Santacruz Silver Mining Ltd. — Capital/Financing Update 2024

Feb 22, 2024

FILED ON SEDAR+

FIRST AMENDING AGREEMENT TO TERM FACILITY AGREEMENT

THIS FIRST AMENDING AGREEMENT (this “ Agreement ”) is entered into as of May 10, 2023 among:

SINCHI WAYRA S.A. , a company organized under the laws of Bolivia (the “ Bolivian Borrower ”),

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SANTACRUZ SILVER MINING LTD. , a company organized under the laws of British Columbia (the “ Parent ” and together with the Bolivian Borrower, collectively, the “ Borrowers ”),

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THE OTHER RESTRICTED SUBSIDIARIES PARTY HERETO ,

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GLENCORE INTERNATIONAL AG , a company organized under the laws of Switzerland (the “ Lender ”).

WHEREAS:

• A. the Borrowers, the other Restricted Parties and the Lender entered into a term facility agreement made as of March 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Facility Agreement ”), pursuant to which the Lender has established the Credit Facility in favour of the Borrowers.

• B. the parties hereto wish to amend the Facility Agreement on the terms and conditions contained herein.

NOW THEREFORE , in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1 Interpretation

• (a) Defined Terms . In this Agreement (including the preambles and the recitals) unless otherwise defined or the context otherwise requires, all capitalized terms shall have the respective meanings specified in the Facility Agreement (including as amended by this Agreement).

• (b) Headings; Extended Meanings . The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

• (c) References . All references to Articles, Sections and Schedules, unless otherwise specified, are to Articles, Sections and Schedules of the Facility Agreement.

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• (d) To be Read with Facility Agreement . This Agreement is an amendment to the Facility Agreement. Unless the context of this Agreement otherwise requires, the Facility Agreement and this Agreement shall be read together and shall have effect as if the provisions of the Facility Agreement and this Agreement were contained in one agreement as of the date hereof. The term “Agreement” when used in the Facility Agreement means the Facility Agreement as amended, supplemented or modified from time to time (including as amended by this Agreement).

Section 2 Amendments to the Facility Agreement

Subject to the terms and conditions of this Agreement, the Facility Agreement is hereby amended as follows:

• (a) The following definitions contained in Section 1.01 of the Facility Agreement are hereby deleted in their entirety:

• (i) Applicable Percentage of Revenue;

• (ii) Applicable Silver Percentage of Revenue;

• (iii) Applicable Zinc Percentage of Revenue;

• (iv) Average Silver Cash Settlement Price;

• (v) Average Zinc Cash Settlement Price;

• (vi) Cash Settlement Price;

• (vii) Excess Cash;

• (viii) Excess Cash Prepayment;

• (ix) Excess Cash Prepayment Date;

• (x) Excess Revenue Prepayment;

• (xi) Excess Revenue Prepayment Date;

• (xii) Excess Revenue Statement;

• (xiii) LME;

• (xiv) Revenue;

• (xv) Observation Date;

• (xvi) Silver Settlement Price; and

• (xvii) Zinc Settlement Price.

• (b) The following new definitions are hereby added to Section 1.01 of the Facility Agreement in the alphabetical order:

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“ 2023 Deferred Amortization Payment Amount ” means $22,500,000, as such amount may be reduced from time to time in accordance with Section 4.02, Section 5.04, Section 5.06 and Section 5.07.

“ Adjusted Term SOFR ” means, with respect to any tenor, the per annum rate equal to the sum of (a) Term SOFR plus (b) [REDACTED – REFERENCE TO COMMERCIALLY SENSITIVE INFORMATION] .

“ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.07(d).

“ Benchmark ” means, initially, Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.07(a).

“ Benchmark Replacement ” means, either of the following to the extent selected by Lender in its unilateral discretion,

(a) Daily Simple SOFR; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Lender and the Borrowers giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for United States Dollar-denominated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Lender and the Borrowers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market

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convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for United States Dollardenominated credit facilities.

