licence, franchise, grant or permit, or to require annual or other periodic payments as a condition to the continuance thereof;

(vi) Encumbrances granted by CMC to secure performance of statutory obligations or regulatory requirements (including reclamation obligations) in connection with the Condestable Mine, provided, that such Encumbrances do not in the aggregate materially detract from the use of the SPM Owned Real Property and the SPM Leased Real Property for the purpose of conducting and carrying out the Business thereon;

(vii) a right of title retention in connection with the acquisition by CMC of goods in the Ordinary Course;

(viii) Encumbrances given to a public utility or any Governmental Authority when required by such utility or Governmental Authority in connection with the operations of such Person when required by such utility or Governmental Authority in the Ordinary Course;

(ix) Encumbrances resulting from the deposit of cash or securities in connection with contracts (other than contracts for the borrowing of money), tenders, office or warehouse leases, payment of rent under leases, expropriation, proceedings, surety or appeal bonds and costs of litigation when required by Law;

(x) Encumbrances imposed by Law that are incurred in the Ordinary Course and do not relate to Indebtedness, including Encumbrances securing workers' compensation and employment insurance obligations, Encumbrances incidental to construction, mechanics', warehousers', carriers', suppliers, repairers, storage and other similar Encumbrances, and public, statutory and other like obligations incurred in the Ordinary Course (provided, that the obligations secured by such Encumbrances are not yet due

and payable, or if due, are being contested in good faith through appropriate proceedings);

(xi) zoning, land use and building restrictions, by-laws, regulations and ordinances of Governmental Authorities, applicable municipal and other governmental restrictions, including municipal by-laws and regulations, affecting the use of land or the nature of any structures which may be erected thereon, provided, that the applicable SPM Entity is in compliance therewith (or that such compliance is not legally required) in all material respects and, to the extent that compliance is required, such restrictions do not materially reduce the value of the assets of the SPM Entities or materially interfere with the use of such assets in the operation of the Business;

(xii) Encumbrances or any rights of distress that are either (A) required by Law or (B) reserved in or exercisable under any lease or sublease to which an SPM Entity is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease (provided, that in the case of any material lease or sublease, such rent is not then overdue and such Person is then in compliance in all material respects with such terms, and, provided, further, that any such Encumbrances are limited to property located at the premises subject to the applicable lease or sublease);

(xiii) Encumbrances created by a judgment of a court of competent jurisdiction, as long as such judgment is being contested in good faith through appropriate proceedings, any enforcement thereof against the assets of the SPM Entities is stayed and the judgment giving rise to such Encumbrance does not constitute an Event of Default under the Vendor Promissory Notes (as such term is defined in the Vendor Promissory Notes);

(xiv) any rights of set-off in favour of the account bank with respect to any deposit account of an SPM Entity arising in the Ordinary Course and not constituting a financing transaction or the incurrence of Indebtedness;

(xv) Encumbrances over cash or cash equivalents to secure reclamation bonds, performance bonds or like instruments of CMC and incurred in the Ordinary Course;

(xvi) Encumbrances in favour of the Vendor in connection with the Vendor Promissory Notes;

(xvii) Encumbrances securing stream obligations arising from the Franco-Nevada Stream Agreement permitted to be incurred pursuant to the Vendor Promissory Notes;

(xviii) capital leases and purchase money mortgages securing Indebtedness permitted to be incurred pursuant to the Vendor Promissory Notes; and

(xix) the Encumbrances set forth in Section 1.1(hhhhh) of the Vendor Disclosure Schedule.

(iiiii) “Permitted Leakage” means, each of the following, to the extent it occurs during the Locked Box Period (other than as expressly provided below):

(i) any payments, liabilities, costs or expenses to the extent specifically reserved for, provided for, accrued or included in the Locked Box Accounts;

(ii) any payments consistent with the Mine Plan and Budget or Section 1.1(iii) of the Vendor Disclosure Schedule;

(iii) any payments made in the Ordinary Course or as otherwise agreed in writing by the Purchaser, including in respect of directors' fees (including properly incurred expenses), consultancy fees payable or paid by the SPM Entities to any Employee, director, consultant, officer or non-executive director of any SPM Entity pursuant to their employment, director and/or consulting agreements or arrangements in place at the date of this Agreement (including all payroll Taxes and deductions payable thereon);

(iv) any payment made or liability, cost or expense incurred in connection with any matter undertaken at the written request of, or with the prior written consent of, the Purchaser;

(v) any loans, write-offs and/or assignment of receivables, all in the Ordinary Course, owed by and to the Vendor to SPM Entities related to payments made and received in connection with the Franco Nevada Stream Agreement;

(vi) [Redacted – Information subject to confidentiality restrictions];

(vii) [Redacted – Information subject to confidentiality restrictions];

(viii) any sustaining capital expenditures in the Ordinary Course consistent with the Mine Plan and Budget, including mine development, ventilation and general mine infrastructure, plant equipment, mine equipment, geology, tailings and similar expenditure consistent with the Mine Plan and Budget;

(ix) any capital expenditure related to the tailings filter plant, open pit exploration and similar investments consistent with the Mine Plan and Budget;

(x) any payment related to completing the MEIA permitting process, including additional studies and consultant fees

(xi) any payment of interest and amortization of Indebtedness, including leases, coming due in the Ordinary Course;

(xii) [Redacted – Information subject to confidentiality restrictions];

(xiii) [Redacted – Information subject to confidentiality restrictions];

(xiv) [Redacted – Information subject to confidentiality restrictions];

(xv) any Tax liability not already captured above arising to or payable by any SPM Entity as a consequence of any of the matters referred to in clauses (i) - (xi) above; and

(xvi) any Taxes and government royalties incurred in the Ordinary Course.

(jjjjj) “Person” means an individual, corporation, company, exempted company, unlimited liability company, body corporate, partnership, exempted limited partnership, joint venture, Governmental Authority, unincorporated organization, trust, association, or other entity.

(kkkkk) “Peruvian Income Tax Law” means the Legislative Decree N° 774, as amended and complemented from time to time, and as consolidated in Supreme Decree No. 179-2004-EF, that approve the Consolidated Text of the Income Tax Law (Texto Único Ordenado de la Ley del Impuesto a la Renta), as amended and complemented from time to time.

(lllll) “Peruvian Withholding Tax” means the Peruvian Income Tax applied to the Vendor of the SPM Entities regarding the direct transfer of AMC Shares and SPM Peru Shares that must be calculated according to the following formula: (i) Peruvian Withholding Tax = (the portion of the Purchase Price Peru (effectively paid) minus the pro-rata portion of the Tax Basis), multiplied by (ii) 30%.

(mmmmm) “Pre-Locked Box Tax Period” means any Tax or fiscal period beginning before and ending on or before the Locked Box Date, and, with respect to a Straddle Period, the portion of such Tax or fiscal period ending immediately before the Locked Box Date.

(nnnnn) “Pre-Locked Box Taxes” means (i) any and all Taxes of any SPM Entity attributable to any Pre-Locked Box Tax Period, (ii) any and all Taxes of any Person (other than any SPM Entity) imposed on any SPM Entity as a transferee or successor, by Contract or pursuant to any Laws, which Taxes relate to an event or transaction occurring before the Locked Box Date.

(ooooo) “Preliminary Statement” has the meaning set forth in Section 7.9(a).

(ppppp) “Prospectus Supplement” has the meaning set forth in Section 7.4(a).

(qqqqq) “Protected Communications” has the meaning set forth in Section 12.14(a).

(rrrrr) “Purchase Price” has the meaning set forth in Section 2.2.

(sssss) “Purchase Price Peru” means the greater of: (i) the Purchase Price allocated to the Vendor in respect of each of the AMC Shares and SPM Peru Shares as set forth in Exhibit C; and (ii) the fair market value of each of the AMC Shares and the SPM Peru Shares according to the Peruvian Income Tax Law and its regulations and in accordance with the Transfer Pricing Report. For this purpose, the Purchase Price Peru shall be converted into PEN using the average purchase exchange rate published by the Superintendencia de Banca, Seguros y AFP (“SBS”) at the close of the day on which payment of the Purchase Price Peru is made.

(ttttt) “Purchaser” has the meaning set forth in the preamble to this Agreement.

(uuuuu) “Purchaser Data Room” means the electronic documentation site established by Firmex Inc. on behalf of the Purchaser Parties containing the documents set forth in the index included in Section 1.1(uuuuu) of the Purchaser Disclosure Schedule.

(vvvvv) “Purchaser Disclosure Schedule” means the disclosure schedule delivered by the Purchaser concurrently with the execution and delivery of this Agreement.

(wwwww) “Purchaser Fundamental Representations” means, collectively, the Purchaser Parties’ representations and warranties contained in Section 5.1 (Organization of the Purchaser), Section 5.2 (Due Authorization; Execution and Delivery; Enforceability), Section 5.3 (No Conflicts), Section 5.7 (Capitalization), Section 5.8 (Consideration Shares), Section 5.16 (Brokers) and Section 5.18 (Financing).

(xxxxx) “Purchaser Group” has the meaning set forth in Section 12.14(a).

(yyyyy) “Purchaser Indemnification Deductible” has the meaning set forth in Section 9.4(e).

(zzzzz) “Purchaser Parties” has the meanings set forth in the preamble to this Agreement, and “Purchaser Party” means any one of them, as the context requires.

(aaaaa) “Real Property” means, collectively, the SPM Owned Real Property and the SPM Leased Real Property.

(bbbbbb) “Qualified Bank Account” means a bank account with a Peruvian bank or financial institution.

(cccccc) “Release” means any release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, incinerating, spraying, deposit, burying, migrating, abandonment, disposing or allowing to escape or migrate of any Hazardous Substance in, into, onto or through the Environment or as defined in any Environmental Law.

(dddddd) “Representative” means, with respect to any Person, any and all directors, officers, Employees, consultants, financial advisors, counsel, accountants, and other agents of such Person.

(eeeee) “Resale Restrictions” has the meaning set forth in Section 2.7(a).

(fffff) “Resigning Directors and Officers” has the meaning set forth in Section 7.14.

(gggggg) “Rio2 Share” means a common share in the capital of the Parent.

(hhhhhh) “Royalties” means, collectively, royalties, overriding royalties, net profit interests royalties, production payment agreements or other similar payment obligations on or out of a mine’s production, excluding the Franco-Nevada Stream Agreement.

(iiiiii) “S/” or “PEN” means Peruvian sol, the lawful currency of Peru.

(jjjjj) “Sanctions” means, collectively, any anti-terrorism or economic sanction, regulation, statute, official embargo measure or any “Specially Designated Nationals” or “Blocked Persons” lists or any equivalent lists maintained and imposed by the United Nations, the European Union, His Majesty’s Treasury in the United Kingdom, the United States Department of Treasury’s office of Foreign Assets Control, the Government of Canada, the Commonwealth of Australia or any other Governmental Authority with jurisdiction over an SPM Entity or a Purchaser Party, as applicable.

(kkkkkkk) “Securities Laws” means all securities Laws in each of the provinces and territories of Canada, except Quebec, and the respective rules, regulations, instruments, blanket orders and blanket rulings under such Laws together with applicable published policies, policy statements and notices of the securities commissions or securities regulatory authorities in each of the provinces and territories of Canada, except Quebec, and includes the rules, manuals, policies, listing requirements and interpretive guidance of any applicable stock exchange or marketplace (including the TSX), as well as the bylaws, rules and policies of any relevant self-regulatory organization, including the Canadian Investment Regulatory Organization.

(lllll) “Security” means, at any time, the Encumbrances in favour of the Vendor, in its capacity as lender under the respective Vendor Promissory Notes, securing the obligations of the Purchaser Parties and the SPM Entities thereunder and under the other Credit Documents.

(mmmmmm) “SEDAR+” means the System for Electronic Document Analysis and Retrieval Plus.

(nnnnnn) “Set-Off Amount” has the meaning set forth in Section 9.8.

(ooooo) “Share Consideration” means the number of Rio2 Shares equal to the quotient of (i) the Share Consideration Amount, divided by (ii) the Share Consideration Issuance Price.

(pppppp) “Share Consideration Amount” means the amount equal to the sum of: (i) the Purchase Price; minus (ii) the Upfront Cash Consideration; minus (iii) the Vendor Debt Financing Amount; and minus (iv) the Deferred Consideration.

(qqqqqq) “Share Consideration Issuance Price” means $1.6028 (C$2.22) per Rio2 Share.

(rrrrr) “Shelf Prospectus” has the meaning set forth in Section 5.6(f).

(ssssss) “Special Mining Burden” (Gravamen Especial a la Minería) means the additional royalty payable by holders of mining concessions to the Peruvian Government for the sale of metallic resources, pursuant to Law 29790 and its complementary regulations approved by Supreme Decree 173-2011-EF, as amended from time to time.

(tttttt) “SPM Assets” means, collectively, the Condestable Mine and the SPM Owned Mining Concessions, and the mining benefit plan “Acumulación Condestable I.”

(uuuuuu) “SPM Benefit Plans” means, collectively, all employee contractual benefit plans, agreements, programs, policies, practices, material undertakings and supplemental

arrangements (whether oral or written, formal or informal, funded or unfunded) maintained for, available to or otherwise relating to any Employees or former Employees of any of the SPM Entities in the Business, or any spouses, dependents, or survivors of any Employee or former Employee of any of the SPM Entities in the Business, or that pertains to the Business and in respect of which any of the SPM Entities are a party to or bound by or is obligated to contribute or in any way liable, whether or not insured or whether or not subject to any Law, including bonus, commission, deferred compensation, incentive compensation, share purchase, share appreciation, share option, phantom share option, supplemental severance and termination pay, salary continuation, hospitalization, health and other medical benefits including medical or dental treatment or expenses, supplemental life and other supplemental insurance including accident insurance, vision, long-term and short-term disability, salary continuation, supplemental vacation, supplemental unemployment benefits, education assistance, equity or equity-based compensation, change of control benefits, supplemental profit-sharing, mortgage assistance, employee loan, employee assistance, retirement and supplemental retirement plans (including any defined benefit or defined contribution pension plan and any group registered retirement savings plan), supplemental pension, and any other employee benefit plans, programs, policies arrangements and practices except that the term “SPM Benefit Plan” shall not include any statutory plans with which any of the SPM Entities are required to comply by statute, including to family allowance (asignación familiar), profit sharing (participación de los trabajadores en las utilidades), legal bonuses, Compensation for Length of Services (compensación por tiempo de servicios - CTS), vacation payment, vacation indemnity, overtime, paid holidays, accidents insurance, health and life insurance, and mandatory severance.

(vvvvvv) “SPM Employees” means, collectively, the individuals employed by any of the SPM Entities who worked primarily for the Business immediately before the Closing.

(wwwwww) “SPM Entities” means, collectively, AMC, CMC, SPM Peru, and SPM Finance, and “SPM Entity” means any one of them, as the context requires.

(xxxxxx) “SPM Finance” means SPM Finance Limited, a Cayman Islands exempted company.

(yyyyyy) “SPM Finance Share” has the meaning set forth in Section 4.4(d).

(zzzzzz) “SPM Annual Financial Statements” means the unaudited annual combined financial statements of the SPM Entities for the period ended December 31, 2023, the audited annual combined financial statements of the SPM Entities for the period ended December 31, 2024, which, in each case, include the statement of financial position, the statement of comprehensive profit (loss) and other comprehensive income, the statements of changes in equity and the statement of cash flows.

(aaaaaaa) “SPM Group Securities” means, collectively, the SPM Securities and the CMC Shares.

(bbbbbbb) “SPM Interim Financial Statements” means the unaudited interim consolidated financial statements of the SPM Entities for the nine-month period ended September 30, 2025, and its comparative period for the period ended September 30, 2024.

(cccccc) “SPM Leased Mining Concessions” has the meaning set forth in Section 4.16(d).

(dddddd) “SPM Leased Real Property” has the meaning set forth in Section 4.16(b).

(eeeeee) “SPM Material Adverse Effect” means any event, occurrence, fact, condition or change that is or would reasonably be expected to be materially adverse to (i) the business, results of operations, financial condition or assets of the SPM Entities, taken as a whole, or (ii) the ability of the Vendor to consummate the transactions that are to be completed hereby on or prior to the Closing; provided, however, that solely with respect to clause (i) (and not clause (ii)), “SPM Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (A) general economic or political conditions; (B) conditions generally affecting the industries in which the SPM Entities operate; (C) any changes in financial, banking or securities markets in general, including any disruption thereof, changes in prevailing interest rates or capital costs, declines in any market index or the price of any security; (D) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (E) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Purchaser; (F) any change in commodity prices (including copper and gold) or currency exchange rates; (G) any changes in Laws or accounting rules (including IFRS) or the enforcement, implementation or interpretation thereof; (H) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of Employees, customers, suppliers, distributors or others having relationships with the SPM Entities; (I) climatic or other natural events or conditions (including earthquakes, fires, floods, landslides, severe El Niño Effect or any other any natural disaster or weather condition), pandemics, epidemics, national health emergencies or any related government measures, including quarantines, lockdowns or similar events; (J) riots, protests, civil unrest, road blockages, lockdowns, strikes, disturbances or similar events; or (K) any failure by any of the SPM Entities to meet any internal or published projections, forecasts or revenue or earnings predictions (provided, that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); provided, however, that with respect to clauses (D), (G), (I), and (J), such matters do not have a disproportionate effect on the SPM Entities or their business relative to similarly situated mines located in Peru.

(fffffff) “SPM Material Contracts” has the meaning set forth in Section 4.12(a).

(ggggggg) “SPM Owned Mining Concessions” has the meaning set forth in Section 4.16(c).

(hhhhhh) “SPM Owned Real Property” has the meaning set forth in Section 4.16(a).

(iiiiii) “SPM Peru” means Southern Peaks Mining Peru S.A.C., a closed corporation existing pursuant to the Laws of Peru.

(jjjjjj) “SPM Peru Share” and “SPM Peru Shares” have the meanings set forth in Section 4.4(c).

(kkkkkkk) “SPM Securities” means, collectively, (i) the AMC Shares, the SPM Peru Shares and the SPM Finance Share owned by the Vendor, and (ii) the AMC Shares and the SPM Peru Shares owned by Mr. Vera, in each case, as set forth in Exhibit C.

(lllllll) “Statement of Leakage” has the meaning set forth in Section 2.4.

(mmmmmmm) “Straddle Period” means any taxable period of the SPM Entities which begins before the Locked Box Date and ends after the Locked Box Date; provided, that any Taxes attributable to income, gains, transactions, or events occurring prior to the Locked Box Date shall be treated as relating to the pre-Locked Box Date portion of such Straddle Period.

(nnnnnnn) “Stream Assignment Agreement” means an assignment agreement entered into between the Vendor and the Purchaser assigning the Franco-Nevada Stream Agreement to the Purchaser on terms and conditions acceptable to the Parent Parties and the Vendor, each acting reasonably.

(ooooooo) “SUNAT” means the Superintendencia Nacional de Aduanas y de Administración Tributaria, the Peruvian Administrative Tax Authority (for its acronym in Spanish).

(ppppppp) “Takeover Transaction” means: (i) a Change of Control; (ii) any take-over bid, issuer bid, exchange offer, recapitalization, liquidation, dissolution, reorganization, or similar transaction involving the Parent or its subsidiaries; or (iii) adoption by the Parent and/or its subsidiaries of a resolution in relation to any transaction(s) referred to in the preceding clauses (i) or (ii).

(qqqqqqq) “Tax” or “Taxes” means all taxes, surtaxes, duties, levies, imposts, fees, assessments, reassessments, withholdings, dues, mandatory contributions, and other charges of any nature, imposed, or collected by any Governmental Authority, whether disputed or not, including federal, regional, provincial, territorial, state, municipal, and local, foreign, and other income, franchise, capital, real property, personal property, property transfer tax (alcabala), withholding, health, transfer, value added, VAT, alternative, or add on minimum tax including sales, use, consumption, excise, customs, anti-dumping, countervailing, net worth, stamp, registration, franchise, payroll, employment, education, business, school, local improvement, development and occupation taxes, duties, levies, imposts, fees, assessments and withholdings, employment insurance premiums, Complementary Retirement Fund for mining, metallurgical, and steel, Peruvian supervision and regulatory contributions, Peruvian supervision and regulatory contributions (Aportes por Regulación) including OEFA and OSINERGMIN levies), and, without limitation under Peruvian Law, (i) Income Tax (including withholding tax), (ii) Selective Consumption Tax (Impuesto Selectivo al Consumo - ISC), (iii) Financial Transactions Tax (Impuesto a las Transacciones Financieras - ITF), (iv) Temporary Net Assets Tax (Impuesto temporal a los Activos Netos - ITAN), (v) Municipal Promotion Tax (Impuesto de Promoción Municipal - IPM), (vi) municipal taxes including real estate property tax (Impuesto Predial), vehicle tax (Impuesto al Patrimonio Vehicular), (vii)

mining sector levies including the statutory Mining Royalty (Regalia Minera), the Modified Mining Royalty, the Special Mining Tax (Impuesto Especial a la Minería) and the Special Mining Contribution (Gravamen Especial a la Minería), and (viii) mining concession validity fees and penalties (derechos de vigencia y penalidades), and all other taxes and similar governmental charges, levies or assessments of any kind whatsoever imposed by any Governmental Authority including any installment payments, interest, penalties or other additions associated therewith, whether or not disputed.

(rrrrrrr) "Tax Basis" means to the amount in PEN approved by SUNAT through the issuance of the Certificate of Invested Capital in favor of the Vendor in respect of AMC and SPM Peru. Notwithstanding the foregoing, if the Vendor does not deliver the Purchaser a valid Certificate of Invested Capital by SUNAT, the Tax Basis for this purpose shall be zero (0) PEN.

(ssssss) "Tax Returns" means returns, declarations, elections, filings, forms, reports, claims for refund, information returns (declaraciones informativas), or other documents (including any related or supporting schedules, statements or information), and including any amendment thereof, filed or required to be filed with any Governmental Authority in connection with the determination, assessment, reassessment, or collection of Taxes of any Person or the administration of any Law relating to any Taxes.

(ttttttt) "Third-party Claim" has the meaning set forth in Section 9.5(a).

(uuuuuuu) "Trafigura" means Trafigura Pte. Ltd., a company incorporated under the Laws of Singapore, or an Affiliate thereof.

(vvvvvv) "Trafigura Offtake Agreement" means the Copper Concentrates Supply Contract (303-13CM-201-0-P) between CMC and Trafigura dated July 17, 2013.

(wwwwww) [Redacted – Information subject to confidentiality restrictions].

(xxxxxxx) "Transaction Expenses" means, without duplication, all fees, costs and expenses that are the legal obligation of, and payable by, any of the SPM Entities in connection with, triggered by, and as a result of, the execution of this Agreement, to the extent unpaid as at Closing and payable at or prior to Closing, including: (i) any brokerage fees, commissions, finders' fees, or financial advisory fees of financial advisors, brokers or finders engaged by any SPM entity in respect of, or triggered by, the transactions contemplated herein, together with any related out-of-pocket costs and expenses; (ii) any fees, costs and expenses of counsel, accountants or other professional advisors or service providers to any SPM Entity in respect of, or triggered by, the transactions contemplated by this Agreement; and (iii) any transaction bonus, discretionary bonus, change-of-control payment, retention or other compensatory payments payable by any SPM Entity to any current or former officer, director, Employee, independent contractor, consultant or other service provider of any of the SPM Entities as a result of, or triggered by, the transactions contemplated by this Agreement (including the employer portion of any payroll, social security, unemployment or similar Taxes) documented as related to the transactions contemplated herein; in each case, determined on a basis consistent with IFRS.

(yyyyyyy) “Transaction Taxes” means Peruvian Income Tax, penalties, fines, interest, and any other fiscal obligations that arise directly from or in connection with the sale of the SPM Entities contemplated in this Agreement, including:

(i) any capital gains tax, transfer tax, withholding tax, or any other tax required to be calculated, withheld, paid or reported by the Vendor or the Purchaser as a result of the sale or transfer of shares;

(i) any applicable tax above [Redacted – Information subject to confidentiality restrictions] imposed by any Tax authority in connection with the transactions described in Section 1.1(iii)(xii) and Section 1.1(iii)(xiii).

(ii) any penalties, interest, fines or additional amounts imposed by any Tax authority arising from the Vendor’s failure or delay to timely and correctly calculate, declare, pay or file such taxes;

(iii) any tax assessments, claims, audits, investigations or proceedings by Tax authorities related to such taxes and any resulting adjustments or liabilities;

(iv) any obligations to withhold or remit withholding tax on an accelerated or earlier basis than that contemplated under this Agreement as determined by any Tax authority; and

(v) any joint, several or solidary tax liability that, under Peruvian tax law or any other applicable law, may be attributed to the SPM Entities or the Purchaser for such Transaction Taxes, regardless of whether the Vendor has fulfilled their tax obligations.

(zzzzzzz) “Transfer” means, directly or indirectly, offer, sell, contract to sell, grant any option or right to purchase, make any short sale, transfer, assign, gift, enter into any derivative transaction in respect of, or otherwise dispose of, alienate or create any Encumbrance in respect of (or announce any intention to effect the foregoing) any Consideration Shares issued by the Parent to the Vendor pursuant to the terms and conditions of this Agreement.

(aaaaaaa) “Transfer Shares” has the meaning set forth in Section 2.8(c).

(bbbbbbb) “Transfer Pricing Report” has the meaning set forth in Section 7.9(b)(i).

(cccccc) “TSX” means the Toronto Stock Exchange.

(dddddd) “TSX Approval” means the conditional acceptance of the TSX in respect of the Parent’s indirect acquisition of the SPM Securities, the issuance of the Consideration Shares, and the consummation of the transactions contemplated herein.

(eeeeeee) “Upfront Cash Consideration” means $80,000,000.

(fffffff) “VAT” means the Peruvian Value Added Tax (“Impuesto General a las Ventas”).

(ggggggg) “Vendor” has the meaning set forth in the preamble to this Agreement and all references to the Vendor in this Agreement shall be construed as a reference to the Vendor acting through its general partner, the General Partner.

(hhhhhhh) “Vendor Data Room” means the electronic documentation site established by Firmex Inc. on behalf of the Vendor containing the documents set forth in the index included in Section 1.1(hhhhhhh) of the Vendor Disclosure Schedule.

(iiiiii) “Vendor Debt Financing Amount” means the aggregate principal amount of $65,000,000.

(jjjjjjj) “Vendor Disclosure Schedule” means the disclosure schedule delivered by the Vendor concurrently with the execution and delivery of this Agreement.

(kkkkkkkk) “Vendor Fundamental Representations” means, collectively, the Vendor’s representations and warranties contained in Section 4.1 (Organization of the Vendor), Section 4.2 (Due Authorization, Execution and Delivery; Enforceability), Section 4.3 (Organization of the SPM Entities), Section 4.4 (Ownership of the SPM Group Securities), Section 4.5 (No Conflicts) and Section 4.34 (Brokers).

(lllllll) “Vendor Indemnification Deductible” has the meaning set forth in Section 9.4(f).

(mmmmmmmm) “Vendor Promissory Notes” means, collectively, the Vendor Senior Promissory Note and the Vendor Mezzanine Promissory Note, which shall be issued and delivered by Parent directly to the Vendor under which Parent undertakes to pay the applicable portion of the Vendor Debt Financing Amount under this Agreement on behalf of the Purchaser. For the avoidance of doubt, the issuance or delivery of the Vendor Promissory Notes shall not constitute, nor be deemed to constitute, by itself, payment, satisfaction, discharge, settlement or novation of any portion of the Purchase Price, which shall only be deemed paid upon actual receipt by the Vendor of the principal amount of such Vendor Promissory Notes.

(nnnnnnnn) “Vendor Relevant Parties” means, in relation to the Vendor: (i) any direct or indirect member or limited partner of the Vendor; and (ii) any parent undertaking of such limited partners or members of the Vendor; and “Vendor Relevant Party” means any one of the foregoing, as the context requires.

(ooooooo) “Vendor Mezzanine Promissory Note” means the secured promissory note of the Parent in favour of the Vendor in the form attached hereto at Exhibit D.

(pppppppp) “Vendor Parties” has the meaning set forth in the preamble of this Agreement, and “Vendor Party” means any one of them, as the context requires.

(qqqqqqq) “Vendor Senior Promissory Note” means the secured promissory note of the Parent in favour of the Vendor in the form attached hereto at Exhibit E.

(rrrrrrrr) “VWAP” means the volume weighted average trading price of the Rio2 Shares, calculated by dividing the total value by the total volume of the Rio2 Shares traded for the relevant period.

(sssssssss) “Water Rights” means water rights, water use, water discharge, dewatering, pump and treatment licenses, permits and authorizations, water leases and water supply agreements, ditch rights or other interests in water or water conveyance rights necessary for the operation of, or currently held in respect of, the Business as currently conducted.

ARTICLE 2. Purchase and Sale

Section 2.1 Purchase and Sale of SPM Securities

Subject to the terms and conditions set forth herein, at the Closing, the Vendor and Mr. Vera shall sell, assign, transfer, convey, and deliver to the Purchaser, and the Purchaser shall purchase from the Vendor and Mr. Vera, as applicable, free and clear of all Encumbrances, other than the Permitted Encumbrances, the SPM Securities.

Section 2.2 Purchase Price

The aggregate purchase price payable by the Purchaser to the Vendor Parties for the SPM Securities (the “Purchase Price”) shall be an amount equal to: (a) the Equity Value; minus (b) the amount of any Leakage set out in the Statement of Leakage as contemplated in Section 2.4.

Section 2.3 Payment of Purchase Price

The Purchaser shall satisfy (or shall cause to be satisfied) the Purchase Price as follows:

(a) as to $80,000,000, such amount representing the Upfront Cash Consideration, by the Purchaser paying or causing to be paid to or to the order of the Vendor Parties, on the Closing Date in accordance with the percentage allocations set out in Exhibit C, by wire transfer, from a Qualified Bank Account, of immediately available funds to accounts designated in writing by the Vendor and Mr. Vera no less than three Business Days prior to the Closing Date;

(b) as to $55,000,000, such amount representing the portion of the Vendor Debt Financing Amount evidenced by the Vendor Senior Promissory Note, by the Parent delivering to the Vendor, on or prior to Closing, the Vendor Senior Promissory Note, duly executed by the Parent. Payment of such portion of the Purchase Price by the Parent (efecto cancelatorio) shall occur on repayments of the principal amounts under the Vendor Debt Financing;

(c) as to $10,000,000, such amount representing the portion of the Vendor Debt Financing Amount evidenced by the Vendor Mezzanine Promissory Note, by the Parent delivering to the Vendor, on or prior to Closing, the Vendor Mezzanine Promissory Note, duly executed by the Parent. Payment of such portion of the Purchase Price by the Parent (efecto cancelatorio) shall occur on repayments of the principal amounts under the Vendor Debt Financing;

(d) as to $37,000,000, such amount representing the Deferred Consideration, by the Purchaser paying the Deferred Consideration in accordance with Section 2.5; and

(e) as to the balance of the Purchase Price, by the Parent delivering such number of Consideration Shares to the Vendor on the Closing Date as is equal to the Share Consideration Amount in accordance with the instructions designated in writing by the Vendor no less than three Business Days prior to the Closing Date. The delivery by the Parent of such Consideration Shares shall be deemed to satisfy the obligation of the Purchaser to pay the Share Consideration Amount.

Section 2.4 Statement of Leakage

Not less than three Business Days prior to the Closing Date, the Vendor shall prepare and deliver to the Purchaser a statement that sets forth a reasonably detailed calculation of Leakage (the "Statement of Leakage"). The aggregate amount of Leakage set out in the Statement of Leakage shall be taken into account in the calculation of the Purchase Price pursuant to Section 2.2 on a dollar-for-dollar basis.

Section 2.5 Deferred Consideration

(a) Following the Closing Date, the Purchaser shall pay the Vendor an aggregate of $37,000,000 (the "Deferred Consideration"), as follows:

Amount of Deferred Consideration (each, a “Deferred Consideration Payment”)	Payment Date (each, a “Payment Date”)
$5,000,000	December 31, 2027
$10,000,000	December 31, 2028
$5,000,000	December 31, 2029
$17,000,000	December 31, 2030

(b) Each Deferred Consideration Payment shall be payable on the Payment Date specified in Section 2.5(a) in respect of such Deferred Consideration Payment in the form of cash or, provided, that the Parent's Market Capitalization is equal to or above $500,000,000 as of the applicable Payment Date, Rio2 Shares (or a combination thereof), in the Purchaser's sole discretion, with any such Rio2 Shares issued at a deemed price per Rio2 Share equal to the 20-Day VWAP of the Rio2 Shares as of the applicable Payment Date. The delivery by the Parent of Rio2 Shares to satisfy any Deferred Consideration Payment shall be deemed to satisfy the obligation of the Purchaser to pay such Deferred Consideration Payment.

(c) Notwithstanding the Payment Dates set forth in Section 2.5(a), the Deferred Consideration shall become immediately due and payable in cash in connection with the completion of a Change of Control of the Parent by any Person(s) which is not an Approved Purchaser.

(d) Without prejudice to any other rights or remedies available to the Vendor, if the Purchaser does not pay all or any portion of a Deferred Consideration Payment on or before the applicable Payment Date, interest on the overdue Deferred Consideration Payment (or

portion thereof) shall accrue at a rate of 10.0% per annum, calculated annually on the basis of a year consisting of 365 days, from (and including) the applicable Payment Date of the relevant Deferred Consideration Payment to (but excluding) the date of actual payment of such amount. Interest accruing pursuant to this Section 2.5(d) shall be compounded annually on each anniversary of the applicable Payment Date. Interest payable pursuant to Section 2.5(d) shall be due and payable monthly, on the last Business Day of each month. Any portion of a Deferred Consideration Payment that remains unpaid (whether originally payable in cash, Rio2 Shares or any combination thereof) for a period of five Business Days following the Purchaser's receipt of written notice of default in respect of such Deferred Consideration Payment from the Vendor shall, notwithstanding any prior election as to form of payment, be due and payable in cash.

(e) If, at any time following the Closing Date, as reported in any Parent Financial Statements, the:

(i) Leverage Ratio of the Parent exceeds:

A. 4.00:1.00 during the period from June 1, 2026, to December 31, 2026; or
B. 3.50:1.00 during the period from January 1, 2027 until the date on which the Purchaser has satisfied in full all Deferred Consideration Payments (and any interest accrued thereon, if applicable); and

(ii) Debt Service Coverage Ratio is less than (A) for the fiscal quarter ending March 31, 2026, 1.00:1.00; and (B) thereafter, 1.50:1.00, until the date on which the Purchaser has satisfied in full all Deferred Consideration Payments (and any interest accrued thereon, if applicable);

interest shall accrue on all remaining and/or outstanding Deferred Consideration Payments from the date on which the Leverage Ratio exceeds the applicable threshold in Section 2.5(e)(i) or the Debt Service Coverage Ratio falls below the applicable threshold in Section 2.5(e)(ii), as applicable, at a rate of 5.0% per annum (or 15.0% in the case of any overdue Consideration as a result of the interest rates applicable pursuant to Section 2.5(d) and this Section 2.5(e)), calculated annually on the basis of a year consisting of 365 days, from and including the Default Date, and shall be compounded annually on each anniversary of the Default Date. Interest payable pursuant to Section 2.5(e) shall be due and payable on the date of payment of the next Deferred Consideration Payment.

(f) All interest payable by the Purchaser to the Vendor pursuant to Section 2.5(d) and/or Section 2.5(e), if any, shall be paid in cash, in immediately available funds, and free of any deduction or withholding. If any interest payable pursuant to this Section 2.5 is not paid when due, such unpaid amount shall itself bear interest calculated and compounded in accordance with the applicable provisions of this Section 2.5 until paid. If any payment date falls on a day that is not a Business Day, payment shall be made on the next Business Day, and interest shall continue to accrue accordingly. Annual compounding shall occur on the applicable anniversary dates irrespective of whether such date falls on a day that is

not a Business Day. Payments shall be made to the bank account notified by the Vendor in accordance with Section 2.5(g).

(g) No later than five Business Days before the applicable Payment Date, the Vendor shall deliver to the Purchaser a statement indicating the wire transfer instructions for the Vendor, and, on or before the applicable Payment Date, the Purchaser shall pay, by wire transfer, from a Qualified Bank Account, in immediately available funds, to the Vendor (or to an Affiliate as may be directed in writing by the Vendor) the applicable Deferred Consideration Payment.

Section 2.6 Purchase Price Allocation and Payment Imputation

(a) The Purchase Price will be allocated among the Vendor Parties and the SPM Securities as set forth in Exhibit A. Except as otherwise expressly provided in this Agreement (including with respect to the Purchase Price Peru), the foregoing allocation shall be binding on the Parties for all purposes. For greater certainty, any interest and fees payable by the Parent pursuant to the Vendor Promissory Notes shall not be treated as an increase of the Purchase Price.

(b) Any portion of the Purchase Price effectively paid to the Vendor Parties pursuant to Section 2.3 and Section 2.5 shall be imputed among the Vendor Parties and the SPM Securities pro-rata, following the same proportional allocation set forth in Exhibit C.

Section 2.7 Resale Restrictions

(a) The Vendor shall not Transfer any Consideration Shares to any Person (the "Resale Restrictions") until the date that is nine months from the date of issuance of such Consideration Shares (the "Contractual Hold Period").

(b) Notwithstanding the foregoing, the Resale Restrictions shall not apply to any of the following:

(i) any Transfer, deposit, or tender of any or all of the Consideration Shares pursuant to a bona fide third party take-over bid (as defined in the Securities Act (Ontario)) (including any compulsory acquisition following completion of such take-over bid) or any other similar transaction, including a merger, arrangement, business combination or amalgamation (provided, that all Consideration Shares that are not so Transferred, deposited or tendered, if any, remain subject to the Resale Restrictions);

(ii) any Transfer, deposit, or tender of any or all of the Consideration Shares in connection with a Takeover Transaction involving the Parent (provided, that all Consideration Shares that are not so Transferred, deposited or tendered, if any, remain subject to the Resale Restrictions); provided, that if the Takeover Transaction is not completed, the Consideration Shares shall remain subject to the Resale Restrictions;

(iii) any Transfer required by Law;

(iv) any Transfer of Rio2 Shares issued to the Vendor in connection with the Vendor’s exercise of any rights attached to the Consideration Shares or participation in any action of the Parent available to holders of Rio2 Shares, including any rights offering, dividend reinvestment plan, scrip dividend or similar distribution;

(v) any Transfer of any or all of the Consideration Shares to any nominee or custodian (including a trust) where there is no change in beneficial ownership of the Consideration Shares; or

(vi) Transfers to any Affiliate of the Vendor or limited partner of the Vendor, provided, that such Affiliate agrees in writing for the benefit of the Purchaser Parties to be bound by this Section 2.7 pursuant to an instrument in form and substance satisfactory to the Purchaser Parties, acting reasonably.

(c) The DRS Advice evidencing the Consideration Shares will bear a legend evidencing the Resale Restrictions. At the request of the Vendor, the Parent shall take all necessary action to cause the restrictive legend to be removed from the DRS Advice representing the Consideration Shares upon the expiry of the Contractual Hold Period.

Section 2.8 Orderly Sales

During the 12-month period following the expiration of the Contractual Hold Period applicable to any Consideration Shares, the Vendor may Transfer all or any portion of such Consideration Shares held by the Vendor via:

(a) non-prearranged trades through the facilities of the TSX; provided, that the Vendor shall not sell more than 15% of the Average Daily Trading Volume of the Rio2 Shares during any trading day, nor shall the Vendor make any public announcement regarding such sale other than as required by Law;

(b) bona fide widely distributed marketed transactions; or

(c) pre-arranged trades only after giving the Parent five Business Days’ prior written notice of any such proposed Transfer setting forth the material terms of the proposed Transfer and an opportunity to identify and arrange for one or more purchasers to acquire all (but not less than all) of the Consideration Shares proposed to be Transferred by the Vendor (the “Transfer Shares”); provided, that, (i) if the Parent cannot identify and arrange one or more purchasers to acquire all (but not less than all) of the Transfer Shares within such five Business Day period, or (ii) the Vendor (acting reasonably) elects not to Transfer all or any portion of the Transfer Shares to any one or more purchasers identified by the Parent within such five Business Day period, then, in either such case, the Vendor shall have the right to Transfer all or any portion of the Transfer Shares to any one or more Persons following the expiration of such five Business Day period and, for greater certainty, notwithstanding anything contained herein, the Vendor shall not be obligated to Transfer all or any portion of the Transfer Shares to any purchaser(s) identified by the Parent or any other Person;

provided, however, that the restrictions on Transfer set forth in this Section 2.8 shall not apply to: (i) Transfers to Affiliates of the Vendor or limited partners of the Vendor who

agree in writing to be bound by this Section 2.8; or (ii) the circumstances set forth in Section 2.7(b)(i) to Section 2.7(b)(v).

Section 2.9 Withholding Rights

Notwithstanding anything in this Agreement to the contrary, the Purchaser shall be entitled to withhold and deduct from the consideration otherwise payable pursuant to this Agreement such amounts as the Purchaser determines are required to be withheld or deducted according to Peruvian Income Tax Law in connection with any Peruvian Purchase Price effectively paid, from time to time, under Section 2.3 and Section 2.5 of this Agreement. If the Purchaser determines that any withholding or deduction is so required in respect of such payment, the Parties shall use commercially reasonable efforts to cooperate to mitigate any such deduction or withholding to the maximum extent permitted by Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding were made.

ARTICLE 3. Closing

Section 3.1 Closing

Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the "Closing") shall take place electronically, at the Closing Time, effective as of the Effective Time on the fourth Business Day following which all of the conditions to Closing set forth in Article 8 are either satisfied or waived (other than conditions that, by their nature, are to be satisfied or waived on the Closing Date, but assuming the satisfaction or waiver of such conditions, as applicable), or at such other time, date or place as the Vendor (on behalf of the Vendor Parties) and the Purchaser may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the "Closing Date".

