Sable Resources — Capital/Financing Update 2020

Oct 23, 2020

REDACTED VERSION

THIS AMENDING AGREEMENT N[o] 1 made as of October 13, 2020

BETWEEN:

OSISKO GOLD ROYALTIES LTD , a corporation incorporated under the laws of Québec, having its head office at 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, Canada H3B 2S2

(the “ Holder

AND:

SABLE RESOURCES LTD. , a corporation incorporated under the laws of British Columbia, having its head office at 999 West Hastings Street, Suite 900, Vancouver, British Columbia, Canada V6C 2W2

(“ Sable ”)

AND:

EXPLORACIONES SABLE, S. DE R.L. DE C.V. , a corporation incorporated under the laws of the United Mexican States, having its head office at Fray Anton de Montesino #330, Col. Quintas del Marques, Querétaro, Querétaro, México, C.P. 76047

(the “ Owner ”)

(collectively, the “ Parties ” and each of them, a “ Party ”)

RECITALS:

• A. The Parties entered into a royalty agreement dated September 27, 2019 (the “ Royalty Agreement ”) in accordance with the terms of a royalty purchase agreement dated September 26, 2019, as amended and restated on October 13, 2020 (the “ Royalty Purchase Agreement ”);

• B. On September 17, 2020, Osisko transmitted to Sable a notice confirming its exercise of the Royalty Option (as defined under the Royalty Purchase Agreement); and

• C. On October 13, 2020 Osisko paid the Optional Royalty Consideration (as defined in the Royalty Purchase Agreement).

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NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1. AMENDMENTS

• (a) The definition of “Applicable Royalty Percentage” in Section 1.1 of the Royalty Agreement is hereby amended to read as follows:

“Applicable Royalty Percentage” means 2% and the definition of “Connected Agreements” is hereby amended by deleting the words “and potentially, with the applicable Optional Royalty Agreement”.

• (b) The terms “ if applicable and if advanced, ” included in the definition of “Early Termination Amount” in Section 1.1 of the Royalty Purchase Agreement, are hereby deleted.

• (c) The definition of “Optional Royalty Agreement” in Section 1.1 of the Royalty Agreement is hereby deleted.

• (d) The definition of “Royalty Purchase Agreement” in Section 1.1 of the Royalty Agreement is hereby amended to read as follows:

“Royalty Purchase Agreement” means the royalty purchase agreement dated September 26, 2019, as amended and restated on October 13, 2020, entered into between the Parties and others.”

• (e) Section 4.9 of the Royalty Agreement is hereby amended by deleting the reference to Section 2.6 of the Royalty Purchase Agreement.

• (f) Section 13.1 of the Royalty Agreement is hereby amended to add “pandemic”, after the words “but not limited to”.

• (g) Section 14.1(e) or the Royalty Agreement is hereby amended to delete the words “and not the Royalty Purchase Agreement”.

2. EFFECT OF THIS AMENDING AGREEMENT

The Parties hereto agree that the Royalty Agreement, as amended by this Amending Agreement, is binding upon the parties hereto in accordance with its terms and, except as provided in Section 1 of this Amending Agreement, remains unamended and in full force and effect.

3. GOVERNING LAW

This Amending Agreement will be governed by and interpreted in accordance with the laws of Ontario and the laws of Canada generally applicable therein. Each Party irrevocably submits to the jurisdiction of the courts in Toronto, Ontario, Canada with respect to any matter arising under or related to this Agreement.

4. COUNTERPARTS

This Amending Agreement may be executed in any number of counterparts and all such counterparts, taken together, will be deemed to constitute one and the same instrument.

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In addition, execution of this Agreement by either of the Parties may be evidenced by way of email transmission of such Party’s signature (which signature may be by separate counterpart) or a photocopy of such email transmission, and such emailed signature, or photocopy of such emailed signature, shall be deemed to constitute the original signature of such Party to this Amending Agreement.

IN WITNESS WHEREOF this Amending Agreement has been executed as of the date first above given.

OSISKO GOLD ROYALTIES LTD

By: “André Le Bel”

Name: André Le Bel Title: Vice President, Legal Affairs and Corporate Secretary

By: “Ian Farmer” Name: Ian Farmer Title: Vice President, Corporate Development

SABLE RESOURCES LTD.

By: “Ruben Agustin Padilla Garza” Name: Ruben Agustin Padilla Garza Title: President and Chief Executive Officer

EXPLORACIONES SABLE, S. DE R.L. DE C.V.

By: “Ruben Agustin Padilla Garza” Name: Ruben Agustin Padilla Garza Title: Director