Santacruz Silver Mining Ltd.

Execution Version

OMNIBUS AGREEMENT

among

SANTACRUZ SILVER MINING LTD., SINCHI WAYRA S.A., EMPRESA MINERA SAN LUCAS S.A., KEMPSEY S.A., LEWRON METALS LTD, IRIS MINES AND METALS S.A., SHATTUCK TRADING CO. INC., LAIKRA LIMITED, APAMERA LIMITED, SOCIEDAD MINERA ILLAPA S.A., COMPAÑÍA MINERA CONCEPCIÓN S.A., COMPLEJO METALÚRGICO VINTO S.A., COMPAÑÍA MINERA COLQUIRI S.A. and SOCIEDAD MINERO METALURGICO RESERVA LTDA.

and

GLENCORE FINANCE (BERMUDA) LTD. and GLENCORE INTERNATIONAL AG

DATED AS OF OCTOBER 3, 2024

Page

		Page
ARTICLE	1	INTERPRETATION .................................................................................................. 2
1.01		Definitions ............................................................................................................ 2
1.02		Headings ............................................................................................................. 8
1.03		Extended Meanings ............................................................................................. 8
1.04		Two or More Persons ........................................................................................... 8
1.05		Statutory and Other References ........................................................................... 9
1.06		Date for Any Action and Periods .......................................................................... 9
1.07		Currency .............................................................................................................. 9
1.08		Rules of Construction ........................................................................................... 9
1.09		Control ................................................................................................................. 9
1.10		Schedules .......................................................................................................... 10
ARTICLE	2	EVENTS OCCURING ON OR PRIOR TO THE EFFECTIVE DATE ....................... 10
ARTICLE	3	SANTACRUZ PAYMENT AND OTHER OBLIGATIONS ........................................ 11
ARTICLE	4	BASE PURCHASE PRICE ..................................................................................... 11
4.01		Instalment of Base Purchase Price Payable ....................................................... 11
4.02		Voluntary Prepayment ....................................................................................... 12
4.03		Acceleration Option ............................................................................................ 12
4.04		Independence of Rights and Obligations under Article 5 .................................... 13
ARTICLE	5	CONTINGENT VALUE RIGHT AND BONUS PAYMENTS..................................... 13
5.01		CVR Payments .................................................................................................. 13
5.02		Escalators .......................................................................................................... 14
5.03		Payment Mechanics ........................................................................................... 15
5.04		Hedging Option .................................................................................................. 15
ARTICLE	6	PAYMENT MECHANICS ....................................................................................... 16
ARTICLE	7	REPRESENTATIONS AND WARRANTIES ........................................................... 17
ARTICLE	8	DEFAULT ............................................................................................................... 17
8.01		Events of Default................................................................................................ 17
8.02		Acceleration and Enforcement ........................................................................... 20
8.03		Remedies Cumulative ........................................................................................ 20
8.04		Perform Obligations ........................................................................................... 21
8.05		Third Parties ...................................................................................................... 21
8.06		Application of Payments ..................................................................................... 21
8.07		Article 1340 of the Bolivian Civil Code ................................................................ 21

ARTICLE	9 TERMINATIONS AND RELEASES ........................................................................ 22
9.01	Terminated Transaction Documents .................................................................. 22
9.02	Release of Existing Obligations and Royalty Security ........................................ 22
9.03	Releases and Waivers ....................................................................................... 23
9.04	Third Party Beneficiaries .................................................................................... 24
9.05	Effect of Releases and Waivers ......................................................................... 24
9.06	Termination ........................................................................................................ 25
ARTICLE	10 GUARANTEE ....................................................................................................... 25
10.01	Guarantees and Indemnity ................................................................................. 25
10.02	Obligations Absolute .......................................................................................... 25
10.03	Parent Limited Recourse Principle ..................................................................... 26
10.04	No Release ........................................................................................................ 26
10.05	No Exhaustion of Remedies ............................................................................... 27
10.06	_Prima facie_Evidence ......................................................................................... 27
10.07	No Set Off by Guarantors ................................................................................... 27
10.08	Continuing Guarantee ........................................................................................ 27
10.09	Waivers by Guarantors ...................................................................................... 27
10.10	Demand ............................................................................................................. 28
10.11	Assignment and Postponement ......................................................................... 28
10.12	Subrogation ....................................................................................................... 28
10.13	Stay of Acceleration ........................................................................................... 28
ARTICLE	11 AMENDMENT TO THE SHARE PURCHASE AGREEMENT ............................... 29
ARTICLE	12 CONFIDENTIALITY ............................................................................................. 29
12.01	Confidentiality .................................................................................................... 29
12.02	Public Announcements ...................................................................................... 30
ARTICLE	13 MISCELLANEOUS ............................................................................................... 30
13.01	Benefit of the Agreement ................................................................................... 30
13.02	Entire Agreement ............................................................................................... 30
13.03	Amendments and Waivers ................................................................................. 30
13.04	Assignment ........................................................................................................ 31
13.05	Notices ............................................................................................................... 31
13.06	Equitable Remedies ........................................................................................... 32
13.07	Severability ........................................................................................................ 32
13.08	Non-Recourse .................................................................................................... 32
13.09	Further Assurances ............................................................................................ 32
13.10	Time of the Essence .......................................................................................... 32
13.11	Governing Law ................................................................................................... 33
13.12	Arbitration .......................................................................................................... 33
13.13	Appointment of Agent for Service ....................................................................... 34
13.14	Counterparts ...................................................................................................... 34
13.15	Electronic Execution .......................................................................................... 34

SCHEDULE A FORM OF AMENDED AND RESTATED OMNIBUS SECURITY AGREEMENT . 1

iii

SCHEDULE B REPRESENTATIONS AND WARRANTIES ........................................................ 1 SCHEDULE C TERM SHEET ..................................................................................................... 1 SCHEDULE D ILLUSTRATIVE EXAMPLES OF BASE CVR PAYMENT, FIRST CVR ESCALATOR AND SECOND CVR ESCALATOR ....................................................................... 1

OMNIBUS AGREEMENT

THIS OMNIBUS AGREEMENT (this “ Agreement ”) is effective as of October 3, 2024 (the “ Effective Date ”) among:

SANTACRUZ SILVER MINING LTD. , a company organized under the laws of British Columbia (“ Santacruz ”);

SINCHI WAYRA S.A. , a company organized under the laws of Bolivia (“ Sinchi Wayra ”);

EMPRESA MINERA SAN LUCAS S.A. , a company organized under the laws of Bolivia (“ San Lucas ”);

KEMPSEY S.A. , a company organized under the laws of Panama (“ Kempsey ”);

LEWRON METALS LTD. , a company organized under the laws of Bermuda (“ Lewron ”);

IRIS MINES AND METALS S.A. , a company organized under the laws of Panama (“ IMM ”);

SHATTUCK TRADING CO. INC. , a company organized under the laws of Panama (“ Shattuck Trading ”);

LAIKRA LIMITED , a company organized under the laws of Bermuda (“ Laikra ”);

APAMERA LIMITED , a company organized under the laws of Bermuda (“ Apamera ”);

SOCIEDAD MINERA ILLAPA S.A. , a company organized under the laws of Bolivia (“ Illapa ”);

COMPAÑÍA MINERA CONCEPCIÓN S.A. , a company organized under the laws of Bolivia (“ Concepción ”);

COMPLEJO METALÚRGICO VINTO S.A. , a company organized under the laws of Bolivia (“ Vinto ”);

COMPAÑÍA MINERA COLQUIRI S.A. , a company organized under the laws of Bolivia (“ Colquiri ”);

SOCIEDAD MINERO METALURGICO RESERVA LTDA. , a company organized under the laws of Bolivia (“ SMMR ” and together with Santacruz, Sinchi Wayra, San Lucas, Kempsey, Lewron, IMM, Shattuck Trading, Laikra, Apamera, Illapa, Concepción, Vinto and Colquiri, the “ Santacruz Parties ”);

GLENCORE FINANCE (BERMUDA) LTD. , a company organized under the laws of Bermuda (“ Glencore Finance ”); and

GLENCORE INTERNATIONAL AG , a company organized under the laws of Switzerland (“ GIAG ”, and together with Glencore Finance, the “ Glencore Parties ”).