“ Benchmark Replacement Date ” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative or not to comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided, that such non-representativeness or non-compliance will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“ Benchmark Transition Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such

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Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative or do not, or as a specified future date will not, comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“ Conforming Changes ” means with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “Interest Period,” the definition of “U.S. Government Securities Business Day”, the timing and frequency of determining rates and making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Lender decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“ Daily Simple SOFR ” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Lender in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Lender decides that any such convention is not administratively feasible for the Lender, then the Lender may establish another convention in its reasonable discretion.

“ First Amendment Date ” means May 10, 2023.

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“ Floor ” means a rate of interest equal to [REDACTED – REFERENCE TO COMMERCIALLY SENSITIVE INFORMATION] .

“ Interest Period ” means, with respect to the 2023 Deferred Amortization Payment Amount, the period of three months duration commencing on (a) the First Amendment Date or the last day of the immediately preceding Interest Period, as the case may be, and (b) ending on the last day of such period; provided that in any case the last day of each Interest Period will be also the first day of the next Interest Period and further provided that the last day of each Interest Period will be a Business Day. If the last day of an Interest Period (the “Actual Last Day”) is not a Business Day, the last day of such Interest Period for purposes of this Agreement will be deemed to be the Business Day next following the Actual Last Day unless such next following Business Day falls in the next calendar month in which event the last day of such Interest Period will be deemed to be the Business Day next preceding the Actual Last Day, and further provided that the last Interest Period hereunder must expire on or prior to the Maturity Date.

“ Relevant Governmental Body ” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“ Term SOFR Administrator ” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Lender in its reasonable discretion).

“ Term SOFR Reference Rate ” means the forward-looking term rate based on SOFR.

“ U.S. Government Securities Business Day ” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“ Unadjusted Benchmark Replacement ” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

• (c) The definition of “Monthly Management Report” contained in Section 1.01 of the Facility Agreement is hereby deleted in its entirety and replaced with the following new definition of “Quarterly Management Report” in the alphabetical order:

“ Quarterly Management Reports ” means the quarterly management reports of the Restricted Parties, which report shall consist of (a) detailed quarterly historical and forecasted information and management commentary on (i) production (including tonnes, grades, recoveries), sales, operating costs (including, mining, processing, and general and administrative expenses), Capital Expenditures (including expansionary and sustaining), income statement, revenue, cash flow statement and balance sheet, in each case, prepared in accordance with GAAP; and (ii) the compliance or non-compliance with all applicable laws and all pertinent matters relating to health, safety, environment, communities and permits, and (b)

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copies of any Material Contract entered into by the Restricted Parties since the report delivered in the prior Fiscal Quarter (or in the case of the initial report, the Closing Date), together with an updated Schedule 6.01(2)(f) setting forth all Material Contracts and all Material Licences as of the date of such report.

• (d) The definition of “Permitted Distributions” contained in Section 1.01 of the Facility Agreement is hereby amended by (i) re-numbering clauses (d) and (f) to (f) and (g), respectively, and (ii) adding the following new clause (d):

(d) any payment made by the Restricted Subsidiaries to the Parent in respect of the bona fide insurance policies arranged by the Parent for the benefit of the Restricted Parties (which have been identified in advance and in writing to the Lender and which the Lender has consented to in writing acting reasonably); provided that the aggregate amount of such payments shall not exceed [REDACTED – REFERENCE TO COMMERCIALLY SENSITIVE INFORMATION] in any Fiscal Year, and (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such payment or shall result from the making of any such payment;

• (e) The definition of “Term SOFR” contained in Section 1.01 of the Facility Agreement is hereby deleted in its entirety and replaced with the following:

“ Term SOFR ” means the greater of (a) the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and (b) the Floor.

• (f) The last sentence in Section 1.04 of the Facility Agreement is hereby deleted in its entirety and replaced with the following:

“Interest will continue to accrue after maturity and default and/or judgment, if any, until payment thereof, and interest will accrue on overdue interest, if any.”

• (g) Section 1.14 of the Facility Agreement is hereby amended by deleting the text “Schedule 5.03 – Example for Determining Applicable Percentage of Revenue” from such section.