Section 3.2 Closing Deliverables

(a) At or prior to the Closing, the Vendor Parties shall deliver, or cause to be delivered, to the Purchaser the following:

(i) SPM Finance Share Transfer Form – a duly executed share transfer form in respect of the SPM Finance Share in favour of the Purchaser;

(ii) SPM Finance Share Register – a copy of the updated register of members of SPM Finance reflecting the Purchaser as holder of the SPM Finance Share;

(iii) AMC Share Certificates (Vendor) – all outstanding share certificates or other instruments representing the AMC Shares held by the Vendor duly cancelled and a newly issued share certificate in respect of such AMC Shares in favour of the Purchaser or as directed by the Purchaser, executed by the Vendor;

(iv) AMC Share Certificates (Mr. Vera) – all outstanding share certificates or other instruments representing the AMC Shares held by Mr. Vera duly cancelled and a newly issued share certificate in respect of such AMC Shares in favour of the Purchaser or as directed by the Purchaser, executed by Mr. Vera;

(v) SPM Peru Share Certificates (Vendor) – all outstanding share certificates or other instruments representing the SPM Peru Shares held by the Vendor duly cancelled and a newly issued share certificate in respect of such SPM Peru Shares in favour of the Purchaser or as directed by the Purchaser, executed by the Vendor;

(vi) SPM Peru Share Certificates (Mr. Vera) – all outstanding share certificates or other instruments representing the SPM Peru Share held by Mr. Vera duly cancelled and a newly issued share certificate in respect of such SPM Peru Share in favour of the Purchaser or as directed by the Purchaser, executed by Mr. Vera;

(vii) AMC and SPM Peru Share Ledgers – entries recorded in the share ledger (Libro de Matrícula de Acciones) of each of AMC and SPM Peru evidencing the transfers set forth in Section 3.2(a)(iii) to Section 3.2(a)(vi), each such entry dated as of the Closing Date, indicating the number, class and certificate numbers of the SPM Securities transferred, the cancellation of the Vendor’s and Mr. Vera’s share certificates and the issuance of new share certificates in the name of the Purchaser, or as directed by the Purchaser, and duly signed by the current general manager of the relevant SPM Entity;

(viii) Director and Officer Resignations – a written resignation and an executed mutual release from each of the Resigning Directors and Officers substantially in a form to be agreed by the Vendor (on behalf of the Vendor Parties) and Purchaser, each acting reasonably, such resignations and releases to be effective as at the Closing Date;

(ix) Certificates of Good Standing – a certificate of good standing (or equivalent) of each of the SPM Entities dated within five Business Days of the Closing Date;

(x) Amended Statement – the Amended Statement, in substance satisfactory to the Purchaser, acting reasonably;

(xi) Transfer Pricing Report – the Transfer Pricing Report;

(xii) Certificate of Invested Capital – the Certificate of Invested Capital;

(xiii) Officer Certificates (Vendor) – the certificates of a senior officer or director of the General Partner, in its capacity as general partner of the Vendor, required by Section 8.2(a), Section 8.2(b), and Section 8.2(d);

(xiv) Books and Records – the Books and Records of each of the SPM Entities;

(xv) Mining Title Opinion – a customary mining title legal opinion of the Vendor’s legal counsel in Peru with respect to the Condestable Mine, in form and substance satisfactory to the Purchaser, acting reasonably;

(xvi) Stream Assignment Agreement – an executed Stream Assignment Agreement;

(xvii) SPM Financial Statements – the following financial statements prepared in accordance with IFRS:

A. audited annual financial statements of the SPM Entities for the most recently completed financial year;

B. unaudited annual financial statements of the SPM Entities for the financial year immediately preceding the most recently completed financial year; and

C. unaudited interim financial statements of the SPM Entities for the most recently completed interim period and comparable period in the preceding financial year;

(xviii) Consents – executed copies of all consents, approvals, orders, authorizations, declarations or filings listed in Section 4.6 of the Vendor Disclosure Schedule; and

(xix) Other Matters – such other customary instruments of transfer, assumptions, filings, or documents, in form and substance reasonably satisfactory to the Purchaser, as may be required to give effect to this Agreement.

(b) At the Closing, the Purchaser shall deliver to the Vendor and Mr. Vera the following:

(i) Upfront Cash Consideration – the Upfront Cash Consideration;

(i) DRS Advice – the DRS Advice evidencing the Rio2 Shares issued to the Vendor in satisfaction of the Share Consideration;

(ii) Certificates of Good Standing – a certificate of good standing (or equivalent) of each of the Purchaser and the Parent dated within five Business days of the Closing Date;

(iii) Stream Assignment Agreement – an executed Stream Assignment Agreement;

(iv) Officer Certificates (Purchaser Parties) – the certificates of a senior officer or director of the Purchaser Parties required by Section 8.3(a), Section 8.3(b), and Section 8.3(c);

(v) Other Matters – such other customary instruments of transfer, assumptions, filings, or documents, in form and substance reasonably satisfactory to the Vendor (on behalf of the Vendor Parties as may be required to give effect to this Agreement);

(vi) Vendor Promissory Note Officer Certificate (Purchaser Parties) – a certificate dated the Closing Date from each of the Purchaser and the Parent, each signed by a senior officer or director thereof, certifying all customary matters and containing certified copies of (A) its constating documents and by-laws (or equivalent), (B) all resolutions of its board of directors or shareholders, as the case may be, approving the borrowing and other matters contemplated by the Vendor Promissory Notes and all other Credit Documents and other documents required to be delivered pursuant to the Vendor

Promissory Notes, and (C) a list of its officers and directors authorized to sign agreements together with their specimen signatures;

(vii) Vendor Promissory Note Officer Certificate (SPM Entities) – a certificate dated the Closing Date from each of AMC, CMC and SPM Finance, each signed by a senior officer or director thereof, certifying all customary matters and containing certified copies of (A) its constating documents and by-laws (or equivalent), (B) all resolutions of its board of directors or shareholders, as the case may be, approving the borrowing and other matters contemplated by the Vendor Promissory Notes and all other Credit Documents and other documents required to be delivered pursuant to the Vendor Promissory Notes, and (C) a list of its officers and directors authorized to sign agreements together with their specimen signatures;

(viii) Payment of Structuring Fees – the structuring fees required by Section 1.7 of each of the Vendor Promissory Notes;

(ix) Credit Documents – the Credit Documents, duly executed, as applicable, other than the Credit Documents that are permitted by the Vendor Promissory Notes to be delivered following Closing;

(x) Intercreditor Agreements – the Intercreditor Agreements, each in a form acceptable to the Vendor, acting reasonably, duly executed by each party thereto other than the Vendor;

(xi) Pledged Securities – subject to the Intercreditor Agreements, certificates representing the equity securities and instruments pledged pursuant to the applicable Credit Document, together with duly executed stock transfer powers in respect thereof, to the extent required under the Vendor Promissory Notes;

(xii) Insurance Policies – certified copies of the insurance policies listed in Exhibit F together with certificates of insurance, showing the Vendor, as lender under the Vendor Promissory Notes, as additional insured (with respect to liability insurance) and loss payee, as its interests may appear (with respect to property insurance), other than as contemplated in the Vendor Promissory Notes; and

(xiii) Legal Opinions – an opinion of counsel to each of the Purchaser, the Parent, and each SPM Entity addressed to the Vendor, as lender under the Vendor Promissory Notes, relating to the status and capacity of such Party, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents to which such Party is a party, and perfection of the security granted pursuant to the applicable Credit Documents to which such Party is a party in the jurisdiction of incorporation of such Party and in any other relevant jurisdiction, and such other matters as the Vendor, in its capacity as lender under the Vendor Promissory Notes, may reasonably request.

ARTICLE 4. Representations and Warranties Relating to the SPM Entities and the SPM Group Securities

Except as set forth in the Vendor Disclosure Schedule, the Vendor represents and warrants to the Purchaser as follows, and acknowledges that the Purchaser is relying on the accuracy of each such representation and warranty in entering into this Agreement and completing the transactions contemplated herein.

Section 4.1 Organization of the Vendor

Each of the Vendor and the General Partner is duly registered, validly existing, and in good standing under the Laws of the Cayman Islands and each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement. The Vendor has the power to own, directly or indirectly, the SPM Group Securities and to carry on the business of the Vendor as currently conducted.

Section 4.2 Due Authorization, Execution and Delivery; Enforceability

The General Partner, in its capacity as the general partner of the Vendor, has the power and capacity to enter into this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery by a director of the General Partner, in its capacity as the general partner of the Vendor, of this Agreement, the performance by the General Partner acting as general partner of the Vendor of the Vendor's obligations hereunder, and the consummation by the General Partner acting as general partner of the Vendor of the transactions contemplated hereby have been duly authorized in accordance with the Vendor's exempted limited partnership agreement. This Agreement has been duly executed and delivered by a director of the General Partner in its capacity as the general partner of the Vendor, on behalf of the Vendor, and (assuming due authorization, execution, and delivery by the Purchaser) this Agreement constitutes a legal, valid, and binding obligation of the General Partner acting as general partner of the Vendor, enforceable against the General Partner acting as general partner of the Vendor in accordance with its terms, subject only to any limitation under Laws relating to: (a) bankruptcy, winding-up, insolvency, restructuring, arrangement and other Laws of general application affecting the enforcement of creditors' rights; and (b) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

Section 4.3 Organization of the SPM Entities

(a) CMC is a corporation (sociedad anónima) duly organized, validly existing, and in good standing under the Laws of Peru and has the necessary power to own, operate, carry on its business as it is now being conducted and to own, hold or lease the assets currently held or leased by it.

(b) AMC is a closed corporation (sociedad anónima cerrada) duly organized, validly existing, and in good standing under the Laws of Peru and has the necessary power to own, operate, and carry on its business as it is now being conducted and to own, hold or lease the assets currently held or leased by it.

(c) SPM Finance is an exempted company duly registered, validly existing, and in good standing under the Laws of the Cayman Islands and has the necessary power to own, operate, and carry on its business as it is now being conducted and to own, hold or lease the assets currently held or leased by it.

(d) SPM Peru is a closed corporation (sociedad anónima cerrada) duly organized, validly existing, and in good standing under the Laws of Peru and has the necessary power to own, operate, and carry on its business as it is now being conducted and to own, hold or lease the assets currently held or leased by it.

Section 4.4 Ownership of SPM Group Securities

(a) The capital stock of AMC is S/508,089,689 represented by 508,089,689 shares (collectively, the “AMC Shares”, and each an “AMC Share”) with a par value of S/1.00 per AMC Share. The Vendor is the recorded and beneficial owner, and has good and valid title to, 508,089,687 AMC Shares, free and clear of all Encumbrances other than Permitted Encumbrances. Mr. Vera is the recorded and beneficial owner, and has good and valid title to, 2 AMC Shares, free and clear of all Encumbrances other than Permitted Encumbrances.

(b) The capital stock of CMC is S/210,142,026 represented by 210,142,026 shares (collectively, the “CMC Shares”, and each an “CMC Share”) with a par value of S/1.00 per CMC Share. AMC is the recorded and beneficial owner, and has good and valid title to, 208,241,454 CMC Shares, free and clear of all Encumbrances other than Permitted Encumbrances. Section 4.4(b) of the Vendor Disclosure Schedule lists the recorded and beneficial owners of the remaining 1,900,572 CMC Shares (the “CMC Minority Shareholders”).

(c) The capital stock of SPM Peru is S/29,039,400 represented by 29,039,400 shares (collectively, the “SPM Peru Shares”, and each a “SPM Peru Share”) with a par value of S/1.00 per SPM Peru Share. The Vendor is the recorded and beneficial owner, and has good and valid title to, 29,039,399 SPM Peru Shares, free and clear of all Encumbrances other than Permitted Encumbrances. Mr. Vera is the recorded and beneficial owner, and has good and valid title to, 1 SPM Peru Share, free and clear of all Encumbrances other than Permitted Encumbrances.

(d) The authorized share capital of SPM Finance is $50,000 divided into 50,000 shares of $1.00 par value each and one such share is issued (the “SPM Finance Share”). The Vendor is the legal and beneficial owner and has good and valid title to the SPM Finance Share, free and clear of all Encumbrances other than Permitted Encumbrances.

(e) All SPM Group Securities have been validly issued in compliance with Laws and are fully paid and non-assessable. None of the SPM Group Securities were issued in violation of any agreement, arrangement, or commitment to which any of the SPM Entities or the Vendor is a party or is subject to or in violation of any pre-emptive or similar rights of any Person. There are no shareholder agreements, voting trust agreements, or other agreements restricting voting or dividend rights or transferability with respect to any of the SPM Group Securities other than in respect of Permitted Encumbrances.

(f) Other than as disclosed in Section 4.4(f) of the Vendor Disclosure Schedule, none of the SPM Entities has any legal or beneficial ownership in any securities, or other ownership, equity, or proprietary interests of any kind, in any other Person and is not bound by any commitment or obligation to acquire any securities or other ownership, equity, or proprietary interests of any kind in any Person.

(g) No person other than Purchaser has any written or oral 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 or acquisition from the Vendor of the SPM Group Securities. Subject to the terms of this Agreement, at the Closing, the Vendor will transfer and deliver to the Purchaser good and valid title to such the SPM Securities, free and clear of all Encumbrances other than Permitted Encumbrances.

Section 4.5 No Conflicts

The execution, delivery, and performance by the Vendor of this Agreement and the consummation of the transactions that are to be completed hereby on or prior to the Closing, do not and will not: (a) result in a violation or breach of any provision of the Constating Documents of the Vendor or the Constating Documents of any of the SPM Entities, resolutions of any of the SPM Entities' board of directors, resolutions of the shareholders or members of any of the SPM Entities, or any shareholders agreement of any of the SPM Entities; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to the Vendor or any of the SPM Entities; or (c) result in a violation or breach of, constitute a default under or result in the acceleration of any SPM Material Contract or any Permit held by any of the SPM Entities; except in the cases of Section 4.5(b) and (c), for any such violation, breach, conflict, default, acceleration or failure to give notice would not have a SPM Material Adverse Effect.

Section 4.6 Consents

(a) Except as disclosed in Section 4.6 of the Vendor Disclosure Schedule, no consent, approval, order or authorization of, or declaration or filing with, any Governmental Authority is required to be obtained or made by the Vendor or any of the SPM Entities as a condition of the lawful completion of the transactions contemplated by this Agreement, which, if not obtained, would have a SPM Material Adverse Effect.

(b) Except as disclosed in Section 4.6 of the Vendor Disclosure Schedule, no consent or approval is required to be obtained under any SPM Material Contract in connection with the consummation of the transactions contemplated by this Agreement.

Section 4.7 Financial Statements

Complete copies of the SPM Annual Financial Statements and SPM Interim Financial Statements are attached at Section 4.7 of the Vendor Disclosure Schedule. The SPM Annual Financial Statements and SPM Interim Financial Statements have been prepared in accordance with IFRS applied on a consistent basis with those of previous fiscal years. The SPM Annual Financial Statements and SPM Interim Financial Statements and the Locked Box Accounts have been prepared by the Vendor in good faith and present fairly in all material respects the financial

condition of the Business as of the respective dates they were prepared and the results of the operations of the Business for the periods indicated by the relevant statements.

Section 4.8 No Indebtedness

Except as disclosed in the SPM Annual Financial Statements, SPM Interim Financial Statements or as disclosed in Section 4.8 of the Vendor Disclosure Schedule, none of the SPM Entities has any outstanding Indebtedness or is party to any binding agreement that obligates it to incur or issue Indebtedness.

Section 4.9 Factoring Arrangements

The aggregate amount of all Factored Receivables is equal to $15,853,000 as of September 30, 2025, the material details of which are set forth in Section 4.9 of the Vendor Disclosure Schedule.

Section 4.10 No Undisclosed Liabilities

As of the Locked Box Date, there are no liabilities of any of the SPM Entities of the type required to be reflected as liabilities on a balance sheet prepared in accordance with IFRS, other than:

(a) liabilities specifically set forth and adequately reserved in the SPM Annual Financial Statements, or the SPM Interim Financial Statements;

(b) liabilities incurred in the Ordinary Course since the date of the SPM Interim Financial Statements; or

Section 4.11 Ordinary Course of Business

Except as expressly contemplated by this Agreement, since December 31, 2023, the SPM Entities have operated the Business in the Ordinary Course.

Section 4.12 Material Contracts

(a) Section 4.12(a) of the Vendor Disclosure Schedule lists each of the Contracts, as of the date hereof, which any SPM Entity is a party or by which it is bound in connection with the Business or the SPM Assets (together with all leases listed in Section 4.16(b) of the Vendor Disclosure Schedule, collectively, the "SPM Material Contracts"):

(i) all Contracts involving the performance of services, delivery of goods or materials, or payments to or by any SPM Entity of an amount or value on an annual basis in excess of $2,000,000;

(ii) all Contracts which cannot be cancelled without penalty of less than $2,000,000 or without more than 90 days' notice;

(iii) all Contracts that relate to the sale of any of the SPM Assets, other than in the Ordinary Course, for consideration in excess of $2,000,000;

(iv) all Contracts that relate to the acquisition of any business or real property (whether by amalgamation, arrangement, sale of shares, sale of assets or otherwise), in each case that pertains to the Business or the SPM Assets;

(v) except for agreements relating to trade receivables, all Contracts relating to Indebtedness of any of the SPM Entities;

(vi) all Contracts between or among any of the SPM Entities on the one hand and any Affiliate of the SPM Entities on the other hand, in each case that pertains to the Business or the SPM Assets;

(vii) Contracts with any labour organization, union, or association, in each case that pertains to the Business; and

(viii) all Contracts, not otherwise covered by Section 4.12(a)(i) to Section 4.12(a)(vii), that the SPM Entities have determined are material to the Business or the SPM Assets.

(b) None of the SPM Entities are in breach of, or default under, any SPM Material Contract, except for such breaches or defaults of an SPM Entity that would not have a SPM Material Adverse Effect.

Section 4.13 Franco-Nevada Stream Agreement

The Franco-Nevada Stream Agreement is in full force and effect and there are no outstanding defaults or breaches on the part of any SPM Entity. There are no “Delay Ounces” (as defined in the Franco-Nevada Stream Agreement) owing as at the date thereof.

Section 4.14 Title to Tangible SPM Personal Property

(a) Section 4.14(a) of the Vendor Disclosure Schedule sets forth all material equipment (including, as applicable, cars, trucks, haul trucks, loaders, shovels, graders, drilling equipment, and other mining and industrial vehicles), machinery (whether mobile or otherwise), drill samples and drill cores, furniture, fixtures, improvements, tooling, and other material tangible personal property of the Business as of the date noted therein (the “Tangible SPM Personal Property”).

(b) The SPM Entities have good and valid title to, or a valid leasehold interest in, all Tangible SPM Personal Property and Improvements included in the SPM Assets, free and clear of Encumbrances except for Permitted Encumbrances.

Section 4.15 Sufficiency of Assets

Subject to Section 4.15 of the Vendor Disclosure Schedule, the SPM Assets constitute all of the material rights, property, and assets necessary to conduct the Business as currently conducted.

Section 4.16 Real Property and Rights

(a) Section 4.16(a) of the Vendor Disclosure Schedule sets forth all real property owned by CMC and exclusively used in connection with the Business (collectively, the “SPM Owned Real Property”). CMC has good and marketable fee simple title to the SPM Owned Real Property, free and clear of all Encumbrances, except (i) Permitted Encumbrances, and (ii) as set forth in Section 4.16(a) of the Vendor Disclosure Schedule.

(b) Section 4.16(b) of the Vendor Disclosure Schedule sets forth all real property leased by CMC used in connection with the Business (collectively, the “SPM Leased Real Property”). CMC holds a valid and enforceable leasehold interest in all such SPM Leased Real Property, free and clear of all Encumbrances except (i) Permitted Encumbrances, and (ii) as set forth in Section 4.16(b) of the Vendor Disclosure Schedule.

(c) Section 4.16(c) of the Vendor Disclosure Schedule sets forth all mining concessions owned by each of CMC and SPM Peru and used in connection with the Business (collectively, the “SPM Owned Mining Concessions”). CMC and SPM Peru each have good and marketable title to the SPM Owned Mining Concessions owned by them, free and clear of all Encumbrances, except (i) Permitted Encumbrances, and (ii) as set forth in Section 4.16(c) of the Vendor Disclosure Schedule.

(d) Section 4.16(d) of the Vendor Disclosure Schedule sets forth all mining concessions leased by CMC and used in connection with the Business (collectively, the “SPM Leased Mining Concessions”). CMC holds a valid and enforceable mining assignment interest in all such mining concessions, free and clear of all Encumbrances, except (i) Permitted Encumbrances, (ii) as set forth in Section 4.16(d) of the Vendor Disclosure Schedule, and (iii) other Encumbrances that do not materially impair the current use of such SPM Leased Mining Concessions.

(e) Section 4.16(e) of the Vendor Disclosure Schedule sets forth all Water Rights held by CMC and used in connection with the Business. CMC holds the Water Rights so disclosed, free and clear of all Encumbrances except (i) Permitted Encumbrances, (ii) as set forth in Section 4.16(e) of the Vendor Disclosure Schedule, and (iii) other Encumbrances that do not materially impair the current use of such Water Rights. To the Knowledge of the Vendor, other than the Water Rights held by CMC, no other Water Rights are required to operate the Business as currently conducted.

(f) Section 4.16(f) of the Vendor Disclosure Schedule sets forth all Royalties to which any SPM Owned Real Property, SPM Leased Real Property, SPM Owned Mining Concessions, and SPM Leased Mining Concessions are subject. None of the Royalties are owned by the Vendor or any Affiliate of the Vendor.

(g) Section 4.16(g) of the Vendor Disclosure Schedule sets forth all material Access Rights held by CMC and used in connection with the Business. CMC the Access Rights so disclosed free and clear of all Encumbrances except (i) Permitted Encumbrances, (ii) as set forth in Section 4.16(g) of the Vendor Disclosure Schedule, and (iii) other Encumbrances that do not materially impair the current use of such Access Rights. To the Knowledge of

the Vendor, other than the Access Rights held by CMC, no other Access Rights are required to operate the Business as currently conducted.

(h) Section 4.16(h) of the Vendor Disclosure Schedule sets forth all benefit concessions owned by CMC and used in connection with the Business. CMC has good and marketable title to the mining benefit concession “Acumulación Condestable I”, free and clear of all Encumbrances, except (i) Permitted Encumbrances, and (ii) as set forth in Section 4.16(h) of the Vendor Disclosure Schedule.

Section 4.17 Properties; Mining Rights

(a) The SPM Entities are the legal and beneficial owners of the SPM Assets, in each case free and clear of any Encumbrances other than Permitted Encumbrances.

(b) To the Knowledge of the Vendor: (i) the Mining Rights comprising part of the SPM Assets are valid and in force, and (ii) as of the date hereof there is no pending application, petition, objection, or other pleading with any Governmental Authority that challenges or questions the validity of any rights of the holder in respect of such material Mining Rights comprising part of the SPM Assets.

(c) There are no material adverse claims against or challenges to the title to or ownership of the SPM Assets and none of the SPM Entities or the Vendor have received any notice of default and, to the Knowledge of the Vendor, no disputes currently exist with respect to any of the terms and provisions of any agreement pursuant to which any material Mining Rights comprising part of the SPM Assets have been granted or are governed.

(d) No person, other than the SPM Entities, has any interest in the production or profits from the SPM Assets other than the Royalties set forth in Section 4.16(f) of the Vendor Disclosure Schedule.

(e) There are no back-in rights, earn-in rights, purchase options or rights of first refusal which would reasonably be expected to materially adversely affect the SPM Assets.

(f) All mining concession validity fees and penalties (derechos de vigencia y penalidades) corresponding to fiscal year 2024 have been timely made.

(g) The current use, possession, operation by the SPM Entities and maintenance of the SPM Assets, is in compliance in all material respects with all Laws (including those relating to zoning and permitting), except for any such violation, breach, conflict, default, acceleration or failure as would not have an SPM Material Adverse Effect,

Section 4.18 Legal Proceedings; Governmental Orders

(a) Except as set forth in Section 4.18(a) of the Vendor Disclosure Schedule, there are no Actions pending or, to the Knowledge of the Vendor, threatened against any of the SPM Entities, which if determined adversely to the SPM Entities would reasonably be expected to result a judgement, fine, or sanction in excess of $500,000.

(b) There are no: (i) Actions pending or, to the Knowledge of the Vendor, threatened against any of the SPM Entities, before or by any Governmental Authority, which, individually or in the aggregate, if determined adversely to the SPM Entities, would reasonably be expected to have a SPM Material Adverse Effect, or (ii) outstanding Governmental Orders against or affecting any of the SPM Entities or any of their properties or assets, which, individually or in the aggregate, if determined adversely to the SPM Entities, would reasonably be expected to have a SPM Material Adverse Effect.

Section 4.19 Compliance With Laws; Permits

(a) Each of the SPM Entities is in all material respects in compliance with all Laws applicable to the conduct of the Business as currently conducted or the ownership and use of the SPM Assets, except for any non-compliance which would not have a SPM Material Adverse Effect.

(b) All material Permits required for the SPM Entities to conduct the Business as currently conducted or for the ownership and use of the SPM Assets have been obtained by the SPM Entities and are valid and in full force and effect in all material respects and there are no Actions, whether actual or pending, to revoke any of them.

(c) None of the representations and warranties in this Section 4.19 shall be deemed to relate to environmental matters (which are governed by Section 4.21), employee benefits matters (which are governed by Section 4.22, employment matters (which are governed by Section 4.23), or tax matters (which are governed by Section 4.24).

Section 4.20 Corporate Records

The corporate records and minute books for each of the SPM Entities are maintained in accordance with all Laws and contain complete and accurate records of all matters required to be dealt with in such books and records, in each case in all material respects and no material meeting, or material action taken by written consent, of any shareholders, members, board of directors or committees of each of the SPM Entities has been held for which minutes have not been prepared and are not contained in such books.

Section 4.21 Environmental Matters

(a) (i) The operations of each of the SPM Entities with respect to the Business and the SPM Assets are and have been during the period of ownership, lease occupation or operation by the applicable SPM Entity in compliance in all material respects with Environmental Laws, (ii) there are no pending Environmental Claims against the Vendor or any of the SPM Entities with respect to the Business, the SPM Assets or the Real Estate, and (iii) neither the Vendor nor any of the SPM Entities has received from any Person any notice, report or demand with respect to the foregoing.

(b) Each of the SPM Entities has obtained and is in material compliance with all Environmental Permits (each of which is disclosed in Section 4.21(b) of the Vendor Disclosure Schedule) necessary for the conduct of the Business as currently conducted or the ownership, lease, operation, or use of the SPM Assets, except for any such violation,

breach, conflict, default, acceleration or failure as would not have an SPM Material Adverse Effect, and the Real Property and all such Environmental Permits are valid and in good standing and there are no Actions, whether actual or pending, to revoke any of them.

(c) The Vendor has made available to the Purchaser in the Vendor Data Room any and all material reports relating to environmental matters that are in the possession or control of the Vendor or the SPM Entities relating to the material SPM Assets and the Real Property and any other material facility or property presently owned, leased, occupied or operated by any of the SPM Entities.

(d) Except as disclosed in Section 4.21(d) of the Vendor Disclosure Schedule, no Hazardous Substances have been generated, treated, stored, processed, combined, mixed, discharged, transported, handled, manufactured, distributed, Released or disposed of, or otherwise placed, deposited in or buried in, on, under, at the Real Property, any other facility or property presently or formerly owned, leased, occupied or operated by any of the SPM Entities, except in compliance in all material respects with Environmental Laws.

(e) To the Knowledge of the Vendor, during the period of ownership, lease occupation or operation by the applicable SPM Entity, there has been no Release or threatened Release of Hazardous Substances by the SPM Entities at any time on, at, in, under or from any Real Property or any other facility or property presently or formerly owned, leased, occupied or operated by any of the SPM Entities, except for any such Release or threatened Release as would not have an SPM Material Adverse Effect.

(f) No Encumbrance has been registered, or recorded under any Environmental Laws or in response to any Release or threatened Release of any Hazardous Substances into the Environment against or with respect to any Real Property, equipment, or processes required for the operations and business of the SPM Entities.

(g) Except as disclosed in Section 4.21(g) of the Vendor Disclosure Schedule, none of the SPM Entities have been charged or convicted of any offence relating to or arising from material non-compliance with Environmental Laws and have not, at any time during the five-year period prior to the date of this Agreement, been fined or otherwise sentenced, ordered to pay any penalties, imprisoned or settled any prosecution short of conviction in any respect relating thereto.

(h) Except as disclosed in Section 4.21(h) of the Vendor Disclosure Schedule, the Vendor and the SPM Entities are not subject to or bound by any Governmental Order and have not assumed, undertaken or provided any indemnity with respect to or otherwise become subject to any obligation for corrective or remedial action of any other Person relating to Environmental Laws.

(i) With respect to the Real Properties and any other facility or property presently or formerly owned, leased, occupied or operated by any of the SPM Entities, during the period of ownership, lease, occupation or operation by the applicable SPM Entity and to the Knowledge of the Vendor, (i) such properties have never been illegally used as a landfill or waste disposal site, (ii) there are no, and there have not been, any underground or above

ground storage tanks, pits, lagoons or waste containment or disposal areas located on, at or in such properties, except in compliance in all material respects with Environmental Laws, and (iii) no Person has been exposed to any Hazardous Substances in, on, under, at or from such properties so as to create or give rise to any current or future material liabilities under Environmental Laws.

Section 4.22 Benefit Plans

(a) Section 4.22(a) of the Vendor Disclosure Schedule contains a true and complete list of all SPM Benefit Plans. No binding promises of benefit improvements under the SPM Benefit Plans have been made except as may be required, or are reasonably anticipated to be required, by Law.

(b) Each SPM Benefit Plan complies in all material respects with all Laws. No SPM Benefit Plan, nor any related trust or other funding medium thereunder, is subject to any current, pending or to the Knowledge of the Vendor, threatened, investigation, examination or other proceeding, action or claim (other than routine claims for payment of benefits) initiated by any Governmental Authority, SPM Employee, beneficiary or dependent covered under any such SPM Benefit Plan, or other Person, and, to the Knowledge of the Vendor there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding.

(c) With respect to each SPM Benefit Plan, true and complete copies of the SPM Benefit Plan and all material Contracts related thereto have been made available to the Purchaser in the Vendor Data Room.

(d) Except as would not reasonably be expected to be material, all contributions or premiums required to be made or paid to the SPM Benefit Plans have, in all material respects, been made or paid when due in accordance with the terms of the SPM Benefit Plans and Law. To the Knowledge of the Vendor, all employee contributions to the SPM Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into the SPM Benefit Plans and SPM has obtained appropriate consents from SPM Employees for such deductions, and, except as would not reasonably be expected to be material, there have been no improper withdrawals, or applications of, the assets of the SPM Benefit Plans. There are no Taxes owing in respect of the SPM Benefit Plans other than Taxes not yet due and payable.

(e) The pension plans included in the SPM Benefit Plans are registered under, and are, in all material respects, in compliance with all Laws, and all reports, returns, and filings required to be made thereunder have been made. Such pension plans have, in all material respects, been administered in accordance with their terms and the provisions of Law. Each pension plan has been funded in accordance with the requirements of such plans based on actuarial assumptions which are appropriate to the SPM Employees. Based on such assumptions, there is no material unfunded liability under any such pension plan. No changes have occurred since the date of the most recent actuarial report provided to the Purchaser in respect of such pension plans which would cause such report to be misleading in any material respect and, since the date of such report, none of the SPM Entities have made or

granted or committed to make or grant any material benefit improvements to which members of the pension plans are or may become entitled which are not reflected in such actuarial report.

(f) Except as set forth in Section 4.22(f) of the Vendor Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not constitute an event under any SPM Benefit Plan or Contract with any SPM Employees, consultants, contractors, agents, directors, or officers, which will result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former Employee, consultant, contractor, agent, director, or officer.

Section 4.23 Employment Matters

(a) Except as set forth in Section 4.23(a) of the Vendor Disclosure Schedule, none of the SPM Entities is a party to, or bound by, any Collective Agreement nor are any of the SPM Entities currently conducting negotiations with any trade union, association that may qualify as a trade union, council of trade unions, employee bargaining agent, or affiliated bargaining agent and during the period of three years preceding the date of this Agreement, to the Knowledge of the Vendor, there has been no attempt to organize, certify, or establish any trade union, association that may qualify as a trade union, council of trade unions, employee bargaining agent, or affiliated bargaining agent in relation to any of the SPM Employees, and there has not been, nor, to the Knowledge of the Vendor, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime, or other similar labour activity or dispute affecting the Business or any of the SPM Employees.

(b) Each of the SPM Entities is in compliance in all material respects with all Laws pertaining to employment and employment practices to the extent they relate to the SPM Employees. Except as set forth in Section 4.23(b) of the Vendor Disclosure Schedule, actual, pending or outstanding suits, actions, grievances, charges, applications, claims, orders, investigations, audits, or complaints against any of the SPM Entities under any employment Laws, nor have there been any charges, applications, claims, orders, or complaints against any of the SPM Entities under any employment Laws within the period of three years preceding the date of this Agreement. Each of the SPM Entities has paid in full all amounts owed under applicable workers' compensation Laws and there are no circumstances which would permit or require a reassessment, penalty, surcharge, or other additional payment under such Laws. There are no outstanding charges or orders requiring any of the SPM Entities to comply with applicable occupational health and safety Laws.

(c) All accrued obligations in respect of Employees of each of the SPM Entities for vacation pay and banked vacation entitlement, holiday pay, overtime pay or time-off entitlement, sick pay or banked sick leave, premiums for employment or unemployment insurance, accrued employee compensation, and SPM Benefit Plan payments or premiums will have been paid or discharged as of the Closing Date.

(d) All agreements, policies, plans that provide for the payment of any material retention payment, change of control or golden parachute payment with respect to any SPM

Employees, consultants, contractors, agents, directors, or officers of any of the SPM Entities are set forth in Section 4.23(d) of the Vendor Disclosure Schedule.

Section 4.24 Taxes

(a) Each of the SPM Entities is resident for Taxes in the jurisdiction in which it is incorporated and is not a resident of Canada for the purposes of the Income Tax Act (Canada). Each of the SPM Entities is not, nor has it ever been since incorporation, liable for Taxes or obliged to file a Tax Return in any jurisdiction other than its place of incorporation by virtue of having a place of business or permanent establishment in such other jurisdiction. No claim has ever been made by any Governmental Authority, other than from its jurisdiction of incorporation, that it is or may be subject to taxation by that jurisdiction or is required to file Tax Returns in that jurisdiction.

(b) Each of the SPM Entities has duly filed on a timely basis with the appropriate Governmental Authority all Tax Returns required to be filed by it. All such Tax Returns were complete and accurate in all material respects. Except as set forth in Section 4.24(b) of the Vendor Disclosure Schedule, each of the SPM Entities has paid all Taxes which are due and payable (including all installments and prepayments of Tax as required by Laws). There are no Encumbrances for Taxes on any of the SPM Assets other than Permitted Encumbrances.

(c) All material taxable transactions during the 2025 fiscal year, including the AOM Restructuring and the Ariana Mine Acquisition, have been accurately reflected and adequately provided for in the SPM Interim Financial Statements.

(d) Materially adequate provision has been made in the SPM Annual Financial Statements and SPM Interim Financial Statements for all Taxes for the periods covered by the SPM Annual Financial Statements and SPM Interim Financial Statements, respectively, including any Taxes related to the AOM Restructuring and Ariana Mine Acquisition. To the Knowledge of the Vendor, the SPM Entities have no liability for Taxes other than those provided for in the SPM Annual Financial Statements and those arising in the Ordinary Course since the period covered by the SPM Annual Financial Statements.

(e) Copies of (i) all Tax Returns filed in respect of the five fiscal years of each of the SPM Entities ending prior to the date hereof, and (ii) all Tax Returns filed with a Governmental Authority in respect of the current fiscal year of each of the SPM Entities, have been provided to the Purchaser.

(f) There are no agreements, waivers, or other arrangements providing for an extension of time for any of the SPM Entities to file any Tax Return or pay any Taxes or for any Governmental Authority to examine any Tax Return filed by any of the SPM Entities or levy any assessment.

(g) Each of the SPM Entities has, in all material respects, withheld from each payment made, or deemed to have been made, to any Person the amount of all Taxes and other deductions required to be withheld therefrom and has paid the same to the proper Tax or other receiving authorities within the time required under any Laws.

(h) Each of the SPM Entities has collected all material amounts required to be collected by it on account of Taxes and remitted to the appropriate Tax authority when required by Law to do so all such amounts collected by it.

(i) Except as set forth in Section 4.24(i) of the Vendor Disclosure Schedule, there are no Actions pending or, to the Knowledge of the Vendor, threatened in writing against any of the SPM Entities in respect of Taxes, nor are there any material matters under discussion by any of the SPM Entities with any Governmental Authority relating to Taxes.

(j) None of the SPM Entities (i) are a party to, bound by, or obligated under any Tax allocation, indemnity, or sharing contract or arrangement, and (ii) are liable for the Taxes of any other Person as a transferee or successor, by contract or otherwise.

(k) The value of consideration paid or received by any of the SPM Entities in respect of the acquisition, sale or transfer of any property, or the provision of any services to or from any Person which it is considered a related party pursuant to the Peruvian Income Tax Law has been equal to the fair market value of such property acquired, sold or transferred or services provided.

(l) The terms and conditions made or imposed in respect of every transaction (or series of transactions) between the SPM Entities and any Person with which it is considered a related party pursuant to the Peruvian Income Tax Law do not differ from those that would have been made between persons dealing at arm's length, and the SPM Entities have prepared and retained all Tax records or documents required by Law in respect of such transactions.

(m) The SPM Entities have not claimed any reserve, credit, or deduction for Tax purposes if, as a result of such claim, any amount could be included in their income for a taxation period ending after the Closing Date.

(n) The SPM Securities are not "taxable Canadian property" (within the meaning of the Income Tax Act (Canada)) of the Vendor.

Section 4.25 Compliance with Anti-Corruption Laws

(a) Since December 31, 2022, none of the SPM Entities or, to the knowledge of Vendor, any of the Employees of any of the SPM Entities acting on behalf of any of the SPM Entities, has taken, committed to take or been alleged to have taken any action which would cause it to be in violation of any applicable Anti-Corruption Laws or Anti-Money Laundering Laws.

(b) Prior to December 31, 2022, to the knowledge of the Vendor, none of the SPM Entities, or to the knowledge of the Vendor, any of the Employees of any of the SPM Entities acting on behalf of any of the SPM Entities has taken, committed to take or been alleged to have taken any action which would cause it to be in violation of any applicable Anti-Corruption Laws or Anti-Money Laundering Laws.

Section 4.26 Insurance

Section 4.26 of the Vendor Disclosure Schedule sets out true, accurate, and complete list of all insurance policies in force as at the date hereof with respect to the Business (the “Existing Insurance Policies”) that are maintained by the SPM Entities or by the Vendor on behalf of the SPM Entities, specifying in each case, the name of the insurer, the type of policy, the amount of the coverage, the amount of the deductible, the policy number, and any pending claims under the policy relating to the Business. Neither the SPM Entities nor the Vendor are in default in any material respect with respect to any of the provisions contained in any Existing Insurance Policy. Neither the SPM Entities nor the Vendor have failed to give any notice or present any material claim under any Existing Insurance Policy in a due and timely manner.

Section 4.27 Books and Records

The financial books, records, and accounts of the SPM Entities that pertain to the Business or the SPM Assets have been maintained in accordance with IFRS and fairly reflect in all material respects the material transactions and dispositions pertaining to the Business or the SPM Assets, as applicable. The corporate records of the SPM Entities have been maintained in compliance in all material respects with Laws.

Section 4.28 Plants and Facilities

The buildings and structures comprising the SPM Assets are free of any material structural defects, reasonable wear and tear excepted. The heating, ventilating, plumbing, drainage, electrical, and air conditioning systems and all other systems comprising the SPM Assets and all related fixtures, machinery, equipment, tools, furniture, furnishings, and materials are in good working order and repair, fully operational and free of any material defect, except for normal wear and tear.

Section 4.29 Computer Systems

(a) The computer systems comprising the SPM Assets are sufficient, in all material respects, to meet the data processing and other computing needs of the Business and its operations as presently conducted and such computer systems function, operate, process and compute in accordance with all Laws and generally accepted industry standards.

(b) To the Knowledge of the Vendor, the computer systems comprising the SPM Assets are free, in all material respect, from viruses and disabling codes and devices, and the Vendor has taken, and will continue to take in the Ordinary Course, consistent with past practice, all reasonable steps and implement all reasonable procedures necessary to ensure, so far as reasonably possible, that such systems are free from viruses and disabling codes and devices and will remain so until the Closing Date.

(c) The Vendor has in place appropriate backup systems and disaster recovery plans, procedures, and facilities necessary to ensure the continuing availability and functionality provided by the computer systems comprising the SPM Assets in the event of any malfunction or other form of disaster affecting such computer systems and has taken all reasonable steps and implemented all reasonable procedures to safeguard such computer systems and restrict unauthorized access thereto.

Section 4.30 Expropriation

During the period of ownership, lease, occupation or operation by the applicable SPM Entity, no material part of the property or assets of any of the SPM Entities has been taken, condemned, or expropriated by any Governmental Authority nor has any written notice or proceeding in respect thereof been given or commenced nor, to the Knowledge of the Vendor, is there any communicated intent or proposal to give such notice or commence any such proceedings.

Section 4.31 Accuracy of Information

The Vendor has been provided to the Purchaser reasonable access to all material exploration and production information and data, including all material geological, geophysical, environmental, engineering, and geochemical interpretive and similar information and data, and all material drill, sample and assay results, logs of drill holes, land surveys and maps, in each case in the Vendor's or the SPM Entities' possession or control, concerning the material Mining Rights comprising part of the SPM Assets.

Section 4.32 Bankruptcy, Insolvency and Reorganization

None of the SPM Entities are an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or under the Peruvian Ley General del Sistema Concursal, as applicable. None of the SPM Entities have made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. No act or proceeding has been taken or authorized by any of the SPM Entities with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution nor, to the Knowledge of the Vendor, have any such proceedings been threatened by any other Person. No receiver has been appointed in respect of any of the SPM Entities or any of their respective property or assets and no execution or distress upon any material SPM Assets.

Section 4.33 Related Party Transactions

Except as contemplated by this Agreement or otherwise disclosed in Section 4.33 of the Vendor Disclosure Schedule, there are no material agreements, Contracts (other than employment arrangements or independent contractor arrangements) with, or other material financial obligations to, for the benefit of, or with any officer or director of any of the SPM Entities, or any of their respective immediate family members, affiliates, or associates.

Section 4.34 Brokers

Except as disclosed in Section 4.34 of the Vendor Disclosure Schedule, no broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission payable by any of the SPM Entities or the Vendor in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Vendor.

Section 4.35 Absence of Certain Changes

Since the Locked Box Date, there has not been any change, effect, event, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a SPM Material Adverse Effect.

Section 4.36 Disclaimer of Warranties

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT IS THE EXPLICIT INTENT OF THE PARTIES HERETO THAT THE VENDOR, THE SPM ENTITIES, AND THEIR RESPECTIVE AFFILIATES ARE NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY OF ANY OF THE SPM ASSETS), BEYOND THOSE EXPRESSLY GIVEN BY THE VENDOR IN THIS ARTICLE 4. IT IS UNDERSTOOD THAT ANY ESTIMATES, FORECASTS, PROJECTIONS, FINANCIAL MODELS, MINE PLANS RESERVE OR RESOURCE ESTIMATES OR OTHER PREDICTIONS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED OR MADE AVAILABLE TO THE PURCHASER PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES ARE NOT, AND SHALL NOT BE DEEMED TO BE, REPRESENTATIONS AND WARRANTIES OF THE VENDOR, THE SPM ENTITIES, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES.

ARTICLE 5. Representations and Warranties of the Purchaser Parties

Except as set forth in the Purchaser Disclosure Schedule, the Purchaser Parties represent and warrant to the Vendor Parties as follows, and acknowledge that the Vendor Parties are relying on the accuracy of each such representation and warranty in entering into this Agreement and completing the transactions contemplated herein.

Section 5.1 Organization of the Purchaser Parties

(a) The Parent is a corporation duly organized, validly existing, and in good standing under the Laws of Ontario.

(b) The Purchaser is a closed corporation (sociedad anónima cerrada) duly organized, validly existing, and in good standing under the Laws of Peru.

Section 5.2 Due Authorization, Execution and Delivery; Enforceability

Each Purchaser Party has the corporate power and capacity to enter into this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated herein. The execution and delivery by each Purchaser Party of this Agreement, the performance by such Purchaser Party of its obligations hereunder, and the consummation by such Purchaser Party of the transactions contemplated herein have been duly authorized by all requisite corporate action on behalf of such Purchaser Party. No action has been taken, as of the date of this Agreement, to amend, or supersede such determinations, resolutions or authorizations of the board of directors of

such Purchaser Party. This Agreement has been duly executed and delivered by each Purchaser Party, and (assuming due authorization, execution, and delivery by the Vendor), this Agreement constitutes a legal, valid, and binding obligation of each Purchaser Party enforceable against such Purchaser Party in accordance with its terms, subject only to any limitation under Laws relating to: (a) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights; and (b) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

Section 5.3 No Conflicts

The execution, delivery, and performance by each Purchaser Party of this Agreement and the consummation of the transactions that are to be completed hereby on or prior to the Closing, do not and will not: (a) result in a violation or breach of any provision of the Constating Documents of such Purchaser Party or any resolutions of such Purchaser Party's board of directors or shareholders; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to such Purchaser Party; or (c) except as set forth in Section 5.3 of the Purchaser Disclosure Schedule, conflict with, result in a violation or breach of, constitute a default under, or result in the acceleration of any agreement to which such Purchaser Party is a party, except in the cases of Section 5.3(b) and (c), where the violation, breach, conflict, default, acceleration, or failure to give notice would not have a material adverse effect on the Purchaser's ability to consummate the transactions contemplated herein.