WHEREAS :

A. Santacruz, as the Purchaser, and the Glencore Parties, as the Sellers, entered into a share purchase agreement dated October 11, 2021, as amended by a letter agreement dated March 18, 2022 (together, the “ Original SPA ”), pursuant to which, among other things, Santacruz acquired the ownership, directly or indirectly, of each of the other Santacruz Parties;

B. The Santacruz Parties and the Glencore Parties entered into a framework agreement dated May 10, 2023 (the “ Framework Agreement ”), pursuant to which, among other things, the parties amended the Original SPA on May 10, 2023 (the Original SPA, as amended, the “ Share Purchase Agreement ”);

C. In connection with the Share Purchase Agreement, the parties to this Agreement (the “ Parties ” and each a “ Party ”) each entered into one or more Transaction Documents;

D. On March 28, 2024, Santacruz and the Glencore Parties entered into the binding term sheet attached as Schedule C (the “ Term Sheet ”);

E. The TSXV’s conditional approval of the terms and conditions set forth in the Term Sheet was obtained on April 25, 2024;

F. The Term Sheet contemplated that it would be replaced and superseded by a definitive transaction document or documents; and

G. The Parties now wish to enter into this Agreement to replace and supersede the Term Sheet.

NOW THEREFORE , in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.01 Definitions

All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto (a) in the Framework Agreement (including by reference therein to the Original SPA), and (b) if not defined in the Framework Agreement, in the Term Facility Agreement. In this Agreement, the following terms shall have the following meanings:

“ 24 Month Production Forecast ” has the meaning given to such term in Section 5.04(2);

“ Accelerated Amount ” has the meaning given to such term in Section 4.03(1);

“ Acceleration Option ” has the meaning given to such term in Section 4.03(1);

“ Acceleration Option Date ” has the meaning given to such term in Section 4.03(1);

“ Amended and Restated Omnibus Security Agreement ” means the amended and restated securities pledge agreement dated as of the date hereof granted by the Santacruz Parties in favour of GIAG, substantially in the form attached hereto as Schedule A;

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“ Base CVR Cap ” has the meaning given to such term in Section 5.01;
“ Base CVR Payment ” has the meaning given to such term in Section 5.01;
“ Base Purchase Price ” means an amount equal to $80,000,000;
“ Bonus Payment ” has the meaning given to such term in Section 5.02(3);
“ Change of Control ” means the occurrence of any of the following:
(a) with respect to Santacruz, the occurrence of any of the following:
- (i) the acquisition by any person or group of persons who are associates (as such term is defined in the Securities Act), or who act together, jointly or in concert for such purpose, of (x) common shares or other voting securities in the capital of Santacruz to which are attached more than 50% of the votes that may be cast to elect the directors, or (y) the ability, through operation of law or otherwise, to elect or cause the election or appointments of a majority of the directors. Where control is exercised de-facto by contract or representation on the board of directors of Santacruz, any change in the foregoing relationship where a reasonable person would deem control to have been acquired as a result of such change, will constitute a Change of Control; or
- (ii) the first day on which a majority of the members of the board of directors of Santacruz are not Continuing Directors; or
(b) Santacruz ceases to directly or indirectly to Control any Santacruz Party (other than Santacruz); or
(c) Santacruz ceases to own, directly or indirectly, 100% of the Equity Interests of any Santacruz Party (other than Santacruz).

“ Claims ” means any claims, actions, causes of action, potential causes of action, lawsuits, legal proceedings, set-off, disputes, differences, rights, accounts, contractual entitlements, interests, costs (whether or not the subject of a court order) and demands, whether known or unknown as at the date of this Agreement, whether made on or before or after the date of this Agreement, and whether the basis subsisted on or before the date of this Agreement or arose after the date of this Agreement;

“ Collateral ” means all of equity interests in the capital of each of the Santacruz Parties (other than Santacruz) described in, and subject to the Encumbrances, priorities and security interests purported to be created by, any Security;

“ Colquiri and Vinto Reimbursement Agreement ” means the reimbursement agreement dated as of March 18, 2022 between Glencore Finance, GIAG and Santacruz;

“ Comibol Advances and Accounts Receivables Agreement ” means the Comibol advances and accounts receivables agreement dated as of March 18, 2022 between Glencore Finance, GIAG and Santacruz;

“ Comibol Receivable Tax Reimbursement Agreement ” means the Comibol Receivable tax reimbursement agreement dated as of March 18, 2022 between Glencore Finance, GIAG and Santacruz;

“ Confidential Information ” consists of the existence and content of the Terminated Transaction Documents, this Agreement, the Amended and Restated Omnibus Security Agreement and all other Omnibus Agreement Documents, and all other non-public information (including information that is proven to have been derived from such information) provided from one Party or its Affiliates to another Party or its Affiliates, or otherwise obtained by a Party or its Affiliates, in the course of the negotiation of, or the performance of a Party’s obligations under, this Agreement;

“ Continuing Directors ” means, as of any date of determination, any member of the board of directors of a person who: (a) was a member of the board of directors of such person as of the date of this Agreement; or (b) was nominated for election or elected to the board of directors of such person with the approval of a majority of the Continuing Directors who were members of the board of directors at the time of such nomination or election.

“ Continuing Obligations ” means all obligations of the Santacruz Parties, or any of them, on the one hand, to the Glencore Parties and their Affiliates, or any of them, on the other hand, under or in connection with this Agreement and the other Omnibus Agreement Documents, including all debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Santacruz Parties, or any of them, on the one hand, to the Glencore Parties and their Affiliates, or any of them, on the other hand, in any currency or remaining unpaid by the Santacruz Parties, or any of them, on the one hand, to the Glencore Parties and their Affiliates, or any of them, on the other hand, under or in connection with this Agreement and the other Omnibus Agreement Documents, whether arising from dealings between the Glencore Parties and their Affiliates, or any of them, on the one hand, and any of the Santacruz Parties, on the other hand, or from any other dealings or proceedings by which the Glencore Parties and their Affiliates, or any of them, may be or become in any manner whatever a creditor of a Santacruz Party pursuant to this Agreement or any other Omnibus Agreement Document, and wherever incurred, and whether incurred by a Santacruz Party alone or with another or others and whether as principal or surety, and all interest and, to the extent agreed to hereunder, expenses of enforcement relating thereto; provided for the avoidance of doubt that “Continuing Obligations” shall not include any obligations of the Santacruz Parties that are expressly released by this Agreement;

“ CVR Cap ” has the meaning given to such term in Section 5.01(3);

“ CVR Payment ” means the Base CVR Payment contemplated by Section 5.01, together with any First Escalator Payment, plus any portion of any Second Escalator Payment that is not a Bonus Payment;

“ CVR Term ” has the meaning given to such term in Section 5.01(1);

“ Disclosure Protocol ” means the disclosure protocol dated as of March 18, 2022 between Santacruz, Glencore Finance and GIAG;