• (h) Article 2 of the Facility Agreement is hereby amended by adding the following new Section 2.06 and Section 2.07 immediately below Section 2.05:

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“2.06 Interest on the 2023 Deferred Amortization Payment Amount

The Borrowers will pay interest on the 2023 Deferred Amortization Payment Amount during each Interest Period in United States Dollars at a rate per annum equal to [REDACTED – REFERENCE TO COMMERCIALLY SENSITIVE INFORMATION] . Each determination by the Lender of the Adjusted Term SOFR with respect to an Interest Period will, in the absence of manifest error, be binding on the Borrowers. Such interest will be payable in arrears on the last Business Day of each Fiscal Quarter for the period from and including March 18, 2022 to but excluding the Maturity Date, and will be calculated on the 2023 Deferred Amortization Payment Amount outstanding during such period and on the basis of the actual number of days elapsed divided by 360. For the avoidance of doubt, interest will be deemed to have accrued during the period from March 18, 2022 to the First Amendment Date and all interest accrued during such period will be payable on the last Business Day of the first Fiscal Quarter ending after the First Amendment Date.

2.07 Benchmark Replacement Setting

Notwithstanding anything to the contrary herein or in any other Loan Document:

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the thencurrent Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lender without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document.

(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c) Notices; Standards for Decisions and Determinations. The Lender will promptly notify the Borrowers of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark

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Replacement. The Lender will promptly notify the Borrowers of the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 2.07. Any determination, decision or election that may be made by the Lender pursuant to this Section 2.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion or (B) the administration of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.”

• (i) Section 4.03 of the Facility Agreement is hereby deleted in its entirety and replaced with the following:

“4.03 Place of Payment of Principal and Interest

All payments of principal, interest and other amounts to be made by the Borrowers to the Lender pursuant to this Agreement will be made in the currency in which a Loan is outstanding for value on the day such amount is due or, if such day is not a Business Day, on the Business Day next following with interest, by deposit or transfer thereof to the account designated from time to time in writing by the Lender at the Lending Office.”

• (j) Article 4 of the Facility Agreement is hereby amended by adding the following new Section 4.04 and Section 4.05 immediately below Section 4.03:

“4.04 Maximum Rate of Interest

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Notwithstanding anything contained in this Agreement to the contrary, the Borrowers will not be obliged to make any payment of interest or other amounts payable to the Lender hereunder in excess of the amount or rate that would be permitted by Applicable Law or would result in the receipt by the Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)). If the making of any payment by the Borrowers would result in a payment being made that is in excess of such amount or rate, the Lender will determine the payment or payments that are to be reduced or refunded, as the case may be, so that such result does not occur.

4.05 Matters relating to Benchmarks

The Lender does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Benchmark, any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Lender and its Affiliates or other related entities may engage in transactions that affect the calculation of the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Lender may select information sources or services in its reasonable discretion to ascertain the Benchmark or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower or any other Person or entity 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.”

• (k) Section 5.01 of the Facility Agreement is hereby deleted in its entirety and replaced with the following:

“5.01 Mandatory Scheduled Repayments of Principal at Maturity Date

(1) Subject to the terms hereof, the Borrowers shall make annual amortization Repayments in respect of Loans outstanding under the Credit Facility, each such Repayment to be in the amount and due and payable on the date set out in the following table:

	Amortization Payment Due Date		Amount of Repayment
	March 18, 2024		$22,500,000
	March 18, 2025		$22,500,000

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	The Maturity Date	$45,000,000 (which includes the 2023 Deferred Amortization Payment Amount)

(2) Notwithstanding Section 5.01(1), the Borrowers will repay in full all Obligations in connection with the Credit Facility, including the outstanding Principal Amount together with all accrued interest (if any), fees, and other amounts then unpaid by it with respect to such Loans in full on the earlier to occur of (a) the Maturity Date, and (b) the date of the acceleration of the Obligations pursuant to Section 9.02, and the Credit Facility will be automatically terminated on the Maturity Date.

(3) For greater certainty, except for (a) any interest payable by the Borrowers to the Lender on the 2023 Deferred Amortization Payment Amount pursuant to Section 2.06, and (b) any Default Interest which may become payable by the Borrowers to the Lender pursuant to Section 9.03, no interest will be payable by the Borrowers pursuant to the Credit Facility.”

• (l) Section 5.02 of the Facility Agreement is hereby deleted in its entirety and replaced with the following:

“5.02 [Reserved] ”.