Section 5.4 Consents

Other than the TSX Approval, no consent, approval, order or authorization of, or declaration or filing with, any Governmental Authority or any other third party is required to be obtained or made by the Purchaser Parties in connection with the consummation of the transactions contemplated by this Agreement.

Section 5.5 Qualification to do Business

Each Purchaser Party is registered, licenced or otherwise qualified to do business under the Laws of the jurisdictions in which the character of its properties, owned or leased, or the nature of its activities make such registration necessary, from time to time, except where the failure to be so registered, licenced or qualified would not reasonably be expected to affect adversely the ability of such Purchaser Party to enter into this Agreement or to perform, or cause to be performed, its obligations hereunder, or to have, individually or in the aggregate, a Purchaser Material Adverse Effect. Each Purchaser Party has all the power, and capacity to carry on its business and to own or lease and operate its property and assets as now carried on and owned or leased and operated.

Section 5.6 Securities Law Matters

(a) The Parent is a "reporting issuer" or equivalent thereof in each of the provinces and territories of Canada, except for Quebec, and is not in default in any material respect of any Securities Laws applicable to such jurisdictions or the rules and regulations of the TSX, the BVL, and the OCTQX, and has not received any correspondence or notice from any securities commission or similar securities regulatory authority in any of the provinces or

territories of Canada concerning a review of any of Parent's continuous disclosure documents in respect of which any matters remain outstanding.

(b) The Purchase Entities have not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in, under Securities Laws or otherwise, the stabilization or manipulation of the price of any of its securities to facilitate the sale or resale of the Share Consideration.

(c) The Rio2 Shares are listed for trading on the TSX, the BVL, and the OCTQX. The Parent is not subject to regulation by any other stock exchange. No delisting, suspension of trading in or cease trading order with respect to any securities of the Parent and, to the Knowledge of the Parent, no inquiry or investigation (formal or informal) of any Governmental Authority, the TSX, the BVL, or the OCTQX is in effect or ongoing or, to the Knowledge of the Purchaser, expected to be implemented or undertaken. To the Knowledge of the Purchaser, no current director or officer of the Parent or of any of its subsidiaries has received any objection from any Governmental Authority or stock exchange as to his or her serving as a director or officer of the Parent or any of its subsidiaries.

(d) The Parent is not subject to any cease trade or other order of the TSX, the BVL, the OCTQX, or any Governmental Authority preventing or suspending the trading of any securities of the Parent, preventing the issuance of the Share Consideration or otherwise, and, to the Knowledge of the Purchaser, no such investigation or proceeding is pending, contemplated or threatened.

(e) The Parent has filed or furnished, as applicable, all material documents and technical reports, together with amendments thereto, required to be filed by it in accordance with Laws with the applicable securities commissions or similar regulatory authorities in Canada (the "Parent Filings"). As of their respective dates of filing (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such amendment or subsequent filing), the information and statements set forth in the Parent Filings were true, correct and complete in all material respects and did not contain any Misrepresentation, and the Parent has not filed any confidential material change report still maintained on a confidential basis.

(f) The Parent has filed its short form final base shelf prospectus dated October 16, 2024 as amended on December 8, 2025 (the "Shelf Prospectus") and all other documents required to be filed therewith under applicable Securities Laws with the securities regulatory authorities in accordance with applicable Securities Laws and has obtained a receipt for the Shelf Prospectus from the British Columbia Securities Commission (as the principal regulator) confirming that a final receipt has been issued, or is deemed to have been issued for the Shelf Prospectus by the securities regulatory authorities of each of the provinces and territories of Canada except Quebec.

Section 5.7 Capitalization

The authorized share capital of the Parent consists of an unlimited number of common shares, of which 429,873,781 are issued and outstanding as of the date of this Agreement, all of which have

been duly authorized and validly issued and are fully paid and non-assessable common shares in the capital of the Parent, all of which are free and clear of all Encumbrances with marketable title thereto. As of the date of this Agreement, there are not outstanding any outstanding obligation of the Parent to repurchase, redeem, or otherwise acquire any of the issued and outstanding shares of the Parent. Upon completion of the transactions contemplated by this Agreement, the Vendor will have good and valid title to the Consideration Shares, free and clear of all Encumbrances other than those restrictions on transfer, if any, contained in the articles of the Parent and pursuant to Laws.

Section 5.8 Consideration Shares

The Consideration Shares will be, when issued in accordance with the terms of this Agreement, duly authorized, validly issued, fully paid and non-assessable shares in the capital of the Parent, free and clear of all Encumbrances. The Consideration Shares will be registered in the name of Vendor and will be issued in compliance with Canadian corporate and Securities Laws, and the Vendor will have good and legal title to, and beneficial ownership of, such Consideration Shares. Subject to standard and customary post-closing conditions of the TSX, all Consideration Shares will be at the time of such issuance duly listed and posted for trading on the TSX, the BVL, and the OCTQX, without any limitations on the sale or transfer thereof, except for limitations set forth in Section 2.6. Subject only to the restrictions set forth Section 2.6, the Consideration Shares will be freely tradeable by the holder thereof, and following the expiration of the Contractual Hold Period, the Vendor will have the right to direct Parent and/or its transfer agent and registrar to remove any restrictive legend appearing on the certificate or DRS Advice representing the Consideration Shares.

Section 5.9 Bankruptcy, Insolvency and Reorganization

None of the Purchaser Parties is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada). None of the Purchaser Parties have made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. No act or proceeding has been taken or authorized by any Purchaser Party with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution nor, to the knowledge of the Purchaser have any such proceedings been threatened by any other Person. No receiver has been appointed in respect of any Purchaser Party or any of their respective properties or assets and no execution or distress has been levied upon any material assets of any Purchaser Party. Assuming that the representations and warranties of the Vendor contained in this Agreement are true and correct in all materials respects, after giving effect to the transactions contemplated by this Agreement, at and immediately after the Closing, each Purchaser Party (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay the probable liability on its recourse debts or other contingent liabilities as they mature or become due), (ii) will not be left with unreasonably small capital and liquidity with which to engage in its business, and (iii) will not have incurred and does not plan as of the Closing Time to incur debts beyond its ability to pay as they mature or become due.

Section 5.10 Shareholders' and Similar Agreements

The Parent is not subject to any unanimous shareholders agreement or party to any shareholder, pooling, voting, voting trust or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Parent or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in the Parent.

Section 5.11 Financial Statements

(a) The Parent Financial Statements have been prepared in accordance with IFRS, are correct and complete and present fairly in all material respects, in accordance with IFRS applied on a consistent basis throughout the period involved, the financial condition and position of the Parent as at the dates thereof, and reflect all assets, liabilities and obligations (absolute, accrued, contingent or otherwise) of the Parent (on a consolidated basis) as at the dates thereof required to be disclosed by IFRS, and include all adjustments necessary for a fair presentation, do not contain or reflect any material inaccuracies or discrepancies.

(b) The Parent maintains a system of internal control over financial reporting that complies with the requirements of National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings, designed by the Parent's chief executive officer and chief financial officer, or under their supervision, to ensure the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Parent is not aware of any material weaknesses in its internal control over financial reporting. Parent maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information required to be disclosed by the Parent under applicable securities Laws is recorded, processed, summarized and reported within the time periods specified under applicable Securities Laws and that information required to be disclosed by the Parent under applicable Securities Laws is accumulated and communicated to the Parent's management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Section 5.12 Compliance with Anti-Corruption Laws and Anti-Money Laundering Laws

(a) Since December 31, 2022, neither the Parent nor, to the knowledge of Purchaser, any of the Employees of the Purchaser Parties acting on behalf of any Purchaser Party, has taken, committed to take or been alleged to have taken any action which would cause it to be in violation of any applicable Anti-Corruption Laws or applicable Anti-Money Laundering Laws.

(b) The Purchase Price (to the extent paid in cash by the Purchaser (excluding any amount from the Vendor Debt Financing)) has not been satisfied using funds derived directly or indirectly from any action that would breach Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.

Section 5.13 No Material Change

There has not been any material change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Parent from the position set forth in the Parent Financial

Statements and the Parent has not incurred or suffered a Parent Material Adverse Effect since December 31, 2023 and since that date there have been no material facts, transactions, events or occurrences which would have reasonably be expected to have a Parent Material Adverse Effect which have not been disclosed in the Parent Filings.

Section 5.14 Ordinary Course of Business

Except as disclosed in Section 5.14 of the Purchaser Disclosure Schedule or as disclosed in the Parent Filings, from December 31, 2023, until the date of this Agreement, the business of the Parent has been conducted in the Ordinary Course and there has been no Parent Material Adverse Effect with respect to such business.

Section 5.15 No Reliance

The Purchaser Parties acknowledges that neither the Vendor nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the SPM Entities, the Business, or other matters except as expressly provided in Article 4.

Section 5.16 Brokers

Except as set forth in Section 5.16 of the Purchaser Disclosure Schedule, no broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the Purchaser Parties.

Section 5.17 Legal Proceedings; Governmental Orders

(a) There are no Actions pending or, to the Knowledge of the Purchaser, threatened against any Purchaser Party, which if determined adversely to such Purchaser Party would reasonably be expected to have a Purchaser Material Adverse Effect.

(b) There are no: (i) Actions pending or, to the Knowledge of the Purchaser, threatened against any of the Purchaser Parties, before or by any Governmental Authority, which, individually or in the aggregate, if determined adversely to such Purchaser Party, would reasonably be expected to have a Purchaser Material Adverse Effect; or (ii) outstanding Governmental Orders against or affecting any of the Purchaser Parties or any of their properties or assets, which, individually or in the aggregate, if determined adversely to such Purchaser Party, would reasonably be expected to have a Purchaser Material Adverse Effect.

Section 5.18 Financing

The Purchaser will have on the Closing Date, sufficient cash, available lines of credit or other sources of immediately available funds or committed financing to enable the Purchaser to make payment of the Upfront Cash Consideration at Closing and any other amounts payable by the Purchaser hereunder without breach or amendment of existing lines of credit or other financing facilities. Prior to, or concurrently with, the execution and delivery of this Agreement, the Purchaser has delivered to the Vendor a true and complete executed copy of the Bought Deal

Letter, which is unamended as of the date hereof. The commitments contained in the Bought Deal Letter have not been withdrawn, terminated or rescinded in any respect and are not subject to any condition precedent other than the conditions expressly set forth therein. As of the date hereof: (a) the Bought Deal Letter is in full force and effect and is a legal, valid and binding obligation of the Parent and, to the Knowledge of the Purchaser, the other parties thereto, enforceable in accordance with its terms (subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction), (b) no amendment or modification to the Bought Deal Letter is contemplated; and (c) no event or condition has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Parent under the Bought Deal Letter, or excuse the other parties thereto from their commitments thereunder. As of the date hereof, the Purchaser Parties have no knowledge of any facts or circumstances or any reason to believe that any facts or circumstances exist that would be reasonably likely to result in any of the conditions set forth in the Bought Deal Letter not being satisfied or the funding of the Bought Deal not being made available on the Closing Date. There are no side letters, arrangements or other Contracts to which the Purchaser Parties or any of their respective Affiliates is a party which could reasonably be expected to adversely affect the Bought Deal pursuant to the terms of the Bought Deal Letter.

Section 5.19 United States Presence

Neither of the Purchaser Parties nor any of their Affiliates (a) are incorporated, formed or organized under the laws of the United States of America; or (b) have established any presence in the United States of America (including by way of a representative office or branch).

Section 5.20 Taxes

The Purchaser is resident for Tax purposes in the jurisdiction in which it is incorporated.

Section 5.21 Disclaimer of Warranties

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT IS THE EXPLICIT INTENT OF THE PARTIES HERETO THAT NEITHER THE PURCHASER PARTIES NOR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN BY THE PURCHASER PARTIES IN THIS ARTICLE 5. IT IS UNDERSTOOD THAT ANY ESTIMATES, FORECASTS, PROJECTIONS, FINANCIAL MODELS OR OTHER PREDICTIONS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED OR MADE AVAILABLE TO THE VENDOR OR ANY OF ITS AFFILIATES OR ITS OR THEIR RESPECTIVE REPRESENTATIVES ARE NOT, AND SHALL NOT BE DEEMED TO BE, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES, OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES.

ARTICLE 6. No Other Representations and Warranties

Section 6.1 No Other Representations and Warranties of the Vendor

Except for the representations and warranties contained in Article 4 (including the related portions of the Vendor Disclosure Schedule), neither the Vendor nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Vendor, including any representation or warranty as to the accuracy or completeness of any information regarding SPM, AMC, SPM Finance, SPM Peru, the Business or the SPM Group Securities, furnished or made available to the Purchaser Parties and their Representatives (including any information, documents or material delivered to the Purchaser Parties or otherwise made available to the Purchaser Parties in the Vendor Data Room, management presentations or in any other form in expectation of the transactions contemplated herein) or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise.

Section 6.2 No Other Representations and Warranties of the Purchaser Parties

Except for the representations and warranties contained in Article 5 (including the related portions of the Purchaser Disclosure Schedule), no Purchaser Party nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Purchaser Parties, including any representation or warranty as to the accuracy or completeness of any information regarding the Purchaser Parties, furnished or made available to the Vendor and its Representatives (including any information, documents or material delivered to the Vendor or otherwise made available to the Vendor in the Purchaser Data Room, management presentations or in any other form in expectation of the transactions contemplated herein) or as to the future revenue or profitability, or any representation or warranty arising from statute or otherwise.

ARTICLE 7. Pre-Closing Covenants

Section 7.1 Conduct of Business Before the Closing

(a) During the Interim Period, except as (i) otherwise provided in this Agreement (including Section 7.1(b)); (ii) required pursuant to Law; (iii) consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); or (iv) as required to reasonably respond to an emergency or disaster at the Condestable Mine or any other Real Property (including the right to take forthwith any action required to ensure the safety and integrity of the Business and the Employees of the SPM Entities), the Vendor shall cause the SPM Entities to conduct the Business, in all material respects, in the Ordinary Course, and the Vendor shall use commercially reasonable efforts to maintain and preserve, in all material respects, each of the SPM Entities' business, assets (including, for greater certainty, the SPM Assets), goodwill, and business relationships with other Persons with whom each of the SPM Entities has business relations.

(b) During the Interim Period, the Vendor shall conduct its mining operations in accordance with the Mine Plan and Budget (as the Mine Plan and Budget may be revised from time to

time in the Ordinary Course to reflect any operational conditions or circumstances that may arise during the Interim Period) in all material respects.

(c) Without limiting the generality of Section 7.1(a) or Section 7.1(b), during the Interim Period, except with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), as required or permitted pursuant to this Agreement (including in connection with or related to any Permitted Leakage), as set out in Section 7.1(c) of the Vendor Disclosure Schedule, or in the Ordinary Course, the Vendor shall not, permit any of the SPM Entities to, directly or indirectly, other than in the Ordinary Course:

(i) amend its Constating Documents;

(ii) split, combine, consolidate, or reclassify any shares of its capital stock or declare, set aside, or pay any dividend or other distribution thereon (whether in cash, stock or property or any combination thereof), or amend or modify any term of any outstanding debt security;

(iii) redeem, purchase, or otherwise acquire or offer to redeem, purchase, or otherwise acquire any shares of its capital stock or any of its outstanding securities;

(iv) issue, deliver, sell, pledge, or otherwise encumber, or authorize the issuance, delivery, sale, pledge, or other encumbrance of any shares of its capital stock or other equity or voting interests, or any options, warrants, or similar rights or convertible securities exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or any stock appreciation rights, phantom stock awards, or other rights that are linked to the price or the value of SPM Securities;

(v) reduce its stated capital or reorganize, arrange, restructure, amalgamate, or merge with any Person;

(vi) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of any of the SPM Entities;

(vii) acquire (by merger, consolidation, acquisition of stock or assets, or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests, or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $250,000 in the aggregate for all such transactions;

(viii) sell, pledge, lease, dispose of, lose the right to use, mortgage, license, encumber (other than a Permitted Encumbrance), or otherwise transfer any of the SPM Assets having a value greater than $250,000 in the aggregate;

(ix) make or commit to making any capital expenditures having a value exceeding $250,000 in the aggregate;

(x) amend or modify, or terminate or waive any material right under, any SPM Material Contract or enter into any Contract that would be an SPM Material Contract in effect

on the Closing Date, other than the Franco-Nevada Stream Agreement in connection with the Stream Assignment Agreement or renewals on substantially the same terms or amendments, waivers or terminations in the Ordinary Course;

(xi) in respect of any SPM Assets, waive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to amend, modify or change, any existing material Permit, right to use, lease or Contract;

(xii) amend, modify or terminate, cancel or let lapse any material Existing Insurance Policies, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing in Canada, Peru or Cayman Islands providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies are entered into;

(xiii) forgive any outstanding Indebtedness having a value exceeding $250,000, except intercompany receivables with respect to payments pursuant to the Franco-Nevada Stream Agreement;

(xiv) increase, create, incur, assume, or otherwise become liable for any Indebtedness for borrowed money or guarantees thereof except for capital leases or Indebtedness solely among the SPM Entities;

(xv) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person;

(xvi) enter into any interest rate, currency, equity, or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments other than quotation period hedges with respect to concentrate deliveries to Trafigura;

(xvii) settle or compromise any Tax claim, assessment, reassessment or liability, file any new or amended Tax Return or Tax election or change or revoke any Tax Return or Tax election, enter into any agreement with a Governmental Authority with respect to Taxes, surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any Tax matter, or amend or change any of its methods, Tax policies, or principles of reporting income, deductions or accounting for income Tax purposes except as may be required by Law;

(xviii) make any change in the SPM Entities' methods of accounting, except as required by concurrent changes in IFRS;

(xix) grant any material increase in the rate of wages, salaries, bonuses, or other remuneration of any SPM Employee or independent contractor or make any material bonus or profit-sharing distribution or similar payment;

(xx) (A) adopt, enter into, or amend any SPM Benefit Plan; (B) pay any benefit to any director or officer of any of the SPM Entities or to any SPM Employee that is not required under the terms of any SPM Benefit Plan in effect on the date of this Agreement; (C) grant, accelerate, increase or otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of any of the SPM Entities or to any SPM Employee; (D) make any determination under any SPM Benefit Plan that is not in the Ordinary Course; or (E) take or propose any action to effect any of the foregoing;

(xxi) cancel, waive, release, assign, settle, or compromise any material claims or rights or take any action or fail to take any action that would result in termination of any material claims or rights;

(xxii) commence, waive, release, assign, settle, compromise, or settle any litigation, proceeding, or governmental investigation relating to the SPM Assets or the Business in excess of an aggregate amount of $250,000;

(xxiii) enter into or adopt any Collective Agreement, other than negotiations of renewals of Collective Agreements in the Ordinary Course;

(xxiv) enter into any Contract with any broker, finder or investment banker; or

(xxv) authorize, agree, resolve, or otherwise commit, whether or not in writing, to do any of the foregoing.

(d) During the Interim Period, the Parent shall:

(i) make all necessary filings and applications under Laws, including Securities Laws, required to be made on the part of the Parent in connection with the transactions contemplated by this Agreement, including the issuance of the Consideration Shares, and promptly satisfy all conditions of the TSX Approval (and shall keep the Vendor apprised of all material developments in connection therewith and provide copies to the Vendor of all material correspondence, applications and other documents relating thereto), and take all reasonable action necessary to be in compliance with Laws in connection therewith;

(ii) ensure that its mining operations are conducted in a commercially prudent manner in compliance with, in all material respects, Laws, applicable Permits and other applicable authorizations, and accepted international mining, processing, engineering and environmental, social and governance practices prevailing in the mining industry;

(iii) cause to be taken all necessary corporate action to allot and reserve for issuance the Consideration Shares, and for such Consideration Shares to be freely tradeable immediately after issuance, except as provided by Securities Laws and the Resale Restrictions;

(iv) use commercially reasonable efforts to maintain its status as a “reporting issuer” or equivalent thereof in each of the provinces and territories of Canada, except for Quebec,

provided, that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Parent and provided, further, that this covenant shall not prevent the Parent from completing any transaction which would result in the Parent ceasing to be a “reporting issuer” so long as the holders of Rio2 Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Rio2 Shares have approved the transaction in accordance with the requirements of all Laws, including corporate Laws and Securities Laws;

(v) use commercially reasonable efforts to maintain its listing on the TSX (or any securities exchange, market or trading or quotation facility on which the Rio2 Shares are then listed or quoted) or on such other recognized stock exchange, provided, that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Parent and provided, further, that this covenant shall not prevent the Parent from completing any transaction which would result in the Parent ceasing to be listed on the TSX (or any securities exchange, market or trading or quotation facility on which the Rio2 Shares are then listed or quoted) so long as the holders of Rio2 Shares receive securities of an entity which is listed on a recognized stock exchange or cash or the holders of the Rio2 Shares have approved the transaction in accordance with the requirements of applicable corporate Laws and Securities Laws;

(vi) take all reasonable action necessary to comply with Securities Laws, including making all necessary filings consistent with Securities Laws; and

(vii) do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights; and

(viii) not:

A. take any action or agree to any restriction that would or would reasonably be expected to adversely impact the Parent’s ability to issue any of the Consideration Shares;

B. amend, alter or repeal any provision of its Constating Documents in a manner that adversely affects the holders of Rio2 Shares;

C. make any adverse changes to the rights, privileges, restrictions or conditions of any class of shares of the Parent;

D. create, or authorize the creation of, or issue or obligate itself to issue any other shares, equity security, equity-linked securities or security convertible into or exercisable for any shares or equity security of the Parent having rights, privileges, preferences, powers, restrictions and conditions senior to the Rio2 Shares, including with respect to the distribution of assets on the liquidation, dissolution or winding up of the Parent, the payment of dividends and rights of redemption (or recharacterize, reclassify, alter or amend any existing security to have such rights, privileges, restrictions, preferences, powers, and conditions including with respect to the

distribution of assets on the liquidation, dissolution or winding up of the Parent, the payment of dividends and rights of redemption);

E. split, combine or reclassify the Rio2 Shares;

F. adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of the Parent; or

G. authorize, agree, resolve or otherwise commit to do any of the foregoing.

(e) During the Interim Period, the Purchaser shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights.

Section 7.2 Access to Information

(a) During the Interim Period, the Vendor shall: (i) afford the Purchaser Parties and their Representatives reasonable access to and the right to inspect all of the Real Property (at their own sole risk), properties, assets, premises, books and records, and other documents and data related to the Business and the SPM Entities, provided, that visits to such Real Property shall be no more frequent than one visit per calendar month; (ii) furnish the Purchaser Parties and their Representatives with such financial, operating and other data and information related to the Business and the SPM Entities as the Purchaser Parties or any of their Representatives may reasonably request; and (iii) instruct the Representatives of the Vendor to reasonably co-operate with the Purchaser Parties in their investigation of the Business and the SPM Entities; provided, that any such access or investigation contemplated in this Section 7.2(a) shall be conducted during normal business hours upon reasonable advance written notice to the Vendor, under the supervision of the Vendor's personnel, in compliance with all of the Vendor's health, safety and environmental regulations and procedures, and in such a manner as not to interfere with the normal operations of the SPM Entities or the Business. The Purchaser Parties shall indemnify and save harmless the Vendor and its Affiliates and their personnel from and against any and all Losses suffered or incurred by them arising out of or in connection with or in any way referable to, whether directly or indirectly, any access or investigation by the Purchaser Parties or their respective personnel, including bodily injuries or death at any time resulting therefrom or damage to property. All requests by the Purchaser Parties for access under this Section 7.2(a) shall be submitted or directed in writing exclusively to such individual(s) as the Vendor may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Vendor shall not be required to disclose any information to the Purchaser Parties if such disclosure would, in the Vendor's sole discretion: (A) jeopardize any solicitor-client, litigation, or other privilege; or (B) contravene any Law, fiduciary duty, or Contract. Prior to the Closing, without the prior written consent of the Vendor (which may not be unreasonably withheld) the Purchaser Parties shall not contact any suppliers to, or customers of, the SPM Entities or the Business, and the Purchaser Parties shall have no right to perform invasive or subsurface investigations of the Real Property.

(b) Notwithstanding anything else contained herein, the Purchaser Parties are permitted to conduct searches in the applicable public registries related to the Vendor, the SPM Entities, and the Condestable Mine.

Section 7.3 Transaction Financing

(a) The Purchaser Parties shall use their reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to:

(i) consummate and obtain the proceeds under the Bought Deal on the terms and conditions described in the Bought Deal Letter as promptly as possible, including: (A) maintaining the Bought Deal Letter in full force and effect in accordance with its terms; (B) negotiating definitive agreements in respect of the Bought Deal on the terms and conditions contained in the Bought Deal Letter; (C) satisfying or obtaining the waiver of all conditions applicable to the Purchaser Parties in the Bought Deal Letter (and any definitive documentation related thereto); (D) consummating the Bought Deal on or prior to the Closing Time; (E) enforcing their rights under the Bought Deal Letter (and any definitive documentation related thereto), including in the event of a breach by any applicable underwriter counterparty thereto that would reasonably be expected to prevent or delay the consummation of the transactions contemplated herein; and (F) cause the underwriter(s) to fund the Bought Deal by no later than the Closing Time;

(ii) keep the Vendor reasonably informed with respect to all material activity concerning the status of the Bought Deal and any material developments relating thereto, deliver to the Vendor true, correct and complete copies of any executed definitive agreements and documentation entered into in connection with the Bought Deal promptly when available, and upon request by the Vendor, the Parent will provide the Vendor with information, in reasonable detail, with respect to the current status of all material activity concerning arranging and obtaining the Bought Deal. Without limiting the foregoing, the Parent shall notify the Vendor, as promptly as practicable: (A) of any termination of the Bought Deal; (B) of any actual, potential or threatened breach or default by any party to the Bought Deal Letter of which the Purchaser Parties become aware; (C) of the receipt of any written notice or other written communication from any underwriter with respect to any actual, potential or threatened default, breach, termination or repudiation of the Bought Deal or any definitive agreement relating to the Bought Deal, in each case, by any party thereto; or (D) if the Parent determines in good faith that it will not be able to satisfy any of the obligations to, or otherwise not be able to obtain, some or any portion of the Bought Deal on the terms, in the manner or from the sources contemplated by the Bought Deal Letter, as applicable, prior to the Closing Date;

(iii) not amend, supplement or modify, or waive any provision under, the Bought Deal Letter without the prior written consent of the Vendor, if such amendment, supplement, modification or waiver would or would reasonably be expected to prevent or delay the consummation of the transactions contemplated thereunder, provided that the Parent shall not amend, supplement, or otherwise modify or waive any provision under the Bought Deal Letter in a manner that would:

A. reduce the aggregate amount of net proceeds available from the Bought Deal to an amount that, together with the Vendor Debt Financing and the other immediately available financial resources of the Purchaser Parties, would be insufficient to consummate the transactions contemplated by this Agreement in accordance with the terms and conditions hereof; or

B. impose new or additional conditions precedent or otherwise expand, amend or modify any of the conditions precedent to the funding of the Bought Deal, in a manner that would or would reasonably be expected to prevent or delay the consummation of the transactions contemplated thereunder; and

(iv) not release or consent to the termination of the obligations of the underwriters under the Bought Deal Letter, except for assignments and replacements of individual underwriters under the terms of, and only in connection with, the syndication of the Bought Deal pursuant to the Bought Deal Letter.

(b) The Vendor shall, prior to the Closing, use commercially reasonable efforts to provide to the Parent such cooperation as is reasonably required to assist the Parent in satisfying the conditions under any component of the Bought Deal contemplated by the Bought Deal Letter, including providing, or causing the provision of, customary authorization letters, customary legal opinions, management presentations, due diligence materials, access to senior management and other information customarily required by underwriters in similar transactions, provided, that: (i) the Vendor shall not be required to provide any guarantee or security in connection therewith that is effective prior to the Closing Time and in no event shall the Vendor or any of the SPM Entities be required to provide any guarantee or security in connection therewith; (ii) the Vendor (and each of the SPM Entities) shall only be required to furnish the Parent with such information that is readily available or that can be practically produced without undue cost or burden (it being agreed among the Parties that the cost of legal counsel in connection with the provision of customary legal opinions shall not constitute an undue cost or burden); (iii) the Vendor shall not be required to (or to cause any of the SPM Entities to) cooperate in connection therewith to the extent that the Vendor reasonably believes that doing so would: (A) result in the loss of solicitor-client, work product or other privilege; (B) unduly interfere with the ordinary course conduct of the business of any of the SPM Entities or result in the disclosure of any trade secrets of third parties; or (C) breach, contravene or violate any Law or any contractual obligations (including confidentiality obligations) to which the Vendor or any of the SPM Entities is party or by which any of them is bound.

(c) The Purchaser Parties agree to indemnify and hold the Vendor Parties and each of the SPM Entities harmless from and against all losses incurred by the Vendor Parties and any of the SPM Entities in connection with cooperating with the Purchaser Parties in connection with Section 7.3 (other than those incurred due to or the result of the gross negligence, willful misconduct or fraud of the Vendor Parties or any of the SPM Entities).

Section 7.4 Prospectus

(a) In connection with the Bought Deal, as promptly as practicable, but no later than two Business Days after the date of this Agreement, the Parent shall use its reasonable best efforts to prepare and file with the applicable Canadian securities regulatory authorities a prospectus supplement (“Prospectus Supplement”) to the Shelf Prospectus in order to qualify the distribution of the securities of the Parent to be distributed in connection with the Bought Deal as contemplated by the Bought Deal Letter, together with any other documents required to be filed or prepared by the Parent under Laws in connection with filing of such Prospectus Supplement.

(b) The Parent shall provide the Vendor with a reasonable opportunity to review and comment on the Prospectus Supplement, and any other documents to be filed or mailed in connection with the Prospectus Supplement, and will consider in good faith and incorporate or otherwise reflect all reasonable comments made by the Vendor. The Parent agrees that all information relating solely to the Vendor Parties or the SPM Entities included in the Prospectus Supplement must be in form and substance satisfactory to the Vendor Parties and will be factually accurate and based on information provided by the Vendor in writing.

(c) The Parent will ensure that the Prospectus Supplement complies with all Laws. Without limiting the generality of the foregoing, the Parent will ensure that the Prospectus Supplement does not contain any Misrepresentation (other than with respect to any information furnished in writing by or on behalf of the Vendor expressly for inclusion in such documents).

(d) The Vendor shall, in a timely manner, use commercially reasonable efforts to provide the Parent such cooperation as is reasonably required to assist the Parent in preparing the marketing materials.

(e) The Parent shall promptly notify the Vendor if, at any time before the Closing Date, it becomes aware that the Prospectus Supplement or the Shelf Prospectus contains any Misrepresentation. In any such event, if required by Laws, the Parent shall prepare a supplement or amendment to the Prospectus Supplement or the Shelf Prospectus, as the case may be, and the Parent shall cause the same to be filed with applicable Canadian securities regulatory authorities, all as required by Law.

Section 7.5 Approvals and Consents

The Vendor will use its commercially reasonable efforts to obtain, or cause to be obtained, prior to Closing, the consents, approvals and waivers listed in Section 4.6 of the Vendor Disclosure Schedule; provided, that the Vendor is not under any obligation to pay any money, incur any obligations, commence any legal proceedings, or offer or grant any accommodation (financial or otherwise) to any third Person in order to obtain such consents, approvals and waivers. The Purchaser Parties will co-operate in obtaining such consents, approvals and waivers, including by providing information relating to the Purchaser Parties as is reasonably requested by a third Person in order to grant its consent, approval or waiver, as applicable.

Section 7.6 Notification

(a) During the Interim Period, the Purchaser Parties will promptly notify the Vendor, and the Vendor will promptly notify the Purchaser Parties, upon:

(i) becoming aware that any of the representations and warranties of any Purchaser Party or the Vendor contained in this Agreement, as applicable, is no longer true and correct in any material respect;

(ii) becoming aware that the Vendor or any Purchaser Party has failed to perform or fulfil any of its covenants or obligations under this Agreement in any material respect;

(i) becoming aware of any Governmental Order or any complaint requesting a Governmental Order restraining or enjoining the execution of this Agreement, or the consummation of the transactions contemplated by this Agreement; or

(ii) receiving any notice from any Governmental Authority or other Person:

A. of its intention to institute any Action to restrain or enjoin the execution of this Agreement or the consummation of the transactions contemplated by this Agreement;

B. of its intention to nullify or render ineffective this Agreement or such transactions if consummated; or

C. alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement.

(b) During the Interim Period, the Vendor will promptly notify the Purchaser upon the occurrence of any SPM Material Adverse Effect and the Purchaser shall promptly notify the Vendor upon the occurrence of any Purchaser Material Adverse Effect.

Section 7.7 Closing Conditions

The Vendor shall use reasonable best efforts to cause the conditions set forth in Section 8.2 within the Vendor's power and control to be satisfied, and the Purchaser Parties shall use reasonable best efforts to cause the conditions set forth in Section 8.3 within the Purchaser Parties' power and control to be satisfied.

Section 7.8 Public Announcements

The Vendor, on the one hand, and the Purchaser Parties, on the other hand, shall consult with each other prior to issuing any press release or otherwise making public statements with respect to this Agreement or the transactions contemplated by this Agreement, and shall provide the non-filing Party with no less than one Business Day to review and comment on all such press releases or statements prior to the release thereof and shall take into account the non-filing Party's comments in good faith. To the extent that any such press release or public statement is required by Law, Securities Law or by a Governmental Authority, the press release or public announcement shall be

issued or made after consultation with the Vendor and after taking into account the non-filing Party's comments. If such advance consultation is not reasonably practicable or legally permitted, to the extent permitted by Law, the filing Party shall provide the non-filing Party with a copy of any written disclosure made by such filing Party as soon as practicable thereafter. The Vendor and the Purchaser Parties agree that if the Parent is required to file this Agreement on SEDAR+ under Laws, the Parent shall consult with the Vendor as to which provisions of this Agreement shall be redacted and prior to filing any version of this Agreement shall provide the non-filing Party with a reasonable opportunity to review and comment on all documents to be submitted in connection with such filing and shall consider in good faith the comments, if any, provided by the Vendor in respect of such documents. Any redacted information shall be treated as confidential in accordance with Section 12.10. Notwithstanding the foregoing, no information relating to any Vendor Relevant Party shall be included in any press release or public statement without the Vendor's prior written consent.

Section 7.9 Tax Matters

(a) The Vendor shall calculate any Transaction Taxes, and such calculation shall be accompanied by supporting documentation substantiating such Tax (collectively, the "Preliminary Statement"), and provide such Preliminary Statement to the Purchaser no less than seven Business Days before the Closing Date. The Vendor shall provide the Purchaser with a reasonable opportunity to review and comment on the Preliminary Statement and shall consider in good faith the comments, if any, provided by the Purchaser on the Preliminary Statement (the Preliminary Statement, as may be amended following the Purchaser's review and comment, the "Amended Statement").

(b) The Vendor shall provide the Purchaser with the calculation and all reasonable support documentation of the income Tax arising from the sale of the SPM Securities pursuant to the Laws of Peru, together with the Preliminary Statement, including the following:

(i) a valid "transfer pricing report" addressed to the Vendor (the "Transfer Pricing Report") supporting the fair market value of each of the SPM Securities, in form and substance satisfactory to each of the Vendor and the Purchaser, acting reasonably, to be arranged by and at the expense of the Vendor. Such report shall (A) determine the fair market value of the SPM Securities transferred, separately, in accordance with the Peruvian transfer pricing rules under Article 32-A of the Peruvian Income Tax Law and its Regulations; (B) identify and apply one or more valuation methods admitted under such rules as appropriate to the characteristics of each SPM Peru and AMC (including, by way of example only, the discounted cash flow method); (C) state the valuation date (which shall be no earlier than 30 days prior to the Closing Date); and (D) be prepared by an independent advisor of recognized professional standing in Peru; and

(ii) a valid and effective "Certificate of Invested Capital" from SUNAT with respect to Vendor Tax basis in SPM Peru and AMC which must have been issued by SUNAT within the 45 calendar days prior to the Closing Date; and also the support documentation file provided to the SUNAT with all documentation associated with the

request submitted for the issuance of the “Certificate of Invested Capital” (collectively, the “Certificate of Invested Capital”).

(i) The portion of the Peru Purchase Price in USD effectively paid shall be converted into PEN using the last published weighted average purchase exchange rate (“tipo de cambio promedio ponderado compra”) issued by the SBS.

(ii) The pro-rata portion of the tax basis indicated in the Certificate of Invested Capital, valid as of the Closing Date, shall be deducted from the purchase price in PEN.

(iii) A withholding tax of 30% shall be applied to the capital gain calculated on the pro-rata portion of the Peru Purchase Price effectively paid (including both Cash Consideration and Non-Cash Consideration). The Peruvian Withholding Tax shall be limited to the amount of Cash Consideration paid at that time. The amount to be transferred to the Vendor shall correspond to the net cash amount resulting from the portion of the Peru Purchase Price converted to PEN minus the Peruvian Withholding Tax withheld up to such cash limit. For this purpose, the Peruvian Withholding Tax amount calculated in PEN shall be converted into USD using the last published weighted average purchase exchange rate (“tipo de cambio promedio ponderado compra”) issued by the SBS.

(iv) The Purchaser shall deliver to the seller, within seven Business Days following the Closing Date, the final calculation of the Peruvian Withholding Tax using the weighted average purchase exchange rate (“tipo de cambio promedio ponderado compra”) published by the SBS at the Closing Date. If, based on such calculation, the withholding tax is higher than the net amount withheld, the Vendor shall transfer the equivalent amount in USD to the Purchaser. Conversely, if the withholding tax is lower, the Purchaser shall transfer the equivalent amount in USD to the Vendor. Such transfers shall be completed within seven Business days after the final calculation is provided. Any cost associated with such remittance shall be borne by the Party making the transfer.

(d) The Vendor shall be solely responsible for, and shall timely compute, file and pay to SUNAT, all Peruvian income Taxes (including any capital gains tax) arising from the transfer of the SPM Securities not subject to Peruvian Withholding Tax, in accordance with the Peruvian Income Tax Law and its Regulations. Without limiting the foregoing:

(i) the Vendor shall make the corresponding tax payment no later than the first 12 Business Days of the calendar month immediately following the month in which the Closing occurs, and shall deliver to the Purchaser a copy of the official SUNAT payment receipt (constancia de pago) within five Business Days after such payment; and

(i) to the extent any Peruvian income Tax is triggered in connection with any Deferred Consideration installment not subject to Peruvian Withholding Tax, the Vendor shall make the corresponding tax payment no later than the first 12 Business Days of the calendar month immediately following the month in which each such Deferred Consideration becomes payable/paid (as applicable under Peruvian tax rules), and shall

deliver to the Purchaser a copy of the official SUNAT payment (constancia de pago) receipt within five Business Days after each such payment.

(e) In connection with the preparation and filing of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on the SPM Entities for all Tax periods ending on or prior to the Locked Box Date (including portions of Straddle Periods ending on the Locked Box Date), the Purchaser and the SPM Entities, on the one hand, and the Vendor, on the other hand, shall cooperate fully with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Governmental Authorities as to the imposition of Taxes.

(f) If any of the SPM Entities (of any of its successors) receives a cash Tax payment, credit, or refund in respect of any Taxes paid by it in respect of a Pre-Locked Box Tax Period, the Purchaser shall immediately notify the Vendor of such payment, credit, or refund and promptly pay and deliver the full amount of such payment or refund by wire transfer of immediately available funds to a bank account designated by the Vendor in writing (net of any costs (including Tax costs) incurred or accrued on account of the receipt of such refund plus any interest received thereon by the SPM Entities or the repatriation of such amount to the Vendor). In the event that Purchaser (or any of its Affiliates, including the SPM Entities) is subsequently required to repay any amount paid to the Vendor under this Section 7.9(f), any such amount shall be forthwith repaid to the Purchaser, together with any interest owed in respect of such disallowed refund or credit.

(g) Any payment contemplated by Section 7.9(c) to Section 7.9(f) will be an adjustment to the Purchase Price, unless a contrary treatment is required by Laws. However, for greater certainty, any interest and fees payable by the Parent pursuant to the Vendor Promissory Notes shall not be treated as an adjustment of the Purchase Price.

Section 7.10 Assistance with Financial Statements and Technical Report

(a) Prior to Closing, the Vendor and the Purchaser Parties shall use commercially reasonable efforts to furnish to each other such information and provide such assistance as the Purchaser Parties may reasonably request for the purpose of preparing any filings, submissions or notices required under Laws or by Governmental Authorities, subject in all cases to applicable confidentiality restrictions; provided, that: (i) the requesting Party has provided the other Party with reasonable notice of such request, (ii) any financial information shall be provided in a form that it currently exists; (iii) the cooperation provided does not unreasonably interfere with the ongoing business and operation of the assisting Party; and (iv) no information regarding the Vendor, its Affiliates or any Vendor Relevant Party may be included in any such filing, submission or notice without the Vendor's prior written consent. In furtherance of the foregoing, and subject to this Section 7.10(a), the Vendor shall use its commercially reasonable efforts to provide to the Parent, on a timely basis, all financial information the Parent reasonably requires related to the SPM Entities, the SPM Assets, the Business, and the Condestable Mine to be: (A) included

in the Prospectus Supplement and in order to meet its schedule for the preparation of the financial statements related to the SPM Entities and the Business; and (B) provided to the Parent’s auditors to permit the Parent’s auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the Parent with respect to information to be included in such financial statements.

(b) If required by Law, the Parent shall at its own expense and for its own uses, retain independent qualified persons to certify a NI 43-101 compliant report in respect of the Condestable Mine and include such disclosure therefrom in the Prospectus Supplement as is required by Law (the “New Technical Report”). If requested by the Parent, the Vendor shall, as soon as reasonably practicable, use its commercially reasonable efforts to provide the Parent with the technical information in the Vendor’s or the SPM Entities’ possession or available to the Vendor or the SPM Entities, as is necessary for the Parent to prepare the New Technical Report. The Purchaser Parties acknowledge and agree (which acknowledgement and agreement shall survive Closing without limitation as to time) that none of the Vendor, the SPM Entities, or any of their respective Affiliates: (i) shall have responsibility for the content of such technical report or any disclosure therein; (ii) make any representation or warranty with respect to such technical report or any data, information, statement, representation or conclusion contained therein; or (iii) shall have any liability or obligation related to such technical report or any disclosure therein.

Section 7.11 Related Party Transactions

Prior to Closing, the Vendor shall cause receivables owing by the Vendor and its Affiliates (other than the SPM Entities) to the SPM Entities, together with interest accrued thereon, to be repaid in cash in full, except to the extent that any such receivables would constitute Permitted Leakage.

Section 7.12 Insurance Matters

Until the Closing, the Vendor shall cause the SPM Entities to: (a) keep in full force and effect all of the Existing Insurance Policies or insurance policies that provide to the SPM Entities substantially the same rights and benefits as the Existing Insurance Policies (the “Insurance Policies”); and (b) give any notice or present any claim under any Insurance Policy in the Ordinary Course.

Section 7.13 Sanctions Compliance

The Purchaser Parties shall not make any payment to the Vendor or Mr. Vera under this Agreement through any bank, financial institution or any other entity or Person subject to any blocking or asset-freezing measures, or whose participation is otherwise prohibited, under any Sanctions.