“ Effective Time ” means 9:00 am (Toronto) on the Effective Date;

“ Existing Obligations ” means all present and future (i) obligations to pay indebtedness, (ii) other payment obligations and (iii) liabilities for amounts owing or payable, in each case owing or

payable by the Santacruz Parties (or any of them) to the Glencore Parties (or any of them) under the Working Capital Facility Agreement and the Terminated Transaction Documents; provided for the avoidance of doubt that, the Existing Obligations shall not include any liabilities or obligations of any Santacruz Party to any Glencore Party under and in connection with the Specified Surviving Provisions;

“ First Escalator ” has the meaning given to such term in Section 5.02(1);

“ First Escalator Cap ” has the meaning given to such term in Section 5.02(1);

“ First Escalator Payment ” has the meaning given to such term in Section 5.02(1);

“ First SPA Letter Amendment ” means the letter amendment agreement dated March 18, 2022 between Santacruz and Glencore to amend the Original SPA;

“ Framework Agreement ” has the meaning given to such term in the recitals of this Agreement;

“ Glencore Breach ” has the meaning given to such term in Section 8.01(2);

“ Glencore Group Member ” means each of: (i) Glencore plc; (ii) each Subsidiary of Glencore plc; and (iii) each director, officer, employee, representative, executor, administrator, trustee, servant, agent, successor, or assign of Glencore plc or of any Subsidiary of Glencore plc;

“ Glencore Hedging Arrangement ” has the meaning given to such term in Section 5.04(4)(a);

“ Glencore Hedging Notice ” has the meaning given to such term in Section 5.04(1);

“ Guaranteed Obligations ” means, with respect to each Guarantor, the Continuing Obligations of each Santacruz Party (other than such Guarantor);

“ Guarantors ” means, collectively, the Santacruz Parties (other than (i) Colquiri and (ii) Vinto) and their respective successors and assigns permitted by this Agreement, and a “Guarantor” means any one of them;

“ Hedging Option ” has the meaning given to such term in Section 5.04(1);

“ Impermissible Qualification ” means, relative to (a) the financial statements or notes thereto of any person, or (b) the opinion or report of any independent auditors as to any financial statement or notes thereto, any qualification or exception to such financial statements, notes, opinion or report, as the case may be, which relates to any limited scope of examination of material matters relevant to such financial statement, if such limitation results from the refusal or failure of any Santacruz Party to grant access to necessary information therefor; provided for the avoidance of doubt that “Impermissible Qualification” shall not include any, note, opinion or statement relating to Santacruz’s ability to continue as a “going concern” or similar nature;

“ LME ” means the London Metal Exchange;

“ LME Base Price ” has the meaning given to such term in Section 5.01;

“ Losses ” means any losses incurred in respect of any Purchased Company Shares, or in respect of or within any Purchased Companies or any Purchased Company Subsidiaries, and any other damages, fines, penalties, liabilities, fees, costs, expenses, contingencies or other losses

whatsoever, in each case whether known or unknown as at the date of this Agreement, and whether incurred on or before or after the date of this Agreement;

“ Omnibus Agreement Documents ” means this Agreement, the Share Purchase Agreement, the Framework Agreement and all agreements and documents executed and delivered pursuant to the terms of those three agreements, and “Omnibus Agreement Document” refers to any one of them;

“ Ores and Concentrates Inventory Agreement ” means the ores and concentrates inventory agreement dated as of March 18, 2022 between Glencore Finance, GIAG, and Santacruz, as amended by amendment no. 1 to the ores and concentrates inventory agreement dated as of May 10, 2023;

“ Original SPA ” has the meaning given to such term in the recitals of this Agreement;

“ Party ” and “ Parties ” have the meanings given to such terms in the recitals of this Agreement;

“ Post-Termination Provisions ” means Article 1, Article 9, Section 10.03, Article 11, Article 12 and Article 13;

“ Promissory Note ” means the promissory note in the amount of $12,011,148 dated as of March 18, 2022 delivered by Santacruz to GIAG;

“ Royalty Agreement (Illapa) ” means the net smelter return royalty agreement (Illapa) dated as of March 18, 2022, as amended by an amendment dated as of May 10, 2023, between Santacruz, Illapa and GIAG;

“ Royalty Agreement (San Lucas) ” means the gross margin royalty agreement (San Lucas) dated as of March 18, 2022, as amended by an amendment dated as of May 10, 2023, between Santacruz, San Lucas and GIAG;

“ Royalty Agreement (Sinchi Wayra) ” means the net smelter return royalty agreement (Sinchi Wayra) dated as of March 18, 2022, as amended by an amendment dated as of May 10, 2023, between Santacruz, Sinchi Wayra and GIAG;

“ Royalty Agreement (SMMR) ” means the net smelter return royalty agreement (SMMR) dated as of March 18, 2022, as amended by an amendment dated as of May 10, 2023, between Santacruz, SMMR and GIAG;

“ Royalty Agreements ” means, collectively: (i) Royalty Agreement (Illapa); (ii) Royalty Agreement (San Lucas); (iii) the Royalty Agreement (Sinchi Wayra); and (iv) Royalty Agreement (SMMR);

“ Royalty Security ” means, collectively: (i) the limited recourse guarantee and securities pledge agreement dated as of March 18, 2022 entered into by Santacruz in favour of GIAG in connection with the Royalty Agreement (Illapa), (ii) the limited recourse guarantee and securities pledge agreement dated as of March 18, 2022 entered into by Santacruz in favour of GIAG in connection with the Royalty Agreement (San Lucas), (iii) the limited recourse guarantee and securities pledge agreement dated as of March 18, 2022 entered into by Santacruz in favour of GIAG in connection with the Royalty Agreement (Sinchi Wayra), (iv) the limited recourse guarantee and securities pledge agreement dated as of March 18, 2022 entered into by Santacruz in favour of GIAG in connection with the Royalty Agreement (SMMR), (v) the securities pledge agreement dated as of

March 18, 2022 entered into by Illapa in favour of GIAG in connection with the Royalty Agreement (Illapa), (vi) the securities pledge agreement dated as of March 18, 2022 entered into by San Lucas in favour of GIAG in connection with the Royalty Agreement (San Lucas), (vii) the securities pledge agreement dated as of March 18, 2022 entered into by Sinchi Wayra in favour of GIAG in connection with the Royalty Agreement (Sinchi Wayra) and (viii) the securities pledge agreement dated as of March 18, 2022 entered into by SMMR in favour of GIAG in connection with the Royalty Agreement (SMMR);

“ Second Escalator ” has the meaning given to such term in Section 5.02(2);

“ Second Escalator Payment ” has the meaning given to such term in Section 5.02(2);

“ Security ” means, collectively and at any particular time, the agreements, instruments and documents creating an Encumbrance in favour of, or any Collateral held at such time by, GIAG securing or intended to secure repayment of the Continuing Obligations, including (i) all security delivered by the Santacruz Parties to GIAG prior to the date hereof pursuant to the Term Facility Agreement, and (ii) the Amended and Restated Omnibus Security Agreement;

“ Share Purchase Agreement ” has the meaning given to such term in the recitals of this Agreement;

“ Specified Remedial Provisions ” means the provisions contained in Section 4.02(1), Section 4.02(2), Section 4.02(3), Section 4.02(4), Section 4.02(5), Section 4.02(6), Section 4.02(7) and Section 4.06 of the Amended and Restated Omnibus Security Agreement;

“ Specified Santacruz Default ” has the meaning given to such term in Section 8.01(2);