• (m) Section 5.03 of the Facility Agreement is hereby deleted in its entirety and replaced with the following:

“5.03 [Reserved] ”.

• (n) Heading of Section 5.04 of the Facility Agreement is hereby amended by deleting the text “Other” appearing in such heading.

• (o) Section 5.04(c) of the Facility Agreement is hereby deleted in its entirety and replaced with the following:

“(c) if any Restricted Party or any of their Affiliates receives proceeds (net of reasonable and documented transaction expenses actually incurred by such Restricted Party or such Affiliate) from the issuance of capital to any person (other than to the Parent or any other Restricted Party) by way of Equity Interests or by incurring Debt (other than any Permitted Debt), in either case, the Borrowers shall make a Repayment in an amount equal to 25% of such proceeds, provided that, at least 5 Business Days prior to any proposed issuance of Equity Interests or any incurrence of Debt (other than the Permitted Debt), the Parent shall provide to the Lender a reasonably detailed outline of the proposed use of the proceeds from such issuance of Equity Interests or incurrence of Debt. For greater certainty, the Lender acknowledges and agrees that the Parent shall not be required to make any Repayment under this Section 5.04(c) with respect to the proceeds received from the exercise by any person of the convertible securities of the Parent issued and outstanding as of the Closing Date. For greater certainty, the any issuance of Equity Interests or any incurrence of further Debt by a Restricted Party that is not permitted under this Agreement shall require the prior written consent of the Lender; and”.

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• (p) Section 5.05(2) of the Facility Agreement is hereby amended by deleting the text “Default Interest” wherever it appears in such section and replacing it with the text “interest”.

• (q) Section 5.08 of the Facility Agreement is hereby deleted in its entirety and replaced with the following:

“5.08 Application of Repayments and Prepayments

Any repayments or reductions of the Principal Amount outstanding at any time (a) as a result of adjustments to the Deferred Consideration in accordance with the Share Purchase Agreement, and (b) pursuant to Section 4.02, Section 5.02, Section 5.03, Section 5.04, Section 5.06 or Section 5.07 shall, in each case, be applied by the Lender against (x) first, the outstanding Obligations with respect to the 2023 Deferred Amortization Payment Amount, and (x) second, should all Obligations with respect to the 2023 Deferred Amortization Payment Amount be repaid, the other Obligations outstanding under the Credit Facility, as the Lender may determine in its sole discretion, in the inverse order of maturity.”

• (r) Section 6.01(1)(r) of the Facility Agreement is hereby amended by deleting the text “Monthly Management Reports,” appearing in such section and replacing it with the text “Quarterly Management Reports”.

• (s) Section 6.03 of the Facility Agreement is hereby amended by deleting the text “Monthly Management Report” appearing in such section and replacing it with the text “Quarterly Management Report”.

• (t) Section 7.02(1) of the Facility Agreement is hereby deleted in its entirety and replaced with the following:

“(1) Quarterly Reports. As soon as available and in any event within 30 days of the end of each Fiscal Quarter the Quarterly Management Report for such Fiscal Quarter.”

• (u) Section 7.02(6) of the Facility Agreement is hereby amended by deleting the text “(a) the Monthly Management Report referred to in Section 7.02(1), and (b)” appearing in such section.

• (v) Article 12 of the Facility Agreement is hereby deleted in its entirety and replaced with the following:

“ ARTICLE 12 – [RESERVED] ”.

• (w) Section 14.01(1) of the Facility Agreement is hereby deleted in its entirety and replaced with the following:

“(1) The Lender will be responsible for paying all reasonable out of pocket expenses incurred by it, including the reasonable fees, charges and disbursements of Lender’s Counsel, in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents on and as of the First Amendment Date, including, for clarity, all costs and expenses incurred by the

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Lender relating to this Agreement or the other Loan Documents for the period between the Closing Date and the First Amendment Date.”

• (x) Schedule 5.03 of the Facility Agreement is hereby deleted in its entirety.