Section 7.14 Resigning Directors and Officers

(a) The Vendor shall cause to be delivered to the Purchaser resignation letters of each director and officer of each of the SPM Entities as determined by the Purchaser, in its sole discretion (the “Resigning Directors and Officers”), effective as of the Closing, and shall revoke any powers of attorney granted to such Resigning Directors and Officers in respect of the SPM Entities in a manner satisfactory to the Purchaser, acting reasonably. To the extent

any filing or notification is required under any Law in connection with the foregoing resignations, the Vendor and the Purchaser, as applicable, shall cause the SPM Entities to promptly make such filings or provide such notifications in accordance with such Law.

(b) Effective as of the Closing, the Purchaser Parties agree to, and to cause the SPM Entities to, release each of the Resigning Directors and Officers from any Action that the Purchaser Parties, the SPM Entities, or any of their respective Affiliates may have against any of them in their respective capacities as a director, officer, Representative or employee of any of the SPM Entities, or otherwise, had, now have or may hereafter have for or by reason of or in any way arising out of any cause, matter or thing whatsoever existing up to the Closing, except in the case of fraud or willful misconduct, in a form satisfactory to the Purchaser and the Vendor, each acting reasonably.

ARTICLE 8.

Conditions to Closing

Section 8.1 Conditions to Obligations of All Parties

The obligations of each Party to consummate the transactions contemplated in this Agreement shall be subject to the fulfillment, at or before the Closing, of the following condition:

(a) No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated in this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of such transactions to be rescinded following completion thereof.

The foregoing condition is for the mutual benefit of the Vendor Parties and the Purchaser Parties and any such conditions may be waived in whole or in part by the Vendor (on behalf of the Vendor Parties) and the Parent (on behalf of the Purchaser Parties) at or prior to Closing by each delivering to the other a written waiver to that effect. Delivery of any such waiver shall be without prejudice to any rights and remedies at law and in equity the Vendor or the Purchaser may have, including any claims the Vendor Parties or the Purchaser Parties may have for breach of covenant, representation or warranty by the other Party, and also without prejudice to any of the Parties' respective rights of termination in the event of non-performance of any other conditions set out in this Article 8, in whole or in part.

Section 8.2 Conditions to Obligations of the Purchaser

The obligations of the Purchaser Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Parent's waiver (in the Parent's sole discretion, on behalf of the Purchaser Parties) at or before the Closing, of each of the following conditions:

(a) Truth of Representations and Warranties – The representations and warranties of the Vendor contained in Article 4 shall be true and correct as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date), except where the failure of such representations and warranties to be true

and correct does not, in the aggregate, result in a SPM Material Adverse Effect (it being understood that for purposes of determining the accuracy of such representations and warranties, all SPM Material Adverse Effect qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded). The Vendor shall have delivered to the Purchaser a certificate dated the Closing Date executed by a senior officer or director of the General Partner of the Vendor to the foregoing effect with respect to the Vendor's representations and warranties.

(b) Performance of Covenants – The Vendor shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Vendor prior to or on the Closing Date, and the Vendor shall have delivered to the Purchaser a certificate dated the Closing Date executed by a senior officer or director of the General Partner of the Vendor to the foregoing effect with respect to the Vendor's agreements and covenants.

(c) Vendor Officer Certificate – The Purchaser shall have received a certificate dated the Closing Date and signed by a senior officer or director of the General Partner, containing certified copies of: (i) the Constating Documents of the Vendor; (ii) the resolutions of (A) the board of directors of the General Partner, in its capacity as the general partner of the Vendor, and (B) the board of directors of each of the SPM Entities, authorizing the execution, delivery and performance of this Agreement and approving the entering into and completion of the transactions contemplated by this Agreement; and (iii) a list of the directors and officers of the General Partner, in its capacity as the general partner of the Vendor, authorized to sign this Agreement together with their specimen signature.

(d) No SPM Material Adverse Effect – Since the date of this Agreement, no SPM Material Adverse Effect shall have occurred and be continuing.

(e) Deliveries – The Vendor shall have delivered to the Purchaser each other document, certificate and instrument set forth in Section 3.2(a).

The foregoing conditions are for the exclusive benefit of the Purchaser Parties and any such conditions may be waived in whole or in part by the Parent (in the Parent's sole discretion, on behalf of the Purchaser Parties) at or prior to the time of Closing by delivering to the Vendor a written waiver to that effect. Delivery of any such waiver shall be without prejudice to any rights and remedies at law and in equity the Purchaser Parties may have, including any claims the Purchaser Parties may have for breach of covenant, representation, or warranty by the Vendor, and also without prejudice to the Purchaser Parties' rights of termination in the event of non-performance of any other conditions set out in this Article 8, in whole or in part.

Section 8.3 Conditions to Obligations of the Vendor

The obligations of the Vendor Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Vendor's waiver (at the Vendor's sole discretion, on behalf of the Vendor Parties), at or before the Closing, of each of the following conditions:

(a) Truth of Representations and Warranties – The representations and warranties of the Purchaser Parties contained in Article 5 shall be true and correct as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date), and each Purchaser Party shall have delivered to the Vendor a certificate dated the Closing Date executed by a senior officer or director of such Purchaser Party to the foregoing effect with respect to such Purchaser Party’s representations and warranties.

(b) Performance of Covenants – Each Purchaser Party shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Purchaser Parties prior to or on the Closing Date, and each Purchaser Party shall have delivered to the Vendor a certificate dated the Closing Date executed by a senior officer or director of such Purchaser Party to the foregoing effect with respect to such Purchaser Party’s agreements and covenants.

(c) Purchaser Parties’ Officer Certificates – The Vendor shall have received a certificate dated the Closing Date and signed by a senior officer or director of each Purchaser Party, containing certified copies of: (i) the Constating Documents of such Purchaser Party; (ii) the resolutions of the board of directors of such Purchaser Party authorizing the execution, delivery and performance of this Agreement and approving the entering into and completion of the transactions contemplated by this Agreement; and (iii) a list of the directors and officers of such Purchaser Party authorized to sign this Agreement together with their specimen signature.

(d) Deliveries – The Purchaser Parties shall have delivered to the Vendor each document, certificate and instrument set forth in Section 3.2(b).

(e) Registration and Perfection of Security – (i) All documents, instruments, financing statements and notices of security shall have been properly registered, recorded and filed in all places which, (ii) searches shall have been conducted in all jurisdictions which, and (iii) all consents, approvals, acknowledgements, confirmations, undertakings, subordinations, intercreditor agreements, discharges, waivers, directions, negotiable documents of title and other documents and instruments which, in each case, are desirable or required to make effective and to ensure the perfection and first-ranking priority of such security subject only to Permitted Encumbrances which rank by Law, or pursuant to the Intercreditor Agreements, in priority, other than such items as are permitted by the Vendor Promissory Notes to be delivered following Closing, shall have been delivered to the Vendor in its capacity as lender under the respective Vendor Promissory Notes.

(f) Consents – All approvals, acknowledgments and consents of all Governmental Authorities and other Persons which are required to be obtained by the Purchaser, the Parent and each SPM Entity in order to complete the transactions contemplated by the Vendor Promissory Notes and to perform their respective obligations under any Credit Document to which they are a party, shall have been obtained.

The foregoing conditions are for the exclusive benefit of the Vendor Parties and any such conditions may be waived in whole or in part by the Vendor (in the Vendor’s sole discretion, on behalf of the Vendor Parties) at or prior to the time of Closing by delivering to the Purchaser a written waiver to that effect. Delivery of any such waiver shall be without prejudice to any rights and remedies at law and in equity the Vendor Parties may have, including any claims the Vendor Parties may have for breach of covenant, representation, or warranty by the Purchaser Parties, and also without prejudice to the Vendor Parties’ rights of termination in the event of non-performance of any other conditions set out in this Article 8, in whole or in part.

ARTICLE 9. Indemnification

Section 9.1 Survival

(a) Except as otherwise expressly provided herein, the representations, warranties, covenants and obligations of the Parties contained in this Agreement will survive the Closing and continue in full force and effect until the 12-month anniversary of the Closing Date other than: (i) the Vendor Fundamental Representations and the Purchaser Fundamental Representations, which shall continue in full force and effect until the five-year anniversary of the Closing Date; and (ii) the representations, warranties, covenants and obligations with respect to Taxes, which shall continue in full force and effect until the expiration of the statute of limitation of the applicable tax liability, as defined in the Peruvian Tax Code (in each case, such date, the “Release Date”). For the avoidance of doubt, all of the covenants, obligations and other agreements contained in this Agreement that by their nature are required to be performed on or after the Closing shall survive the Closing until fully performed or fulfilled in accordance with their terms.

(b) Notwithstanding Section 9.1(a), any representation, warranty, covenant or obligation, and any obligation or liability for indemnification or otherwise with respect thereto hereunder, that would otherwise terminate on the applicable Release Date will continue to survive if a Notice of Claim shall have been given under this Article 9 on or prior to the applicable Release Date until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Article 9, but such survival shall only be in respect of the matters covered by such Notice of Claim.

Section 9.2 Indemnification by the Vendor

Subject to the other terms and conditions of this Article 9, the Vendor shall indemnify the Purchaser against, and shall hold the Purchaser harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Purchaser or any of the SPM Entities based upon, arising out of, with respect to or by reason of, without duplication, and for greater certainty, except to the extent that any such Loss would constitute Permitted Leakage (or has been taken into account as Leakage in the calculation of the Purchase Price):

(a) Breach of Representations and Warranties – any inaccuracy in or breach of any of the representations or warranties of the Vendor contained in Article 4, excluding the representations and warranties contained in Section 4.24 (Taxes);

(b) Breach of Covenant – any breach or non-fulfilment of any covenant, agreement, or obligation to be performed by the Vendor under this Agreement;

(c) Tax Matters – any Pre-Locked Box Taxes, Transaction Taxes, or any inaccuracy in or breach of any of the representations or warranties of the Vendor contained in Section 4.24 (Taxes);

(d) [Redacted – Information subject to confidentiality restrictions]; and

(e) Leakage – any Leakage that has occurred during the Locked Box Period which is not reflected in the Statement of Leakage.

Section 9.3 Indemnification by the Purchaser Parties

Subject to the other terms and conditions of this Article 9, the Purchaser Parties shall, jointly and severally, indemnify the Vendor against, and shall hold the Vendor harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Vendor based upon, arising out of, with respect to or by reason of, without duplication:

(a) Breach of Representations and Warranties – any inaccuracy in or breach of any of the representations or warranties of the Purchaser Parties contained in this Agreement; and

(b) Breach of Covenant – any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by a Purchaser Party under this Agreement.

Section 9.4 Certain Limitations

(a) The Purchaser Parties, on the one hand, and the Vendor, on the other hand, other than in respect of the indemnities contained in Section 9.2(e), shall not have any liability or obligation with respect to any single claim for indemnification hereunder unless the amount finally agreed or adjudicated of any such individual Loss exceeds $100,000 (the “Minimum Loss Amount”). Notwithstanding the foregoing, the Minimum Loss Amount shall not apply with respect to representations in Section 4.24 (Taxes).

(b) The maximum aggregate liability of the Vendor in respect of the indemnities contained in:

(i) Section 9.2(a) and Section 9.2(b) shall not exceed $21,700,000, provided, however, that the maximum aggregate liability of the Vendor in respect of the Vendor Fundamental Representations shall not exceed the Purchase Price; and

(ii) Section 9.2(c) shall not exceed the Purchase Price;

provided, that in no event shall the aggregate liability of the Vendor in respect of all indemnitees under this Agreement, other than in respect of the indemnities contained in Section 9.2(d) or Section 9.2(e), exceed the Purchase Price.

(c) The maximum aggregate liability of Purchaser Parties in respect of the indemnities contained in Section 9.3(a) and Section 9.3(b) shall not exceed $21,700,000, provided,

however, that the maximum aggregate liability of the Purchaser Parties in respect of the Purchaser Fundamental Representations shall not exceed the Purchase Price, and provided, that in no event shall the aggregate liability of the Purchaser Parties in respect of all indemnities under this Agreement exceed the Purchase Price.

(d) Notwithstanding the foregoing, there shall be no maximum aggregate liability of any Party in respect of any indemnity with respect to any claim resulting or arising out of the fraud, fraudulent misrepresentation, wilful misconduct or intentional misrepresentation.

(e) The Purchaser shall not be entitled to require payment in respect of any Loss pursuant to the indemnities contained in Section 9.2(a) or Section 9.2(b), and the Vendor shall not be liable for any indemnity payment thereunder unless the aggregate amount of such Losses exceeds $2,170,000 (the “Purchaser Indemnification Deductible”), in which event Vendor shall only be liable for the amount of the Loss in excess of the Purchaser Indemnification Deductible. Notwithstanding the foregoing, the Purchaser Indemnification Deductible shall not apply with respect to:

(i) any breach of inaccuracy of any Vendor Fundamental Representations;

(i) the indemnities contained in Section 9.2(c), Section 9.2(d), and Section 9.2(e); or

(ii) any claim resulting or arising out of the fraud, fraudulent misrepresentation, wilful misconduct or intentional misrepresentation of the Vendor.

(f) The Vendor shall not be entitled to require payment in respect of any Loss pursuant to the indemnities contained in Section 9.3(a) or Section 9.3(b) and the Purchaser Parties shall not be liable for any indemnity payment thereunder unless the amount of such Loss exceeds $2,170,000 (the “Vendor Indemnification Deductible”), in which event the Purchaser Parties shall only be liable for the amount of the Loss in excess of the Vendor Indemnification Deductible. Notwithstanding the foregoing, the Vendor Indemnification Deductible shall not apply with respect to:

(i) any breach of inaccuracy of any Purchaser Fundamental Representations; or

(i) any claim resulting or arising out of the fraud, fraudulent misrepresentation, wilful misconduct or intentional misrepresentation of the Vendor.

(g) The amount of any Loss subject to indemnification under this Article 9, other than in respect of any Loss subject to indemnification in Section 9.2(e), shall be calculated net of any Tax benefit reasonably realized in the taxable year in which the applicable Loss was incurred by the Indemnified Party from the incurrence or payment of such Loss. An Indemnified Party will be deemed to have “reasonably realized” a Tax benefit when the Tax Return for the taxable year in which the Loss occurred is filed and to the extent that the amount of cash Taxes with respect to such taxable year payable by such Indemnified Party is less than the amount of cash Taxes that such Indemnified Party would have otherwise been required to pay but for such Damages.

(h) No claims for Taxes may be claimed by Purchaser to the extent that such Taxes have been reflected or accrued or reserved for in the Locked Box Accounts.

(i) Other than in respect of the indemnities contained in Section 9.2(e), each Indemnified Party shall take, and cause its Affiliates to take, commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

Section 9.5 Notice of Claim

(a) A Party that may be entitled to make a claim for indemnification (a “Claim”) under this Agreement (the “Indemnified Party”) shall give written notification to the other Party (the “Indemnifying Party”) of such Claim (a “Notice of Claim”) promptly upon becoming aware of the Claim, but in no event later than the applicable Release Date. The Notice of Claim shall specify whether the Claim arises as a result of a notice of the assertion of any claim or commencement of any action, lawsuit, claim, or other legal proceeding made or brought by any Person who is not a Party or an Affiliate of a Party (a “Third-party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity, to the extent that the information is available, the factual basis for the Claim and the amount of the Claim.

(b) If an Indemnified Party fails to provide the Indemnifying Party with a Notice of Claim promptly as required by Section 9.5(a), the Indemnifying Party shall be relieved of the obligation to pay damages to the extent it can show that it was prejudiced in its defence of the Claim or in proceeding against a third party who would have been liable to it by the fact of the delay, but the failure to provide such Notice of Claim promptly shall not otherwise release the Indemnifying Party from its obligations under this Article 9.

(c) If a Notice of Claim has not been given to the Indemnifying Party by the applicable Release Date, then the related Claim shall be forever extinguished, notwithstanding that by the Release Date the Indemnified Party did not know, and in the exercise of reasonable care could not have known, of the existence of the Claim.

Section 9.6 Third-Party Claims

(a) With respect to any Third-party Claim, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof no later than 10 days after learning of such Third-party Claim or, in respect to a legal proceeding, such shorter period within which a response or action may be required. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party’s rights or defences are limited or prejudiced by reason of such failure. Such notice by the Indemnified Party shall (i) describe the Third-party Claim in reasonable detail (based on, and to the extent of, any information reasonably available to the party at such time), (ii) include copies of all material written evidence thereof, and (iii) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have

the right to participate in, or by giving written notice to the Indemnified Party, to assume the defence of any Third-party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defence. If the Indemnifying Party assumes the defence of any Third-party Claim, subject to Section 9.6(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal, or make counter-claims pertaining to any such Third-party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defence of any Third-party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defence thereof. If the Indemnifying Party elects not to compromise or defend such Third-party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 9.6(b), pay, compromise, defend such Third-party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-party Claim. The Vendor and the Purchaser Parties shall cooperate with each other in all reasonable respects in connection with the defence of any Third-party Claim, including making available (subject to the provisions of Section 7.4) records relating to such Third-party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defence of such Third-party Claim.

(b) If the Indemnifying Party assumes the investigation and defence of a Third-party Claim, the Indemnifying Party shall not enter into settlement of any Third-party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 9.6(b). If a firm offer is made to settle a Third-party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party provides notice to the Indemnifying Party within 10 days after its receipt of such notice that it does not consent to such offer, the Indemnifying Party may assume the investigation and defence of such Third-party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third-party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume the investigation and defence of such Third-party Claim, the Indemnifying Party may settle the Third-party Claim upon the terms set forth in such firm offer to settle such Third-party Claim.

(c) If the Indemnified Party has assumed the defence under Section 9.6(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

(d) If the Third-party Claims in respect of Taxes, notwithstanding anything to the contrary in this Section 9.6, the Vendor shall not settle any audit, assessment, reassessment, appeal, or judicial proceedings with respect to Taxes that they otherwise manage or control pursuant

to this Section 9.6 without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, but, for greater certainty, may be reasonably withheld, conditioned or delayed if such audit, assessment, reassessment, appeal, or judicial proceeding is reasonably likely to have a material and adverse effect on the Taxes of any of the SPM Entities in a taxable period or portion thereof beginning after the Locked Box Date. Notwithstanding the foregoing, where such Third-party Claim relates to Taxes under the Peruvian Tax Regime and involves an opportunity to obtain a substantial reduction (including any reduction the availability of which is contingent on prompt action within a specified period), the Purchaser shall provide its consent or refusal (together with reasonable detail supporting any refusal) within such period as is reasonably necessary to permit the Vendor to timely and effectively access such reduction. If the Purchaser fails to respond within such period, the Purchaser shall be deemed to have provided its consent solely for the purpose of enabling the relevant SPM Entity to take such actions as are reasonably required to obtain the maximum available reduction under the Peruvian Tax Regime, it being understood that any such deemed consent shall not prejudice the Purchaser's rights under this Agreement in respect of any other aspect of such Third-party Claim or any subsequent period.

Section 9.7 Direct Claim

(a) With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have 60 days after its receipt of such notice to investigate the Direct Claim and respond in writing to such Direct Claim. For the purposes of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with such other information the Indemnifying Party may reasonably request. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party disputes the validity or amount of the Direct Claim, the Indemnifying Party shall provide written notice of the dispute to the Indemnified Person within such 60-day period. The dispute notice must describe in reasonable detail the nature of the Indemnifying Party's dispute. During the 30-day period immediately following receipt of a dispute notice by the Indemnified Party, the Indemnifying Party and the Indemnified Person shall attempt in good faith to resolve the dispute. If the Indemnifying Party and the Indemnified Person fail to resolve the dispute within that 30-day time period, the Indemnified Person is free to pursue all rights and remedies available to it, subject to this Agreement. If the Indemnifying Party does not respond within such 60-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Section 9.8 Right to Set-Off

(a) The Vendor agrees that, upon at least 15 days’ written notice from the Purchaser to the Vendor describing in reasonable detail the nature and basis for a claim of indemnification under this Article 9, the Purchaser has the right, exercisable in its sole discretion, to set off such indemnification amount against the Deferred Consideration then due and payable to the Vendor hereunder but only to the extent such claim has been the subject of a Final Determination. The Purchaser does not have any right of set-off against any other amount payable to the Vendor and may not exercise its set-off right under this Section 9.8 if it is then in material breach of any provision of this Agreement. With respect to any amount the Purchaser seeks to set-off (such amount, the “Set-Off Amount”), no set-off shall be permitted until such Set-Off Amount has been (i) finally agreed in writing between the Purchaser and the Vendor as to both liability and quantum, or (ii) finally determined in favor of the Purchaser by an arbitrator or court of competent jurisdiction in respect of which there is no further right to appeal (a “Final Determination”). For the avoidance of doubt, the right of set-off provided in this Section 9.8 is the Purchaser’s sole means of self-help collection with respect to claims under this Article 9 and shall not be exercised in a manner that results in multiple recoveries or set-offs or in set-offs of any contingent, unliquidated, or disputed amounts. In no event shall the aggregate Set-Off Amounts exceed the then-remaining unpaid Deferred Consideration. If, notwithstanding the foregoing, any set-off is later determined not to have been permitted, the Purchaser shall promptly pay to the Vendor the amount improperly withheld and nothing in this Section 9.8 shall limit the Vendor’s rights or remedies at law or in equity. The Vendor may, at the Vendor’s sole discretion, set off any amount Finally Determined to be payable by the Vendor to the Purchaser against any then-remaining unpaid Deferred Consideration.

(b) For the avoidance of doubt, any set-off in accordance with Section 9.8(a), shall be treated as a deemed payment by the Purchaser to the Vendor of the Deferred Consideration amount so set off as if such amount were paid in cash.

Section 9.9 Exclusive Remedies

Subject to Section 12.12, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud on the part of a Party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article 9. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims, and causes of action for any breach of any representation, warranty, covenant, agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except under the indemnification provisions set forth in this Article 9. Nothing in this Section 9.9 shall limit any Party’s right to seek and obtain any equitable relief from another Party to such Party shall be entitled under Section 12.12.

Section 9.10 Knowledge of Breach

Neither Party shall be liable under this Article 9 for any Losses suffered, sustained, paid or incurred by the other Party after Closing that result from any inaccuracy in or breach of any representation, warranty or covenant in this Agreement if the Party seeking indemnification for such Losses had knowledge of such inaccuracy or breach at the time Closing occurs.

ARTICLE 10. Termination

Section 10.1 Termination

Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time before the Closing:

(a) by the mutual written consent of the Vendor and the Purchaser;

(b) by the Purchaser by written notice to the Vendor if:

(i) no Purchaser Party is then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by the Vendor under this Agreement that would give rise to the failure of any of the conditions specified in Article 8, and such breach, inaccuracy, or failure cannot be cured by the Vendor by the Outside Date; or

(ii) any of the conditions set forth in Section 8.1 or Section 8.2 shall not have been fulfilled by the Outside Date, unless such failure shall be due to, in whole or in part, the failure of a Purchaser Party to perform or comply with any of the covenants, agreements, or conditions hereof to be performed or complied with by it before the Closing; or

(i) the Vendor is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in, or failure to, in whole or in part, perform any representation, warranty, covenant, or agreement made by a Purchaser Party under this Agreement that would give rise to the failure of any of the conditions specified in Article 8, and such breach, inaccuracy, or failure cannot be cured by the Purchaser Parties by the Outside Date; or

(ii) any of the conditions set forth in Section 8.1 or Section 8.3 shall not have been fulfilled by the Outside Date, unless such failure shall be due, in whole or in part, to the failure of the Vendor to perform or comply with any of the covenants, agreements, or conditions hereof to be performed or complied with by them before the Closing;

(d) by the Purchaser or the Vendor if:

(i) there shall be any Law that makes (and will continue, at the Closing Date, to make) consumption of the transactions contemplated by this Agreement illegal or otherwise prohibited; or

(ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable; provided, that the right to terminate this Agreement under this Section 10.1(d)(ii) shall not be available to any party whose breach of any of its representations, warranties or covenants set forth in this Agreement has been a cause of, or resulted in, such issuance of the Governmental Order.

Section 10.2 Effect of Termination

In the event of the termination of this Agreement in accordance with this Article 10, this Agreement shall forthwith become terminated and of no further force and effect and there shall be no liability on the part of any Party hereto except:

(a) if the Agreement is terminated by the Purchaser pursuant to Section 10.1(b), the Purchaser may bring an action against the Vendor for Losses suffered by the Purchaser where the event giving rise to the right of termination is a result of a breach of covenant, representation or warranty by the Vendor;

(b) if the Agreement is terminated by the Vendor pursuant to Section 10.1(c), the Vendor may bring an action against the Purchaser Parties for Losses suffered by the Vendor where the event giving rise to the right of termination is a result of a breach of covenant, representation or warranty by a Purchaser Party; and

(c) the provisions of Article 9, Article 12, and this Section 10.2 (subject to any time limitations referred to therein) shall survive such termination and remain in full force and effect, along with any other provisions of this Agreement which expressly or by their nature survive the termination thereof.

ARTICLE 11. Post-Closing Covenants

Section 11.1 Access to Books and Records

For a period of seven years from the Closing Date, or for such longer period as may be required by Law, the Purchaser Parties will retain all original books and records relating to the SPM Entities existing on the Closing Date. So long as any such books and records are retained by the Purchaser Parties pursuant to this Agreement, the Vendor and its Representatives have the right to inspect and to make copies thereof (at the Vendor's expense) at any time upon reasonable request during normal business hours and upon reasonable notice. The Purchaser Parties have the right to have their Representatives present during any such inspection.

Section 11.2 Director and Officer Indemnification

(a) For a period of six years after the Closing Date, the Purchaser Parties shall not, and shall not permit any SPM Entity or, subject to this Section 11.2, any SPM Entity’s successor or assign by amalgamation or otherwise, to amend, repeal or modify any provision in any SPM Entity’s Constating Documents relating to the exculpation or indemnification of any current or former officer or director (unless required by Law), it being the intent of the Parties that the officers and directors of the SPM Entities continue to be entitled to such exculpation and indemnification to the full extent of the Law. If any SPM Entity, or any SPM Entity’s successors or assigns (i) consolidates or amalgamates with, or merges into, any other Person, or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, the Purchaser Parties shall cause proper provision to be made so that the successors and assigns of such SPM Entity shall expressly assume all of the obligations set forth in this Section 11.2. This Section 11.2 is intended for the benefit of, and is enforceable by, each current and former officer and director of the SPM Entities, and his or her heirs, executors and personal representatives, as applicable, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have had by Contract or otherwise.

(b) The Purchaser Parties shall cause each SPM Entity to purchase and maintain in effect beginning as of the Closing Date, and for a period of six years thereafter, without any lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those individuals who are covered by such SPM Entities’ directors’ and officers’ liability insurance policies as of the date hereof or at the Closing with respect to matters occurring prior to the Closing (the “D&O Tail Policy”), and the Purchaser Parties shall provide to the Vendor at Closing evidence that the D&O Tail Policy has been purchased in accordance with this Section 11.2(b). The D&O Tail Policy shall provide coverage that is at least equal to the coverage provided under such SPM Entities’ current directors’ and officers’ liability insurance policies.

Section 11.3 Conduct of Business After the Closing

For the period from the Closing Date until the Purchaser has satisfied in full all of the Deferred Consideration Payments,

(a) the Parent shall:

(i) ensure that its mining operations are conducted in a commercially prudent manner in compliance with, in all material respects, Laws, applicable Permits and other applicable authorizations, and accepted international mining, processing, engineering and environmental, social and governance practices prevailing in the mining industry;

(i) use commercially reasonable efforts to maintain its status as a “reporting issuer” or equivalent thereof in at least one province or territory of Canada and to maintain the listing of the Rio2 Shares on the TSX, provided, that the foregoing shall not prevent the Parent from completing any transaction which would result in the Parent ceasing to

be a “reporting issuer” where, in consideration paid in respect of any such transaction, the holders of Rio2 Shares receive freely tradeable equity securities that are listed and posted for trading on a recognized stock exchange on which there is a liquid market for such securities and/or cash;

(ii) make all necessary filings and applications under Laws, including Securities Laws, required to be made on the part of the Parent in connection with the issuance of the Consideration Shares and promptly satisfy all conditions of the TSX Approval (and shall keep the Vendor apprised of all material developments in connection therewith and provide copies of all material correspondence, applications and other documents to the Vendor relating thereto), and shall take all reasonable action necessary to be in compliance with Laws in connection therewith;

(iii) take all reasonable action necessary to comply with Securities Laws, including making all necessary filings consistent with Securities Laws; and

(iv) do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights,

(b) and, without the prior written approval of the Vendor, the Purchaser Parties shall not:

(i) take any action or agree to any restriction that would reasonably be expected to adversely impact the Purchaser’s ability to make any Deferred Consideration Payment on the applicable Payment Date;

(i) amend, alter or repeal any provision of the Parent’s Constating Documents in a manner that adversely affects the holders of Rio2 Shares;

(ii) make any adverse changes to the rights, privileges, restrictions or conditions of any class of shares of the Parent;

(iii) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of the Parent; or

(iv) authorize, agree, resolve or otherwise commit to do any of the foregoing.

Section 11.4 Financial Crime

For the period from the Closing Date until the Vendor no longer holds Consideration Shares, the Parent will conduct its business in compliance in all material respects with Anti-Money Laundering Laws, Anti-Corruption Laws and Sanctions.

Section 11.5 United States Presence

(a) During the two year period following the Closing Date, the Purchaser shall not, without first providing the Vendor with at least five Business Days’ advance written notice: (i) incorporate, organize, or form a subsidiary in the United States of America; or (ii) establish

any presence in the United States of America (including by way of a representative office or branch).

(b) During the two year period following the Closing Date, in the event the Purchaser incorporates, organizes, or forms a subsidiary in the United States of America or establishes a presence in the United States of America (including by way of a representative office or branch), the Purchaser shall provide the Vendor on the date which falls no later than the date that is six months after the Purchaser’s accounting year-end with the consolidated accounts of Purchaser containing (i) consolidated assets and (ii) consolidated revenues, in each case with the United States amounts specifically and separately identified.

Section 11.6 Further Assurances

Following the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

ARTICLE 12. Miscellaneous

Section 12.1 Expenses

Except as otherwise expressly provided herein (including Section 7.9), all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred. The Parties further agree that all costs and expenses incurred related to obtaining any consents, agreements or similar documents in connection with the Franco Nevada Stream Agreement shall be borne equally by the Vendor and the Purchaser, with the Vendor, on the one hand, and the Purchaser, on the other hand, each responsible for 50% of such costs and expenses.

Section 12.2 Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12.2):

If to the Vendor or Mr. Vera:

Southern Peaks Mining L.P.
c/o GNRI

14 Curzon Street
London, England
W1J 5HN

E-mail: [Redacted – Personal Information]
Attention: Adolfo Vera and Richard Jennings

with a copy to:
Stikeman Elliott LLP
199 Bay St.
Suite 5300, Commerce Court West
Toronto, ON M5L 1B9

E-mail: [Redacted – Personal Information]
Attention: Colin Burn and Evan Marcus

If to the Purchaser Parties:
Rio2 Limited
701 West Georgia Street, Suite 1500
Vancouver, BC V7Y 1C6

E-mail: [Redacted – Personal Information]
Attention: Kathryn Johnson, CFO

with a copy to:
McMillan LLP
181 Bay Street, Suite 4400
Toronto, ON
Canada M5J 2T3

E-mail: [Redacted – Personal Information]
[Redacted – Personal Information]
Attention: Georges Dubé and Andrew Spencer

Section 12.3 Interpretation

For purposes of this Agreement (a) the words “include,” “includes”, and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto”, and “hereunder” refer to this Agreement as a whole; (d) any reference to gender includes all genders; (e) unless otherwise specifically provided in this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; and (e) words importing the singular number only include the plural and vice versa. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules, and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to

time to the extent permitted by the provisions thereof and includes all related schedules, exhibits, annexes, supplements and term sheets attached thereto; and (z) to a statute means such statute as amended, re-enacted or replaced from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder. The provision of a Table of Contents, the division of this Agreement into Articles and Sections, and the insertion of headings are for convenient reference only and do not affect the interpretation of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. Except as otherwise expressly provided in this Agreement, all dollar amounts referred to in this Agreement are stated in United States Dollars.

Section 12.4 Headings

The table of contents and headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 12.5 Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement so long as the economic or legal substance of the transactions contemplated herein is not affected in any manner materially adverse to any Party hereto or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein be consummated as originally contemplated to the greatest extent possible.

Section 12.6 Entire Agreement

This Agreement constitutes the entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings, and agreements, both written and oral, to the extent they relate in any way to the subject matter thereof.

Section 12.7 Successors and Assigns

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

Section 12.8 Third-party Beneficiaries

Other than (a) as expressly contemplated by this Agreement, and (b) the Vendor Relevant Parties who are intended third-party beneficiaries in respect of Section 7.8, Section 7.10(a), Section 11.5

and Section 12.10, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express, or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Section 12.9 Amendment and Modification; Waiver

This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Section 12.10 Confidentiality

Each of the Vendor and the Purchaser Parties shall, and shall cause its Affiliates and Representatives to, keep confidential and not use for any improper purpose or disclose to any other Person any information in its possession relating to the other Party, the Vendor Relevant Parties or such Party's business or assets, except (a) to the extent such information is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement, (b) as required by Law, or (c) in the case of the Vendor, to Vendor Relevant Parties who need to know such information for legitimate purposes in connection with this Agreement and who are bound by confidentiality and use obligations no less stringent than those set out herein. Each Party agrees that its confidentiality obligations under this clause continue for so long as the Vendor and its Representatives have the right to inspect and make copies of original books and record relating to the SPM Entities in accordance with Section 11.1 and, after the Closing, it shall return to the other Party or cause to be destroyed all such information in its possession or control.

Section 12.11 Governing Law; Forum Selection; Choice of Language

(a) This Agreement shall be governed by and construed in accordance with the laws of the law of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction).

(b) Any action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein shall be brought in the courts located in Toronto, Ontario, and each Party irrevocably submits and agrees to attorn to the exclusive jurisdiction of such courts in any such action or proceeding. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c) Each Party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated herein. Each Party to this Agreement certifies and acknowledges that (i) no Representative of any other Party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (ii) such Party has considered the implications of this waiver, (iii) such Party makes this waiver voluntarily, and (iv) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 12.11.

Section 12.12 Specific Performance

The Parties agree that irreparable harm would occur if any provision of this Agreement was not performed in accordance with the terms hereof and that money damages or other legal remedies would not be an adequate remedy for any such breach. Accordingly, the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by any Party of any of its covenants or obligations set forth in this Agreement, the other parties shall be entitled to injunctive relief to prevent or restrain breaches or threatened breaches of this Agreement by the other, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations under this Agreement. Each of the Parties hereby agrees not to raise any objection to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by it, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties under this Agreement.

Section 12.13 Limitation on Damages

In no event shall any Party be liable to any other Party for any punitive, incidental, consequential (including lost profits), special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, in each case, except to the extent paid or payable to a third party, including a Governmental Authority, or in connection with any Third-party Claim.

Section 12.14 Privilege

(a) The Purchaser Parties agree that, as to all communications among any of the SPM Entities, the Vendor and their legal counsel that relate in any way to the transactions contemplated by this (the "Protected Communications"), the attorney or solicitor-client privilege, the expectation of client confidence and any other rights of confidentiality (collectively, the "Associated Rights") shall, after the Closing, belong exclusively to the Vendor, shall be controlled by the Vendor, and shall not pass to or be claimed by any Purchaser Party or by any of the SPM Entities. Accordingly, as of immediately before the Closing: (i) all Protected Communication and Associated Rights will be hereby transferred, assigned and conveyed in full, and shall be delivered, to the Vendor and (ii) none of the Purchaser Parties, any SPM Entity or any successor or assign of any of the foregoing (collectively,

the “Purchaser Group”) will have any right, title, interest or benefit in or to, and shall not access, any of the Protected Communications or any Associated Rights. Notwithstanding the foregoing, in the event that a dispute arises between a Purchaser Party or an SPM Entity and a third party other than a party to this Agreement after the Closing, the SPM Entities shall assert the attorney or solicitor-client privilege with respect to the Protected Communications, to the same extent as it would otherwise be entitled to assert such privilege without giving effect to the preceding sentences, solely to prevent disclosure of Protected Communications to such third party; provided, however, that none of the SPM Entities may waive such privilege without the prior written consent of the Vendor (which consent may be withheld, conditioned or delayed in the Vendor’s sole discretion).

(b) The Purchaser Parties agree, on their own behalf and on behalf of the other members of the Purchaser Group, from and after the Closing, that the Vendor (i) will have the right to take possession and control of all Protected Communication effectively as of the Closing and (ii) if and to the extent the Vendor fails to take such possession and control (which failure will not, alone or in association with any other act or omission, be deemed a waiver of any of their rights under this Section 12.14), then the Vendor will have the right to access and copy, from time to time, any Protected Communication in the possession or control of any member of the Purchaser Group from and after the Closing, during normal business hours and on not less than 24 hours' prior written notice, as the Vendor determines, in its sole discretion, may be necessary or desirable in connection with any post-Closing matter, whether or not such matter is known to any member of the Purchaser Group.

Section 12.15 Disclosure Schedules, Exhibits and Schedules

The information in the Disclosure Schedules constitutes exceptions or qualifications to representations and warranties of the Purchaser Parties and the Vendor as set forth in this Agreement. The Disclosure Schedules form an integral part of this Agreement. The Parties acknowledge and agree that the Disclosure Schedules, and the information and disclosures contained therein, do not constitute or imply, and will not be construed as:

(a) any representation, warranty, covenant or agreement which is not expressly set out in this Agreement;

(b) an admission of any liability or obligation;

(d) a standard of materiality, a standard for what is or is not in the Ordinary Course, or any other standard contrary to the standards contained in the Agreement; or

(e) an expansion of the scope of effect of any of the representations, warranties and covenants set out in the Agreement.

Disclosure of any information in the Disclosure Schedules that is not strictly required under this Agreement has been made for informational purposes only and does not imply disclosure of all

matters of a similar nature. Any disclosure made in the Disclosure Schedules shall be deemed to be disclosure made with respect to such item for purpose of any other section(s) of the Disclosure Schedules where it is reasonably apparent that such disclosure is applicable to such other section(s) of the Disclosure Schedules, regardless of whether or not a specific cross-reference is made thereto. No disclosure on the Disclosure Schedules relating to possible breach or violation of any contract or Law shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Capitalized terms used in the Disclosure Schedules that are not defined therein shall have the meaning given to them in this Agreement. Any capitalized terms used in any exhibit or schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The exhibits or schedules attached to this Agreement shall be construed with and as an integral part of this Agreement.

Section 12.16 Guarantee

The Parent hereby unconditionally and irrevocably guarantees, and covenants and agrees to be jointly and severally liable with the Purchaser, as principal obligor, for the due and punctual performance of each and every obligation of the Purchaser under or relating to this Agreement, including ensuring that the Purchaser has sufficient funds to pay any amounts, and all related fees and expenses, specifically required hereunder to be paid by the Purchaser in connection with this Agreement and the transactions contemplated hereby. The Parent shall cause the Purchaser to comply with all of its obligations under or relating to this Agreement and the transactions contemplated hereby without the necessity or the requirement by the Vendor Parties to pursue or exhaust recourse against the Purchaser.

Section 12.17 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

RIO2 LIMITED

By “Andrew Cox”
Name: Andrew Cox
Title: CEO

RIO2 OPERACIONES SAC

By “Alex Black”
Name: Alex Black
Title: General Manager

SOUTHERN PEAKS MINING L.P.

Acting by its general partner,
SPM GP Limited

By “Adolfo Fernando Vera Fernandez”
Name: Adolfo Fernando Vera Fernandez
Title: Director

“Adolfo Fernando Vera Fernandez”
ADOLFO FERNANDO VERA FERNANDEZ

EXHIBIT A

CREDIT DOCUMENTS

Cayman Guarantee

Guarantee – SPM Finance

Cayman Security Documents

Security Agreement – SPM Finance
Deed of Charge over Shares in SPM Finance – Purchaser
Deed of Charge over Book Debts – Purchaser

Ontario Guarantee

Guarantee – Purchaser and CMC

Peruvian Security Documents

Amended and Restated Asset Guarantee Trust Agreement – CMC
Amended and Restated Cash Flow Guarantee Trust Agreement – CMC
Pledge of Shares (garantía mobiliaria sobre acciones) of AMC – Purchaser
Pledge of Credits (garantía mobiliaria sobre derechos de cobro) – CMC

Other

Account Pledge (New York) – SPM Finance

A-1

EXHIBIT B

LOCKED BOX ACCOUNTS

See attached.

B-1

SPM Group

Unaudited combined condensed interim financial information as of September 30, 2025 and 2024, for the nine-month periods then ended

Shape the future with confidence

SPM Group

Unaudited combined condensed interim financial information as of September 30, 2025 and 2024, for the nine-month periods then ended

Content

Conclusion on the review of the unaudited interim condensed combined financial statements

Unaudited condensed interim combined financial statements.

Condensed interim combined statement of financial position

Condensed interim combined statement of comprehensive profit (loss) and other comprehensive income

Condensed interim combined statement of changes in net equity

Condensed interim combined statement of cash flows

Notes to the condensed interim combined financial statements

Tanaka, Valdivia, Arribas & Asociados Sociedad Civil de R. L

Shape the future with confidence

Independent auditors' report

To the Shareholders of SPM Group

Introduction

We have reviewed the accompanying unaudited condensed interim combined financial statements of Compañía Minera Condestable S.A., Ariana Management Corporation S.A.C., Southern Peaks Mining Peru S.A.C. and SPM Finance Limited (the Group), which comprise the combined statements of financial position as of September 30, 2025, and the condensed interim combined statement of comprehensive profit (loss) and other comprehensive income, condensed interim combined statement of changes in net equity and condensed interim combined statement cash flows for the nine-month period ending on that date and the notes to the condensed interim combined financial statements, including an information of the material accounting policies. The condensed interim combined financial statements have been prepared by Management based on the accounting criteria described in Note 2.2 basis of combination.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of the Entity's Independent Auditor's Period-Related Financial Information," approved for application in Peru by the Board of Deans of Public Accountants of Peru. A review of financial information consists of inquiries, primarily with the company's personnel responsible for financial and accounting matters, and the application of analytical and other review procedures. A review has a substantially smaller scope than an audit conducted in accordance with International Standards on Auditing approved for application in Peru by the Board of Deans of Public Accountants of Peru and, consequently, does not allow us to obtain assurance that we will be aware of all significant matters that could have been identified in an audit. Therefore, we do not express an audit opinion.

Conclusion

Based on our review, we have not been made aware of any factors that lead us to believe that the accompanying financial information does not accurately reflect the entity's financial position as of September 30, 2025, as well as its financial performance and cash flows for the nine-month period then ended, in accordance with the accounting policies described in Note 2 to the financial statements.

Lima
Av. Víctor Andrés
Belaunde 171,
San Isidro

Lima II
Av. Jorge
Basadre 330,
San Isidro

Lima III
Av. Jorge
Basadre 350,
San Isidro

Arequipa
Edificio City Center,
piso 13, Torre Sur,
Cerro Colorado

Trujillo
Av. El Golf 591,
Víctor Larco Herrera, Sede
Miguel Ángel Quijano Doig,
La Libertad

Chiclayo (satélite)
Av. Federico Villareal 115,
Lambayeque

Cusco (satélite)
Jr. Ricardo Palma #18,
Urb. Santa Mónica,
Wanchaq

Inscrita en la partida 11396556 del Registro de Personas Jurídicas de Lima y Callao
Miembro de Ernst & Young Global

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Independent auditors' report (continued)

Emphasis of Matter Paragraph – Basis of Accounting and Restriction on Use

The accompanying information has been prepared solely for the information purposes of management and shareholders, using the accounting policies described in Note 2 to the financial statements.

This report is issued for the purpose of complying with the financial reporting requirements for management purposes; therefore, it should not be used, delivered, or disseminated to third parties, in whole or in part, for any other purpose.