“ Specified Surviving Provisions ” means: (x) prior to the termination of this Agreement under Section 9.06, collectively: (i) any provisions of a Terminated Transaction Document establishing obligations or liabilities other than (A) obligations to pay indebtedness, (B) other payment obligations and (C) liabilities for amounts owing or payable; (ii) the provisions contained in Article 1 of the Term Facility Agreement; (iii) the provisions contained in Article 6, Sections 7.01, 7.03 and 7.04, and Article 8 of the Term Facility Agreement; (iv) any indebtedness, liabilities and obligations of any Santacruz Party to any Glencore Party under and in connection with any Security; (v) the provisions contained in Article 1 and Section 9.02 of the Share Purchase Agreement (the latter, for the avoidance of doubt, as amended by Article 11 of this Agreement); (vi) Article 11 of the First SPA Letter Amendment; and (vii) the provisions of each Terminated Transaction Document that, by the terms of such Terminated Transaction Document, survive the termination of such Terminated Transaction Document; and (y) following the termination of this Agreement under Section 9.06: (i) the provisions contained in Article 1 of the Term Facility Agreement; (ii) any indebtedness, liabilities and obligations of any Santacruz Party to any Glencore Party under and in connection with any Security; (iii) the provisions contained in Article 1 and Section 9.02 of the Share Purchase Agreement (the latter, for the avoidance of doubt, as amended by Article 11 of this Agreement); (iv) Article 11 of the First SPA Letter Amendment; and (v) the provisions of each Terminated Transaction Document that, by the terms of such Terminated Transaction Document, survive the termination of such Terminated Transaction Document;

“ Term Facility Agreement ” means the term facility agreement dated as of March 18, 2022, as amended by the first amending agreement to term facility agreement dated as of May 10, 2023,

between Sinchi Wayra and Santacruz, as borrowers, the other Santacruz Parties, as guarantors, and GIAG, as lender;

“ Term Sheet ” has the meaning given to such term in the recitals to this Agreement;

“ Terminated Transaction Documents ” has the meaning given to such term in Section 9.01;

[REDACTED – COMMERCIALLY SENSITIVE INFORMATION] ;

[REDACTED – COMMERCIALLY SENSITIVE INFORMATION];

“ TSXV ” has the meaning given to such term in the recitals to this Agreement;

“ VAT Receivables Agreement ” means the VAT receivables agreement dated as of March 18, 2022, as amended by the first amending agreement to VAT receivables agreement dated as of May 10, 2023, between Santacruz, Glencore Finance and GIAG.

“ Working Capital Facility Agreement ” means the working capital facility agreement dated as of March 18, 2022, as amended by the first amending agreement to working capital facility agreement dated as of May 10, 2023, between San Lucas, as borrower, Santacruz, as parent, the other Santacruz Parties part thereto, as guarantors, and GIAG, as lender.

1.02 Headings

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section, Schedule or other portion of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references in this Agreement to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

1.03 Extended Meanings

In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders. The term “including” means “including without limitation”. The term “third party” or “third person” means any person other than the Sellers (or any of their Affiliates) and the Purchaser (or any of its Affiliates). References to “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

1.04 Two or More Persons

In this Agreement, an agreement, representation or warranty for two or more persons is for the benefit of them jointly and each of them individually and an agreement, representation or warranty by two or more persons binds them jointly and each of them individually. A reference to a group of persons or things is a reference to them jointly or individually.

1.05 Statutory and Other References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise provided in this Agreement: (a) a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder and any related regulatory decrees or norms; and (b) references to any document (including this Agreement), or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time.

1.06 Date for Any Action and Periods

If the date on which any action is required to be taken under this Agreement by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day. Any time period within which a payment is to be made or any other action is to be taken under this Agreement shall be calculated excluding the day on which the period commences and including the day on which the period ends.

1.07 Currency

Except as otherwise specified in this Agreement, all references to “$” or dollars are to U.S. dollars. Any amount to be converted from one currency into another currency for the purposes of this Agreement shall be converted into an equivalent amount at the prevailing spot rate for a transaction between the two currencies in question as quoted by reference to middlemarket rates quoted on Reuters page FX= (or if such page ceases to be quoted, such replacement or substituted page as reflects substantially the same exchange rates) as of 5:00 p.m. (Eastern time) on the Business Day immediately preceding the relevant date of determination.

1.08 Rules of Construction

The Parties have been represented by counsel during the negotiation and execution of this Agreement and waive the application of any Applicable Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.

1.09 Control

(1) For the purposes of this Agreement:
(a) a person Controls a body corporate if securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;
(b) a person Controls an unincorporated entity, other than a limited partnership, if more than 50% of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity; and
(c) the general partner of a limited partnership Controls the limited partnership.
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(2) A person who Controls an entity is deemed to Control any entity that is Controlled, or deemed to be Controlled, by the entity.

(3) A person is deemed to Control, within the meaning of Section 1.09(1)(a) or Section 1.09(1)(b), an entity if the aggregate of:

(a) any securities of the entity that are beneficially owned by that person, and
(b) any securities of the entity that are beneficially owned by any entity Controlled by that person

is such that, if that person and all of the entities referred to in Section 1.09(3)(b) that beneficially own securities of the entity were one person, that person would Control the entity.

1.10 Schedules

The following are the Schedules to this Agreement:

Schedule A

Schedule B
Form of Amended and Restated Omnibus Security Agreement
Representations and Warranties
Schedule C - Term Sheet
Schedule D - Illustrative Examples of Base CVR Payment, First CVR Escalator and Second CVR Escalator

ARTICLE 2 EVENTS OCCURING ON OR PRIOR TO THE EFFECTIVE DATE

Subject to the terms and conditions of this Agreement, the entry into of this Agreement and the Amended and Restated Omnibus Security Agreement shall be deemed to occur simultaneously at the Effective Time on the Effective Date. Upon execution of this Agreement there are no conditions to any Party’s obligations to complete, conclude and give effect to the transactions contemplated by this Agreement and the Amended and Restated Omnibus Security Agreement. The Parties acknowledge and agree that prior to, or simultaneously with, the execution and delivery of this Agreement, the following events have occurred:

(1) (i) a duly executed counterparty of the Amended and Restated Omnibus Security Agreement has been delivered to the Glencore Parties, and (ii) the Security has been duly registered, filed and recorded, and all notices with respect to the Security have been delivered, in all relevant jurisdictions where required by Applicable Law or where the Glencore Parties considered it necessary, in their sole discretion, to do so, and all such other actions or steps have been taken by the Santacruz Parties as required under Applicable Law of each relevant jurisdiction to ensure that the Security constitutes a valid, enforceable, and perfected first priority Encumbrances in the Collateral;

(2) the Glencore Parties have received a certificate of an officer of each of the Santacruz Parties, dated as of the date hereof, certifying (i) its constating documents, (ii) the resolutions of the board of directors (or equivalent) of such Santacruz Party approving the execution, delivery and performance by such Santacruz Party of this Agreement and the

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Amended and Restated Omnibus Security Agreement, and the transactions contemplated hereby and thereby, (iii) in relation to each Santacruz Party organized under the laws of Bolivia, the shareholder resolutions, adopted at a general meeting of shareholders, approving the execution, delivery and performance by such Santacruz Party of the Amended and Restated Omnibus Security Agreement, and (iv) the incumbency of the officers and directors of such Santacruz Party executing each Omnibus Agreement Documents to which it is a party or, in the case of each Santacruz Party organized under the laws of Bolivia, such equivalent as permitted under the laws of Bolivia;

(3) except as otherwise agreed by the Glencore Parties, a certificate of good standing or comparable certificate for each Santacruz Party issued by the relevant Governmental Authority in the jurisdiction of incorporation or formation of the applicable Santacruz Party has been delivered to the Glencore Parties;