Section 3 Representations and Warranties

In order to induce the Lender to enter into this Agreement, each Restricted Party represents and warrants to the Lender as follows, which representations and warranties shall survive the execution and delivery hereof:

• (a) subject to Section 6.02 of the Facility Agreement, all of the representations and warranties set forth in Section 6.01 of the Facility Agreement are true and correct in all material respects as though made on and as of the date hereof, except in each case, to the extent that such representations and warranties relate specifically to an earlier date and to the extent that any such representations and warranties that are already qualified by materiality shall be true and correct in all material respects;

• (b) such Restricted Party has the corporate power and authority to enter into and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement by such Restricted Party has been duly authorized by all necessary action, corporate or otherwise; such Restricted Party has duly executed and delivered this Agreement; this Agreement constitutes a legal, valid and binding obligation of such Restricted Party, enforceable against such Restricted Party in accordance with its terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity); and the execution and delivery of this Agreement by such Restricted Party and the performance of its obligations hereunder will not cause a breach of any of the Organizational Documents of such Restricted Party;

• (c) the Facility Agreement, as amended hereby, constitutes a legal, valid and binding obligation of such Restricted Party, enforceable against such Restricted Party in accordance with its terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity); and

• (d) no Default or Event of Default has occurred and is continuing or would result from the entering into by any Restricted Party of this Agreement.

Section 4 Conditions Precedent

This Agreement (including amendments contained in Section 2) shall not be effective until satisfaction of the following conditions precedent, each to the satisfaction of the Lender:

• (a) this Agreement shall have been duly executed and delivered by each of the Restricted Parties and the Lender;

• (b) the Lender shall have received duly executed copies of the following agreements:

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[REDACTED – REFERENCE TO COMMERCIALLY SENSITIVE INFORMATION]

• (c) the Borrowers shall have paid, or arrangements satisfactory to the Lender shall have been made to ensure that the Borrowers will pay, all fees and expenses payable to the Lender that are due and payable on the date hereof (and for greater certainty, excluding any expenses referred to in the amendments contemplated in Section 2(w) of this Agreement); and

• (d) the Lender shall have received such additional information, undertakings and documents as they may reasonably require to complete the transactions contemplated hereby in accordance with the terms and conditions contained herein,

provided that, all documents delivered pursuant to this Section 4 will be in full force and effect, and in form and substance satisfactory to the Lender, acting reasonably.

Section 5 No Other Amendments, Waivers or Consents

Each Restricted Party acknowledges and agrees that, except as expressly provided herein, this Agreement shall not constitute an amendment, waiver, consent or release with respect to any provision of the Loan Documents, a waiver of any breach of representation and warranty, breach of covenant, or any Default or Event of Default thereunder, or a waiver or release of the Lender’s rights or remedies, all of which are expressly reserved, and no delay on the part of the Lender in exercising any such rights or remedies, shall be construed as a waiver of any such rights or remedies.

Section 6 Loan Document

This Agreement shall constitute a Loan Document for purposes of the Facility Agreement.

Section 7 Amendments; Waivers

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise.

Section 8 Continuance of Loan Documents and Security

Each Restricted Party hereby acknowledges, agrees, confirms and reaffirms that notwithstanding the entering into of this Agreement and the transaction contemplated hereby and thereby:

• (a) the Facility Agreement, as changed, altered, amended or modified by this Agreement, and each of the other Loan Documents, shall be and continue in full force and effect and is hereby confirmed and the rights and obligations of all parties

• 15 -

thereunder shall not be affected or prejudiced in any manner except as specifically provided for herein;

• (b) all guarantees granted by such Restricted Party in favour of the Lender shall (i) continue in full force and effect and has not been terminated, discharged or released, (ii) guarantees the Obligations of the other Restricted Parties, whether incurred prior or subsequent to the entering into of this Agreement, (iii) constitutes a legal, valid and binding obligation of such Restricted Party, enforceable against such Restricted Party in accordance with its terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity), and (iv) is hereby ratified and confirmed; and

• (c) (i) all Security granted by such Restricted Party continues in full force and effect, enforceable against such Restricted Party in accordance with its terms, and secures payment and performance by such Restricted Party of the Obligations, (ii) the Security to which it is a party constitutes a legal, valid and binding obligation of such Restricted Party enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditor’s rights generally and the fact that the courts may deny the granting or enforcement of equitable remedies, and (iii) the Security to which it is a party is hereby ratified and confirmed.