Lima, Peru
November 7, 2025

Countersigned by:

Oriana Perez
Partner in charge
C.P.C. Register No. 04-6997

Tquaka Valdivia Quibes & Associates

SPM Group

Condensed interim combined statement of financial position

As of September 30, 2025 (unaudited) and December 31, 2024 (audited)

	Note	2025 US$(000)	2024 US$(000)
Asset
Current assets
Cash and cash equivalents	5	27,186	28,270
Trade and other receivables, net	6	6,652	9,770
Inventories, net	7	7,819	8,193
Prepayments		813	570
Tax recoverable		86	60
		42,556	46,863
Non-current assets
Other receivables, net	6	11,740	123,774
Prepayments		2,292	2,292
Right of use assets, net	8	22,847	23,409
Mining concessions, property, plant and equipment, net	9	140,502	127,704
Exploration and evaluation, net		2,873	2,542
Intangibles, net		487	562
Tax recoverable		251	251
Deferred income taxes	13(c)	680	661
		181,672	281,195
Total assets		224,228	328,058
	Note	2025 US$(000)	2024 US$(000)
---	---	---	---
Liability and equity, net
Current liabilities
Trade and other payables	10	37,307	32,605
Income tax payable	13(b)	5,407	7,288
Interest-bearing loans and borrowing	12	25,576	17,681
Lease liabilities		1,962	1,253
Provisions	11	758	110
Contract liability	14	10,152	11,234
		81,162	70,171
Non-current liabilities
Trade and other payables	10	9,548	1,909
Deferred income taxes	13	24,059	23,536
Interest-bearing loans and borrowing	12	21,125	26,400
Lease liabilities		2,741	2,613
Contract liability	14	62,040	85,122
Provisions	11	14,912	14,758
		134,425	154,338
Total liability		215,587	224,509
Equity, net
Partnership unit	15(a)	134,774	134,774
Legal reserve	15(b)	180	180
Other capital reserves	15(c)	(32,590)	-
Accumulated results		(93,723)	(31,405)
Total equity, net		8,641	103,549
Total liability and equity		224,228	328,058

The accompanying notes are an integral part of the combined financial statements.

SPM Group

Condensed interim combined statement of comprehensive profit (loss) and other comprehensive income (unaudited)

For the nine-month periods ending September 30, 2025 and 2024

	Note	For the nine-month period ending September 30
		2025 US$(000)	2024 US$(000)
Revenue
Revenue from contracts with customers		152,919	141,252
Gold and silver certificates		33,480	25,384
Total revenue	16	186,399	166,636
Operating costs
Cost of sales, excluding depreciation and amortization	17	(110,530)	(97,119)
Depreciation and amortization	8(b) and 9(b)	(12,568)	(12,158)
		(123,098)	(109,277)
Gross profit		63,301	57,359
Operating expenses
Administrative expenses	18	(8,249)	(7,548)
Selling expenses		(1,112)	(1,144)
Other income		633	51,264
Other expenses	20	(107,173)	(97,244)
		(115,901)	(54,672)
Operating profit (loss)		(52,600)	2,687
Finance income	21	14,047	15,777
Finance costs	21	(8,915)	(7,133)
Net loss from currency exchange difference		1,439	(656)
		6,571	7,988
Profit (loss) before income tax		(46,029)	10,675
Income tax	13(a)	(17,004)	(18,041)
Loss for the year		(63,033)	(7,366)

The accompanying notes are an integral part of the combined financial statements.

SPM Group

Condensed interim combined statement of changes in net equity (unaudited)

For the nine-month periods ending September 30, 2025 and 2024

| | Partnership
unit
US$(000) | Legal
reserves
US$(000) | Other
reserves
US$(000) | Attributable to the equity holders of the
parent | |
| --- | --- | --- | --- | --- | --- |
| | | | | Accumulated
results
US$(000) | Total equity
US$(000) |
| Balance as of January 1, 2024 | 134,774 | 113 | - | 20,805 | 155,692 |
| Loss for the period | - | - | - | (7,366) | (7,366) |
| Dividend advance | - | - | - | (49,477) | (49,477) |
| Balance as of September 30, 2024 | 134,774 | 113 | - | (36,038) | 98,849 |
| Balance as of January 1, 2025 | 134,774 | 180 | - | (31,405) | 103,549 |
| Loss for the period | - | - | - | (63,033) | (63,033) |
| Other reserves, note 15(c) | - | - | (32,590) | - | (32,590) |
| Others | - | - | - | 715 | 715 |
| Balance as of September 30, 2025 | 134,774 | 180 | (32,590) | (93,723) | 8,641 |

The accompanying notes are an integral part of the combined financial statements.

SPM Group

Condensed interim combined statement of cash flows (unaudited)

For the nine-month periods ending September 30, 2025 and 2024

	Note	For the nine-month period ending September 30
		2025 US$(000)	2024 US$(000)
Operating activities
Loss(profit) before income tax		(46,029)	10,675
Adjustments to reconcile net profit or loss to net cash flows:
Write-off of other account receivables of third parties	20(a)	-	50,089
Depreciation of right-of-use assets, property, plant and equipment	8(b) and 9(b)	12,786	12,432
Write-off and loss on sales of property, plant and equipment		929	711
Accretion of interest from lease liabilities		255	105
Accrual of structuring cost	21(a)	202	197
Amortization of intangibles	18(a)	75	69
Legal contingency accrual		(234)	-
Unwinding of discount provision for mine closure	21(a)	529	72
Recovery for impairment of inventories, net	7(b)	94	(23)
Write-off of uncollected receivables	20(a)	104,354	45,122
Implicit interest from third parties, net	22(a)	(12,256)	(15,640)
Exchange differences of loans from related parties		(2,415)	3,776
Other provisions		720	68
Changes in working capital accounts:
Decrease in trade and other receivables		3,111	(54,795)
Increase (decrease) in inventories		280	88
Increase (decrease) in prepaid expenses		(445)	915
Increase in trade and other payables		7,671	(904)
Decrease in recoverable taxes		(26)	1,126
Decrease in provisions		(65)	(224)
Increase Contract liability	14	-	10,000
Decrease in liability drawdown	14	(24,164)	(17,225)
		45,372	46,634
Interest paid		(3,126)	(2,889)
Income tax paid		(18,382)	(6,588)
Net cash flows provided from (used in) operating activities		23,864	37,157

Combined statement of cash flows (continued)

	Note	For the nine-month period ending September 30
		2025 US$(000)	2024 US$(000)
Investing activities
Purchase of property, plant and equipment	9(a)	(22,536)	(11,681)
Proceeds from the sale of property, plant and equipment		(331)	23
Net cash flows used in investing activities		(22,867)	(11,658)
Financing activities
Proceeds from long-term debt	12(b)	37,200	57,200
Paid long-term debt	12(b)	(31,796)	(42,508)
Long - term debt and finance lease payments	12(b)	(3,481)	(4,865)
Loans to related parties		(36,095)	(23,410)
Collections from loan related parties		24,830	14,206
Loans provided		10,995	-
Payments to related parties		(2,214)	-
Payment of principal portion of lease liabilities		(1,520)	(1,414)
Net cash flows used in financing activities		(2,081)	(791)
Net increase in cash and cash equivalents		(1,084)	24,708
Cash and cash equivalents at beginning of year		28,270	6,083
Cash and cash equivalents at year end	5	27,186	30,791
Non - cash transaction:
Purchase of assets under lease contracts	12(b)	687	1,373
Purchase of assets under lease liabilities for right-of-use assets		2,102	-
Increase (decrease) in provision for mine closure	11(b)	572	989

The accompanying notes are an integral part of the combined financial statements.

SPM Group

Notes to the condensed interim combined financial statements (unaudited)

As of September 30, 2025 and 2024

Corporate information

(a) Identification -

The accompanying financial statements of the SPM Group (hereinafter "the Group") combine the financial statements of the companies Compañía Minera Condestable S.A., Ariana Management Corporation S.A.C., Southern Peaks Mining Peru S.A.C., and SPM Finance Limited, which are described below:

Compañía Minera Condestable S.A. ("CMC" hereinafter) the Company's business activity is mining, processing and selling of copper concentrates, extracted from mining unit "Acumulación Condestable".

Southern Peaks Mining Peru S.A.C. ("SPM Peru" hereinafter) provides management service to CMC, a subsidiary engaged in mining, processing and selling of copper concentrates, which are extracted and produced from its mining unit Acumulación Condestable.

Ariana Management Corporation S.A.C. (former Ariana Management Corp.) is engaged in investing in mining companies. Ariana Management Corporation S.A.C. owns 99.99 percent of Ariana Operaciones Mineras S.A.C. and 99.10 percent of CMC.

SPM Finance Limited was established in Cayman Islands on February 1, 2021. Its business activity is to participate in mining investments. The sole investor in SPM Finance Limited is the Company, which owns 100.00 percent units.

(b) Streaming with Franco Nevada -

On March 8, 2021, SPM Finance Limited entered into a definitive Purchase and Sale Agreement (the "Stream Agreement") with Franco-Nevada (Barbados) Corporation ("Franco Nevada"), in which Ariana Management Corporation S.A.C., Compañía Minera Condestable S.A. and the Company, signed as guarantees (the "PSA Entities").

Streaming is an alternative financing mechanism. The streaming company offers an advance payment to the miners and, in return, receives a percentage or the total of the secondary metals that the miners will produce in the future at a minimum price.

According to the Stream Agreement signed, Franco Nevada paid an upfront cash consideration of US$165 million and SPM Finance will deliver 2,190 ounces of gold and 72,750 ounces of silver quarterly until December 31, 2025, followed thereafter by variable deliveries based on a percentage of gold and silver. Franco Nevada will pay in cash an ongoing payment of 20 percent of the spot gold and silver price for each ounce of gold and silver delivered. The agreement expires in 2034. See note 23(a).

Notes of the combined financial statements (continued)

(c) Approval of the unaudited condensed interim combined financial statements - The combined financial statements as of September 30, 2025 were approved by the Board of Directors on October 31, 2025 and will be presented for the approval of the Shareholders' Meeting. In Management's opinion, the accompanying financial statements will be approved without any modifications.

(d) Accumulated results and Management plans - As of September 30, 2025, the Partnership has accumulated loss amounting to US$93,723,000 (loss by US$31,405,000 as of December 31,2024). The losses recorded as of September 30, 2025, and December 31, 2024, correspond to the debt forgiveness amounting to US$104,354,000 and the payment of dividends amounting to US$49,477,000 to the parent company, Southern Peaks Mining LP, respectively.

On August 1, 2025, debt forgiveness agreements were executed, resulting in the derecognition of outstanding balances totaling US$104,354,000. The debt forgiveness was provided by Southern Peaks Mining Finance (US$75,073,000), Compañía Minera Condestable S.A. (US$28,756,000), and Ariana Management Corporation S.A.C. (US$525,000). The Partnership's business plan for the next four years (2025-2028) is reviewed by the Partnership's management and Directors.

The Group has prepared its financial statements under the going concern assumption. In making its going concern assessment, management has taken into consideration issues that could cause a disruption to its operations. Management has considered all future available information that it has obtained after the reporting date up to the date of approval and issuance of the accompanying financial statements. The following matters have been considered when preparing these financial statements, assuming the going concern assumption:

The Group has continued its commercial activities and has been gradually increasing the pace of past operations.
The Group has sufficient cash and credit lines available to withstand adverse effects on current and future operations.
The Group has the support of the shareholders, who have the capacity and financial solvency to be able to finance the required working capital.
Basis of presentation and summary of significant accounting policies

The following are the main accounting principles and practices used in the preparation of the Group's unaudited condensed interim combined financial statements:

2.1. Basis of preparation -

The unaudited condensed interim combined financial statements for the nine-month period ended September 30, 2025, prepared in accordance with the bases of preparation, presentation, and accounting practices defined by Group Management.

Notes of the combined financial statements (continued)

The unaudited condensed interim combined financial statements have been prepared based on the historical cost model, using the records of the Group companies, except for those financial assets and financial liabilities that are presented at fair value through profit or loss and discontinued operations that have been valued at the lower of (i) their carrying amount and (ii) their fair value less cost to sell.

The unaudited condensed interim combined financial statements are expressed in U.S. dollars and all amounts have been rounded to the nearest thousand, except where otherwise indicated.

The unaudited condensed interim combined financial statements provide comparative information with respect to prior periods; however, they do not include all of the information and disclosures required in the annual combined financial statements and should therefore be read in conjunction with the audited combined report as of and for the year ended December 31, 2024.

2.2. Basis of combination -

International Financial Reporting Standards do not contemplate the preparation of unaudited condensed interim combined financial statements; however, Group Management believes that the preparation of unaudited condensed interim combined financial statements is useful for the Group's Shareholders because:

The companies have common shareholders.
Group Management makes the main operating, financial, and investment decisions considering all companies included in the unaudited condensed interim combined financial statements.
The Group measures the performance of its operations as a whole and has a single General, Finance, and Treasury Management team to monitor the transactions of the companies that comprise the Group.

The unaudited condensed interim combined financial statements combined financial statements are the sum of the balances of all the accounts of the companies indicated in Note 1, prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). Significant transactions between these companies, both balances and gains or losses, have been eliminated. The unaudited condensed interim combined financial statements are prepared using uniform accounting policies for similar transactions and events, which are described in more detail in the following notes to the condensed interim combined financial statements

Notes of the combined financial statements (continued)

2.3. New standards and interpretations adopted by the Group -

The accounting policies adopted in preparing the condensed interim consolidated financial statements are consistent with those followed in preparing the annual consolidated financial statements for the year ended December 31, 2024, except for the adoption of the new standards effective January 1, 2025. The Group has not early adopted any standards, interpretations, or amendments issued that are not yet effective.

An amendment became effective for the first time in 2025; however, it has no impact on the Group's unaudited condensed interim combined financial statements as of September 31, 2025. This amendment is disclosed below:

Lack of Interchangeability - Amendments to IAS 21

The amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates, address when entities should assess whether one currency is interchangeable with another currency and how an entity determines the exchange rate to be applied when a currency is not interchangeable. The amendments also require disclosures that enable users of financial statements to understand how the lack of interchangeability of one currency with another affects, or is expected to affect, the entity's financial performance, financial position, and cash flows.

The amendments are effective for annual periods beginning on or after January 1, 2025. When applying the amendments, entities may not restate comparative information.

Cash and cash equivalents

(a) This caption is comprised as follows:

	As of September 30, 2025 US$(000)	As of December 31, 2024 US$(000)
Cash	9	6
Current accounts (b)	21,849	18,264
Overnight (c)	5,328	10,000
	27,186	28,270

(b) The Partnership and its Subsidiaries hold current accounts in several local financial institutions denominated in Soles and U.S. Dollars, are unrestricted and do not generate interest.

(c) As of September 30, 2025, it corresponds to deposits denominated in U.S. dollars maintained in ICBC PERU BANK for one day with an interest rate of 3.4% percent. These deposits were transferred to current bank accounts in October 2025.

Notes of the combined financial statements (continued)

6. Trade and other receivables, net

(a) This caption is comprised as follows:

| | As of September 30, 2025
US$(000) | As of December 31, 2024
US$(000) |
| --- | --- | --- |
| Trade | | |
| Trade receivables for concentrate sales to Trafigura Peru S.A.C. | 3,710 | 8,330 |
| Other trade receivables | 854 | 223 |
| Embedded derivative for concentrates sales | 720 | (177) |
| | 5,284 | 8,376 |
| Other | | |
| Accounts receivable from related parties, note 26(b) | 11,708 | 123,929 |
| Account receivables from suppliers | 432 | 531 |
| Advances granted to contractors | 570 | 347 |
| Loans to employees | 196 | 184 |
| Other | 318 | 293 |
| | 13,224 | 125,284 |
| Write-off of uncollected receivables of third parties, (b) | (116) | (116) |
| | 13,108 | 125,168 |
| Total | 18,392 | 133,544 |
| Classification by maturity: | | |
| Current portion | 6,652 | 9,770 |
| Non-current portion | 11,740 | 123,774 |
| Total | 18,392 | 133,544 |

As of September 30, 2025 and December 31, 2024, the fair value of accounts receivables to third parties approximates to its book value due to their current maturities. Such balances do not accrue interest and have no specific collaterals.

(b) The movement for the write-off of receivables of third parties was as follows:

| | As of September 30, 2025
US$(000) | As of December 31, 2024
US$(000) |
| --- | --- | --- |
| Opening balance | (116) | (37,111) |
| Additions, note 20(a) | - | (50,089) |
| Charge-off receivables | - | 87,084 |
| | (116) | (116) |

Notes of the combined financial statements (continued)

(c) In Management's opinion, the balance of the provision for expected credit losses is sufficient to adequately cover the risks of default as of the statement of financial position date of September 30, 2025.

As of September 2025, according to Management's opinion, there is no need to recognize an allowance for expected credit losses.

7. Inventories, net

(a) This item includes:

	As of September 30, 2025 US$(000)	As of December 31, 2024 US$(000)
Spare parts and supplies	7,518	7,748
Finished products, cooper concentrate	395	445
	7,913	8,193
Allowance for obsolescence of spare parts and supplies (b)	(94)	-
Total	7,819	8,193

(b) The movement for the allowance for obsolescence of spare parts and supplies was as follows:

	For the nine-month periods ended September 30,		As of December 31,
	2025 US$(000)	2024 US$(000)	2024 US$(000)
Opening balance	-	(101)	(101)
Additions, note 20(a)	(94)	(105)	(27)
Recoveries	-	128	128
	(94)	(78)	-

The allowance for obsolescence of spare parts and supplies is determined based on annual evaluations made by the technical personnel of the Company. In Management's opinion, this allowance covers properly the impairment risk as of September 30, 2025.

Notes of the consolidated financial statements (continued)

8. Right-of-use-assets, net

(a) This caption and its movement are comprised as follows:

| | Cost
US$(000) | Depreciation
and
amortization
US$(000) | Net cost
US$(000) |
| --- | --- | --- | --- |
| Balance as of January 1, 2025 | 58,156 | (34,747) | 23,409 |
| Additions | 2,838 | (3,368) | (530) |
| Sales and/or disposals | (1,315) | 1,283 | (32) |
| Balance as of September 30, 2025 | 59,679 | (36,832) | 22,847 |
| Balance as of January 1, 2024 | 55,640 | (32,162) | 23,478 |
| Additions | 1,534 | (3,595) | (2,061) |
| Sales and/or disposals | (643) | 588 | (55) |
| Balance as of September 30, 2024 | 56,531 | (35,169) | 21,362 |

(b) The following table shows the distribution of depreciation expense for the nine month periods ended September 30, 2025 and 2024:

| | For the nine-month periods ended
September 30, | |
| --- | --- | --- |
| | 2025
US$(000) | 2024
US$(000) |
| Depreciation and amortization | 3,180 | 3,368 |
| Administrative expenses, note 18(a) | 188 | 227 |
| | 3,368 | 3,595 |
| Right-of-use depreciation | 1,329 | 1,258 |
| Lease contract depreciation | 2,039 | 2,337 |
| | 3,368 | 3,595 |

Notes of the consolidated financial statements (continued)

(c) As of September 30, 2025 the Group has leases for land, buildings, machinery, vehicles and other equipment used in its operations. The lease on the lands of the community of "Mala" have lease terms of 10 years, while buildings generally have lease terms of 2 and 3 years, machinery, vehicles, and other equipment have lease terms between 2 and 5 years. The Group's obligations under its leases are guaranteed by the title of the lessor on the leased assets. In general, the Group has restrictions on assigning and subleasing leased assets and these contracts do not require the Company to maintain certain financial indexes.

The Group also has certain leases of assets with lease terms of 12 months or less and leases of office equipment with low value. The Group applies the short-term lease and lease of low-value assets recognition exemptions for these leases.

9. Mining concessions, property, plant and equipment, net

(a) This caption and its movement are comprised as follows:

| | Cost
US$(000) | Depreciation
US$(000) | Impairment
US$(000) | Net cost
US$(000) |
| --- | --- | --- | --- | --- |
| Balance as of January 1, 2025 | 279,500 | (151,606) | (190) | 127,704 |
| Additions (c) | 22,536 | (9,418) | - | 13,118 |
| Sales and/or disposals | (1,996) | 1,099 | - | (897) |
| Others | 572 | 5 | - | 577 |
| Balance as of September 30, 2025 | 300,612 | (159,920) | (190) | 140,502 |
| Balance as of January 1, 2024 | 267,874 | (143,488) | - | 124,386 |
| Additions | 11,681 | (8,837) | - | 2,844 |
| Sales and/or disposals | (3,434) | 2,755 | - | (679) |
| Others | 989 | - | - | 989 |
| Balance as of September 30, 2024 | 277,110 | (149,570) | - | 127,540 |

(b) The following table shows the distribution of depreciation expense:

	For the nine-month periods ended September 30,
	2025
US$(000)	2024
US$(000)
Depreciation and amortization	9,388	8,790
Administrative expenses, note 18(a)	30	47
	9,418	8,837

Notes of the consolidated financial statements (continued)

(c) The additions during 2025 mainly correspond to work in progress of Filtered tailings plant project for approximately US$8,700,000. The filter plant is expected to start commissioning by year end 2025 and be fully operational in early Q1 2026.

Others additions are the construction of infrastructure associated with the Raul deepening for approximately US$4,500,000, the construction of ventilation systems in the raul and Vinchos areas for approximately US$2,700,000, the regrowth of the tailing's dam for approximately US$1,100,000 and acquisition of specialized equipment for production (remans, mills, jumbos, scoops, crushers among others) for approximately US$5,800,000.

During 2024, the company mainly executed the construction of infrastructure associated with the Raul deepening for approximately US$3,400,000, and construction of ventilation systems for approximately US$2,800,000 and acquisition of specialized equipment production (remans screens, jumbos, among others) for approximately US$ 5,500,000.

10. Trade and other payables

(a) This caption is comprised as follows:

	As of September 30, 2025 US$(000)	As of December 31, 2024 US$(000)
Trade account payables - Suppliers (b)	26,462	23,293
Other accounts payable - Accounts payable from related parties, note 22(b)	7,746	-
Salaries, profit sharing and employee's severance indemnities	9,431	7,030
Other taxes	2,988	3,958
Other	228	233
	20,393	11,221
Total	46,855	34,514
	As of September 30, 2025 US$(000)	As of December 31, 2024 US$(000)
Classification by maturity
Current portion	37,307	32,605
Non current portion	9,548	1,909
Total	46,855	34,514

(b) This item includes commercial invoices originated, mainly, by the acquisition of materials and supplies for the extraction, exploitation, and production of the mining activities of the Group. These invoices are mainly stated in U.S. dollars and do not accrue interest.

Notes of the consolidated financial statements (continued)

As of September 30, 2025, the Group has payable bills to local suppliers for US$ 4,501,000, which has been paid through factoring transactions (US$3,359,000 as of December 31, 2024). It should be noted that under this type of agreement, the liability is deemed to be extinguished when the Group pays the invoice to the Bank on the due date, any transaction between the supplier and the Bank is only between those two parties and does not legally extinguish the account payable of the Group.

In essence, the operation does not qualify as financing because the Group has sufficient cash to avoid financial debt in this type of transaction.

11. Provisions

(a) This caption is comprised as follows:

	As of September 30,	As of December 31,
	2025	2024
	US$(000)	US$(000)
Mine closure provision (b)	11,303	10,350
Provision on legal and tax contingencies	4,367	4,518
	15,670	14,868
Classification by maturity:
Current portion	758	110
Non-current portion	14,912	14,758
	15,670	14,868

(b) The movement of the mine closure provision for each of the mining unit is as follows:

| | Acumulación
Condestable
US$(000) |
| --- | --- |
| As of January 1, 2024 | 10,289 |
| Updated by mine closure at present value | (289) |
| Change in estimates, | 654 |
| Disbursements | (304) |
| As of December 31, 2024 | 10,350 |
| Updated by mine closure at present value | 572 |
| Change in estimates note 21 | 529 |
| Disbursements | (148) |
| As of September 30, 2025 | 11,303 |

Notes of the consolidated financial statements (continued)

| | As of September 30, 2025
US$(000) | As of December 31, 2024
US$(000) |
| --- | --- | --- |
| Classification by maturity: | | |
| Current portion | 758 | 110 |
| Non-current portion | 10,545 | 10,240 |
| | 11,303 | 10,350 |
| Remaining useful life in years: | 12 | 13 |

The Group makes full provision for the future cost of rehabilitating mine sites and related production facilities on a discounted basis at the time of developing the mines and installing and using those facilities.

The provision represents the present value of remediation costs relating to mine sites, which are expected to be incurred up to 2043. This provision has been created based on studies made by independent parties. These estimates are reviewed regularly to take into account any material changes to the assumptions. However, actual rehabilitation costs will ultimately depend upon future market prices for the necessary rehabilitation works required that will reflect market conditions at the relevant time.

The provision for mine closure corresponds mostly to activities that must be carried out for restoring the mining units and areas affected by operation and production activities. The principal works to be performed correspond to earthworks, re-vegetation efforts and dismantling of the plants. Closure budgets are reviewed regularly to take into account any significant change in the studies conducted. Nevertheless, the closure costs of mining units will depend on the market prices for the closure works required, which would reflect future economic conditions. Also, the time when the disbursements will be performed depends on the useful life of the mine, which will be based on future metals prices.

As of September 30, 2025, and December 31, 2024, the future value of the provision for mining closure unit "Acumulación Condestable" amount remains US$16,461,000, which have been discounted using an annual risk-free discount rate adjusted by the specific risk of this provision from 1.72 to 3.80 percent for a period from 1 to 33 years as of December 31, 2024 (1.43 to 3.65 percent for a period from 1 to 34 years as of December 31, 2024). Company's Management has scheduled to make disbursements in the mid and long-term periods.

Group's Management has scheduled to make disbursements in the mid and long-term periods.

Notes of the consolidated financial statements (continued)

12. Interest-bearing loans and borrowing

(a) This caption is comprised as follows:

	As of September 30, 2025 US$(000)	As of December 31, 2024 US$(000)
Loans and payable notes
Banco de Crédito del Perú (c)	14,600	17,173
ICBC Perú Bank (d)	12,165	12,151
Banco Interamericano de Finanzas S.A. (e)	7,516	7,005
Finance lease contracts (f)	5,008	7,802
Banco BBVA (g)	7,451	-
Total	46,740	44,131
Less: Structuring cost of loans	(39)	(50)
	46,701	44,081
Classification by maturity:
Current portion	25,576	17,681
Non-current portion	21,125	26,400
	46,701	44,081

(b) The following shows the movement of this item:

	As of September 30, 2025 US$(000)	As of December 31, 2024 US$(000)
Initial balance	44,081	36,884
Obtaining of new loans	37,200	65,400
Long-term debt payments	(31,796)	(54,139)
Finance lease payments	(3,481)	(6,008)
Acquisition of machinery and equipment through finance leases that do not generate cash flow	686	1,926
Structuring cost of loans	11	18
Ending balance	46,701	44,081

(c) During August 2024, CMC cancelled a medium-term credit facility of US$15,000,000 with Banco de Crédito del Perú. The company obtained a new medium-term credit with an interest rate of 7.30 percent. This credit will be paid for 6 years through monthly payments until July 2030.

Notes of the consolidated financial statements (continued)

Per the terms of this credit contract, CMC is obligated, among other requirements, to abide by the following covenants:

Leverage covenant under 1.3x.
Debt service coverage covenant (cash flow for debt service/debt service) over 1.2x.
The useful lifespan of the mine (proven and probable reserves/ore processed in the last 12 months) must exceed the remaining term of the loan by a year, as of the mediation date.

As of September 30, 2025, CMC has met the covenants established for the stated period in addition to the other obligations stipulated within the contract.

During April 2025, CMC obtained a note payable of US$6,000,000 with an interest rate of 4.95 percent. As of December 31, 2024, CMC has two note payable amounting to US$3,005,000 with an interest rate between 6.31 and 6.39 percent.

(d) During August 2024, CMC obtained a medium-term credit facility of US$12,000,000 with ICBC PERÚ BANK with an interest rate of 8.38 percent. This credit will be paid for 6 years through monthly payments until July 2030.

Per the terms of this credit contract, the Company is obligated, among other requirements, to abide by the following covenants:

Leverage covenant under 3.00x.
Debt service coverage covenant over 1.25x.

As of September 30, 2025, CMC has met the covenants established for the stated period in addition to the other obligations stipulated within the contract.

(e) As of September 30, 2025, CMC has two note payable amounting to US$7,516,000 with Banco Interamericano de Finanzas S.A. with an interest rate of 4.45 and 4.80 percent. As of December 31, 2024, CMC has five note payable amounting to US$7,005,000 with an interest rate between 6.8 and 7 percent.

Notes of the consolidated financial statements (continued)

(f) Loans received under financial leases are secured with the same assets acquired. The financial leases maintained by the Group as of December 31, 2024 and 2023 are as follows:

Counterparty	Original currency	Annual interest rate	Maturity	Total
				As of September 30, 2025 US$(000)	As of December 31, 2024 US$(000)
		%
ICBC Peru Bank (9 contracts)	US Dollar	Between 2.50 and 8.80	Between March 2022 and June 2028	2,699	4,703
Banco Santander del Peru S.A. (4 contracts)	US Dollar	Between 5.50 and 8.60	Between April 2022 and February 2027	1,669	3,099
Banco BBVA (1 contract)	US Dollar	5.98	Between February 2025 and January 2028	640	-
Total				5,008	7,802
Maturity:
Current portion				1,843	4,630
Non-current portion				3,165	3,172
				5,008	7,802

As September 30, 2025 and 2024, financial leases with financial entities originated interests for approximately US$315,000 and US$455,000, respectively (see note 21)

(g) As of September 30, 2025, the company has five note payable amounting to US$7,451,000 with interest rate between 4.57 and 4.80 percent. As of December 31, 2024, the company not have note payable

(h) The long-term portion of the financial obligations held by the Group matures as follows:

	As of September 30, 2025 US$(000)	As of December 31, 2024 US$(000)
Between 1 and 2 years	12,847	13,915
Between 3 and 5 years	8,278	12,485
Total	21,125	26,400

(i) As September 30, 2025, and 2024, these financial obligations originated interest for approximately US$1,986,000 and US$1,571,000, respectively, see note 21.

Notes of the consolidated financial statements (continued)

13. Income tax

(a) The income tax income (expense) shown in the condensed combined interim income statement consists of:

	As of September 30, 2025 US$(000)	As of September 30, 2024 US$(000)
Current tax
Income tax	(13,551)	(10,686)
Mining royalty	(1,529)	(1,419)
Special mining tax	(1,420)	(1,323)
	(16,500)	(13,428)
Deferred tax
Income tax	1,659	(1,619)
Mining tax and royalties	(2,163)	(2,994)
	(504)	(4,613)
Total	(17,004)	(18,041)

(b) As of September 30, 2025 and December 31, 2024 the balance of income tax payable net of advanced payments is comprised as follows:

	As of September 30, 2025 US$(000)	As of December 31, 2024 US$(000)
Income tax	(4,529)	(6,374)
Mining royalty	(499)	(490)
Special mining tax	(379)	(424)
Total	(5,407)	(7,288)

Notes of the consolidated financial statements (continued)

(c) The deferred income tax balance as of September 30, 2025 and December 31, 2024 in the combined statement of financial position, is as follows:

| | As of September 30, 2025
US$(000) | As of December 31, 2024
US$(000) |
| --- | --- | --- |
| Deferred income tax asset | | |
| Southern Peaks Mining Peru S.A.C. | 680 | 661 |
| Deferred income tax asset, net | 680 | 661 |
| Deferred income tax liability | | |
| Compañía Minera Condestable S.A. | 24,176 | 23,451 |
| Ariana Management Corporation | (117) | 85 |
| Deferred income tax liability, net | 24,059 | 23,536 |

14. Contract liability

(a) This caption is made up as follows:

| | As of September 30, 2025
US$(000) | As of December 31, 2024
US$(000) |
| --- | --- | --- |
| Beginning balance | 96,356 | 110,029 |
| Additions (Upfront payment) | - | 10,000 |
| Gold and silver certificates | (30,205) | (29,591) |
| Collection from Franco Nevada | 6,041 | 5,918 |
| Liability drawdown | (24,164) | (13,673) |
| As of September 31, 2025 | 72,192 | 96,356 |
| Current portion | 10,152 | 11,234 |
| Non-current portion | 62,040 | 85,122 |
| Total Contract liability | 72,192 | 96,356 |

(b) Considering the mentioned in note 1(b), on March 8, 2021, the Group entered into a definitive Purchase and Sale Agreement (the "Stream Agreement") with Franco-Nevada (Barbados) Corporation ("Franco Nevada"), in which Southern Peaks Mining L.P., Ariana Management Corporation S.A.C., and Compañía Minera Condestable S.A., signed as guarantees.

Notes of the consolidated financial statements (continued)

At the beginning of the transaction, Franco Nevada paid an upfront cash consideration of US$165 million and SPM Finance Limited will deliver 2,190 ounces of gold and 72,750 ounces of silver quarterly until December 31, 2025, followed thereafter by variable deliveries based on a percentage of gold and silver. Franco Nevada will pay in cash an ongoing payment of 20 percent of the spot gold and silver price for each ounce of gold and silver delivered. This transaction started on March 15, 2021 and the contract expires in September 2034.

On March 28, 2024, SPM Finance received an additional $10 million in financing from Franco-Nevada, which was updated through an addendum. This addendum stipulates an increase in Phase 3 gold and silver deliveries from 25.0% to 37.5% of the gold and silver contained in concentrates. This increase is expected to apply approximately from the year 2030 until the end of the mine's life.

The ounces delivered from March until September 30, 2025, and December 31, 2024, were 6,570 ounces of gold and 218,250 ounces of silver and 8,760 ounces of gold and 291,000 ounces of silver, respectively. The related collection of 20 percent of the spot gold and silver price for each ounce of gold and silver delivered until September 30, 2025 and December 31, 2024 was US$6,041,000 and US$5,918,000 respectively, the net amount reimbursed to Franco Nevada through certificates was US$24,164,000 and US$23,673,000 respectively.

15. Equity

(a) Partnership unit -

As of September 30, 2025 and December 31, 2024, the partnership interest structure is as follows:

Companies	Number of shares	Nominal value US$	Accounting balance of share capital US$(000)
Southern Peaks Mining Peru S.A.C.	11,152,371	1.00	11,152
Compañía Minera Condestable S.A.	72,044,790	1.00	72,045
Ariana Management Corporation	172,364,857	1.00	172,365
SPM Finance Limited	50,000	1.00	50
Elimination of combination			(120,838)
			134,774

(b) Legal reserve -

As of September 30, 2025, the Group's legal reserve amounted to approximately US$180,000, remaining unchanged during the period.

The transaction corresponds to the transfer of shares of Ariana Operaciones Mineras S.A.C. (AOM) from Ariana Management Corporation (AMC) to its parent company, Southern Peaks Mining LP, for nil consideration.

Notes of the consolidated financial statements (continued)

(d) At the Shareholders' Meeting held on August 16, 2024, Ariana Management Corporation agreed to prepay dividends for approximately US$49,477,000

16. Revenue from contracts with customers

(a) This caption is comprised as follows:

Concentrate sales -

	As of September 30, 2025		As of September 30, 2024
	DMT(000)	US$(000)	DMT(000)	US$(000)
	(Unaudited)		(Unaudited)
Copper concentrate	57,488	152,022	57,943	140,487
Embedded derivatives (b)		897		765
Sales		152,919		141,252

Concentrate sales include adjustments to the provisional sale value resulting from changes in the fair value of the embedded derivative.

Gold and silver certificates -

	As of September 30, 2025		As of September 30, 2024
	Oz (Unaudited)	US$(000)	Oz (Unaudited)	US$(000)
Gold	6,570	24,339	6,570	18,233
Silver	218,250	9,141	218,250	7,151
		33,480		25,384

During 2025, SPM Finance sold gold and silver certificates for 6,570 ounces and 218,250 ounces, respectively. This sale was made to Franco Nevada in accordance with the contract described in the note 1(b).

According to the accounting standards, the sales includes the interest implicit considered as part of the contract liability and also is presented as part to the financial cost. The related amount is approximately US$3,274,000 and US$3,853,000 respectively.

(b) Embedded derivative from concentrate sales -

Sales of concentrates are based on commercial contracts, under which a provisional sales value is determined based on future quotations (forward). The adjustment to sales is considered an embedded derivative, which is required to be separated from the host contract. Commercial contracts are linked to market prices at the dates of the expected settlements of the open positions as of September 30, 2025 and 2024. The embedded derivative does not qualify for hedge accounting; therefore, changes in the fair value are recorded as an adjustment to net sales.

Notes of the consolidated financial statements (continued)

In 2025, sales to Trafigura Peru S.A.C. represented 96 percent from the total net sales of the Group (89 percent in 2024). As of September 30, 2025, 96 percent of the receivables correspond to this customer (89 percent as of September 30, 2024).

Trafigura Peru S.A.C. is a trader related to the mining business. The Group's sales of concentrates are delivered to this national and well-known entity. This client has long-term sales contracts that guarantee supplying it the production from the Group's mines.

Cost of sales, excluding depreciation and amortization

This caption is comprised as follows:

	As of September	As of September
	30, 2025	30, 2024
	US$(000)	US$(000)
Services provided by third parties	29,983	27,024
Personnel expenses, note 19(b)	24,635	22,337
Gold and silver certificates, note 1(b)	29,777	21,494
Spare parts and supplies consumptions	16,368	15,957
Electrical Energy	7,698	7,618
Other production cost	2,069	2,689
	110,530	97,119

Notes of the consolidated financial statements (continued)

18. Administrative expenses

(a) This caption is comprised as follows:

	As of September 30, 2025 US$(000)	As of September 30, 2024 US$(000)
Personnel expenses, note 19(b)	5,403	4,923
Professional fees (b)	830	856
Licenses	458	402
Utilities	199	186
Right-of-use assets depreciation, note 8(b)	188	227
Contributions to institutions	149	107
Donation	115	38
Insurance	107	93
Maintenance and repairs	88	71
Office and other rentals	86	75
Amortization	75	69
Taxes	62	45
Advertising	34	74
Property, furniture and equipment depreciation, note 9(b)	30	47
Other (c)	425	335
	8,249	7,548

(b) As of September 30, 2025 and 2024, this item includes invoices related to financial auditing services and miscellaneous services.

Notes of the consolidated financial statements (continued)

19. Personnel expenses

(a) The detail of personal expenses is comprised as follows:

| | As of September
30, 2025
US$(000) | As of September
30, 2024
US$(000) |
| --- | --- | --- |
| Salaries | 13,800 | 12,684 |
| Workers' profit sharing | 4,015 | 3,165 |
| Legal gratifications | 2,603 | 2,421 |
| Insurance | 1,697 | 1,628 |
| Social contributions | 1,601 | 1,509 |
| Staff feeding | 1,597 | 1,477 |
| Severance indemnities | 1,624 | 1,399 |
| Extraordinary gratifications | 1,252 | 1,308 |
| Vacations | 1,240 | 1,142 |
| Other | 634 | 551 |
| | 30,063 | 27,284 |

(b) The following shows the distribution of payroll expenses:

| | As of September
30, 2025
US$(000) | As of September
30, 2024
US$(000) |
| --- | --- | --- |
| Cost of sales, note 17 | 24,635 | 22,337 |
| Administrative expenses, note 18(a) | 5,403 | 4,923 |
| Selling expenses | 25 | 24 |
| | 30,063 | 27,284 |

(c) The remuneration of the Group's management totals US$1,462,800 and US$1,855,300 for September 30, 2025 and December 31, 2024, respectively.

(d) As of September 30, 2025 and December 31, 2024, the average number of employees and workers was 1,090 and 1,092, respectively.

Notes of the consolidated financial statements (continued)

20. Other expenses

(a) This caption is comprised as follows:

	As of September 30, 2025 US$(000)	As of September 30, 2024 US$(000)
Expenses
Write-off of uncollected receivables from related parties, note 22(a)	104,354	45,122
Write-off of property, plant and equipment	929	734
Write-off of exploration and evaluation	715	-
Donations	369	407
Administrative penalties	205	363
Allowance for obsolescence of spare parts and supplies, note 7(b)	94	105
Loss of sale of supplies	-	14
Write-off of uncollected receivables of third parties, note 6(b)	-	50,089
Other	507	410
	107,173	97,244

21. Finance income and expenses

This caption is comprised as follows:

	As of September 30, 2025 US$(000)	As of September 30, 2024 US$(000)
Finance income
Implicit interest on loans to related parties	13,774	15,640
Other	273	137
	14,047	15,777
Finance costs
Interest on contractual obligations, note 16(a)	3,274	3,853
Interests from long-term obligations, note 12(i)	1,986	1,571
Implicit interest on loan to related parties	1,518	-
Interest paid for customers advances	795	775
Updated by mine closure at present value, note 11(b)	529	72
Interest from financial lease, note 12(f)	315	455
Right-of-use assets interest	255	105
Cost stream structuring	202	197
Banks charges and commissions	41	105
	8,915	7,133

Notes of the consolidated financial statements (continued)

22. Transactions with related parties

(a) As September 30,2025 and September 2024, the Company engaged in the following transactions with its related parties:

| | As of September 30, 2025
US$(000) | As of September 30, 2024
US$(000) |
| --- | --- | --- |
| Finance income, (costs) | | |
| Finance income - Implicit interests on loans to related parties | 13,774 | 15,640 |
| Finance costs- Implicit interests on loans to related parties, note 21 | (1,518) | - |
| | 12,256 | 15,640 |
| Expenses | | |
| Write-off of uncollected receivables, note 20 | 104,354 | 45,122 |
| | 104,354 | 45,122 |
| Loans provided | | |
| Southern Peaks Mining L.P. | (33,732) | (30,440) |
| Ariana Operaciones Mineras S.A.C. | (2,363) | (4,709) |
| | (36,095) | (35,149) |
| Loans collections | | |
| Southern Peaks Mining L.P. | 24,830 | 27,157 |
| | 24,830 | 27,157 |
| Loans receveid | | |
| Southern Peaks Mining L.P. | 10,995 | - |
| | 10,995 | - |
| Payment received | | |
| Southern Peaks Mining L.P. | (2,214) | - |
| | (2,214) | - |

Notes of the consolidated financial statements (continued)

(b) As a result of transactions with related parties previously mentioned, the Group has the following accounts receivable and payable balances as of September 30, 2025 and as December 31, 2024:

	As of September 30,	As of December 31,
	2025	2024
	US$(000)	US$(000)
Account receivable, note 6(a)
Other -
Southern Peaks Mining L.P. (b.1)	11,708	97,663
Ariana Operaciones Mineras S.A.C.	-	26,266
	11,708	123,929
Classification by maturity:
Current portion	-	179
Non-current portion	11,708	123,750
	11,708	123,929
Account payable, note 10(a)
Other - no current portion
Southern Peaks Mining LP	7,746	-
	7,746	-

The Company performs its transactions with related parties on terms equivalent to those that prevail in arm's transactional.

(b.1) As of September 30, 2025, accounts receivable from related parties amount to US$11,708,000 (US$97,663,000 in December, 2024), mainly corresponding to loans granted for working capital and corporate purposes, which have no defined maturity and do not bear interest. These balances are distributed among Southern Peaks Mining Perú (US$4,409,000) and Compañía Minera Condestable (US$7,299,000), the latter primarily arising from the streaming transaction executed with Franco Nevada. The loans have no specific guarantees and are expected to be recovered in the long term through future transactions.

23. Commitments and Contingencies

A disclosure of significant contingencies and commitments outstanding as of December 31, 2024, is included in Notes 31 and 32 to the annual combined financial statements. As of September 30, 2025, there were no significant changes in contingent liabilities or assets and commitments since the last annual reporting date.