(4) the Glencore Parties have received evidence satisfactory to the Glencore Parties that the obligations, under the Amended and the Restated Omnibus Security Agreement, of each Santacruz Party organized under the laws of Bolivia do not conflict with the terms or conditions of any outstanding commercial paper or other debt securities issued by such Santacruz Party or the terms or conditions of any debt obligation of such Santacruz Party contracted in Bolivia;

(5) the Glencore Parties have received certified copies of all other shareholder, regulatory, governmental and other approvals required in order for the Santacruz Parties to enter into this Agreement and the Amended and Restated Omnibus Security Agreement, and to perform their respective obligations hereunder and thereunder, including, for greater certainty, a copy of the approval of the TSXV approving the execution, delivery and performance by Santacruz of this Agreement and the transactions contemplated hereby; and

(6) the Glencore Parties have received such other documents, agreements and instruments as required by the Glencore Parties. ARTICLE 3 SANTACRUZ PAYMENT AND OTHER OBLIGATIONS

Subject to the terms and conditions set forth in this Agreement, in consideration for the release of the Existing Obligations and the termination of the Terminated Transaction Documents pursuant to Section 9.01 and Section 9.02, Santacruz hereby agrees to (a) pay to the Glencore Parties the Base Purchase Price in accordance with Article 4, (b) pay to the Glencore Parties the CVR Payments and the Bonus Payments in accordance with Article 5, and (c) perform its other obligations under this Agreement.

ARTICLE 4 BASE PURCHASE PRICE

4.01 Instalment of Base Purchase Price Payable

(1) Subject to Section 4.02 and Section 4.03, the Base Purchase Price shall be paid in cash by Santacruz to Glencore Finance, on behalf of the Glencore Parties, in eight equal annual instalments of $10,000,000 each. These installments shall be due and payable on the respective dates set out in the table below:

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Base Purchase Price Installment Amount	Due Date
$10,000,000	November 1, 2025
$10,000,000	November 1, 2026
$10,000,000	November 1, 2027
$10,000,000	November 1, 2028
$10,000,000	November 1, 2029
$10,000,000	November 1, 2030
$10,000,000	November 1, 2031
$10,000,000	November 1, 2032

4.02 Voluntary Prepayment

Upon five Business Days’ prior written notice to Glencore Finance, Santacruz may at any time and from time to time prepay, without any premium or bonus, all of any part of the Base Purchase Price outstanding at such time. For the avoidance of doubt, any prepayment shall be applied in accordance with Article 6. For the further avoidance of doubt, in no event shall any prepayment diminish Santacruz’s obligations under this Agreement, including Santacruz’s obligations with respect to CVR Payments and Bonus Payments.

4.03 Acceleration Option

(1) Provided Santacruz is not on the Acceleration Option Date (as defined below) in material breach of this Agreement, Santacruz shall have the option to accelerate its payment of the Base Purchase Price (the “ Acceleration Option ”). To exercise the Acceleration Option, Santacruz shall: (a) provide written notice to the Glencore Parties that Santacruz intends to exercise the Acceleration Option five Business Days before the date (the “ Acceleration Option Date ”) on which Santacruz intends to exercise the Acceleration Option; and (b) on the Acceleration Option Date pay the then applicable Accelerated Amount to Glencore Finance, on behalf of the Glencore Parties. If Santacruz elects to exercise the Acceleration Option, then Santacruz shall, on the Acceleration Option Date, pay to Glencore Finance, on behalf of the Glencore Parties, an amount equal to the then-applicable accelerated amount (the “ Accelerated Amount ”) set out below, in accordance with the payment mechanics set forth in Article 6:

et out below, in accordance with the	payment mechanics set fort
Acceleration Option Date	Accelerated Amount
Prior to November 1, 2025	$40,000,000
On or after November 1, 2025 but prior to November 1, 2026	$38,000,000
On or after November 1, 2026 but prior to November 1, 2027	$36,000,000
On or after November 1, 2027 Prior to November 1, 2028	$34,000,000

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On or after November 1, 2028 Prior to November 1, 2029	$32,000,000
On or after November 1, 2029 Prior to November 1, 2030	$30,000,000

(2) For the avoidance of doubt, as a condition to validly exercising the Acceleration Option, Santacruz must pay, or have paid, on the due date therefor under Section 4.01, each installment of the Base Purchase Price that, pursuant to Section 4.01, has or will come due on or before the applicable Acceleration Option Date.

(3) Upon Santacruz’s payment of the Accelerated Amount in accordance with this Agreement, Santacruz shall have satisfied its obligation to pay the Base Purchase Price in its entirety and shall have no further obligation to pay the Base Purchase Price.

4.04 Independence of Rights and Obligations under Article 5

For the avoidance of doubt, any payment, prepayment or acceleration of the Base Purchase Price under this Article 4 shall not relieve Santacruz of any obligation to make CVR Payments or Bonus Payments under Article 5.

ARTICLE 5

CONTINGENT VALUE RIGHT AND BONUS PAYMENTS

5.01 CVR Payments

(1) During the period commencing on March 28, 2024 and ending on December 31, 2032 (the “ CVR Term ”), for any calendar month in which any of: (a) the mean zinc LME spot price; (b) the highest open hedge price under any hedging contract entered into as a result of a Glencore Hedging Notice if any such hedge is open for that calendar month; or (c) if Santacruz has exercised the option provided for in Section 5.04(6), the price at which a hedge would have been entered into in accordance with the applicable Glencore Hedging Notice (regardless of whether such hedge price is higher or lower than the mean zinc LME spot price); meets or exceeds $3,850 per tonne (the “ LME Base Price ”), Santacruz shall make a CVR Payment to Glencore Finance, on behalf of the Glencore Parties, in the amount of $1,333,333.33 (the “ Base CVR Payment ”). For greater certainty, if a hedge under any hedging contract entered into as a result of a Glencore Hedging Notice is open during a calendar month, the highest open hedge price under any such contract will be used to determine whether any amount is payable by Santacruz under this Section 5.01, regardless of the mean zinc LME spot price for that calendar month.

(2) The aggregate amount of Base CVR Payments made by Santacruz to the Glencore Parties in any given calendar year shall not exceed $16,000,000 (the “ Base CVR Cap ”). For the avoidance of doubt, the Base CVR Cap shall not apply to any First Escalator Payments or Second Escalator Payments.

(3) The total amount of CVR Payments made by Santacruz to Glencore Parties during the CVR Term shall not exceed $77,700,000, which for the avoidance of doubt does not include any Bonus Payments (the “ CVR Cap ”). For the avoidance of doubt, the CVR Cap shall not apply to any Bonus Payments.

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(4) Santacruz’s obligation to make the CVR Payments shall terminate upon the earlier of: (a) the end of the CVR Term; or (b) the date on which the amount of CVR Payments made by Santacruz to the Glencore Parties during the CVR Term equals the CVR Cap. For the avoidance of doubt, Santacruz’s obligation to make Bonus Payments required under Section 5.02 shall terminate once the obligation to make CVR Payments has expired pursuant to Section 5.01(1) or terminated pursuant to Section 5.01(3).