Section 9 Governing Law

This Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Section 10 Counterparts; Electronic Execution

This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, e-mail or other electronic means is as effective as a manually executed counterpart of this Agreement. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby 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.

Section 11 Severability

If any term or provision of this Agreement or the application thereof to any party or circumstance shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected term or provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

BORROWERS: SINCHI WAYRA S.A.

By: “Arturo Prestamo Elizondo” Name: Arturo Prestamo Elizondo Title: Authorized Signatory By: “Eduardo Torrecillas” Name: Eduardo Torrecillas Title: Authorized Signatory SANTACRUZ SILVER MINING LTD.

By: “Arturo Prestamo Elizondo” Name: Arturo Prestamo Elizondo Title: Executive Chairman By: “Carlos Alberto Silva Ramos” Name: Carlos Alberto Silva Ramos Title: Chief Executive Officer

[Signature Page to First Amendment Agreement to Term Facility Agreement]

GUARANTORS:

KEMPSEY S.A.

By: “Arturo Prestamo Elizondo” Name: Arturo Prestamo Elizondo Title: Authorized Signatory By: “Carlos Alberto Silva Ramos” Name: Carlos Alberto Silva Ramos Title: Authorized Signatory

LEWRON METALS LTD.

By: “Arturo Prestamo Elizondo” Name: Arturo Prestamo Elizondo Title: Authorized Signatory By: “Carlos Alberto Silva Ramos” Name: Carlos Alberto Silva Ramos Title: Authorized Signatory

IRIS MINES AND METALS S.A.

By: “Arturo Prestamo Elizondo” Name: Arturo Prestamo Elizondo Title: Authorized Signatory By: Name: Title:

SHATTUCK TRADING CO. INC.

By: “Arturo Prestamo Elizondo” Name: Arturo Prestamo Elizondo Title: Authorized Signatory By: Name: Title:

[Signature Page to First Amendment Agreement to Term Facility Agreement]

GUARANTORS:

LAIKRA LIMITED

==> picture [212 x 148] intentionally omitted <==

----- Start of picture text -----

|||||
|---|---|---|---|
|By:|“Arturo Prestamo Elizondo”|
|Name:|Arturo Prestamo Elizondo|
|Title:|Authorized Signatory|
|By:|“Carlos Alberto Silva Ramos”|
|Name:|Carlos|Alberto|Silva|
|Ramos|
|Title:|Authorized Signatory|
|APAMERA LIMITED|

----- End of picture text -----

By: “Arturo Prestamo Elizondo” Name: Arturo Prestamo Elizondo Title: Authorized Signatory By: “Carlos Alberto Silva Ramos” Name: Carlos Alberto Silva Ramos Title: Authorized Signatory SOCIEDAD MINERA ILLAPA S.A.

By: “Arturo Prestamo Elizondo” Name: Arturo Prestamo Elizondo Title: Authorized Signatory By: “Eduardo Torrecillas” Name: Eduardo Torrecillas Title: Authorized Signatory COMPANIA MINERA CONCEPCION S.A. By: “Arturo Prestamo Elizondo” Name: Arturo Prestamo Elizondo Title: Authorized Signatory By: “Eduardo Torrecillas” Name: Eduardo Torrecillas Title: Authorized Signatory

[Signature Page to First Amendment Agreement to Term Facility Agreement]

GUARANTORS:

EMPRESA MINERA SAN LUCAS S.A.

By: “Arturo Prestamo Elizondo” Name: Arturo Prestamo Elizondo Title: Authorized Signatory By: “Eduardo Torrecillas” Name: Eduardo Torrecillas Title: Authorized Signatory SOCIEDAD MINERO METALURGICO RESERVA LTDA.

By: “Arturo Prestamo Elizondo” Name: Arturo Prestamo Elizondo Title: Authorized Signatory By: “Eduardo Torrecillas” Name: Eduardo Torrecillas Title: Authorized Signatory

[Signature Page to First Amendment Agreement to Term Facility Agreement]

LENDER:

GLENCORE INTERNATIONAL AG

By: By:	“Martin Häring”
	Name: Martin Häring Title: Officer “Markus Walt”
	Name: Markus Walt Title: Officer

[Signature Page to First Amendment Agreement to Term Facility Agreement]