Notes of the consolidated financial statements (continued)

24. Hedging embedded derivative for concentrate operations, net

Embedded derivatives of commercial contracts -

As of September 30, 2025, the Group has embedded derivatives based on estimated future price of copper on the expected date of settlement. Final sales price of concentrate will be established in the coming months according to the terms of the commercial contract. The provision for embedded derivatives to be liquidated in the future as of September 30, 2025 is amounting to US$ 720 (US$1,201 as of September 30, 2024).

The provisional settlements (in metric tons of copper concentrate) maintained as of September 30, 2025 and 2024, its final settlement period and the fair value of the embedded derivatives is:

As of September 30, 2025:

Metal	Quantity DMT	Quote period	Quotation		Fair Value US$(000) (Unaudited)
			Provisional Low-High US$ (Unaudited)	Future Low-High US$ (Unaudited)
Copper	5,430	Ago-25	9,576	9,781	241
Copper	19,078	Set-25	9,896	10,277	479
			Total asset		720

As of September 30, 2024:

Metal	Quantity DMT	Quote period	Quotation		Fair Value US$(000) (Unaudited)
			Provisional Low-High US$ (Unaudited)	Future Low-High US$ (Unaudited)
Copper	6,449	Ago-24	8,792	9,255	611
Copper	6,078	Set-24	9,250	9,664	590
			Total asset		1,201

Notes of the consolidated financial statements (continued)

25. Disclosure of segment information

The main Group's assets and operations are located in Lima. Management has determined its operating segments based on reports that the Group's Chief Operating Decision Maker (CODM), the Chief Executive Officer, uses for making decisions. Considering the main types of activities, the Group has two reportable operating segments, as follows:

Production and sale of minerals
Exploration and development activities

No operating segments have been aggregated to form the above reportable operating segments.

The CODM monitors the operating results of the business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the combined financial statements.

Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.

Other and corporate information mainly includes the following:

In segment information of profit and loss -

Administrative expenses, other income (expenses), exchange gain (loss), finance costs and income and income tax related to Southern Peaks Mining Peru S.A.C., management service subsidiary, and the Group.

In the segment information of assets and liabilities -

Assets and liabilities of the non-operational or exploration entities, Southern Peaks Mining Peru S.A.C., management service subsidiary, and the Partnership.

Adjustments and eliminations mainly include the following:

In segment information of combined statements of profit and loss -

The elimination of intercompany services and cost of services.
The elimination of interests of Intercompany receivables and payables.

In the segment information of assets and liabilities -

The elimination of any equity pickup investments of the subsidiaries of the Parent company.
The elimination of intercompany receivables and payables.

Notes of the consolidated financial statements (continued)

The most significant balances per segment are as follows:

As September 30,2025	Production and sale of minerals US$(000)	Exploration and development activities US$(000)	Other and Corporate US$(000)	Total operating segments US$(000)	Adjustments and eliminations US$(000)	Total US$(000)
Revenue	152,919	-	33,480	186,399	-	186,399
Operating costs	(93,321)	-	(29,777)	(123,098)	-	(123,098)
Cost of sales, excluding depreciation and amortization	(80,753)	-	(29,777)	(110,530)	-	(110,530)
Depreciation and amortization	(12,568)	-	-	(12,568)	-	(12,568)
Gross profit	59,598	-	3,703	63,301	-	63,301
Administrative expenses	(7,941)	(15)	(4,564)	(12,520)	4,271	(8,249)
Selling expenses	(1,112)	-	-	(1,112)	-	(1,112)
Other income	632	-	4,272	4,904	(4,271)	633
Other expenses	(30,856)	(1,240)	(75,077)	(107,173)	-	(107,173)
Finance income	5,986	89	8,377	14,452	(405)	14,047
Finance costs	(5,404)	(31)	(3,885)	(9,320)	405	(8,915)
Net loss from currency exchange difference	3,237	(1,952)	154	1,439	-	1,439
Profit (loss) before income tax	24,140	(3,149)	(67,020)	(46,029)	-	(46,029)
Income tax	(17,346)	202	131	(17,013)	9	(17,004)
Loss for the year	6,794	(2,947)	(66,889)	(63,042)	9	(63,033)
Segment assets	250,864	123,472	11,446	385,782	(161,554)	224,228
Segment liabilities	134,045	35,353	84,643	254,041	(38,454)	215,587
Capital expenditures	22,536	-	-	22,536	-	22,536
Non current assets	210,323	123,116	9,166	342,605	(160,933)	181,672

Notes of the consolidated financial statements (continued)

As September 30,2024	Production and sale of minerals US$(000)	Exploration and development activities US$(000)	Other and Corporate US$(000)	Total operating segments US$(000)	Adjustments and eliminations US$(000)	Total US$(000)
Revenue	141,252	-	25,384	166,636	-	166,636
Operating costs	(87,783)	-	(21,494)	(109,277)	-	(109,277)
Cost of sales, excluding depreciation and amortization	(75,625)	-	(21,494)	(97,119)	-	(97,119)
Depreciation and amortization	(12,158)	-	-	(12,158)	-	(12,158)
Gross profit	53,469	-	3,890	57,359	-	57,359
Administrative expenses	(7,344)	(85)	(4,288)	(11,717)	4,169	(7,548)
Selling expenses	(1,144)	-	-	(1,144)	-	(1,144)
Other income	303	50,958	4,172	55,433	(4,169)	51,264
Other expenses	(97,242)	-	(2)	(97,244)	-	(97,244)
Finance income	10,334	25	5,849	16,208	(431)	15,777
Finance costs	(3,068)	(220)	(4,276)	(7,564)	431	(7,133)
Net loss from currency exchange difference	(680)	26	(2)	(656)	-	(656)
Profit (loss) before income tax	(45,372)	50,704	5,343	10,675	-	10,675
Income tax	(18,091)	63	(13)	(18,041)	-	(18,041)
Loss for the year	(63,463)	50,767	5,330	(7,366)	-	(7,366)
Segment assets	236,511	173,404	96,762	506,677	(178,619)	328,058
Segment liabilities	126,487	953	103,070	230,510	(6,001)	224,509
Capital expenditures	15,725	-	13	15,738	-	15,738
Non current assets	192,007	173,029	94,119	459,155	(177,960)	281,195

Capital expenditures consist of US$ 22,536,000 and US$ 15,738,000 as September 30, 2025 and December 31, 2024, respectively, and are related to additions of property, plant and equipment and exploration and evaluation assets. During September 30, 2025 and December 31, 2024, there were purchases of assets through capital leases amounting to US$687,000 and US$1,926,000 respectively.

The "Other and Corporate" segment represent operations of the Group related to administrative activities and gold and silver certificates sales.

Geographic information

All revenues are mainly from Peruvian clients. As of March 8, 2021 and in compliance with the "Stream Agreement" (note 1(b)), the Group sells gold and silver certificates to Franco Nevada (entity based on Barbados).

As of September 30, 2025 and December 31, 2024, all non-current assets are located in Peru.

Notes of the consolidated financial statements (continued)

Reconciliation of segment profit

The reconciliation of segment profit to the combined profit from continued operations is as follows:

	As of September 30, 2025 US$(000)	As of September 30, 2024 US$(000)
Segments profit from continued operations	(63,042)	(7,366)
Elimination of intercompany services	(4,271)	(4,169)
Elimination of intercompany cost of services	4,271	4,169
Elimination of interest income	(396)	(431)
Elimination of interest cost	405	431
Combined profit from continued operations	(63,033)	(7,366)

Reconciliation of segment assets

The reconciliation of segment assets to the combined assets is as follows:

	As of September 30, 2025 US$(000)	As of December 31, 2024 US$(000)
Segments assets	385,782	506,677
Elimination of equity pick up investments of the subsidiaries and associates of the Parent company	(122,927)	(171,721)
Elimination of intercompany receivables	(38,620)	(6,058)
Other	(7)	(840)
Combined assets	224,228	328,058

Reconciliation of segment liabilities

The reconciliation of segment liabilities to the combined liabilities is as follows:

	As of September 30, 2025 US$(000)	As of December 31, 2024 US$(000)
Segments liabilities	254,041	230,510
Elimination of intercompany payables	(38,454)	(6,001)
Combined liabilities	215,587	224,509

Notes of the consolidated financial statements (continued)

26. Events after the reporting period

No significant events were identified that occurred between the reporting date and the date of issuance of the condensed interim combined financial statements that require disclosure.

The accompanying financial statements were prepared based on the conditions existing as of September 30, 2025 and considering those events that occurred after that date that provided evidence of conditions that existed at the end of the reporting period up to their issuance date.

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EXHIBIT C

PURCHASE PRICE ALLOCATION

SPM Entity	Equityholder	Number of SPM Securities	Purchase Price (%)
AMC	Southern Peaks Mining L.P.	508,089,687	96.0368655%
	Adolfo Fernando Vera Fernandez	2	0.0000004%
SPM Peru	Southern Peaks Mining L.P.	29,039,399	3.9631335%
	Adolfo Fernando Vera Fernandez	1	0.0000001%
SPM Finance	Southern Peaks Mining L.P.	1	0.0000005%
Total	--	--	100.0000000%

C-1

EXHIBIT D

FORM OF VENDOR MEZZANINE PROMISSORY NOTE

See attached.

D-1

RIO2 LIMITED
PROMISSORY NOTE

$10,000,000
[Date]

ARTICLE 1
PROMISE TO PAY

Section 1.1 Promise to Pay.

FOR VALUE RECEIVED, Rio2 Limited (hereinafter referred to as the "Borrower") PROMISES TO PAY, subject to the terms and conditions of this Note, to or to the order of Southern Peaks Mining L.P. (the "Lender"), acting through its general partner, General Partner (as defined below) (the "Lender"), or its permitted assigns, at its registered office at c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, George Town, Cayman Islands or such other place as the Lender may designate, the principal amount of TEN MILLION DOLLARS in lawful money of the United States of America ($10,000,000), together with interest thereon and subject to repayment and prepayment as hereinafter provided.

Section 1.2 Interest.

(1) The Borrower shall pay interest on the unpaid Principal Amount from the date of this Note until the Principal Amount is repaid in full, at a rate per annum equal, at all times, to the U.S. Prime Rate in effect from time to time plus the Applicable Margin.

(2) Interest shall be payable in arrears (i) on the last day of each Financial Quarter that occurs following the date hereof (including, for greater certainty, during the Grace Period), and (ii) when the unpaid Principal Amount becomes due and payable in full, or is repaid or prepaid (without duplication). Interest shall be computed on a daily basis based upon the outstanding Principal Amount as of the applicable date of determination.

Section 1.3 Mandatory Repayments.

(1) The Borrower shall repay (subject to Section 7.2) the Principal Amount in quarterly instalments of $550,000, the first instalment to be due and payable on the last day of the first full Financial Quarter that occurs following the Grace Period, and each instalment after that date to be due and payable on the last day of each subsequent Financial Quarter, until the earlier of (i) the Maturity Date, and (ii) the date on which the Principal Amount has been repaid in full.

(2) The Borrower shall repay (subject to Section 7.2) the remaining Principal Amount (together with all accrued interest thereon), in full, on the Maturity Date.

Section 1.4 Mandatory Prepayments.

(1) Subject to the Intercreditor Agreements, within ten (10) days after receipt by any of the Restricted Subsidiaries of Net Proceeds of property insurance with respect to the Condestable Project or any other the Assets of the Restricted Subsidiaries as a result of an event that does or is reasonably likely to have a material adverse effect on the Condestable

Project, make a prepayment under this Note, or, to the extent the Lender is loss payee under any insurance policy, irrevocably direct the Lender to make a prepayment under this Note, in an aggregate amount equal to 100% of such Net Proceeds, such prepayment to be applied in accordance with Section 1.9, provided that:

(a) so long as no Default or Event of Default has occurred and is continuing, no such prepayment shall be required on such date to the extent that the Borrower has delivered a certificate to the Lender on or prior to such date stating that such Net Proceeds shall be used to replace or restore any Assets in respect of which such Net Proceeds were paid within 180 days (or such longer period as the Lender may otherwise agree in writing) following receipt (which certificate shall set forth the estimates of the proceeds to be so expended);

(b) all or any portion of such Net Proceeds not required to be applied as a mandatory prepayment under this Note pursuant to Section 1.4(1)(a) and not so used within 180 days after the date of the loss or damage (or such longer period as the Lender may otherwise agree in writing) shall be paid and applied on the last day of such period as a mandatory prepayment under this Note, as provided above in this Section 1.4(1); and

(c) if a Default or Event of Default has occurred and is continuing, then the amount of such Net Proceeds (including proceeds received from business interruption insurance) shall be applied as a mandatory prepayment under this Note, in each case, as provided above in this Section 1.4(1).

(2) Subject to the Intercreditor Agreements, within ten (10) days of receipt by any of the Restricted Subsidiaries of any payment, distributions or other valuable compensation as a consequence of or in respect of any act of expropriation relating to the Condestable Project or the Restricted Subsidiaries, the Borrower shall pay or cause to be paid to the Lender 100% of such amount(s), such prepayment to be applied in accordance with Section 1.9.

Section 1.5 Optional Prepayments.

The Borrower may, subject to the provisions of this Note and the Intercreditor Agreement (Mezzanine), prepay without penalty or bonus all or any portion of the Principal Amount upon two (2) Business Days' notice to the Lender stating the proposed date and aggregate principal amount of any such prepayment. The Borrower shall, on the specified date, pay to the Lender the amount of the proposed prepayment (together with all accrued interest on such amount). Each partial prepayment shall be in an aggregate principal amount of $1,000,000 or in a multiple of $100,000 in excess thereof (unless the Principal Amount is less than $1,000,000, in which case such partial prepayment may be in an amount equal to the Principal Amount at such time), such prepayment to be applied in accordance with Section 1.9 (and for greater certainty, any such prepayment shall be applied 50/50 to repayment of the Senior Note in accordance with the provisions of the Intercreditor Agreement (Mezzanine)).

Section 1.6 Evidence of Debt.

The indebtedness of the Borrower under this Note, from time to time, shall be evidenced by the records of the Lender.

Section 1.7 Structuring Fee.

Upon execution of this Note, the Borrower shall pay to the Lender a structuring fee in an amount equal to two percent (2%) of the principal amount of this Note, which fee shall be fully earned and due and payable on the date hereof.

Section 1.8 Payments under this Note.

(1) All payments to be made by the Borrower shall be made in accordance with the SPA and without condition or deduction for any counterclaim, defense, recoupment or set-off, except for the Peruvian Withholding Tax (as this term is defined in the SPA). Unless otherwise expressly provided in this Note, the Borrower shall make any payment required to be made by it to the Lender by wire transfer in immediately available funds not later than 2:00 p.m. (Eastern time) on the date the payment is due to the account most recently specified by the Lender for such purpose. The Borrower shall make each repayment or prepayment in Dollars.

(2) Notwithstanding anything in this Note to the contrary, the Borrower shall be entitled to withhold and deduct from any principal payment made pursuant to this Agreement the Peruvian Withholding Tax (as this term is defined in the SPA) applicable to the principal, as defined to be part of the Purchase Price (as this term is defined in the SPA) payable by AcquireCo under the SPA. The calculation and amount of such Peruvian Withholding Tax shall be determined in accordance with the formulas and methodologies set forth in the SPA. To the extent that such amounts are withheld and paid over to the appropriate Governmental Authority, such withheld amounts shall, for all purposes of this Note, be treated as having been paid to the Person in respect of whom such deduction and withholding were made, effectively reducing the amount of principal paid.

(3) For purposes of the SPA, any payment, prepayment or repayment by the Borrower of any Principal Amount shall constitute a payment of such portion of the Purchase Price (as defined in the SPA) in accordance with Section 2.3(c) of the SPA.

Section 1.9 Application of Payments and Prepayments.

(1) Subject to the Intercreditor Agreement (Mezzanine), all mandatory prepayments received by the Lender pursuant to Section 1.4, and optional prepayments under this Note pursuant to Section 1.5, shall be applied by the Lender to the amounts due pursuant to Section 1.3, in the inverse order of their maturity, together with any accrued interest on such amounts.

any Fees which are due and owing, (ii) second, in reduction of the Borrower's obligation to pay any expenses, claims or losses referred to in Section 8.4 or otherwise hereunder, and (iii) third, in reduction of the Borrower's obligation to pay any amounts due and owing on account of any unpaid Principal Amount which is due and owing.

Section 1.10 Computations of Interest.

(1) All computations of interest shall be made by the Lender taking into account the actual number of days occurring in the period for which such interest is payable and on the basis of a year of 365 days.

(2) For purposes of the Interest Act (Canada), (i) whenever any interest under this Note is calculated using a rate based on a year of 365 days or such other period that is less than a calendar year, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 365 days or such other period that is less than a calendar year, as the case may be, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and (z) divided by 365 or such other period that is less than a calendar year, as the case may be, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Note, and (iii) the rates of interest stipulated in this Note are intended to be nominal rates and not effective rates or yields.

(3) If any provision of this Note or of any of the other Credit Documents would obligate the Borrower or a Restricted Subsidiary to make any payment of interest or other amount payable to the Lender that constitutes or is treated as interest under Applicable Law in an amount or calculated at a rate which would be prohibited by Applicable Law in respect of its being contracted for, charged, made or received, then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate, as the case may be, as would not be so prohibited by Applicable Law, such adjustment to be effected, to the extent necessary, as follows: firstly, by reducing the amount or rate of interest required to be paid to the Lender under the applicable Credit Document, and thereafter, by reducing any other amounts required to be paid to the Lender which would constitute or be treated as interest for purposes of Applicable Law.

ARTICLE 2 INTERPRETATION

Section 2.1 Defined Terms.

As used in this Note, the following terms have the following meanings:

"AcquireCo" means Rio2 Operaciones S.A.C., a closed corporation (sociedad anónima cerrada) existing pursuant to the laws of Perú.

"Adjusted Consolidated EBITDA" means, for any period, Consolidated EBITDA less:

(a) Unfinanced Capital Expenditures made by any Rio2 Group Member during such period;

(b) non-cash revenue in relation to the amortization of the Uncredited Deposit Balance; and

and adjusted to account for the increase or decrease in working capital over such period.

"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

"AMC" means Ariana Management Corporation S.A.C., a closed corporation existing pursuant to the laws of Peru.

"Anti-Corruption Laws" means Applicable Laws that address or sanction bribery, corruption and other corrupt activities such as breach of trust, malfeasance, collusion, fraud or influence peddling, including: (i) the Corruption of Foreign Public Officials Act (Canada); (ii) the Criminal Code of Canada, including sections 121 (Frauds on the Government, 123 (Municipal Corruption) and 426 (Secret Commissions); (iii) the Foreign Corrupt Practices Act of 1977 of the United States of America; (iv) the Organisation for Economic Co-operation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997; (v) the Código Penal of Peru; and (vi) any other Law from any foreign or domestic jurisdiction relating to anti-corruption or antibribery.

"Anti-Money Laundering Laws" means all financial recordkeeping requirements, "know your customer", reporting requirements, anti-terrorist financing and anti-money laundering Applicable Laws, including (i) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); (ii) the Criminal Code of Canada and the Regulations Establishing a List of Entities (anti-terrorism list); (iii) the Freezing of Assets of Corrupt Foreign Officials Act; (iv) the Cayman Islands Anti-Money Laundering Regulations (As Revised); and (v) the anti-money laundering statutes of Peru, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by a Peruvian Governmental Authority related to money laundering, an underlying money laundering offense or any related financial recordkeeping and reporting requirements.

"Applicable Law" means, (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (b) any judgment, order, writ, injunction, determination, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Governmental Authority; in each case, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the Assets of such Person, in each case whether or not having the force of law.

"Applicable Margin" means, at any time during the Grace Period, 9% per annum, and at any time thereafter, 11% per annum.

"Approved Jurisdiction" means United States, Canada, Western Europe, Japan, Australia, Peru, Mexico, Brazil, Chile and South Africa or other jurisdictions approved, from time to time, by the Lender.

"Approved Purchaser" means an entity that is (i) incorporated or organized (with a substantial presence), has its primary stock exchange listing, management headquarters, and/or presence of substantial assets in an Approved Jurisdiction and/or other jurisdictions with substantially equivalent rule of law environment and ability to enforce judgments, or (ii) is otherwise acceptable at the discretion of the Lender, acting reasonably.

"Asset" means, with respect to any Person, any property (including real property), assets and undertakings of such Person of every kind and wheresoever situate, whether now owned or hereafter acquired (and, for greater certainty, includes any equity or like interest of such Person in any other Person).

"Assignment and Assumption" means an assignment and assumption of this Note entered into by the Lender and an assignee, in such form as may be approved by the Lender.

"Banco Factoring Agreement" means the factoring agreement dated as of June 4, 2024 by and between Bank Interamericano de Finanzas (BanBif) and CMC.

"Board of Directors" means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the board of directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.

"Borrower" means, at any time, Rio2 Limited, a corporation incorporated under the laws of Ontario, Canada, and its successors and permitted assigns.

"Borrower Share" means a common share in the capital of the Borrower.

"Budget and Mine Plan" means the final 2026 budget and mine plan in respect of the Fenix Project delivered by the Borrower to the Lender on or before the date thereof.

"Buildings and Fixtures" means all plant, buildings, structures, erections, improvements, appurtenances and fixtures (including fixed machinery and fixed equipment) situate on any of the Subject Properties.

"Business" means the mining, extracting, producing, processing, handling, storing, milling and other processing operations, the planning, exploration, development, and expansion operations and any other business or operations conducted by the Credit Parties or any of them at or relating to the Condestable Project.

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which banks are closed for business in Lima, Peru, New York, New York, United States of America or Vancouver, British Columbia, Canada.

"Capital Expenditures" means all expenditures made by a Person required to be capitalized in accordance with IFRS.

"Capital Lease" means a lease that would, in accordance with IFRS, be treated as a balance sheet liability.

"Cash Equivalents" means any of the following: (i) securities issued, guaranteed or insured by the government of Canada or any province, or the United States of America or any state, maturing not more than one year from the date of acquisition thereof, and (ii) term deposits, certificates of deposit or overnight bank deposits having maturities of not more than 12 months from the date of acquisition issued by the Lender or any commercial bank organized under the laws of Canada or the United States or any state thereof having combined capital and surplus of not less than $500,000,000 (or the Equivalent Amount in any other currency).

"Change in Law" means the occurrence, after the date of this Note, of any of the following: (a) the adoption, making, issuance or taking effect of any Applicable Law, (b) any change in any Applicable Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) compliance by the Lender (or, for the purposes of Section 6.1(2), by any lending office of the Lender or by the Lender's holding company, if any) with any request, rule, regulation, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Note, provided that notwithstanding anything herein to the contrary (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith or in implementation thereof, and (ii) all requests, rules, regulations, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the Canadian, United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted, issued or implemented.

"Change of Control" means the occurrence of any of the following events:

(a) a consolidation, merger, amalgamation, arrangement, reorganization, acquisition, business combination or similar transaction or series of related transactions affecting the Borrower as a result of which the holders of the Borrower Shares prior to the completion of the transaction(s) hold or beneficially own, directly or indirectly, less than 50% of the outstanding Borrower Shares or other equity interests of the successor corporation or other entity after completion of the transaction(s);

other than a disposition to a wholly owned Subsidiary in the course of a reorganization of the Assets of the Borrower and/or its subsidiaries;

(c) an acquisition by any Person or group of Persons acting jointly or in concert of beneficial ownership of more than 50% of the Borrower Shares; or

(d) the Board of Directors of the Borrower adopts a resolution in relation to any transaction(s) referred to in the preceding clauses (a), (b) or (c).

"CMC" means Compañía Minera Condestable S.A., a corporation existing pursuant to the laws of Peru.

"Collateral" means any and all Assets in respect of which the Lender has or will have or is intended to have a Lien pursuant to a Security Document, but in any event shall not include any Excluded Assets.

"Compliance Certificate" means a certificate of the Borrower substantially in the form of Exhibit 5.1(a)(v), signed on its behalf by its chief financial officer or any other officer acceptable to the Lender.

"Condestable Project" means the Condestable copper project comprised of the mining unit "Acumulación Condestable" (which integrates the mining unit "Raul" and the mining unit "Condestable") located in the community of Mala in the Mala District, Cañete Province, Lima Department, Peru as owned or controlled by the Borrower and the Restricted Subsidiaries from and after the date thereof.

"Consolidated Debt Service" means, for any period, the aggregate of (i) all Consolidated Interest Charges, (ii) all regularly scheduled principal, deferred purchase price, Capital Lease or other payments on account of Consolidated Indebtedness and (iii) payments pursuant to metals pre-payment arrangements, in each case for such period.

"Consolidated Depreciation Expense" means, for any period, depreciation, amortization and other non-cash expenses of the Rio2 Group which reduce Consolidated Net Income for such period, determined on a consolidated basis in accordance with IFRS.

"Consolidated EBITDA" means, for any period, Consolidated Net Income,

(a) increased, to the extent deducted in calculating Consolidated Net Income, by the sum of (without duplication):

(i) Consolidated Interest Charges;

(ii) all income taxes of the Rio2 Group accrued in accordance with IFRS for such period;

(iii) Consolidated Depreciation Expense;

(iv) items classified as extraordinary or non-recurring losses and charges, including all customary out-of-pocket costs, fees and expenses paid in

connection with the SPA and the execution and delivery of the Credit Documents;

(v) any other non-cash items reducing Consolidated Net Income (including any non-cash loss arising from fair value changes in the account of the Stream Obligations, but excluding any such non-cash charge to the extent that it represents an accrual or reserve for potential cash charges in any future period or amortization of a prepaid cash charge that was paid in a prior period);

(b) decreased, to the extent included in calculating Consolidated Net Income, by (without duplication):

(i) items classified as extraordinary or non-recurring gains or income; and

(ii) any other non-cash items increasing Consolidated Net Income for such period (including any non-cash gain from fair value changes in the account of the Stream Obligations, but excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash items in any prior period).

"Consolidated Indebtedness" means, at any time, the aggregate stated balance sheet amount of all Debt of the Rio2 Group determined on a consolidated basis plus, to the extent not included in Debt, any indebtedness of the Rio2 Group in respect of receivables sold or discounted (other than to the extent they are sold on a non-recourse basis).

"Consolidated Interest Charges" means, for any period, for the Rio2 Group, the sum of (without duplication of amounts added) (i) the aggregate amount of interest expense (including imputed interest with respect to Capital Lease obligations) accrued during such period on a consolidated basis in accordance with IFRS, (ii) all capitalized interest during such period, (iii) the net amount payable (or less the net amount receivable) by the Borrower and the Restricted Subsidiaries under any interest rate swap, cap or collar arrangements or similar arrangements during such period, and (iv) the aggregate of all purchase discounts relating to the sale of accounts receivable in connection with any asset securitization program.

"Consolidated Net Debt" means, at any time, the aggregate (without duplication) of (i) Consolidated Indebtedness and (ii) the Uncredited Deposit Balance; less cash and Cash Equivalents held by the Rio2 Group on a consolidated basis.

"Consolidated Net Income" means, for any period, the net income (loss) of the Rio2 Group determined on a consolidated basis in accordance with IFRS; provided however, that there shall be excluded therefrom (i) the net income (or loss) of any Person (other than the Restricted Subsidiaries as of the date hereof) accrued prior to the date it becomes a Rio2 Group Member or is merged into, amalgamated with or consolidated with the Borrower or any of its Subsidiaries, (ii) the net income (but not loss) of any Subsidiary of the Borrower to the extent that the declaration of distributions by that Subsidiary of that income is restricted by a contract, operation of law or otherwise (other than with respect to the Restricted Subsidiaries), and (iii) in the case of

10 -

a successor to the Borrower by consolidation or merger or as a transferee of the Borrower's assets, any earnings of the successor corporation prior to the consolidation, merger or transfer of assets.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have corresponding meanings.

"Credit Documents" means this Note, the Security Documents, and all other documents to be executed and delivered to the Lender by the Credit Parties, or any of them, from time to time in connection with this Note or any other Credit Document.

"Credit Parties" means the Borrower and the Restricted Subsidiaries.

"Debt" of any Person means (without duplication):

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, bills or other similar instruments;

(b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit and letters of guarantee, whether or not drawn, and banker's acceptances issued for such Person's account;

(c) all obligations under any Capital Lease or any synthetic lease, tax retention, operating or other lease having substantially the same economic effect as a conditional sale, title retention agreement or similar arrangement, in each case, in respect of which such Person is liable as lessee;

(d) all obligations of such Person for the deferred purchase price of Assets or services, other than current accounts payable arising in the ordinary course of business;

(e) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Assets acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Assets);

(f) the net amount of all obligations of such Person (determined on a mark-to-market basis) under Derivatives Agreements;

(g) all obligations of a Person to purchase, redeem, retire, defease or otherwise acquire for value any Equity Securities in the capital of such Person, or any other ownership or profit interests in such Person, on or prior to the Maturity Date;

(h) the amount of such Person's obligations in respect of all surety and completion bonds and all asset retirement and remediation obligations; and

(i) all Debt of another entity of a type described in clauses (a) through (h) which is secured by a Lien on any Assets of such Person, even if such Person has not

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assumed, directly guaranteed or become liable for the payment of such obligations or such obligations are limited in recourse.

"Debtor Relief Laws" means the Peruvian Ley General del Sistema Concursal, Law No. 27809, as amended, and all other provisional regulatory supervision regime, liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief under the laws of Peru or other applicable jurisdictions from time to time in effect.

"Default" means an event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

"Derivatives Agreement" means any agreement relating to a transaction of a type commonly considered to be a derivatives or hedging transaction or any combination of such transactions, in each case, whether relating to one or more of currencies, interest, commodities, securities or other matters, including (i) any option, collar, floor or cap, (ii) any forward contract, and (iii) any rate swap, basis swap, commodity swap, cross-currency swap or other swap or contract for differences.

"Disposition" means, with respect to any Asset of any Person, any direct or indirect sale, lease (where such Person is the lessor), assignment, cession, transfer, exchange, conveyance, release or gift of such Asset, including by means of a sale and leaseback transaction, or any reorganization, consolidation, amalgamation or merger of such Person pursuant to which such Asset becomes the property of any other Person; and "Dispose" and "Disposed" have meanings correlative thereto.

"Dollars" and "$" means lawful money of the United States of America.

"Environment" means the air, surface water, groundwater (including potable water, navigable water and wetlands), body of water, any land (including surface land and sub-surface strata), natural resources, soil or underground space, all living organisms and the interacting natural systems that include components of the air, land, water, and inorganic matters and living organisms, and the environment and the natural environment and as additionally defined in any Environmental Law.

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certainty, under Peruvian Law, "Environmental Law" includes the General Environmental framework and the SEIA system, sector-specific environmental regulations applicable to mining operations, Environmental Quality Standards (ECAs) and Maximum Permissible Limits (LMPs), and any laws, regulations, supreme decrees, ministerial resolutions, municipal or regional ordinances, binding technical standards, enforcement measures, governmental orders and sanctions issued by, administered by, or otherwise within the competence of MINAM, MINEM, SENACE, ANA, OEFA, OSINERGMIN, SERNANP, SERFOR, DIGESA, the Ministry of Culture (with respect to CIRA clearances to the extent applicable as environmental enabling conditions), regional governments and municipalities, and any successor or analogous Governmental Authorities, together with all Environmental permits, licenses approvals or other authorizations issued or required by such authorities.

"Environmental Liabilities" means all liabilities imposed by, under or pursuant to Environmental Laws or which relate to the existence of Hazardous Substances on, under or about the Environment.

"Equity Securities" means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person's capital, including any interest in a partnership, limited partnership or other similar Person and any beneficial interest in a trust, and any and all rights, warrants, options or other rights exchangeable for or convertible into any of the foregoing.

"Equivalent Amount" means, on any day with respect to any two currencies, the amount obtained in one such currency (the "first currency") when an amount in the other currency is converted into the first currency using the Lender's spot rate for the conversion of the applicable amount of the other currency into the first currency in effect as of 12:00 noon (Toronto time) on such Business Day (or the immediately preceding Business Day if such day is not a Business Day) or, in the absence of such a spot rate on such day, using such other rate as the Lender may reasonably select.

"Event of Default" has the meaning specified in Section 7.1.

"Excluded Assets" means (a) any agreement, contract, instrument, right, franchise, lease, license or permit (the "contractual rights") to which a Restricted Subsidiary is a party or of which a Restricted Subsidiary has the benefit, to the extent that the creation of a Lien on such contractual rights pursuant to the Security would violate Applicable Law, constitute a breach of the terms of or permit any Person to terminate the contractual rights (a "contractual right restriction"), provided that, to the extent any contractual right restriction ceases to apply, the applicable contractual right shall immediately cease to constitute an Excluded Asset; and (b) any other customary "excluded asset" exclusions in Peru, the Cayman Islands and any other applicable jurisdiction as set out in the applicable Security Documents.

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attributable to the Lender's failure or inability (other than as a result of a Change in Law) to comply with Section 6.2(5). For greater certainty, for purposes of clause (c) above, a withholding tax includes any Tax that the Lender, if a Foreign Lender, is required to pay pursuant to Part XIII of the Income Tax Act (Canada) or any successor provision thereto.

"Fees" means the fees payable by the Borrower under this Note.

"Fenix Project" means the Fenix gold project located in the region of Atacama, Chile, owned and controlled by Rio2 Group Members.

"Financial Quarter" means a period of three consecutive months in each Financial Year ending on March 31, June 30, September 30 and December 31 of such year.

"Financial Year" means, in relation to the Borrower, its financial year commencing on January 1 of each calendar year and ending on December 31 of such year.

"Foreign Lender" means any Lender that is not organized under the laws of the jurisdiction in which the Borrower is resident for tax purposes by application of the laws of that jurisdiction and that is not otherwise considered or deemed in respect of any amount payable to it hereunder or under any Credit Document to be resident for income tax or withholding tax purposes in the jurisdiction in which the Borrower is resident for tax purposes by application of the laws of that jurisdiction. For the purposes of this definition, Canada and each Province and Territory thereof shall be deemed to constitute a single jurisdiction and the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

"Franco-Nevada Stream Agreement" means the Amended and Restated Purchase and Sale Agreement (Gold and Silver) dated March 27, 2024, among the Vendor, AMC, CMC, SPM Finance, and Franco-Nevada (Barbados) Corporation, as assigned from the Vendor to AcquireCo as of the date thereof.

"General Partner" means SPM GP Limited, a Cayman Islands exempted company.

"Governmental Authority" means any central government, federal, regional, provincial, territorial, municipal, local, state, domestic, or foreign government or political subdivision thereof, or any agency, regulatory entity, administrative body, instrumentality, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or other comparable authority or agency, any securities exchange and any self-regulatory organization.

"Grace Period" means the period of 540 days from the date thereof.

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the purchase of) any security for the payment thereof (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to purchase or lease property, securities or services for the purpose of assuring the holder of such Debt or other obligation of the payment thereof, (iii) to maintain working capital, equity capital solvency, or any other balance sheet, income statement or other financial statement condition or liquidity of the primary credit party so as to enable the primary credit party to pay such Debt or other obligation, (iv) as an account party in respect of any letter of credit or letter of guarantee issued to support such Debt or other obligation, or (v) entered into for the purpose of assuring in any other manner the holder of such Debt or other obligation of the payment or performance thereof or to protect such holder against loss in respect thereof (in whole or in part), or (b) any Lien on any Assets of the guarantor securing any Debt or other obligation of the primary credit party, whether or not such Debt or other obligation is assumed by the guarantor (or any right, contingent or otherwise, of any holder of such Debt or other obligation to obtain any such Lien); provided, however, if such Debt or other obligation has not been assumed, the amount of such Guarantee shall be the lesser of the amount of the Debt or other obligation so secured and the value of the Assets to which a Lien has attached. The term "Guarantee" shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee in respect of Debt shall be deemed to be an amount equal to the stated or determinable amount of the related Debt or obligation (unless the Guarantee is limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guarantor in good faith.

"Hazardous Substance" means any material, substance, chemical, waste, product, compound, residual, element, mixture, by-product, solid, liquid, mineral, gas, emission, odour, heat, sound, vibration, radiation, element, noise, dust, smoke, product, particulate or any derivative or combination of the foregoing, in each case whether naturally occurring or manmade, that may impair or adversely affect the Environment, injure or damage property or plant, fish or animal life or harm, impair or adversely affect the enjoyment of property or the health of any individual, and includes any petroleum or petroleum-derived products, tailings, mineral waste, radon, radioactive materials, or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls, fluorinated chemical substances, chemical substances in the per- and polyfluoroalkyl substances (PFAS) family including precursor compounds, and any substance, compound or derivative defined, regulated, prohibited, prescribed, limited or prohibited by a Governmental Authority or any Environmental Laws or which is otherwise characterized under or pursuant to any Environmental Laws as "hazardous", "deleterious", "dangerous", "waste", "toxic", "pollutant", "contaminant", "radioactive", "harmful", or words of similar meaning.

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board.

"Impermissible Qualification" means, relative to the financial statements or notes thereto of any Person or the opinion or report of any independent auditors as to such financial statements or notes thereto, any qualification or exception to such financial statements, notes, opinion or report, as the case may be, which is of a "going concern" or similar nature or which relates to any limited scope of examination of matters relevant to such financial statements, if

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such limitation results from the refusal or failure of the Borrower to grant access to necessary information or to cause such access to be granted.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Indemnitee" has the meaning specified in Section 8.4(2).

"Intercreditor Agreement (Franco)" means an intercreditor agreement among the Lender, Southern Peaks Mining L.P. in its capacity as lender under the Senior Note, and Franco-Nevada (Barbados) Corporation dated on or about the date hereof.

"Intercreditor Agreement (Mezzanine)" means an intercreditor agreement among the Lender and Southern Peaks Mining L.P. in its capacity as lender under the Senior Note dated on or about the date hereof.

"Intercreditor Agreements" means the Intercreditor Agreement (Franco) and the Intercreditor Agreement (Mezzanine).

"Investment" in any Person means any direct or indirect investment in such Person including (i) any advances, loans or other extensions of credit, Guarantees, indemnities, capital contributions, assumption of debt, or other contingent liabilities in the nature of a Guarantee or indemnity or capital contribution to or in respect of such Person, (ii) any purchase of any Equity Securities, bonds, notes, debentures or other securities of such Person or (iii) the acquisition of all or substantially all the Assets of such Person or of a business carried on by, or a division of, such Person.

"Leased Properties" means, collectively, the real properties forming the subject matter of the Leases.

"Leases" means the leases, subleases, rights to occupy and licences of real property or Buildings and Fixtures to which any of the Restricted Subsidiaries are a party (i) at the date of this Note, as listed and described (including a description of the Leased Property in each case) in Schedule 4.1(1)(i), and (ii) after the date of this Note, but shall exclude (iii) leases, rights and licences terminated in accordance with their terms (and not as the result of a default) or assigned or otherwise disposed of after the date of this Note as permitted by this Note.

"Lender" means, at any time, Southern Peaks Mining L.P. and its successors and permitted assigns and all references to Lender in this Note shall be construed as reference to the Lender acting through its general partner, General Partner.

"Leverage Ratio" means, at any time, the ratio of Consolidated Net Debt to Consolidated EBITDA.

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interest, claim, right of detention or seizure, right of distraint, easement, or right of set off (other than a right of set off arising in the ordinary course), including the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease, title retention agreement or consignment agreement (or any financing lease having substantially the same economic effect as any of the foregoing), and any other agreement, trust or arrangement that in substance secures payment or performance of an obligation.

"Material Adverse Effect" means (i) a material adverse effect on the business, operations, results of operations, Assets, liabilities or financial condition of the Credit Parties (taken as whole), or the Rio2 Group (taken as a whole), (ii) a material adverse effect on the ability of any of the Credit Parties to perform its obligations under any Credit Document to which it is a party, or (iii) a material adverse effect on the rights and remedies of the Lender under any Credit Document.

"Material Agreements" means any agreement, contract or similar instrument to which any Rio2 Group Member is a party or to which any of their Assets may be subject for which breach, non-performance, cancellation, termination or failure to renew could reasonably be expected to have a Material Adverse Effect.

"Maturity Date" means the sixth (6th) anniversary of the date hereof.

"Minerals" means any and all ore and marketable metal bearing material or product in whatever form or state that is mined, produced, extracted or otherwise recovered or derived from the Condestable Project, including any such material or product derived from any processing or reprocessing of any tailings, stockpiles, waste rock or other waste products originally derived from the Condestable Project, and including ore and any other products requiring further milling, processing, smelting, refining or other beneficiation of Minerals.

"Net Proceeds" means with respect to the receipt of proceeds under Section 1.4, the aggregate amount received, less the fees, costs and other out-of-pocket expenses (as evidenced by supporting documentation provided to the Lender upon request) incurred or paid to a third party by the recipient in connection with the claim giving rise to such proceeds, without deduction for any insurance premiums or similar payments (other than deductibles).

"Note" means this secured promissory note issued by the Borrower to the Lender in a principal amount equal to $10,000,000 on the date hereof, as amended, modified, extended, renewed, replaced, restated, supplemented or refinanced from time to time; and the expressions "Article" and "Section" followed by a number mean and refer to the specified Article or Section of this Note.

"Original Currency" has the meaning specified in Section 8.6(1).

"Other Currency" has the meaning specified in Section 8.6(1).

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respect to, this Note or any other Credit Document, in each case, including any interest, additions to tax or penalties applicable thereto.

"Owned Properties" means, collectively, (i) the land and premises owned by the Restricted Subsidiaries on the date of this Note which are listed on Schedule 4.1(1)(i), including the Buildings and Fixtures thereon, and (ii) after the date of this Note, the lands and premises notified to the Lender pursuant to each Compliance Certificate including the Buildings and Fixtures thereon, but shall exclude lands and premises Disposed of as permitted in this Note as and from the date of such Disposition.

"Participant" has the meaning specified in Section 8.5(3).

"Permitted Liens" means any one or more of the following:

(a) inchoate or statutory liens for Taxes, royalties, rents or charges not at the time due or payable, or being contested in good faith through appropriate proceedings, and such Liens are not executed on or enforced against any of the Assets of the Borrower or any Restricted Subsidiary;

(b) reservations, limitations, provisos and conditions expressed in any grant from a Governmental Authority;

(c) minor discrepancies in the legal description or acreage of or associated with the Subject Properties, or any adjoining properties, and any registered easements and registered restrictions or covenants that run with the land, in either case which do not materially detract from the value of, or materially impair the use of, the Subject Properties for the purpose of conducting and carrying out exploration, development and mining operations thereon;

(d) licences, easements, rights-of-way, servitudes and rights in the nature of easements (including, licences, easements, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) which do not materially reduce the value of the Assets of the Borrower or the Restricted Subsidiaries or materially interfere with the use of such Assets in the operation of the Business;

(e) the right reserved to or vested in any Governmental Authority by the terms of any lease, licence, franchise, grant or permit acquired by the Borrower or a Restricted Subsidiary to terminate any such lease, licence, franchise, grant or permit, or to require annual or other periodic payments as a condition to the continuance thereof;

(f) Liens granted by CMC to secure performance of statutory obligations or regulatory requirements (including reclamation obligations) in connection with the Condestable Project, provided such Liens do not in the aggregate materially detract from the use of the Subject Properties for the purpose of conducting and carrying out the Business thereon;

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(g) a right of title retention in connection with the acquisition by CMC of goods in the ordinary course of business;

(h) Liens given to a public utility or any Governmental Authority when required by such utility or Governmental Authority in connection with the operations of such Person when required by such utility or Governmental Authority in the ordinary course of business following due legal or administrative procedure;

(i) Liens resulting from the deposit of cash or securities in connection with contracts (other than contracts for the borrowing of money), tenders, office or warehouse leases, payment of rent under leases, expropriation, proceedings, surety or appeal bonds and costs of litigation when required by Applicable Laws;

(j) Liens imposed by law that are incurred in the ordinary course of business and do not relate to Debt, including Liens securing workers compensation and employment insurance obligations, Liens incidental to construction, mechanics', warehousers', carriers', suppliers, repairers, storage and other similar liens, and public, statutory and other like obligations incurred in the ordinary course of business, provided the obligations secured by such Liens are not yet due and payable, or if due, are being contested in good faith through appropriate proceedings;

(k) zoning, land use and building restrictions, by-laws, regulations and ordinances of Governmental Authorities, applicable municipal and other governmental restrictions, including municipal by-laws and regulations, affecting the use of land or the nature of any structures which may be erected thereon, provided that the Borrower or a Restricted Subsidiary, as applicable, is in compliance therewith (or that such compliance is not legally required) in all material respects and, to the extent that compliance is required, such restrictions do not materially reduce the value of its Assets or materially interfere with the use of such Assets in the operation of the Business;

(l) Liens or any rights of distress that are either (i) required by Applicable Law or (ii) reserved in or exercisable under any lease or sublease to which the Borrower or a Restricted Subsidiary is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease, provided that in the case of any material lease or sublease, such rent is not then overdue and such Person is then in compliance in all material respects with such terms and provided further that any such Liens are limited to property located at the premises subject to the applicable lease or sublease;

(m) Liens created by a judgment of a court of competent jurisdiction, as long as such judgment is being contested in good faith through appropriate proceedings, any enforcement thereof against the Assets of the Borrower or any Restricted Subsidiary is stayed and the judgment giving rise to such Lien does not constitute an Event of Default;

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(n) any rights of set-off in favour of the account bank with respect to any deposit account of the Borrower or a Restricted Subsidiary arising in the ordinary course of business and not constituting a financing transaction or the incurrence of Debt;

(o) Liens over cash or Cash Equivalents to secure reclamation bonds, performance bonds or like instruments of CMC and incurred in the ordinary course of business;

(p) Liens in favour of the Lender created by the Security Documents;

(q) Liens in favour of the lender under the Senior Note created by the security documents thereunder;

(r) Liens securing obligations arising from the Franco-Nevada Stream Agreement;

(s) Capital Leases and Purchase Money Mortgages securing Debt permitted to be incurred pursuant to Section 5.2(c)(ii); and

(t) Liens securing Guarantees permitted to be given pursuant to Section 5.2(c)(vii);

(u) Liens securing Debt permitted to be incurred by CMC pursuant to Section 5.2(c)(v); and

(v) any other Liens with the prior written consent of the Lender.