5.02 Escalators

(1) For any calendar month during the CVR Term, if any of: (a) the mean zinc LME spot price; (b) the highest open hedge price under any hedging contract entered into as a result of a Glencore Hedging Notice if any such hedge is open for that calendar month; or (c) if Santacruz has exercised the option provided for in Section 5.04(6), the price at which a hedge would have been entered into in accordance with the applicable Glencore Hedging Notice (regardless of whether such hedge price is higher or lower than the mean zinc LME spot price); is greater than the LME Base Price and less than or equal to $5,049.99 per tonne (the “ First Escalator Cap ”), Santacruz shall pay, in addition to the Base CVR Payment, an additional $83,333.33 (a “ First Escalator Payment ”) to Glencore Finance, on behalf of the Glencore Parties, for each increment of $100 per tonne that the mean zinc LME spot price (or the highest open hedge price, if any hedge is open for that calendar month): (x) exceeds the LME Base Price (the “ First Escalator ”); and (y) is less than the First Escalator Cap. The total payments for the First Escalator in any given calendar month shall be calculated based on the increments above the LME Base Price and shall be treated as part of the CVR Payment for such calendar month. For greater certainty, if a hedge under any hedging contract entered into as a result of a Glencore Hedging Notice is open during a calendar month, the highest open hedge price under any such contract will be utilized to calculate the payment due under the First Elevator, regardless of the mean zinc LME spot price for that calendar month.

(2) For any calendar month during the CVR Term, if any of: (a) the mean zinc LME spot price; (b) the highest open hedge price under any hedging contract entered into as a result of a Glencore Hedging Notice if any such hedge is open for that calendar month; or (c) if Santacruz has exercised the option provided for in Section 5.04(6), the price at which a hedge would have been entered into in accordance with the applicable Glencore Hedging Notice (regardless of whether such hedge price is higher or lower than the mean zinc LME spot price); is greater than the First Escalator Cap, Santacruz shall, in addition to the Base CVR Payment and the First Elevator Payment, pay an additional $166,666.66 (a “ Second Escalator Payment ”) to Glencore Finance, on behalf of the Glencore Parties, for each increment of $100 per tonne that the mean zinc LME spot price (or the highest open hedge price under any hedging contract entered into as a result of a Glencore Hedging Notice, if any such hedge is open for that calendar month) is greater than the First Escalator Cap (the “ Second Escalator ”). For greater certainty, if a hedge under any hedging contract entered into as a result of a Glencore Hedging Notice is open during a calendar month, the highest open hedge price under any such contract will be used to determine the payment due under the Second Escalator, regardless of the mean zinc LME spot price for that calendar month.

(3) 50% of each payment made under the Second Escalator shall be treated as part of the CVR Payment for a given calendar month and shall count towards the CVR Cap, while the remaining 50% shall be treated as a bonus payment and shall not count towards the CVR Cap (the “ Bonus Payments ”). The Bonus Payments are separate and distinct from the CVR Payments, and Santacruz’s obligation to make the Bonus Payments shall terminate when its obligation to make CVR Payments terminates in accordance with the terms of this Agreement.

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(4) For greater certainty, illustrative examples of the Base CVR Payment, First Escalator Payment and Second Escalator Payment are provided on a monthly basis in Schedule D hereto.

5.03 Payment Mechanics

Each CVR Payment and/or Bonus Payment shall be due and payable within 30 days of the end of an applicable calendar month and in accordance with Article 6. For the avoidance of doubt, if no CVR Payment or Bonus Payment, as applicable, is triggered in a calendar month, then Santacruz shall not be required to make a CVR Payment or Bonus Payment to the Glencore Parties.

5.04 Hedging Option

(1) GIAG shall have the right, in its sole discretion and exercisable upon written notice (a “ Glencore Hedging Notice ”), to require Santacruz to enter into hedging arrangements for the production of zinc at the Target Group Assets (other than the third party ore sourcing business of San Lucas), subject to Section 5.04(3) and Section 5.04(4) and provided that the price at which GIAG requires that the hedging arrangement be entered into must exceed the LME Base Price (the “ Hedging Option ”). Each Glencore Hedging Notice shall specify the terms and the production period to be hedged.

(2) Upon a written request from GIAG, Santacruz shall promptly (and in any event within 5 Business Days following such request) deliver to GIAG Santacruz’s then current forecast for production from the Target Group Assets, broken down by month, for the 24 months following the date of such written request (each such forecast, a “ 24 Month Production Forecast ”).

(3) The amount of production in respect of which the Hedging Option is exercised may not be less than 25% and may not be more than 50% of the expected production volume from the Target Group Assets for the period of time (not to exceed 24 months) following the date of the applicable Glencore Hedging Notice for which GlAG requires the relevant hedging arrangements to be entered into, having reference to the most recent 24 Month Production Forecast provided to GIAG by Santacruz.

(4) If GIAG validly exercises the Hedging Option, then:
(a) Santacruz and GIAG will use all reasonable endeavours to negotiate in good faith commercially reasonable terms for the hedging arrangements to be entered into between GIAG and Santacruz (a “ Glencore Hedging Arrangement ”) consistent with the applicable Glencore Hedging Notice; and
(b) [ REDACTED - COMMERCIALLY SENSITIVE INFORMATION ]
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(5) [REDACTED - COMMERCIALLY SENSITIVE INFORMATION].

(6) Notwithstanding the generality of the foregoing, if Santacruz determines, acting reasonably and in good faith, that the cost of entering into either a Glencore Hedging Arrangement or a [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] is not commercially reasonable based on current market conditions, Santacruz may, in lieu of entering into a hedging arrangement, pay the CVR Payments and, if applicable, the Bonus Payments (including any amounts payable, as applicable, pursuant to the Base CVR Payment, the First Escalator and/or the Second Escalator (including Bonus Payments)) to the Glencore Parties over the period which the hedge would have covered, based on the price at which a hedging arrangement would have been entered into in accordance with the relevant Glencore Hedging Notice.

(7) Any exercise of the Hedging Option by GIAG shall not relieve Santacruz of its ongoing obligations to make CVR Payments and Bonus Payments in accordance with the terms of this Agreement.

(8) GIAG’s right to exercise the Hedging Option shall terminate once: (i) Santacruz has satisfied, paid, performed or discharged in full all of Santacruz’s obligations with respect to Base Payments under Article 4, including paying all Base Payments in full in cash; and (ii) all of Santacruz’s obligations with respect to CVR Payments have expired or been terminated pursuant to Section 5.01(4).

ARTICLE 6 PAYMENT MECHANICS

Any amount payable by a Santacruz Party under this Agreement shall be paid: (a) to Glencore Finance on behalf of the Glencore Parties, (b) in immediately available funds by wire transfer to the bank account designated by Glencore Finance in writing from time to time, (c) without set-off or counterclaim and free and clear of any deduction for taxes, and (d) in addition to any amounts payable by the Santacruz Parties to the Glencore Parties pursuant to the Omnibus Agreement Documents (taking into account the release of the Existing Obligations under this Agreement). All payments received by Glencore Finance under this Agreement of: (w) the Base Purchase Price (excluding, for the avoidance of doubt, any voluntary prepayments made in accordance with Section 4.02) will be applied to amounts due under Continuing Obligations under this Agreement in respect of the Base Purchase Price, as determined by the Glencore Parties in their sole discretion; (x) CVR Payments will be applied to amounts due under Continuing Obligations under this Agreement in respect of CVR Payments, as determined by the Glencore Parties in their sole discretion; (y) the Bonus Payments will be applied to amounts due under Continuing Obligations under this Agreement in respect of Bonus Payments, as determined by the Glencore Parties in their sole discretion; and (z) of voluntary prepayments made in accordance with Section 4.02 will be applied to the Continuing Obligations under this Agreement, as determined by the Glencore Parties in their sole discretion.

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ARTICLE 7 REPRESENTATIONS AND WARRANTIES

Each of the Parties represents and warrants to the other Parties hereto as set out on Schedule B.