"Person" means an individual, sole proprietorship, corporation, limited liability company, trust, autonomous patrimony, joint venture, association, consortium, company, exempted company, partnership, exempted limited partnership, institution, public benefit corporation, investment or other fund, Governmental Authority or other entity, and pronouns have a similarly extended meaning.

"Post-Closing Deliverables" has the meaning specified in Section 3.2.

"Pre-Approved Lender" means any financial institution in an Approved Jurisdiction that is in the business of making commercial loans, or any specialized mining debt fund or alternative credit provider active in the resource sector in Approved Jurisdictions with current loans outstanding in a principal amount of not less than $500,000,000 (or the Equivalent Amount in any other currency), but shall not include any non-mining hedge funds or distressed asset funds.

"Principal Amount" means the aggregate principal amount outstanding under this Note from time to time (including the amount of all capitalized interest thereon, if any).

"Purchase Money Mortgage" means any Lien charging equipment acquired by the Borrower or a Restricted Subsidiary (or leased pursuant to a Capital Lease), which is granted or assumed by the Borrower or a Restricted Subsidiary or which arises by operation of law in favour of the transferor concurrently with and for the purpose of the acquisition of such equipment, in each case where (i) the principal amount secured by the Lien is not in excess of 100% of the purchase price (after any post-closing adjustment) of the equipment acquired, and (ii) such security interest extends only to the equipment acquired and its proceeds.

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"Related Parties" means, with respect to any Person, such Person's Affiliates and the directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates.

"Release" means any release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, incinerating, spraying, deposit, burying, migrating, abandonment, disposing or allowing to escape or migrate of any Hazardous Substance in, into, onto or through the Environment or as defined in any Environmental Law.

"Restricted Payment" means, with respect to any Person, any payment by such Person (i) of any dividend, return of capital or other distribution on issued Equity Securities of such Person or any of its subsidiaries, and (ii) on account of the purchase, redemption, retirement or other acquisition of any issued Equity Securities of such Person or any of its subsidiaries.

"Restricted Subsidiaries" means (i) AcquireCo, (ii) AMC, (iii) CMC, (iv) SPM Finance, and (iv) any other Subsidiary of the Borrower that becomes a Restricted Subsidiary pursuant to Section 5.1(k).

"Rio2 Group" means the Borrower and each of its Subsidiaries from time to time.

"Rio2 Group Member" means any member of the Rio2 Group.

"Sanctioned Person" means any Person that is a designated target of Sanctions or is otherwise a subject of Sanctions, including as a result of being (i) owned, held or controlled by any person which is a designated target of Sanctions, (ii) located or resident in, a national of, or organized under, the laws of any country that is subject to general or country-wide Sanctions, or (iii) a "designated person", a "politically exposed foreign person" or "terrorist group" as described in any Sanctions.

"Sanctions" means applicable economic or trade sanctions or other restrictive measures administered or enforced by a Governmental Authority (including, in Canada, Global Affairs Canada and Public Safety Canada) or other relevant sanctions authority which governs transactions in controlled goods or technologies or dealings with countries, entities, organizations or individuals subject to such economic or trade sanctions or restrictive measures.

"Secured Obligations" means all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Credit Parties, or any of them, to the Lender under, in connection with or pursuant to the Credit Documents, including the Principal Amount, all accrued interest and Fees and all other amounts payable under this Note and the other Credit Documents.

"Security" means, at any time, the Liens in favour of the Lender in the Assets of the Restricted Subsidiaries securing their obligations under this Note, and the other Credit Documents.

"Security Documents" means the agreements listed in Schedule 3.1(c), the guarantees and security delivered pursuant to Section 5.1(k), and any other security granted to the Lender as security for any or all of the Secured Obligations of the Credit Parties.

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"Senior Note" means that secured promissory note in the principal amount of $55,000,000 issued by the Borrower on the date hereof in favour of the Vendor.

"Solvent" means, with respect to any Person on a particular date, that on such date, (i) such Person is not for any reason unable to meet its obligations as they generally become due, (ii) such Person has not ceased paying its current obligations in the ordinary course of business as they generally become due, (iii) such Person does not incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital, (iv) the aggregate property of such Person is, at a fair valuation, greater than the total amount of liabilities and therefore sufficient, or, if disposed of at a fairly conducted sale under legal process, would be sufficient, to enable payment of all its obligations, due and accruing due, and (vi) such Person is not insolvent as defined under Debtor Relief Laws.

"SPA" means the share purchase agreement dated December 8, 2025 among, inter alia, the Borrower, as parent, AcquireCo, as purchaser, and the Vendor, as vendor.

"SPM Finance" means SPM Finance Limited, a Cayman Islands exempted company.

"SPM Peru" means Southern Peaks Mining Peru S.A.C., a closed corporation existing pursuant to the laws of Peru.

"Stream Obligations" means uncredited deposit balance or other obligations of the Rio2 Group Members (or any of them) under any metal or mineral stream or similar arrangement to which they (or any of them) are a party, from time to time, including the Franco-Nevada Stream Agreement and the Wheaton Stream Agreement, in each case, as determined in accordance with the terms of such agreement.

"Subject Properties" means collectively, the Owned Properties and the Leased Properties.

"Subsidiary" means with respect to any Person (the "parent") at any date, (i) any corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all equity interests entitled to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent, directly or indirectly, (ii) any partnership, (x) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries Controlled by the parent or (y) the only general partners of which are the parent and/or one or more subsidiaries Controlled by the parent and (iii) any other Person that is otherwise Controlled by the parent, directly or indirectly.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Uncredited Deposit Balance" means, at any time, the advanced stream deposits of the Franco-Nevada Stream Agreement and the Wheaton Stream Agreement (which for greater

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certainty shall include deposits advanced pursuant to metals pre-payment arrangements under the Wheaton Stream Agreement), less the aggregate amount (if any) that has been credited against said agreements; provided that in no event will the Uncredited Deposit Balance be less than nil.

"Unfinanced Capital Expenditures" means Capital Expenditures (a) not financed with the proceeds of any incurrence of Debt, proceeds of any sale or issuance of Equity Interests or equity contributions, the proceeds of any asset sale (other than Minerals in the ordinary course of business), or any insurance proceeds; and (b) that are not reimbursed by a third Person (excluding any Rio2 Group Member) pursuant to a written agreement.

"U.S. Prime Rate" means, at any time, the greater of: (a) the rate of interest then most recently established by JPMorgan Chase Bank, N.A. (or its successor) as its base rate for U.S. dollars loaned in the United States, (b) the sum of the United States federal funds effective rate plus 0.5% per annum, and (c) 1.5%.

"Vendor" means Southern Peaks Mining L.P., acting through its general partner, General Partner, in its capacity as vendor under the SPA.

"Wheaton Stream Agreement" means the Amended and Restated Precious Metals Purchase Agreement dated as of October 21, 2024 among the Borrower, Rio2 Bahamas Limited and Wheaton Precious Metals International Ltd.

Section 2.2 Gender and Number.

Any reference in the Credit Documents to gender includes all genders and words importing the singular number only include the plural and vice versa.

Section 2.3 Headings, etc.

The provision of a Table of Contents, the division of this Note into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect the interpretation of this Note.

Section 2.4 Currency.

All references in the Credit Documents to $ or dollars, unless otherwise specifically indicated, are expressed in United States currency.

Section 2.5 Certain Phrases, etc.

In any Credit Document (i) (y) the words "including" and "includes" mean "including (or includes) without limitation" and (z) the phrase "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning, means "the aggregate (or total or sum), without duplication, of", (ii) in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding", and references to "this Note", "hereof" and "herein"

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and like references refer to such Credit Document and not to any particular Article, Section or other subdivision of such Credit Document.

Section 2.6 Non-Business Days.

Whenever any payment to be made hereunder shall be stated to be due or any action to be taken hereunder shall be stated to be required to be taken on a day other than a Business Day, such payment shall be made or such action shall be taken on the next succeeding Business Day and, in the case of the payment of any amount, the extension of time shall be included for the purposes of computation of interest, if any, thereon.

Section 2.7 Accounting Terms.

All accounting terms not specifically defined in this Note shall be interpreted in accordance with IFRS. If there occurs a material change in IFRS, including as a result of a conversion to International Financial Reporting Standards and, as a result, an amount required to be determined hereunder would be materially different (as determined by the Borrower or the Lender), the Borrower and the Lender shall negotiate in good faith to revise (if appropriate) the relevant covenants to give effect to the intention of the parties under this Note as at the date thereof. Until the successful conclusion of any such negotiation, and/or if the Borrower and the Lender cannot agree on revisions to the covenants within thirty (30) days following the implementation of the change, the Borrower shall thereafter make all calculations for the purpose of determining compliance with the financial covenants contained herein both under IFRS in existence as at the date thereof and IFRS subsequently in effect and applied by the Rio2 Group.

Section 2.8 Incorporation of Schedules, Exhibits.

The schedules and exhibits attached to this Note shall form an integral part of it.

Section 2.9 Conflict.

The provisions of this Note prevail in the event of any conflict or inconsistency between its provisions and the provisions of any of the other Credit Documents.

Section 2.10 Permitted Liens.

Any reference in this Note or any of the other Credit Documents to a Permitted Lien or a Lien permitted by this Note is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Credit Documents to any Permitted Lien or any Lien permitted hereunder.

Section 2.11 References to Agreements.

Any reference in this Note to any agreement or document means such agreement or document as the same may have been or may from time to time be amended, modified, extended, renewed, restated, replaced or supplemented in accordance herewith and therewith.

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Section 2.12 References to Statutes.

Any reference in this Note to a statute refers to such statute and all rules and regulations made under it as the same may have been or may from time to time be amended, re-enacted or replaced.

Section 2.13 Currency Equivalents Generally.

Any amount specified in Article 4, Article 5 or Article 7 to be in Dollars shall also include the Equivalent Amount of such amount in any currency other than Dollars. For purposes of determining compliance with Section 5.2 with respect to any transaction in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such transaction occurs but, for the avoidance of doubt, the foregoing provisions of this Section 2.13 shall otherwise apply to Section 5.2.

Section 2.14 Rates

The Lender does not warrant or accept responsibility for, and shall not have any liability with respect to the continuation of, administration of, submission of, calculation of or any other matter related to the U.S. Prime Rate or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto, including whether the composition or characteristics of any such alternative, successor or replacement rate will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the U.S. Prime Rate (or any component thereof) prior to its discontinuance or unavailability. The Lender may select information sources or services in its reasonable discretion to ascertain the U.S. Prime Rate, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Note, and shall have no liability to the Borrower or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE 3 DELIVERABLES

Section 3.1 Concurrent Deliverables.

Concurrent with the execution and delivery of this Note, the Lender acknowledges receipt of:

(a) officer's certificates of the Credit Parties, certifying all customary matters and attaching copies of (i) its constating documents and by-laws (or equivalent), (ii) all resolutions of its board of directors or shareholders, as the case may be, approving the borrowing and other matters contemplated by this Note and the other Credit Documents, and (iii) a list of its officers and directors authorized to sign agreements together with their specimen signatures;

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(b) a certificate of status, compliance or like certificate with respect to each Credit Party issued by the appropriate Governmental Authority of the jurisdiction of its incorporation;

(c) the fully executed Intercreditor Agreements and the fully executed Credit Documents specified in Schedule 3.1(c), other than such Credit Documents that are permitted by this Note to be delivered pursuant to Section 3.2;

(d) (i) all documents, instruments, financing statements and notices of security, properly registered, recorded and filed in all places which, (ii) searches conducted in all jurisdictions which, and (iii) all consents, approvals, acknowledgements, confirmations, undertakings, subordinations, intercreditor agreements, discharges, waivers, directions, negotiable documents of title and other documents and instruments which, in each case, are desirable or required to make effective the Security and to ensure the perfection and the first-ranking priority of such Security subject only to Permitted Liens which rank by law, or pursuant to the Intercreditor Agreement (Franco), in priority, other than such items as are permitted by this Note to be delivered pursuant to Section 3.2;

(e) certificates of insurance, showing the Lender as additional insured (in the case of liability insurance) and loss payee, as its interests may appear (with respect to property insurance), with respect to insurance required to be maintained by the Restricted Subsidiaries pursuant to Section 5.1(j) (except with respect to CMC);

(f) an opinion of counsel to each Credit Party addressed to the Lender relating to the status and capacity of such Credit Party, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents, other than the Post-Closing Credit Documents, to which such Credit Party is a party, and perfection of the Security granted pursuant to the Security Documents to which such Credit Party is a party in the jurisdiction of incorporation of such Credit Party and in any other relevant jurisdiction, and such other matters as the Lender may reasonably request; and

(g) all approvals, acknowledgments and consents of all Governmental Authorities and other Persons which are required to be obtained by any Credit Party in order to complete the transactions contemplated by this Note and to perform its obligations under any Credit Document to which it is a party.

Section 3.2 Post-Closing Deliverables.

The Borrower shall deliver, or cause to be delivered:

(1) as soon as practicable, but in any event by no later than 75 days following the date of this Note, (i) the Amended and Restated Asset Guarantee Trust Agreement – CMC; and (ii) the Amended and Restated Cash Flow Guarantee Trust Agreement – CMC, in each case, as set forth on Schedule 3.1(c) (collectively, the “Post-Closing Credit Documents”); and

an opinion of counsel to each Credit Party party to the Post-Closing Credit Documents addressed to the Lender relating to the status and capacity of such Credit Party, the due authorization, execution and delivery and the validity and enforceability of the Post-Closing Credit Documents to which such Credit Party is a party, and perfection of the Security granted pursuant thereto in the jurisdiction of incorporation of such Credit Party and in any other relevant jurisdiction, and such other matters as the Lender may reasonably request; and
as soon as practicable, but in any event by no later than 135 days following the date of this Note (i) all documents, instruments, financing statements and notices of security, properly registered, recorded and filed in all applicable places (including the applicable Peruvian Public Registries (SUNARP) and any other applicable registry regarding all Post-Closing Credit Documents subject to registration in Peru, with exception of the Sistema Informativo de Garantías Mobiliarias (SIGM) which, (ii) searches conducted in all jurisdictions which, and (iii) all consents, approvals, acknowledgements, confirmations, undertakings, subordinations, intercreditor agreements, discharges, waivers, directions, negotiable documents of title and other documents and instruments which, in each case, are desirable or required to make effective the Security contemplated by the Post-Closing Credit Documents and to ensure the perfection and the first-ranking priority of such Security subject only to Permitted Liens which rank by law, or pursuant to the Intercreditor Agreement (Franco), in priority.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties.

The Borrower represents and warrants to the Lender, as at the date hereof and at any other time required hereunder, with respect to itself, the Restricted Subsidiaries and each of the other Rio2 Group Members, in each case, as applicable, acknowledging and confirming that the Lender is relying on such representations and warranties without independent inquiry in accepting and entering into this Note that:

Incorporation and Qualification. The Borrower and each of the other Credit Parties is a corporation or exempted company duly formed, registered, organized and validly existing under the laws of its jurisdiction of formation as set forth in Schedule 4.1(1)(a). Each of the Credit Parties is qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which such qualification, licensing or registration is necessary or where failure to be so qualified would have a Material Adverse Effect;
Corporate Power. The Borrower and each of the other the Credit Parties has all requisite corporate power and authority to (i) own, lease and operate its properties and assets and to carry on its business as now being conducted by it, and (ii) enter into and perform its obligations under the Credit Documents to which it is a party;
Conflict With Other Instruments. The execution and delivery by the Credit Parties and the performance by each of them of their respective obligations under,

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and compliance with the terms, conditions and provisions of, the Credit Documents to which they are a party will not (i) conflict with or result in a breach of any of the terms or conditions of (x) their respective constating documents or by-laws, (y) any Applicable Law in any material respect, or (z) any contractual restriction binding on or affecting them or their respective Assets, except where such conflict or breach could not reasonably be expected to result in a Material Adverse Effect, or (ii) result in, require or permit (x) the imposition of any Lien in, on or with respect to any of their respective Assets (except in favour of the Lender or pursuant to the Franco-Nevada Stream Agreement), (y) the acceleration of the maturity of any Debt binding on or affecting the Credit Parties, or (z) any third party to terminate or acquire rights under any Material Agreement;

(d) Corporate Action, Governmental Approvals, etc. The execution and delivery of each of the Credit Documents by the Borrower and the other Credit Parties and the performance by the Borrower and each of the other Credit Parties of their respective obligations under the Credit Documents have been duly authorized by all necessary corporate action including, without limitation, the obtaining of all necessary shareholder consents. No authorization, consent, approval, registration, qualification, designation, declaration or filing with any Governmental Authority, is or was necessary in connection with the execution, delivery and performance of obligations under the Credit Documents except for the "TSX Approval" (as defined in the SPA) or as are in full force and effect, unamended, at the date of this Note;

(e) Execution and Binding Obligation. This Note and the other Credit Documents have been duly executed and delivered by the Borrower and each of the other Credit Parties, in each case, to the extent a party thereto and constitute legal, valid and binding obligations of each such Person enforceable against them in accordance with their respective terms, subject only to any limitation under Applicable Laws relating to (i) bankruptcy, insolvency, arrangement or creditors' rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies;

(f) Authorizations, etc. The Borrower and each other Rio2 Group Member possesses all authorizations, permits, consents, registrations and approvals necessary to properly conduct their respective businesses and all such authorizations, permits, consents, registrations and approvals are in good standing and in full force and effect, except where the failure to possess or maintain in good standing and in full force and effect such authorizations, permits, consents, registrations or approvals, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

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names, copyrights, patents and licences, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Borrower, none of the Restricted Subsidiaries is infringing or is alleged to be infringing on the rights of any Person with respect to any patent, trademark, trade name, copyright (or any application or registration in respect thereof), or licence;

(h) Ownership and Use of Property. The Restricted Subsidiaries have good and marketable title in fee simple to the Owned Properties and good and merchantable title to all the tangible and intangible personal property reflected as assets in their books and records in each case free and clear of any Liens other than Permitted Liens. None of the Restricted Subsidiaries has any commitment or obligation (contingent or otherwise) to grant any Liens except for Permitted Liens. Each of the Restricted Subsidiaries owns, leases or has the lawful right to use all of the Assets necessary for the proper conduct of their respective businesses. Each of the Subject Properties including the Buildings and Fixtures thereon, and their use, operation and maintenance for the purpose of carrying on the Business is in compliance with any applicable restrictive covenant and Applicable Law except where the failure to be in compliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

(i) Ownership of Subject Properties. None of the Restricted Subsidiaries (i) owns any real property other than the Owned Properties, (ii) is bound by any agreement to own or lease any real property other than the Leases, or (iii) has leased any of its Owned Properties;

(j) Leased Properties. Each Lease is in good standing, creates a good and valid leasehold estate in the Leased Properties thereby demised, and is in full force and effect. With respect to each Lease, (i) such Lease (or a notice in respect of the Lease) has been properly registered in the appropriate land registry office, (ii) all rents and additional rents have been paid, (iii) no waiver, indulgence or postponement of the lessee's obligations has been granted by the lessor, (iv) there exists no event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under such Lease, and (v) to the best knowledge of the Borrower, all of the covenants to be performed by any other party under such Lease have been fully performed, in each case, which individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

(k) Condition of Assets. All of the Buildings and Fixtures on the Owned Properties were constructed in all material respects in accordance with all Applicable Laws and the Restricted Subsidiaries have adequate rights of ingress and egress into and from the Subject Properties for the operation of the Business in the ordinary course. The buildings, plants, and structures (including the Buildings and Fixtures) of the Restricted Subsidiaries are structurally sound, in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are being put. None of such buildings, plants, structures or

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other property are in need of maintenance or repairs except for routine maintenance and repairs in the ordinary course;

(l) Work Orders. There are no outstanding work orders relating to the Subject Properties from or required by any Governmental Authority, nor does the Borrower have notice of any possible impending or future work order except, in each case, work orders, if any, which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

(m) Expropriation. No part of any of the Subject Properties or the Buildings and Fixtures located on the Subject Properties has been taken or expropriated by any Governmental Authority, no written notice or proceeding in respect of an expropriation been given or commenced nor is the Borrower aware of any intent or proposal to give any such notice or commence any proceedings, in each case, except where such expropriations, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

(n) Encroachments. Except for Permitted Liens, the Buildings and Fixtures located at each of the Subject Properties are located entirely within such Subject Property and are in conformity with set-back and coverage requirements of all applicable Governmental Authorities and there are otherwise no encroachments from the Subject Properties onto the property of any other Person. There are no encroachments upon any of the Subject Properties except for encroachments, if any, that individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

(o) Compliance with Applicable Laws. The Borrower and each other Rio2 Group Member are in compliance with all Applicable Laws except where the failure to be in compliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;

(p) Withholding and Remittance of Source Deductions. Each of the Restricted Subsidiaries has withheld from its employees, customers and other applicable payees (and timely paid to the applicable Governmental Authority) the proper and accurate amount of all Taxes, priority claims and other amounts required to be withheld or collected and remitted in compliance with all Applicable Laws;

(q) No Default or Event of Default. No Default or Event of Default has occurred and is continuing or would reasonably be expected to arise immediately after giving effect to or as a result of the issuance of this Note;

(r) Environmental Matters.

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Subject Properties, and (iii) none of the Restricted Subsidiaries has received from any Person any material notice, report or demand with respect to the foregoing;

(ii) To the knowledge of the Borrower, there has been no Release or threatened Release of Hazardous Substances by the Restricted Subsidiaries at any time on, at, in, under or from any Subject Properties or any other facility or property presently or formerly owned, leased, occupied or operated by the Restricted Subsidiaries, except for any such Release or threatened Release as would not have Material Adverse Effect on the Borrower and the Restricted Subsidiaries (taken as a whole);

(iii) With respect to the Subject Properties and any other facility or property presently or formerly owned, leased, occupied or operated by the Restricted Subsidiaries, during the period of ownership, lease, occupation or operation by such Person and to the knowledge of the Borrower, (i) such properties have never been illegally used as a landfill or waste disposal site, (ii) there are no, and there have not been, any underground or above ground storage tanks, pits, lagoons or waste containment or disposal areas located on, at or in such properties, except in compliance in all material respects with Environmental Laws, and (iii) no Person has been exposed to any Hazardous Substances in, on, under, at or from such properties so as to create or give rise to any current or future material Environmental Liabilities;

(s) Pension Plans. No Credit Party has established or is liable under a Canadian pension plan which contains a “defined benefit provision” as defined in the Income Tax Act (Canada).

(t) Material Agreements, etc. All Material Agreements are in full force and effect, unamended, except as could not reasonably be expected to have a Material Adverse Effect. The Borrower and each of the other Rio2 Group Members are in compliance with all Material Agreements and none of the Borrower or any of the other Rio2 Group Members, or to the best knowledge of the Borrower, any other party to any Material Agreement has defaulted under any of the Material Agreements, in each case, except as could not reasonably be expected to have a Material Adverse Effect. No event has occurred which, with the giving of notice, lapse of time or both, would constitute a default under, or in respect of, any Material Agreement, except as could not reasonably be expected to have a Material Adverse Effect;

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Adverse Effect. The hours worked and payments made to employees of each Restricted Subsidiary have not been in violation of any Applicable Laws, except where such violations could not reasonably be expected to result in a Material Adverse Effect. Any individual who performs services for any Restricted Subsidiary (other than through a contract with an organization other than such individual) and who is not treated as an employee of such Restricted Subsidiary for any purpose, including income tax, withholding and remittances purposes, has been properly classified as an independent contractor and if such characterization is incorrect it could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect;

(v) Books and Records. All books and records of the Credit Parties have been fully, properly and accurately kept and completed in accordance with IFRS, where applicable, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein;

(w) Tax Liability. The Credit Parties have filed all material tax and information returns which are required to be filed. The Credit Parties have paid all Taxes which have become due pursuant to such returns or pursuant to any assessment received by any of them other than those in respect of which liability based on such returns or assessments is being contested in good faith and by appropriate proceedings where adequate reserves have been established in accordance with IFRS, and all Taxes that any Governmental Authority is currently entitled to collect in respect of such contest, if any, have been paid. There are no disputes with respect to Taxes existing or pending involving the Borrower or any other Rio2 Group Member or the Business which could reasonably be expected to have a Material Adverse Effect;

(x) Corporate Structure. As of the date hereof: (x)

(i) There are no subsidiaries of AcquireCo other than the subsidiaries identified as such in Schedule 4.1(1)(x); and

(ii) The share ownership of each of the Subsidiaries of AcquireCo is as described in Schedule 4.1(1)(x);

(y) Financial Statements. The historical financial statements of the Borrower provided to the Lender in connection with the acceptance of this Note and the financial statements of the Borrower and CMC delivered to the Lender pursuant to Section 5.1(a) have been prepared in accordance with IFRS and each presents fairly and consistently in all material respects the financial position, results of operations and cash flows, of the Rio2 Group (excluding, prior to the date hereof, the Restricted Subsidiaries) and CMC, as applicable;

(z) Financial Year. The Financial Year of each of the Credit Parties ends on December 31 of each calendar year;

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(aa) Debt. Neither the Borrower, nor any other Rio2 Group Member (excluding the Restricted Subsidiaries) has incurred any Debt after the date hereof other than as permitted by Section 5.2(a). No Restricted Subsidiary has any Debt except as permitted by Section 5.2(c). There exists no default under the provisions of any instrument evidencing Debt of the Rio2 Group Members or of any agreement relating thereto which default could reasonably be expected to have a Material Adverse Effect;

(bb) Solvency. The Borrower, the Restricted Subsidiaries (taken as a whole), and the Rio2 Group (taken as a whole) are Solvent;

(cc) Security. Upon their execution and registration, the Security Documents are effective to create in favour of the Lender legal, valid and perfected first priority Liens (subject only to Permitted Liens which rank by law, or pursuant to the Intercreditor Agreement (Franco), in priority), enforceable in accordance with their terms against third parties and any trustee in bankruptcy in the Collateral subject thereto, except to the extent a secured creditor's rights are affected or limited by applicable bankruptcy, insolvency, moratorium, organization and other laws of general application limiting the enforcement of secured creditors' rights generally. Notwithstanding the foregoing, it is acknowledged and agreed that the Post-Closing Deliverables may be delivered after the date hereof in accordance with Section 3.2;

(dd) No Litigation. There is no action, suit, arbitration or proceeding pending, taken or to the Borrower's knowledge, threatened, before or by any Governmental Authority or arbitrator or by or against any elected or appointed public official or private person in Canada, Peru, the Cayman Islands or elsewhere, which could reasonably be expected to have a Material Adverse Effect;

(ee) Locations. At the date of this Note, Schedule 5.1(ff) is a list of the jurisdictions in which the Restricted Parties (i) have their respective chief executive office, head office and principal place of business, (ii) have their respective registered office, (iii) carry on business, or (iv) store any tangible personal property;

(ff) Anti-Money Laundering, Anti-Corruption Laws. None of the Borrower or the other Rio2 Group Members is a Sanctioned Person or is in violation of any Anti-Money Laundering Law, Anti-Corruption Law or Sanction, or deals in property or interests in property, or otherwise engages in any transaction, prohibited by any Anti-Money Laundering Law, Anti-Corruption Law or Sanction. Each of the Rio2 Group Members has taken measures appropriate to the circumstances (in any event as required by Applicable Law) to ensure that it and its subsidiaries are and will continue to be in compliance with such Anti-Money Laundering Laws and Anti-Corruption Laws;

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all material respects and does not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained in such written information not misleading in light of the circumstances under which such statements were made. There is no fact known to the Borrower which could reasonably be expected to have a Material Adverse Effect, and which has not been fully disclosed to the Lender. No event has occurred which could reasonably be expected to have a Material Adverse Effect since the date of most recent audited consolidated financial statements of the Borrower.

(2) Notwithstanding anything herein to the contrary and for greater certainty, the Borrower and Lender acknowledge and agree that the Borrower and the other Credit Parties make no representations or warranties in respect of the Restricted Subsidiaries and their Assets as they relate to facts or circumstances existing on or before the date thereof, and the representations and warranties made by the Borrower and the other Credit Parties under the Credit Documents shall be interpreted accordingly and the Credit Parties shall not be responsible for any misrepresentation or be in breach of the applicable Credit Documents as a result of any such facts or circumstances.

Section 4.2 Survival of Representations and Warranties.

(1) The representations and warranties in this Note and in any certificates or documents delivered to the Lender shall not merge in or be prejudiced by and shall survive the making of this Note and shall continue in full force and effect so long as any amounts are owing by the Borrower to the Lender under this Note.

(2) The representations and warranties in Section 4.1 will be deemed to be repeated by the Borrower on the date of delivery of each Compliance Certificate, except to the extent that on or prior to such date the Borrower has advised the Lender in writing of a variation in any such representation or warranty, and the Lender has approved such variation in writing.

ARTICLE 5

COVENANTS OF THE BORROWER

Section 5.1 Affirmative Covenants.

So long as any amount owing under this Note remains unpaid or the Lender has any obligation under this Note, and unless consent is given by the Lender in writing, the Borrower shall do the following:

(a) Financial Reporting. Deliver to the Lender:

(i) as soon as practicable and in any event within 60 days after the end of each of the first three Financial Quarters in each Financial Year, a copy of the unaudited consolidated financial statements of the Borrower for the Financial Quarter most recently ended, prepared in accordance with IFRS, together with notes thereto;

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(ii) as soon as practicable after the end of each of the first three Financial Quarters in each Financial Year, a copy of the unaudited comparative financial statements of CMC for the Financial Quarter most recently ended, prepared in accordance with IFRS, together with notes thereto;

(iii) as soon as practicable and in any event within 120 days after the end of each Financial Year, a copy of the consolidated financial statements of the Borrower for the Financial Year most recently ended, audited and prepared in accordance with IFRS, together with notes thereto;

(iv) as soon as practicable and in any event within 120 days after the end of each Financial Year, a copy of the comparative financial statements of CMC for the Financial Year most recently ended, audited and prepared in accordance with IFRS, together with notes thereto; and

(v) together with each delivery of financial statements, a Compliance Certificate substantially in the form of Exhibit 5.1(a)(v).

The Borrower may satisfy the obligations to deliver copies of the documents required to be delivered pursuant to paragraph (i) and (iii) above by posting such documents on the System for Electronic Document Analysis and Retrieval (SEDAR) and notifying the Lender of such posting.

(b) Additional Reporting Requirements. Deliver to the Lender:

(i) as soon as practicable, and in any event within five days after the occurrence of each Default or Event of Default, a statement of the chief financial officer of the Borrower or any other officer acceptable to the Lender setting forth the details of the Default or Event of Default and the action which the Borrower proposes to take or has taken;

(ii) from time to time upon request of the Lender, evidence of the maintenance of all insurance required to be maintained pursuant to this Note, including originals or copies as the Lender may request of policies, certificates of insurance, riders, endorsements and proof of premium payments;

(iii) copies of all reporting delivered under the Franco-Nevada Stream Agreement;

(iv) promptly upon becoming aware thereof, a notice of any occurrence that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(v) such other information respecting the condition or operations, financial or otherwise, of the Business or the Borrower (including the Rio2 Group on a consolidated basis) or any Restricted Subsidiary as the Lender may from time to time reasonably request;

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(c) Corporate Existence. Except as otherwise permitted in this Note, preserve and maintain, and cause each of the Restricted Subsidiaries to preserve and maintain, its corporate existence;

(d) Compliance with Applicable Laws, etc. Comply, and cause each of the Rio2 Group Members to comply, with the requirements of all Applicable Laws except where non-compliance with any such requirement of Applicable Law could not reasonably be expected to have a Material Adverse Effect;

(e) Maintenance of Properties. Cause each of the Restricted Subsidiaries to keep and maintain the Subject Properties including the Buildings and Fixtures in good operating condition and repair having regard to their use and age and cause each of the Restricted Subsidiaries to make all repairs, renewals, replacements, additions and improvements to the Subject Properties including the Buildings and Fixtures and their other Assets, so that the Business and the Restricted Subsidiaries' respective businesses, as the case may be, may be properly and advantageously conducted at all times in accordance with prudent business management practice; provided that, notwithstanding anything herein to the contrary, any Restricted Subsidiary shall be entitled to abandon, surrender, relinquish or let lapse any of the Subject Properties or any portion thereof, if the Borrower shall have determined, acting reasonably, that it is not economical to mine the Minerals from the Subject Properties that it proposes to abandon, surrender, relinquish or let lapse;

(f) Material Agreements. Perform and observe, and cause each Restricted Subsidiary to perform and observe, in all material respects all terms and provisions of each Material Agreement to be performed or observed by it or such Restricted Subsidiary and maintain each Material Agreement in full force and effect;

(g) Payment of Taxes and Claims. Pay or cause to be paid and cause each of the other Credit Parties to pay or cause to be paid, when due, (i) all material Taxes imposed upon it or upon its income, sales, capital or profit or any other Assets belonging to it or upon its Subsidiaries before the same becomes delinquent or in default, and (ii) all claims which, if unpaid, might by Applicable Law become a Lien upon the Assets of any Restricted Subsidiary, except any such Tax or claim which is being contested in good faith and by proper proceedings and in respect of which the Restricted Subsidiaries have established adequate reserves in accordance with IFRS and paid all Taxes that any Governmental Authority is entitled to collect in respect of such contest (if any) or which are Permitted Liens;

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scope as the Lender reasonably requires in order to create a first priority perfected Lien (subject only to Permitted Liens which rank by law, or pursuant to the Intercreditor Agreement (Franco), in priority) in all Assets (other than any Excluded Assets). Borrower shall execute all documents and carry out all acts reasonable required by Lender in order to keep registrations of the Peruvian Security Documents in the Sistema Informativo de Garantías Mobiliarias (SIGM);

(i) Visitation and Inspection. Upon reasonable notice to the Borrower, permit the Lender to, at the Lender's expense, (i) visit the financial records of the Credit Parties and make extracts from and copies of such financial records, and to discuss their affairs, finances and accounts with the senior officers of the Credit Parties and (in the presence of such representatives as it may designate) its auditors; and (ii) subject at all times to workplace supervision and safety rules, and provided it does not materially interfere with the operation of the Business, inspect the Assets of the Business, provided that so long as no Event of Default has occurred and is continuing, the Lender shall only be entitled to one (1) such visit or inspection per Financial Year for its own purposes. For greater certainty, the limit of one (1) visit per Financial Year shall not apply to site visits to the Condestable Project contemplated by Section 5.1(m);

(j) Maintenance of Insurance. Cause each of the Restricted Subsidiaries to maintain, insurance at all times with responsible insurance carriers and in such amounts and covering such risks as are usually carried by companies with established reputations engaged in similar businesses and owning similar Assets in the same general areas in which the Restricted Subsidiaries, as the case may be, operate, such policies to show the Lender as additional insured (in the case of liability insurance) and loss payee, as its interests may appear (in the case of property insurance), or, with respect to CMC, to otherwise be the beneficiary of such policies. Such insurance shall provide that no cancellation in coverage thereof shall be effective until at least thirty (30) days after receipt by the Lender of written notice thereof;

(k) Security from New Subsidiaries. Promptly notify the Lender of the direct or indirect formation or acquisition by AcquireCo of a Subsidiary, and within sixty (60) days thereafter (or such longer period as the Lender may agree in writing) cause such Subsidiary to become a Restricted Subsidiary by delivering or causing to be delivered:

(i) an unconditional guarantee of the obligations of the Borrower by such Subsidiary in a form substantially similar to the guarantees delivered by the Restricted Subsidiaries;

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perfected Lien (subject only to Permitted Liens which rank by law, or pursuant to the Intercreditor Agreement (Franco), in priority) in all Assets (other than any Excluded Assets) of such Subsidiary and all Equity Securities in the capital of such Subsidiary (including, to the extent such Equity Securities are certificated, delivery to the Lender of certificates evidencing Equity Securities along with appropriate stock powers of attorney in respect of any such Equity Securities); and

(iii) such corporate resolutions, certificates, legal opinions and such other documents and registrations as may be reasonably required by the Lender;

all such deliveries to be in form and substance satisfactory to the Lender;

(l) Anti-Money Laundering Laws. Promptly provide all information with respect to the Credit Parties, their respective directors, authorized signing officers, direct or indirect shareholders or other persons in control of the Credit Parties, including supporting documentation and other evidence, as may be reasonably requested by the Lender, or any prospective assignee or participant of the Lender, in order to comply with any applicable Anti-Money Laundering Laws or such other applicable "know your client" laws and requirements, whether now or hereafter existence;

(m) Cooperation with Prospective Assignees. Cooperate, and cause each of the Credit Parties and their respective representatives to cooperate, with the reasonable diligence investigations of any prospective assignee or participant of the Lender, including (i) subject at all times to workplace supervision and safety rules, and provided it does not materially interfere with the operation of the Business, allowing site visits to the Condestable Project and (ii) conducting corporate presentations on the Rio2 Group and the Business on reasonable notice; and

(n) Further Assurances. At its cost and expense, upon request of the Lender, execute and deliver or cause to be executed and delivered to the Lender such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of the Lender to carry out more effectually the provisions and purposes of the Credit Documents.

Section 5.2 Negative Covenants.

So long as any amount owing under this Note remains unpaid, unless consent is given by the Lender in writing, the Borrower shall not:

(a) New Rio2 Debt. Create, incur or assume, or permit any Rio2 Group Member (other than the Restricted Subsidiaries), to create, incur or assume, from and after the date of this Note, any new indebtedness for borrowed money to the extent any Default or Event of Default exists and is continuing or would result therefrom (including for certainty, exceeding the maximum Leverage Ratio specified in Section 5.3(a));

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(b) Negative Pledge re: AcquireCo and CMC. (i) Sell, option, exchange or otherwise convey any legal, equitable or beneficial interest in any Equity Securities of AcquireCo or CMC, nor (ii) permit the Equity Securities of AcquireCo or CMC to be subject to any Liens, except (A) non-consensual Liens arising by operation of law that do not secure the payment of borrowed money, (B) in respect of Equity Securities of CMC, Liens securing obligations arising under the Franco-Nevada Stream Agreement; and (C) any other Lien consented to in writing by the Lender;

(i) Debt existing as of the date hereof as described in the SPA;

(ii) Debt incurred by CMC in the ordinary course of its Business in respect of Capital Leases and Purchase Money Mortgages provided no Default or Event of Default exists and is continuing or would result therefrom (including, for certainty, exceeding the maximum Leverage Ratio specified in Section 5.3(a)) and provided that such Debt is limited in recourse to the Assets financed thereby and the proceeds thereof;

(iii) Debt of any Restricted Subsidiary to any other Restricted Subsidiary;

(iv) Debt provided by the Borrower or any other Rio2 Group Member (other than a Restricted Subsidiary) to a Restricted Subsidiary, provided such Debt is postponed and subordinated to payment in full of this Note pursuant to a postponement agreement in a form approved by the Lender;

(v) Debt incurred by CMC in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement and environmental reclamation obligations of CMC to the extent required by Applicable Law or any Governmental Authority and letters of credit to secure obligations to suppliers with respect to the Condestable Project in the ordinary course of business;

(vi) provided no Default or Event of Default exists and is continuing or would result therefrom (including, for certainty, exceeding the maximum Leverage Ratio specified in Section 5.3(a)), additional unsecured Debt advanced by Pre-Approved Lenders;

(vii) Guarantees by any Restricted Subsidiary of (A) Debt of the Borrower to the Lender under this Note, (B) Debt of the Borrower in the principal amount of $55,000,000 under the Senior Note, or (C) Debt permitted by subsection (v) and (vi) of this Section 5.2(c); and

(viii) any other Debt with the prior written consent of the Lender;

(d) Liens. Permit any of the Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien on any of their respective Assets, except Permitted Liens;

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(e) Mergers, Etc. Enter into, or permit any of the Restricted Subsidiaries to enter into, any reorganization, spin-off, hive down, consolidation, amalgamation, arrangement, winding-up, merger or other similar transaction except that (A) the Borrower may enter into such transactions; and (B) any Restricted Subsidiary may enter into such transactions with the Borrower, any other Restricted Subsidiary or any other wholly-owned Subsidiary of a Restricted Subsidiary, in each case, if:

(i) No Default or Event of Default exists and is continuing or would result from such transaction;

(ii) the continuing corporation assumes the relevant Credit Parties’ obligations under the Credit Documents and grants such additional Security (in the case of subsection (B) above) and provides such further assurances as may be required by the Lender;

(iii) in the case of a transaction involving the Borrower, the other Credit Parties confirm that their guarantees continue to extend to the Secured Obligations of the Borrower and the Security granted pursuant to their Security Documents continues to secure the obligations under such guarantees; and

(iv) in case of a transaction contemplated under subsection (B) above, the continuing corporation makes or causes to be made delivery to the Lender of the relevant items set out in Section 5.1(k), as determined by the Lender (and, for greater certainty, for purposes of this Section 5.2(e)(iv) only, references to a new Subsidiary in Section 5.1(k) shall be deemed to be references to the continuing corporation);

(f) Disposal of Assets Generally. Permit any of the Restricted Subsidiaries to Dispose of any Assets to any Person except:

(i) Dispositions of Minerals in the ordinary course of business, including pursuant to the Franco-Nevada Stream Agreement;

(ii) Dispositions of Assets (other than Equity Securities in the capital of any Restricted Subsidiary) which have no material economic value in the Business or business or are worn out or obsolete;

(iii) Dispositions of equipment and Buildings and Fixtures by CMC, to the extent the value of such Assets disposed of in any one Financial Year does not exceed five percent (5%) of the total value of all of the Assets of CMC, or such Disposition is required by Applicable Laws or rulings by any Governmental Authority;

(iv) Dispositions to the extent required in connection with any abandonment, surrender, relinquish or lapse of any of the Subject Properties, or any portion thereof, which is permitted in accordance with Section 5.1(e);

(v) Dispositions pursuant to a transaction permitted by Section 5.2(e);

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(vi) Dispositions between Restricted Subsidiaries; and

(vii) Dispositions of promissory notes, invoices, receivables and other accounts by CMC pursuant to the Banco Factoring Agreement.

(g) Transactions with Related Parties. Directly or indirectly, allow any Restricted Subsidiary to enter into, any agreement with, make any financial accommodation for, or otherwise enter into any transaction with, (i) an Affiliate of the Restricted Subsidiary, (ii) any Person that directly or indirectly owns or controls Equity Securities of the Restricted Subsidiary, carrying more than 10% of the voting rights of such Restricted Subsidiary, (iii) any Affiliate of a Person described in clause (ii); (iv) any Person that is an officer or director of the Restricted Subsidiary, or of any Affiliate of such Person, or of any Person described in clause (ii) or (iii), or (v) any immediate family member of any of the foregoing, in each case, except (A) at prices and on terms not less favourable to the Restricted Subsidiary, as the case may be, than could be obtained in a comparable arm's length transaction with another Person; (B) agreements, financial accommodations and transactions between Restricted Subsidiaries; or (C) as otherwise permitted under this Note;

(h) Change in Business. Permit any of the Restricted Subsidiaries to make, any change in the nature of the Business;

(i) Share Capital. Permit any of the Restricted Subsidiaries to issue any Equity Securities, except (i) AcquireCo may issue Equity Securities to the Borrower, and (ii) a Restricted Subsidiary may issue Equity Securities to another Restricted Subsidiary, provided that in respect of Equity Securities issued pursuant to this subsection (ii), such Equity Securities have been pledged, and certificates representing the same together with stock transfer powers duly executed in blank have been delivered to the Lender, pursuant to the Security Documents;

(j) Restricted Payments. Permit any Restricted Subsidiary to declare, make or pay any Restricted Payments until the Secured Obligations have been repaid in full, provided that, if no Default or Event of Default has occurred and is continuing or could result therefrom, any Restricted Subsidiary may:

(i) make, declare and pay Restricted Payments to any other Restricted Subsidiary;

(ii) make, declare and pay Restricted Payments to the Borrower (x) at any time after the date on which the Fenix Project has achieved at least 90% of the projected recovered gold production as set out in the Budget and Mine Plan for three (3) consecutive months, with operating costs in respect of the Fenix Project at such time not being materially in excess of the projections set out therein, and (y) prior to such date, to the extent necessary to enable the Borrower to fulfill its obligations under this Note and the Mezzanine Note; and

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(iii) make, declare and pay Restricted Payments to SPM Peru in an aggregate amount, together with Investments made pursuant to Section 5.2(k)(v), of up to [Redacted - Commercially sensitive information] annually as necessary for SPM Peru to pay management salaries, auditors fees and similar expenses relating to the management and administration of CMC.

(k) Investments. Permit any of the Restricted Subsidiaries to make, any Investment in any Person, except:

(i) purchases by a Restricted Subsidiary of Equity Securities of another Restricted Subsidiary;

(ii) intercompany loans and capital contributions made by a Restricted Subsidiary to another Restricted Subsidiary;

(iii) Guarantees permitted pursuant to Section 5.2(c)(vii);

(iv) Investments made in connection with the creation of a new Subsidiary in accordance with Section 5.2(m);

(v) Investments made to SPM Peru in an aggregate amount, together with Restricted Payments made pursuant to Section 5.2(j)(iii), of up to [Redacted - Commercially sensitive information] annually as necessary for SPM Peru to pay management salaries, auditors fees and similar expenses relating to the management and administration of CMC.

(vi) Investments made pursuant to a transaction permitted by Section 5.2(e); and

(vii) Investments in Cash Equivalents;

(l) Derivatives Agreements. Permit any of the Restricted Subsidiaries to enter into or suffer to exist any Derivatives Agreement other than a Derivatives Agreement between CMC and a Pre-Approved Lender entered into for the purpose of protecting CMC against fluctuations in currency exchange or interest rates, in each case, entered into in the ordinary course of, and pursuant to the reasonable requirements of its business, and not for speculative investment or on a margined basis;

(m) Subsidiaries. Permit the Restricted Subsidiaries to incorporate or acquire any Subsidiaries or commence to carry on the Business otherwise than through the Restricted Subsidiaries, except that the Restricted Subsidiaries may establish or create one or more directly or indirectly wholly-owned Subsidiaries, provided, in each case, the Borrower has complied with Section 5.1(k);

(n) Capital Expenditures. Make or commit to make, or permit any Rio2 Group Members to make or commit to make, in any Financial Year, any Capital Expenditures that would (after taking into account planned or necessary Capital

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Expenditures in relation to the Condestable Project and the Fenix Project), on a consolidated basis, cause any of the covenants in Section 5.3 to be breached;

(o) Change of Auditors. Change, or permit CMC to change, its auditors, provided that a nationally recognized accounting firm may be appointed upon prior written notice of such appointment to the Lender;

(p) Financial Year. Change, or permit any Restricted Subsidiary to change, its Financial Year; and

(q) Amendments.

(i) Make or permit to be made, or permit any Restricted Subsidiary to make or permit to be made, any amendments to any Material Agreement if such amendments could reasonably be expected to have a Material Adverse Effect;

(ii) (A) Permit any Restricted Subsidiary to amend or change any of its constating documents or (B) permit any Restricted Subsidiary to enter into any agreement with respect to its Equity Securities, except where such amendment, change or new agreement is not materially adverse to the interests of the Lender under the Credit Documents.

Section 5.3 Financial Covenants.

So long as any amount owing under this Note remains unpaid or the Lender has any obligation under this Note, and unless consent is given by the Lender in writing, the Borrower shall, on a consolidated basis for the Rio2 Group:

(a) Maintenance of Leverage Ratio. Maintain, at all times, a maximum Leverage Ratio, calculated at the end of each Financial Quarter for the four Financial Quarters then ended of 3.50:1.00;

(b) Maintenance of Debt Service Ratio. Maintain, at all times, a minimum ratio, calculated at the end of each Financial Quarter for the four Financial Quarters then ended of Adjusted Consolidated EBITDA to Consolidated Debt Service of (i) for the Financial Quarter ending on March 31, 2026, 1.00:1.00 and (ii) at all times thereafter, 1.50:1.00; and

(c) Maintenance of Cash Balance. Maintain, at all times, a minimum balance of cash and Cash Equivalents of not less than $2,000,000 (or the Equivalent Amount in any other currency).

Section 5.4 Security Covenants.

So long as any amount owing under this Note remains unpaid or the Lender has any obligation under this Note, and unless consent is given by the Lender in writing, the Borrower shall:

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(a) Business Outside Certain Jurisdictions. At least 30 days prior to any of the following changes becoming effective, notify the Lender in writing of (i) any proposed change in (x) the jurisdiction of organization of any Restricted Subsidiary, (y) the jurisdiction of any of the chief executive office, principal place of business, head office or registered office of any Restricted Subsidiary, and (z) the jurisdictions where any Restricted Subsidiary maintains tangible Assets, and (ii) any proposed change in the name (including the adoption of a French form of name) of any Restricted Subsidiary; and

(b) Perfection and Protection of Security Interest. Subject to the Intercreditor Agreement (Franco), cause the Restricted Subsidiaries to perform, execute and deliver all acts, agreements and other documents as may be reasonably requested by the Lender at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Security including (i) executing, recording and filing of the Credit Documents and financing or continuation statements in connection therewith, in form and substance satisfactory to the Lender, (ii) delivering to the Lender the originals of all instruments, documents and chattel paper and all other Collateral of which the Lender determines the Lender should have physical possession in order to perfect and protect the Security, duly endorsed or assigned to the Lender, and (iii) taking such other steps as are deemed necessary by the Lender to maintain the Security.

ARTICLE 6

CHANGES IN CIRCUMSTANCES

Section 6.1 Increased Costs.

(1) If any Change in Law shall:

(a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender;

(b) subject the Lender to any Tax of any kind whatsoever with respect to this Note, this Note made by it or any participation by it in this Note, or change the basis of taxation of payments to the Lender in respect thereof, except for Indemnified Taxes or Other Taxes for which a payment has been made under Section 6.2 and the imposition, or any change in the rate, of any Excluded Tax payable by the Lender; or

(c) impose on the Lender or any applicable interbank market any other condition, cost or expense affecting this Note made by the Lender;

and the result of any of the foregoing shall be to increase the cost to the Lender of maintaining this Note, or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount), then upon request of the Lender the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.

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(2) If the Lender determines that any Change in Law affecting the Lender or any lending office of the Lender or the Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Lender's capital or on the capital of the Lender's holding company, if any, as a consequence of this Note being held or participated in by the Lender, to a level below that which the Lender or its holding company could have achieved but for such Change in Law (taking into consideration the Lender's policies and the policies of its holding company with respect to capital adequacy), then from time to time the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender or its holding company for any such reduction suffered.

(3) A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the case may be, as specified in Section 6.1(1) or Section 6.1(2), including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(4) Failure or delay on the part of the Lender to demand compensation pursuant to this Section 6.1 shall not constitute a waiver of the Lender's right to demand such compensation, except that the Borrower shall not be required to compensate the Lender pursuant to this Section 6.1 for any increased costs incurred or reductions suffered more than nine months prior to the date that the Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of the Lender's intention to claim compensation therefore, unless the Change in Law giving rise to such increased costs or reductions is retroactive, in which case the nine-month period referred to above shall be extended to include the period of retroactive effect thereof.

(5) The provisions of this Section 6.1 shall survive the termination of this Note and the repayment of all Secured Obligations.

Section 6.2 Taxes.

(1) Any and all payments by or on account of any obligation of the Borrower under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Credit Party or the Lender is required by Applicable Law to deduct or pay any Indemnified Taxes (including any Other Taxes) in respect of any payment by or on account of any obligation of any Credit Party hereunder or under any other Credit Document, then (i) the sum payable shall be increased by such Credit Party when payable as necessary so that after making or allowing for all required deductions and payments for Indemnified Taxes (including any Other Taxes and deductions and payments applicable to additional sums payable under this Section 6.2), the Lender receives an amount equal to the sum it would have received had no such deductions or payments for Indemnified Taxes (including any Other Taxes) been required, (ii) such Credit Party shall make any such deductions required to be made by it under Applicable Law and (iii) such Credit Party shall timely pay the full amount required to be deducted to the relevant Governmental Authority in accordance with Applicable Law.

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(2) Without limiting the provisions of Section 6.2(1) above, the Borrower shall, and shall cause each Credit Party to, timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

(3) The Borrower shall indemnify the Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid or payable by the Lender or required to be withheld or deducted from a payment to the Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the Lender shall be conclusive absent manifest error.

(4) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Credit Party to a Governmental Authority, such Credit Party shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment satisfactory to the Lender.

(5) If the Lender is a Foreign Lender and is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Credit Document, then it shall, at the request of the Borrower, deliver to the Borrower, at the time or times prescribed by Applicable Law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Lender, if requested by the Borrower, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the Lender is subject to withholding or information reporting requirements.

(6) If the Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Credit Party or with respect to which a Credit Party has paid additional amounts pursuant to this Section 6.2, it shall pay to such Credit Party an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section 6.2 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all expenses of the Lender, and without interest (other than any net after Tax interest paid by the relevant Governmental Authority with respect to such refund). Such Credit Party, upon the request of the Lender, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender if the Lender is required to repay such refund to such Governmental Authority. This Section 6.2(6) shall not be construed to require the Lender to make available its tax returns (or any other information

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relating to its taxes that it deems confidential) to the Borrower or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction.

(7) The provisions of this Section 6.2 shall survive the repayment in full of this Note (including any purported cancellation hereof).

ARTICLE 7

EVENTS OF DEFAULT

Section 7.1 Events of Default.

The occurrence of any one or more of the following events shall constitute an event of default under this Note (an “Event of Default”):

(a) the Borrower fails to pay any amount of the Principal Amount when such amount becomes due and payable;

(b) the Borrower fails to pay any interest or Fees when they become due and payable and such failure remains unremedied for a period of three Business Days;

(c) any representation or warranty or certification made or deemed to be made by a Credit Party or any of their respective directors or officers in any Credit Document shall prove to have been incorrect in any material respect when made or deemed to be made and, if the circumstances giving rise to the incorrect representation or warranty are capable of modification or rectification (such that, thereafter the representation or warranty would be correct), the representations or warranty remains uncorrected for a period of 30 days;

(d) the Borrower fails to perform, observe or comply with any of the covenants contained in Section 5.2 or Section 5.3;

(e) the Borrower fails to perform, observe or comply with any other term, covenant or agreement contained in any Credit Document to which it is a party and such failure remains unremedied for 30 days following notice of such failure by the Lender to the Borrower;

(f) a Restricted Subsidiary fails to perform or observe any term, covenant or agreement contained in any Credit Document to which it is a party and such failure remains unremedied for 30 days following notice of such failure by the Lender to the Borrower;

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occurs or condition exists and continues after the applicable grace period, if any, specified in any agreement or instrument relating to any such Debt, if its effect is to accelerate, or permit the acceleration of such Debt; or any such Debt shall be declared to be due and payable prior to its stated maturity;

(h) AcquireCo fails to pay any “Deferred Consideration Payment” (as defined under the SPA) when due pursuant to the SPA and such failure remains unremedied for 30 days;

(i) any Rio2 Group Member fails to perform or observe any term, covenant or agreement contained in any Material Agreement on its part to be performed or observed; or any Material Agreement is terminated or revoked or permitted to lapse; or any party to any Material Agreement delivers a notice of termination or revocation in respect of the Material Agreement, in each case, where such occurrence could reasonably be expected to have a Material Adverse Effect;

(j) any Rio2 Group Member commits a material default under the Franco-Nevada Stream Agreement or the Wheaton Stream Agreement, and such default continues after the applicable grace period, if any, specified in the applicable agreement;

(k) any Credit Party repudiates its obligations under any Credit Document or any material provision thereof, or claims any of the Credit Documents or any material provision thereof to be invalid or withdrawn in whole or in part;

(l) any one or more of the Credit Documents or any material provision thereof ceases to be, or is determined by a court of competent jurisdiction not to be, a legal, valid and binding obligation of any Credit Party which is a party thereto, enforceable by the Lender against such Credit Party;

(m) if any of the Security shall cease to be a valid and perfected first priority Lien on any Collateral thereunder or any Assets intended to be Collateral thereunder, subject only to Permitted Liens which rank by law, or pursuant to the Intercreditor Agreement (Franco), in priority;

(n) any judgment or order for the payment of money in excess of $10,000,000 is rendered against any Rio2 Group Member and either (i) enforcement proceedings have been commenced by a creditor upon the judgment or order, or (ii) there is any period of fifteen consecutive days during which a stay of enforcement of the judgment or order, by reason of a pending appeal or otherwise, is not in effect;

(o) the Borrower or any Restricted Subsidiary incurs any Environmental Liabilities which will require expenditures, (i) for any one occurrence, in excess of $10,000,000 after application of insurance proceeds, or (ii) aggregating in any Financial Year on a consolidated basis, $10,000,000 after application of insurance proceeds;

(p) there is a Change of Control of the Borrower to any Person(s) which is not an Approved Purchaser, or the Borrower ceases to directly own 100% of the Equity Securities of AcquireCo;

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(q) any Credit Party (i) becomes insolvent or generally not able to pay its debts as they become due, (ii) admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors, (iii) institutes or has instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y) liquidation, winding up, administration, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under Debtor Relief Laws or any other Applicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors including any proceeding under applicable corporate law seeking a compromise or arrangement of, or stay of proceedings to enforce, some or all of the debts of such Person, or (z) the entry of an order for relief or the appointment of a receiver, receiver-manager, administrator, custodian, monitor, trustee, junta de acreedores, liquidator or other similar official for it or for any substantial part of its Assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of 30 days (or 90 days in the case of any Credit Party organized under the laws of Peru), such Person fails to diligently and actively oppose such proceeding, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, receiver-manager, administrator, custodian, monitor, trustee or other similar official for it or for any substantial part of its properties and assets) occurs, (iv) agrees to wind-up procedures under the Peruvian General Corporations Law or (v) takes any corporate action to authorize any of the above actions;

(r) any Credit Party suspends the conduct of its business or operations for a period of 60 consecutive days, provided that any suspension shall constitute an Event of Default on the first date on which it is reasonably apparent or known to the Borrower or the Lender that such suspension shall continue for a period of greater than 60 consecutive days; or

(s) the audited consolidated financial statements of the Rio2 Group or the audited financial statements of CMC are qualified by an Impermissible Qualification.

Section 7.2 Acceleration.

Upon the occurrence and during the continuance of an Event of Default, the Lender may, by written notice to the Borrower declare the Principal Amount, all accrued interest and Fees and all other amounts payable under this Note to be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided that, upon the occurrence of an Event of Default under Section 7.1(q), the Principal Amount, accrued interest and Fees and other amounts payable under this Note shall become immediately due and payable, without any presentment, demand, protest or notice of any kind from the Lender.

Section 7.3 Remedies Upon Default.

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proceedings under the Credit Documents, all without any additional notice, presentation, demand, protest, notice of dishonour, entering into of possession of any property or assets, or any other action or notice, all of which are expressly waived by the Borrower.

(2) The rights and remedies of the Lender under the Credit Documents are cumulative and are in addition to, and not in substitution for, any other rights or remedies. Nothing contained in the Credit Documents with respect to the indebtedness or liability of the Borrower to the Lender, nor any act or omission of the Lender with respect to the Credit Documents or the Security shall in any way prejudice or affect the rights, remedies and powers of the Lender under the Credit Documents and the Security.

Section 7.4 Right of Set-off.

If an Event of Default has occurred and is continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time to time to set off and apply any and all obligations (in whatever currency) at any time owing by the Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Note or any other Credit Document to the Lender, irrespective of whether or not the Lender has made any demand under this Note or any other Credit Document and although such obligations of the Credit Party may be contingent or unmatured, or are owed to the Lender and not to the obligated Affiliate. The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off, consolidation of accounts and bankers' lien) that the Lender or its Affiliates may have. The Lender may notify the Borrower after any such set-off and application, but the failure to give such notice shall not affect the validity of such set-off and application.

Section 7.5 Application of Proceeds.

Payments received by the Lender after an Event of Default has occurred and is continuing or after the acceleration of the Principal Amount, including proceeds of realization of the Security, shall be applied, in full or in part, together with any other sums then held by the Lender pursuant to this Note, to such portion or portions of the Secured Obligations as the Lender may determine in its sole discretion.

ARTICLE 8 MISCELLANEOUS

Section 8.1 Amendments, etc.

No amendment or waiver of any provision of any of the Credit Documents, nor consent to any departure by the Borrower or any other Person from such provisions, shall be effective unless in writing and executed by the Lender. Any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

Section 8.2 Waiver.

No failure on the part of the Lender to exercise, and no delay in exercising, any right under any of the Credit Documents shall operate as a waiver of such right; nor shall any single or partial

exercise of any right under any of the Credit Documents preclude any other or further exercise of such right or the exercise of any other right. The closing of this transaction shall not prejudice any right of one party against any other party in respect of anything done or omitted under this Note or in respect of any right to damages or other remedies.

Section 8.3 Notices: Effectiveness; Electronic Communication.

(1) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein (each, a "Notice") shall be in writing and shall be sent by personal delivery or courier service, mailed by certified or registered mail, or sent by e-mail addressed:

(a) to the Borrower at:

Rio2 Limited
701 West Georgia Street, Suite 1500
Vancouver, BC V7Y 1C6

Attention: Kathryn Johnson

Telephone: [Redacted - Personal Information]
E-mail: [Redacted - Personal Information]

(b) to the Lender at:

Southern Peaks Mining L.P.
c/o GNRI
14 Curzon Street
London, England
W1J 5HN

Attention: Adolfo Vera and Richard Jennings

Telephone: [Redacted - Personal Information]
E-mail: [Redacted - Personal Information]

(2) A Notice is deemed to have been given and received (i) if sent by personal delivery or courier service, or mailed by certified or registered mail, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day or (ii) if sent by e-mail (with confirmation of transmission), on the date sent if it is a Business Day and is sent prior to 4:00 p.m. (local time where the recipient is located) and otherwise on the next Business Day.

(3) Any party hereto may change its address or e-mail for notices and other communications hereunder by notice to the other party hereto.

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Section 8.4 Expenses; Indemnity; Damage Waiver.

(1) The Borrower shall pay (i) all reasonable costs and expenses incurred by the Lender, including the fees, charges and disbursements of counsel, in connection with any amendments, modifications or waivers of the provisions of this Note and the other Credit Documents (x) initiated or requested by the Borrower or (y) proposed, effected or undertaken by the Lender (whether or not consummated) that the Lender reasonably determines are necessary or advisable to protect or preserve the Lender's rights, remedies, interests or collateral, in each case whether or not requested by the Borrower, and (ii) all costs and expenses incurred by the Lender, including the reasonable fees, charges and disbursements of counsel, in connection with the enforcement or protection of its rights in connection with this Note and the other Credit Documents, including its rights under this Section 8.4 and in connection with the other Secured Obligations, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of this Note.

(2) The Borrower shall indemnify the Lender and each Related Party of the Lender (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Credit Party arising out of, in connection with, or as a result of (a) the execution, delivery or enforcement of this Note, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance or non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation or non-consummation of the transactions contemplated hereby or thereby (excluding, for greater certainty, any costs and expenses in connection with the preparation, negotiation, execution, delivery and administration of this Note and the other Credit Documents other than as set forth in Section 8.4(1)), (b) the presence or Release of Hazardous Substances in, on, at, under or about the Environment, or the breach by or non-compliance with any Environmental Law by any mortgagor, owner or lessee of properties in which the Borrower or any Restricted Subsidiary has or had an interest, or any Environmental Liability related in any way to the Borrower or any Restricted Subsidiary, in each case, occurring after the date hereof, or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Credit Party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee.

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hereby (or any breach thereof), the transactions contemplated hereby or thereby, this Note or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Note or the other Credit Documents or the transactions contemplated hereby or thereby.

(4) All amounts due under this Section 8.4 shall be payable promptly after demand therefor and, in any event, within ten (10) days of such demand.

(5) The provisions of this Section 8.4 shall survive the termination of this Note and the repayment of the Secured Obligations. To the extent required by law to give full effect to the rights of the Indemnitees under this Section 8.4, the parties hereto agree and acknowledge that the Lender is acting as agent for its Related Parties and agrees to hold and enforce such rights on behalf of such Related Parties as they may direct. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of the Lender or any other Indemnitee in respect of such Person's losses for legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counsel.

Section 8.5 Successors and Assigns.

(1) The provisions of this Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender.

(2) The Lender may at any time assign all or a portion of its rights and obligations under this Note provided that:

(a) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is an Affiliate of the Lender or a Pre-Approved Lender, or a Default or Event of Default has occurred and is continuing, and provided that the Borrower shall be deemed to have consented to any such assignment unless it has provided written notice of its objection thereto to the Lender within five Business Days of receiving notice thereof;

(b) any partial assignment shall be in a minimum amount of $15,000,000, unless the Borrower otherwise consents in writing;

(d) the parties to the assignment shall execute and deliver an Assignment and Assumption, and

from and after the effective date specified in such Assignment and Assumption:

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(x) to the extent of the interest assigned by such Assignment and Assumption, the assignee thereunder shall be a party to this Note (or to a new promissory note in substantially the same form as this Note, reflecting a principal amount equal to the portion of the interest assigned), and have the rights and obligations of the Lender under this Note (or the lender under such new promissory note) and the other Credit Documents (or new credit documents substantially in the same form as the Credit Documents), including any collateral security, and the assigning Lender thereunder shall be released from its obligations under this Note and cease to be entitled to its interest under the Note, in each case, to the extent of the interest assigned by such Assignment and Assumption, but, in all cases, shall continue to be entitled to the benefits of Article 6 and Section 8.4; and

(y) upon written notice of such Assignment and Assumption being provided to the Borrower, the Borrower shall make all payments in respect of this Note to the extent assigned by such Assignment and Assumption (including payments of principal, interest and other amounts) to the assignee.

(3) The Lender may at any time, without the consent of, or notice to, the Borrower, sell participations to any Person (other than a natural person, a Credit Party or any Affiliate of a Credit Party) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Note; provided that (i) the Lender’s obligations under this Note shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Note. Subject to Section 8.5(4), the Borrower agrees that each Participant shall be entitled to the benefits of Section 6.1 and Section 6.2 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to Section 8.5(2). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 7.4 as though it were the Lender.

(4) A Participant shall not be entitled to receive any greater payment under Section 6.1 and Section 6.2 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent or at a time when an Event of Default has occurred and is continuing.

(5) In addition to its obligations pursuant to Section 5.1(m), the Borrower shall, and shall cause the Restricted Subsidiaries to:

(a) co-operate with the Lender to facilitate any partial assignment of this Note pursuant to this Section 8.5, including entering into such new promissory notes, security documents or other credit documents as may be reasonably required to effect such partial assignment; and

(b) provide such certificates, acknowledgments and further assurances in respect of this Note and the other Credit Documents as the Lender may reasonably require in connection with any participation or assignment pursuant to this Section 8.5,

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at the Borrower's own cost, but provided that the Borrower is not unreasonably commercially disadvantaged thereby.

(6) The Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Note to secure obligations of the Lender, but no such pledge or assignment shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.

Section 8.6 Judgment Currency.

(1) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due to the Lender in any currency (the "Original Currency") into another currency (the "Other Currency"), the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the Lender could purchase the Original Currency with the Other Currency on the Business Day preceding the day on which final judgment is given or, if permitted by Applicable Law, on the day on which the judgment is paid or satisfied.

(2) The obligations of the Borrower in respect of any sum due in the Original Currency from it to the Lender under any of the Credit Documents shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in the Other Currency, the Lender may, in accordance with normal banking procedures, purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the Lender in the Original Currency, the Borrower agrees, as a separate obligation and notwithstanding the judgment, to indemnify the Lender, against any loss, and, if the amount of the Original Currency so purchased exceeds the sum originally due to the Lender in the Original Currency, the Lender shall remit such excess to the Borrower.

Section 8.7 Interest on Amounts.

Except as may be expressly provided otherwise in this Note, all amounts owed by the Borrower to the Lender which are not paid when due (whether at stated maturity, on demand, by acceleration or otherwise) shall bear interest (both before and after default and judgment), from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to the sum of the U.S. Prime Rate in effect from time to time, the Applicable Margin and 2%.

Section 8.8 Limitations Act.

Notwithstanding the provisions of the Limitations Act, 2002 (Ontario), a claim may be brought on this Note at any time within 6 years from the date on which payment of the relevant obligation is due pursuant hereto or, in the case of obligations that are demand obligations, demand for payment of the relevant obligation is made to the Borrower in accordance with the terms of this Note.

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Section 8.9 Governing Law: Jurisdiction: Etc.

(1) This Note shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in that Province.

(2) The Borrower irrevocably and unconditionally submits, for itself and its Assets, to the non-exclusive jurisdiction of the courts of the Province of Ontario, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note or any other Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Note or in any other Credit Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Note or any other Credit Document against any Credit Party or its Assets in the courts of any jurisdiction.

(3) The Borrower irrevocably consents to the service of any and all process in any such action or proceeding to the Borrower at the address provided for it in Section 8.3. Nothing in this Section 8.9(3) limits the right of the Lender to serve process in any other manner permitted by Applicable Law.

(4) The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note or any other Credit Document in any court referred to in Section 8.9(2). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 8.10 Waiver of Jury Trial.

Each party hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Note or any other Credit Document or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other Person has represented, expressly or otherwise, that such other Person would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Note and the other Credit Documents by, among other things, the mutual waivers and certifications in this Section.

Section 8.11 Counterparts: Integration: Effectiveness: Electronic Execution.

Credit Documents and any separate letter agreements with respect to fees payable to the Lender constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Note shall become effective when it has been executed by the Lender and when the Lender has received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.
The words “execution,” “signed,” “signature,” and words of like import in any Credit Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic Evidence Act, as the case may be.

Section 8.12 Treatment of Certain Information: Confidentiality.

The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its direct or indirect members or limited partners (and any parent entity thereof) who need to know such information for legitimate purposes in connection with the Credit Documents and who are bound by confidentiality and use obligations no less stringent than those set out herein, (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Note or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 8.12 to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Note, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Lender on a non-confidential basis.
For purposes of this Section, “Information” means all information received in connection with this Note from the Borrower or any of its Subsidiaries relating to the Rio2 Group or any of their respective businesses, other than any such information that is available to the Lender on a non-confidential basis prior to such receipt. Any Person required to maintain the confidentiality of Information as provided in this Section 8.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Lender may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the facilities provided hereunder as is necessary to assign unique identifiers (and, if requested, supply a copy of this Note), it being understood that the

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Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to make available to the public only such Information as such person normally makes available in the course of its business of assigning identification numbers.

Section 8.13 Severability.

If any court of competent jurisdiction from which no appeal exists or is taken, determines any provision of this Note to be illegal, invalid or unenforceable, that provision will be severed from this Note and the remaining provisions will remain in full force and effect.

Section 8.14 Time of the Essence.

Time is of the essence in this Note.

Section 8.15 Waiver of Presentment, etc.

The Borrower waives presentment for payment, demand and protest and notice of protest and notice of non-payment, and agrees and consents to all extensions or renewals of this Note without notice.

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF the parties have executed this Note.

RIO2 LIMITED, as Borrower

By:
Authorized Signing Officer

Mezzanine Promissory Note - Signature page

SOUTHERN PEAKS MINING L.P., by its general partner, SPM GP LIMITED, as Lender

By: _________
Director

Mezzanine Promissory Note - Signature page

APPENDIX A
INDEX OF TERMS

ARTICLE 1
PROMISE TO PAY

Section 1.1 Promise to Pay. ...1
Section 1.2 Interest. ...1
Section 1.3 Mandatory Repayments. ...1
Section 1.4 Mandatory Prepayments. ...1
Section 1.5 Optional Prepayments. ...2
Section 1.6 Evidence of Debt. ...3
Section 1.7 Structuring Fee. ...3
Section 1.8 Payments under this Note. ...3
Section 1.9 Application of Payments and Prepayments. ...3
Section 1.10 Computations of Interest. ...4

ARTICLE 2
INTERPRETATION

Section 2.1 Defined Terms. ...4
Section 2.2 Gender and Number. ...22
Section 2.3 Headings, etc. ...22
Section 2.4 Currency. ...22
Section 2.5 Certain Phrases, etc. ...22
Section 2.6 Non-Business Days. ...23
Section 2.7 Accounting Terms. ...23
Section 2.8 Incorporation of Schedules, Exhibits. ...23
Section 2.9 Conflict. ...23
Section 2.10 Permitted Liens. ...23
Section 2.11 References to Agreements. ...23
Section 2.12 References to Statutes. ...24
Section 2.13 Currency Equivalents Generally. ...24
Section 2.14 Rates ...24

ARTICLE 3
DELIVERABLES

Section 3.1 Concurrent Deliverables. ...24
Section 3.2 Post-Closing Deliverables. ...25

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties. ...26
Section 4.2 Survival of Representations and Warranties. ...33

ARTICLE 5
COVENANTS OF THE BORROWER

Section 5.1 Affirmative Covenants. ... 33
Section 5.2 Negative Covenants. ... 37
Section 5.3 Financial Covenants. ... 42
Section 5.4 Security Covenants. ... 42

ARTICLE 6
CHANGES IN CIRCUMSTANCES

Section 6.1 Increased Costs. ... 43
Section 6.2 Taxes. ... 44

ARTICLE 7
EVENTS OF DEFAULT

Section 7.1 Events of Default. ... 46
Section 7.2 Acceleration. ... 48
Section 7.3 Remedies Upon Default. ... 48
Section 7.4 Right of Set-off. ... 49
Section 7.5 Application of Proceeds. ... 49

ARTICLE 8
MISCELLANEOUS

Section 8.1 Amendments, etc. ... 49
Section 8.2 Waiver. ... 49
Section 8.3 Notices: Effectiveness; Electronic Communication. ... 50
Section 8.4 Expenses; Indemnity; Damage Waiver. ... 51
Section 8.5 Successors and Assigns. ... 52
Section 8.6 Judgment Currency. ... 54
Section 8.7 Interest on Amounts. ... 54
Section 8.8 Limitations Act. ... 54
Section 8.9 Governing Law: Jurisdiction: Etc. ... 55
Section 8.10 Waiver of Jury Trial. ... 55
Section 8.11 Counterparts: Integration: Effectiveness: Electronic Execution. ... 55
Section 8.12 Treatment of Certain Information: Confidentiality. ... 56
Section 8.13 Severability. ... 57
Section 8.14 Time of the Essence. ... 57
Section 8.15 Waiver of Presentment, etc. ... 57

ADDENDA

APPENDIX A
INDEX OF TERMS

SCHEDULE 3.1(c)
CREDIT DOCUMENTS

SCHEDULE 4.1(1)(a)
JURISDICTIONS OF FORMATION

SCHEDULE 4.1(1)(i)
OWNED PROPERTIES AND LEASED PROPERTIES

SCHEDULE 4.1(1)(x)
EXHIBIT 5.1(a)(v)
CORPORATE STRUCTURE
FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 3.1(c)
CREDIT DOCUMENTS

Cayman Guarantee
(1) Guarantee - SPM Finance

Cayman Security Documents
(2) Security Agreement – SPM Finance
(3) Deed of Charge over Shares in SPM Finance - AcquireCo
(4) Deed of Charge over Book Debts - AcquireCo

Ontario Guarantee
(5) Guarantee – AcquireCo and CMC

Peruvian Security Documents
(6) Amended and Restated Asset Guarantee Trust Agreement - CMC
(7) Amended and Restated Cash Flow Guarantee Trust Agreement - CMC
(8) Pledge of Shares (garantía mobiliaria sobre acciones) of AMC– AcquireCo
(9) Pledge of Credits (garantía mobiliaria sobre derechos de cobro) – CMC

Other
(10) Account Pledge (New York) – SPM Finance

SCHEDULE 4.1(1)(a)
JURISDICTIONS OF FORMATION

Credit Party	Jurisdiction of Formation/ Registration/ Existence
Borrower	Ontario, Canada
AcquireCo	Peru
AMC	Peru
CMC	Peru
SPM Finance	Cayman Islands

SCHEDULE 4.1(1)(i)
OWNED PROPERTIES AND LEASED PROPERTIES

Owned Properties

"Property of Superficial Rights": Registry Inscription (Partida) Number: 21196524, Owner: CMC, Description: Fundo Predio Eriazo – Parcela 1A Sector Bujama Alta, Location: Mala, Cañete, Lima, Area: 12.05 Hectares

"Property of Superficial Rights", Registry Inscription (Partida) Number: 21000375, Owner: CMC, Description: Fundo Predio Eriazo, Location: Mala, Cañete, Lima, Area: 344.754 Hectares

Leased Properties

Lease of Superficial Rights, Registry Inscription (Partida) Number: 21000375 & 90165062, Owner: Peasant Community of Mala (Comunidad Campesina de Mala) leased by CMC; Location: Mala, Peru, Area: 500 Hectares, for 30 years from 31st August 2005

SCHEDULE 4.1(1)(x)
CORPORATE STRUCTURE

Subsidiaries	Share Ownership
AMC	508,089,689 common shares with par value of S/ 1.00 held by AcquireCo, representing 100% of the outstanding Equity Securities of AMC
CMC	210,142,026 common shares with par value of S/ 1.00, of which 208,241,454 common shares with par value of S/ 1.00 are held by AMC, representing 99.09558% of the outstanding Equity Securities of CMC
SPM Finance	1 ordinary share held by AcquireCo, representing 100% of the outstanding Equity Securities of SPM Finance
SPM Peru	29,039,400 common shares with par value of S/ 1.00 held by AcquireCo, representing 100% of the outstanding Equity Securities of SPM Peru

SCHEDULE 4.1(1)(ee)
LOCATIONS

Restricted Party	Jurisdictions of (i) chief executive office, head office and principal place of business, (ii) registered office, (iii) carry on business, or (iv) store any tangible personal property
AcquireCo	Peru
AMC	Peru
CMC	Peru
SPM Finance	(i) British Columbia, Canada (ii) Cayman Islands

EXHIBIT 5.1(a)(v)
FORM OF COMPLIANCE CERTIFICATE

TO: Southern Peaks Mining L.P.

The undersigned refers to the secured promissory note dated ●, 2025 (as amended, supplemented or restated from time to time, the “Note”, the terms defined therein being used herein as therein defined) between the Borrower and the Lender.

I, the undersigned [Chief Financial Officer] of the Borrower, certify, without personal liability, to the Lender, that:

I have read the provisions of the Note which are relevant to this certificate and have made such examinations or investigations as are necessary to enable me to express an informed opinion on the matters contained in this certificate.
As at [date] (the “Determination Date”), the following calculations were true and correct:

Leverage Ratio (Section 5.3(a)) (refer to Schedule I for details)

Debt Service Ratio (Section 5.3(b)) (refer to Schedule II for details)

Minimum Cash Balance (Section 5.3(c)) $ ___

As at this date:

(a) Except as disclosed below (or as disclosed on a prior Compliance Certificate), on and as of this date none of the Restricted Subsidiaries owns or leases any real property other than the real property described in Schedule 4.1(1)(i) to the Note;

(b) No Default or Event of Default has occurred and is continuing except ___ [specify nature and period of existence of any Default or Event of Default and any action which the Borrower has taken or proposes to take with respect thereto];

(c) The representations and warranties contained in Article 4 of the Note are true and correct in all material respects as though made on this date[, except to the extent that on or prior to the date hereof the Borrower has advised the Lender in writing of a variation in any such representation or warranty, and the Lender has approved such variation in writing and] except for any representation and warranty which is stated to be made only as of a certain date (and then as of such date); and

(d) The financial statements delivered pursuant to Section 5.1(a) of the Note have been prepared in accordance with IFRS in effect on the date of such financial statements and each presents fairly and consistently in all material respects the financial position, results of operations and cash flows, of the Rio2 Group (excluding, prior to the date hereof, the Restricted Subsidiaries) and CMC, as applicable.

DATED the ● day of ●, 20●.

[Chief Financial Officer]

SCHEDULE "I"

Details of Leverage Ratio for consolidated Rio2 Group as per Section 5.3(a):

Indebtedness for borrowed money	$	(1)
Obligations under letters of credit, letters of guarantee (including contingent obligations)	$	(2)
Capital leases and synthetic leases	$	(3)
Indebtedness for deferred purchase price of Assets and services	$	(4)
Indebtedness under conditional sale or other title retention agreements	$	(5)
Net amount of mark-to-market obligations under Derivatives Agreements	$	(6)
Obligations to purchase or redeem shares or other ownership/profit interests prior to Maturity Date	$	(7)
Obligations in respect of surety and completion bonds, asset retirement and remediation obligations	$	(8)
Obligations of third parties secured against Assets	$	(9)
Indebtedness in respect of receivables sold or discounted (unless sold on a non-recourse basis)	$	(10)
Consolidated Indebtedness
(1) + (2) + (3) + (4) + (5) + (6) + (7) + (8) + (9) + (10)	$	(11)
Uncredited Deposit Balance	$	(12)
Cash and Cash Equivalents	$	(13)
Consolidated Net Debt
(11) + (12) - (13)	$	(14)
Consolidated Net Income	$	(15)
Consolidated Interest Charges	$	(16)
Income taxes accrued	$	(17)

Consolidated Depreciation Expense	$ (18)
Unusual or non-recurring losses	$ (19)
Other non-cash items reducing Consolidated Net Income (other than accruals, reserves and amortizations)	$ (20)
Unusual or non-recurring gains	$ (21)
Non-cash items increasing Consolidated Net Income (other than reversals of accruals or reserves)	$ (22)
Consolidated EBITDA (15) + (16) + (17) + (18) + (19) + (20) - (21) - (22)	$ (23)
Leverage Ratio (14):(23)

SCHEDULE "II"

Details of Debt Service Ratio for consolidated Rio2 Group as per Section 5.3(b):

Consolidated EBITDA (see Schedule “I” – item (23))	$	(1)
Unfinanced Capital Expenditures	$	(2)
Non-cash revenue in relation to the amortization of the Uncredited Deposit Balance	$	(3)
cash Taxes paid or due to be paid	$	(4)
Adjusted Consolidated EBITDA
(1) – (2) – (3) – (4)	$	(5)
Consolidated Interest Charges	$	(6)
Scheduled payments of principal, deferred purchase price, Capital Leases and other payments of Consolidated Indebtedness	$	(7)
Payments pursuant to metals pre-payment arrangements	$	(8)
Consolidated Debt Service
(6) + (7) + (8)	$	(9)
Debt Service Ratio
(5):(9)

EXHIBIT E

FORM OF VENDOR SENIOR PROMISSORY NOTE

See attached.

E-1

RIO2 LIMITED
PROMISSORY NOTE

$55,000,000
[Date]

ARTICLE 1
PROMISE TO PAY

Section 1.1 Promise to Pay.

FOR VALUE RECEIVED, Rio2 Limited (hereinafter referred to as the "Borrower") PROMISES TO PAY, subject to the terms and conditions of this Note, to or to the order of Southern Peaks Mining L.P. (the "Lender"), acting through its general partner, General Partner (as defined below) (the "Lender"), or its permitted assigns, at its registered office at c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, George Town, Cayman Islands or such other place as the Lender may designate, the principal amount of FIFTY-FIVE MILLION DOLLARS in lawful money of the United States of America ($55,000,000), together with interest thereon and subject to repayment and prepayment as hereinafter provided.

Section 1.2 Interest.

Section 1.3 Mandatory Repayments.

(1) The Borrower shall repay (subject to Section 7.2) the Principal Amount in quarterly instalments of $2,500,000, the first instalment to be due and payable on the last day of the first full Financial Quarter that occurs following the Grace Period, and each instalment after that date to be due and payable on the last day of each subsequent Financial Quarter, until the earlier of (i) the Maturity Date, and (ii) the date on which the Principal Amount has been repaid in full.

(2) The Borrower shall repay (subject to Section 7.2) the remaining Principal Amount (together with all accrued interest thereon), in full, on the Maturity Date.

Section 1.4 Mandatory Prepayments.

Section 1.5 Optional Prepayments.

Section 1.6 Evidence of Debt.

The indebtedness of the Borrower under this Note, from time to time, shall be evidenced by the records of the Lender.

Section 1.7 Structuring Fee.

Section 1.8 Payments under this Note.

Section 1.9 Application of Payments and Prepayments.

(2) Subject to Section 7.5, if at any time insufficient funds are received by and available to the Lender to pay fully all Secured Obligations then due hereunder then such funds shall be applied (i) first, in reduction of the Borrower's obligation to pay any unpaid interest and any Fees which are due and owing, (ii) second, in reduction of the Borrower's obligation to pay any expenses, claims or losses referred to in Section 8.4 or otherwise hereunder, and (iii) third, in reduction of the Borrower's obligation to pay any amounts due and owing on account of any unpaid Principal Amount which is due and owing.

Section 1.10 Computations of Interest.

ARTICLE 2 INTERPRETATION

Section 2.1 Defined Terms.

As used in this Note, the following terms have the following meanings:

"AcquireCo" means Rio2 Operaciones S.A.C., a closed corporation (sociedad anónima cerrada) existing pursuant to the laws of Perú.

"Adjusted Consolidated EBITDA" means, for any period, Consolidated EBITDA less:

(a) Unfinanced Capital Expenditures made by any Rio2 Group Member during such period;

(b) non-cash revenue in relation to the amortization of the Uncredited Deposit Balance; and

and adjusted to account for the increase or decrease in working capital over such period.

"AMC" means Ariana Management Corporation S.A.C., a closed corporation existing pursuant to the laws of Peru.

"Applicable Margin" means, at any time during the Grace Period, 5% per annum, and at any time thereafter, 4% per annum.