ARTICLE 8 DEFAULT

8.01 Events of Default

(1) The occurrence of any one or more of the following events (each such event being referred to as an “ Event of Default ”) will constitute a default under this Agreement:

(a) if any Santacruz Party fails to pay any amount of its Continuing Obligations (including the Base Purchase Price) when due and such default continues for five Business Days from the date such Santacruz Party fails to make such payment;
(b) if any Restricted Party breaches any of the covenants contained in Section 7.03 or Section 7.04 of the Term Facility Agreement (each, a “ Negative Covenant Breach ”), unless such Negative Covenant Breach: (i) is of an immaterial nature (as determined by the Glencore Parties, acting reasonably); (ii) was not caused directly or indirectly by any act or omission of such Santacruz Party; and (iii) to the extent such Negative Covenant Breach is capable of being cured, such Santacruz Party cures such Negative Covenant Breach within 20 days of the earlier of (A) the date the Glencore Parties deliver written notice of such Negative Covenant Breach to such Santacruz Party; and (B) the date any Santacruz Party becomes aware of the occurrence of such Negative Covenant Breach;
(c) if any Santacruz Party neglects to observe or perform any covenant or obligation herein contained or in any other Omnibus Agreement Document (for the avoidance of doubt, other than in any provision of a Terminated Transaction Document that does not, pursuant to the terms of this Agreement, survive the termination of such Terminated Transaction Document) on its part to be observed or performed (other than a covenant or condition whose breach or default in performance is specifically dealt with elsewhere in this Section 8.01) in any material respect and such Santacruz Party fails to remedy such default to the satisfaction of the Glencore Parties within 20 Business Days from the date the Glencore Parties deliver written notice of the default to such Santacruz Party (excluding, for the avoidance of doubt, in respect of any default under any other Omnibus Agreement Document where such default is subject to a cure period that is longer than 20 Business Days under the terms of such other Omnibus Agreement Document in which case, the longer cure period will apply);
(d) if any representation or warranty made by any Santacruz Party in this Agreement, any other Omnibus Agreement Document (other than in any provision of a Terminated Transaction Document that does not, pursuant to the terms of this Agreement, survive the termination of such Terminated Transaction Document) or in any certificate or other document at any time delivered hereunder or thereunder to the Glencore Parties proves to have been incorrect or misleading in any material respect on and as of the date that it was made or was deemed to have been made
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and such Santacruz Party fails to remedy such default within 20 Business Days of the occurrence of such event;

(e) if Santacruz or any of the Subsidiaries of Santacruz (other than any such Subsidiary that is a Santacruz Party) (i) fails to make any payment when such payment is due and payable to any person in relation to any Debt (other than the Continuing Obligations) that in the aggregate principal amount then outstanding is in excess of $2,000,000 and any applicable grace period in relation thereto has expired, or (ii) defaults in the observance or performance of any other agreement or condition in relation to any Debt (other than the Continuing Obligations) to any Person that in the aggregate principal amount then outstanding is in excess of $2,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs or condition exists, the effect of which default or other condition, if not remedied within any applicable grace period, would be to cause, or to permit the holder of such Debt then to declare, such Debt to become due prior to its stated maturity date;
(f) if any Santacruz Party (other than Santacruz) (i) fails to make any payment when such payment is due and payable to any person in relation to any Debt (other than the Continuing Obligations) that in the aggregate principal amount then outstanding is in excess of $750,000 and any applicable grace period in relation thereto has expired, or (ii) defaults in the observance or performance of any other agreement or condition in relation to any Debt (other than the Continuing Obligations) to any person that in the aggregate principal amount then outstanding is in excess of $750,000 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs or condition exists, the effect of which default or other condition, if not remedied within any applicable grace period, would be to cause, or to permit the holder of such Debt then to declare, such Debt to become due prior to its stated maturity date;
(g) if any Santacruz Party denies to any material extent its obligations under this Agreement or any other Omnibus Agreement Document or claims this Agreement or any other Omnibus Agreement Document to be invalid or withdrawn in whole or in part;
(h) if this Agreement or any of the other Omnibus Agreement Documents or any material provision of any of them becomes unlawful or is changed by virtue of legislation or by a Governmental Authority and if any Santacruz Party does not, within 15 Business Days of receipt of notice of this Agreement or such other Omnibus Agreement Document or material provision becoming unlawful or being changed, replace this Agreement or such Omnibus Agreement Document with a new agreement that is in form and substance satisfactory to the Glencore Parties, acting reasonably, or amend this Agreement or such other Omnibus Agreement Document to the satisfaction of the Glencore Parties, acting reasonably;
(i) if an Insolvency Event with respect to a Santacruz Party occurs;
(j) if a final judgment or decree for the payment of money due has been obtained or entered against Santacruz or any of its Subsidiaries (other than any such Subsidiary that is a Santacruz Party) in an amount in excess of $10,000,000; provided that no Event of Default shall be deemed to have occurred pursuant to
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this Section 8.01(1)(j) if either: (i) (A) Santacruz or such Subsidiary contests such judgment or decree diligently and in good faith by appropriate proceedings seeking appeal of such judgment or decree, and (B) such judgment or decree is vacated, discharged or stayed pending such appeal within the applicable appeal period; or (ii) if such final judgment or decree for the payment of money due is paid when legally due, so long as the making of such payment does not cause and is not reasonably expected to cause a Material Adverse Change;

(k) if a final judgment or decree for the payment of money due has been obtained or entered against any Santacruz Party (other than Santacruz) in an amount in excess of $750,000; provided that no Event of Default shall be deemed to have occurred pursuant to this Section 8.01(1)(k) if either: (i) (A) such Santacruz Party contests such judgment or decree diligently and in good faith by appropriate proceedings seeking appeal of such judgment or decree, and (B) such judgment or decree is vacated, discharged or stayed pending such appeal within the applicable appeal period; or (ii) if such final judgment or decree for the payment of money due is paid when legally due, so long as the making of such payment does not cause and is not reasonably expected to cause a Material Adverse Change;
(l) if any Security ceases, other than solely by reason of or where solely caused by any act or omission on the part of the Glencore Parties, or their counsel, to constitute a valid and perfected first priority Encumbrance (subject only to Permitted Encumbrances) and the applicable Santacruz Party has failed to remedy such default within 10 Business Days of becoming aware of such fact;
(m) if a Change of Control occurs and such Change of Control has not been approved or consented to by the Glencore Parties in writing prior to the occurrence of such Change of Control (such approval or consent of the Glencore Parties not to be unreasonably withheld or delayed);
(n) if a Material Adverse Change occurs (for the avoidance of doubt, regardless of whether or not such Material Adverse Change constitutes a Political Risk Event);
(o) if a Political Risk Event occurs and continues for a period of 6 consecutive months;
(p) if any Santacruz Party neglects to observe or perform any covenant or obligation contained in any Material Contract to which it is a party on its part to be observed or performed in any material respect and such Santacruz Party fails to remedy such default within the cure periods (if any) applicable in respect of such default under such Material Contract;
(q) if any report of the auditor with respect to any Santacruz Party’s audited financial statements contain any Impermissible Qualification; or
(r) if any order is made by any Governmental Authority in relation to any Santacruz Party, or there is any change of law, or the interpretation or administration thereof, in each case, which in the reasonable opinion of the Glencore Parties, operates to prevent or materially restrict the ability of such Santacruz Party to perform its obligations under this Agreement or any other Omnibus Agreement Document.
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(2) If (a) any Event of Default occurs at a time when any of the Glencore Parties are found to be in breach of an Amended Offtake Agreement (as determined by a non-appealable final order, decree or judgment of any court or Governmental Authority of competent jurisdiction) (a “ Glencore Breach ”; and such Event of Default, a “ Specified Santacruz Default ”) and (b) to the extent such Specified Santacruz Default can be directly attributable to such Glencore Breach, then such Specified Santacruz Default will be deemed not to have occurred for purposes of the Omnibus Agreement Documents and the Santacruz Parties shall be deemed not to be in breach of this Agreement.

8.02 Acceleration and Enforcement

(1) If any Event of Default occurs and is continuing:
(a) the outstanding Base Purchase Price and all other Continuing Obligations will, at the option of the Glencore Parties, become immediately due and payable without notice, presentment, protest, demand, notice of dishonour or any other demand or notice whatsoever, all of which are hereby expressly waived by each Santacruz Party; provided, if any Event of Default described in Section 8.01(1)(i) with respect to any Santacruz Party occurs, the Base Purchase Price and all other Continuing Obligations will automatically be and become immediately due and payable; and
(b) the Glencore Parties may, in their discretion, exercise any right or recourse and proceed by any action, suit, remedy or proceeding against any Santacruz Party authorized or permitted by law for the recovery of the Base Purchase Price and all the other Continuing Obligations to the Glencore Parties and, whether or not the Glencore Parties have exercised any of their rights under the foregoing Section 8.02(1)(a), proceed to exercise any and all rights hereunder and under the Security.

(2) No Glencore Party is under any obligation to the Santacruz Parties or any other Person to realize upon any collateral or enforce the Security or any part thereof or to allow any of the Collateral to be sold, dealt with or otherwise disposed of. The Glencore Parties are neither responsible nor liable to the Santacruz Parties or any other Person for any loss or damage arising from such realization or enforcement or the failure to do so or for any act or omission on its part or on the part of any director, officer, employee, agent or adviser of the Glencore Parties in connection with any of the foregoing.

8.03 Remedies Cumulative

For greater certainty, it is expressly understood that the rights and remedies of a Glencore Party (or any of its Affiliates) for a default or breach of any term, covenant, condition or agreement contained in this Agreement or under any other Omnibus Agreement Document or instrument executed pursuant hereto or thereto are cumulative and are in addition to and not in substitution for any rights or remedies provided by law or by equity; and any single or partial exercise by a Glencore Party (or any of its Affiliates) of any right or remedy for a default or breach of any term, covenant, condition or agreement contained in this Agreement or any other Omnibus Agreement Document will not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy or other rights or remedies to which such Glencore Party may be lawfully entitled in connection with such default or breach.

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8.04 Perform Obligations

If an Event of Default has occurred and is continuing and if any Santacruz Party has failed to perform any of its covenants or agreements in this Agreement or any other Omnibus Agreement Document (other than in any provision of a Terminated Transaction Document that does not, pursuant to the terms of this Agreement, survive the termination of such Terminated Transaction Document), the Glencore Parties, may, but will be under no obligation to, perform any such covenants or agreements in any manner deemed fit by the Glencore Parties without thereby waiving any rights to enforce the Omnibus Agreement Documents. The expenses (including any legal costs) incurred or paid by the Glencore Parties in respect of the foregoing will form part of the Continuing Obligations under this Agreement and will be secured by the Security.

8.05 Third Parties

It is not necessary for any Person dealing with the Glencore Parties to inquire whether the Security has become enforceable, or whether the powers that the Glencore Parties is purporting to exercise may be exercised, or whether any Continuing Obligations remain outstanding upon the security thereof, or as to the necessity or expediency of the stipulations and conditions subject to which any sale is to be made, or otherwise as to the propriety or regularity of any sale or other disposition or any other dealing with the collateral charged by such Security or any part thereof.

8.06 Application of Payments

All payments made by Santacruz under this Agreement or received from proceeds of the enforcement or realization of any Security will be applied to amounts due under the Continuing Obligations under this Agreement, as determined by the Glencore Parties in their sole discretion.

8.07 Article 1340 of the Bolivian Civil Code

(1) Each Glencore Party acknowledges that (a) the disclaimer of liability under Section 8.02(2); and (b) the Specified Remedial Provisions, may in each case be impaired, solely in case the matter is required to be considered by a court of competent jurisdiction in Bolivia upon enforcement of the Security in Bolivia, to the limited extent that Section 8.02(2) or such Specified Remedial Provisions may be construed as being contrary to Article 1340 of the Bolivian Civil Code solely in respect of self-help repossession remedies exercised in Bolivia.

(2) Each of the Santacruz Parties irrevocably agrees not to plead or assert outside the Bolivian jurisdiction, whether by way of a defence or otherwise, in any proceeding relating to this Agreement or any of the other Omnibus Agreement Documents, that the eventual application of Article 1340 of the Bolivian Civil Code (or the acknowledgement of the application of Article 1340 of the Bolivian Civil Code contained in Section 8.07(1) if construed as depicted in that Section) may or does restrict or impair the enforceability of the Lender’s rights and remedies under this Agreement or any other Omnibus Agreement Document.

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ARTICLE 9 TERMINATIONS AND RELEASES

9.01 Terminated Transaction Documents

(1) Subject to Section 9.01(2), the Parties hereby agree to terminate the following Transaction Documents (such Transaction Documents to the extent of such termination, the “ Terminated Transaction Documents ”), and all such Terminated Transaction Documents, to the extent of such termination, shall be of no further force or effect as the date hereof:

(a) the Share Purchase Agreement;
(b) the Term Facility Agreement;
(c) the VAT Receivables Agreement;
(d) the Ores and Concentrates Inventory Agreement;
(e) the Royalty Agreements and the Royalty Security;
(f) the Comibol Advances and Accounts Receivables Agreement; and
(g) the Comibol Receivable Tax Reimbursement Agreement.

(2) Notwithstanding anything to the contrary in this Agreement (including Section 9.01(1)), (i) each of the Specified Surviving Provisions shall continue to be in full force and effect on and after the date hereof, and (ii) each Terminated Transaction Document, solely to the extent of any Specified Surviving Provision, shall continue to be in full force and effect on and after the date hereof. For the avoidance of doubt, the Term Sheet is also terminated by this Agreement.

(3) The Parties acknowledge and agree that the Working Capital Facility has expired and terminated prior to the date of this Agreement.

(4) The Parties acknowledge and agree that the Promissory Note has been terminated and cancelled, and is of no further force and effect. GIAG hereby confirms that the debt evidenced by the Promissory Note has been satisfied, and unconditionally and irrevocably fully and forever releases and discharges Santacruz from any and all claims, demands, causes of action, damages, losses or liability of any nature and kind whatsoever relating to or arising form the Promissory Note.

9.02 Release of Existing Obligations and Royalty Security

(1) The Glencore Parties hereby acknowledge and agree that the Existing Obligations (a) have been settled and repaid in full, and (b) shall immediately and unconditionally terminate and be released.

(2) GIAG hereby (a) represents and warrants that neither any Royalty Security nor any Encumbrance created thereunder has been assigned, sold or transferred by it to any other Person, (b) releases and discharges all Encumbrances that have been granted by the Santacruz Parties in favour of GIAG under and pursuant to the Royalty Security, and (c) agrees to execute

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and deliver to the Santacruz Parties, at Santacruz’s cost and expense, all such registrable discharges, terminations and releases or similar instruments as the Santacruz Parties may reasonably request to discharge all Encumbrances created under the Royalty Security.

9.03 Releases and Waivers

In consideration of the covenants in this Agreement, each of the Parties mutually agrees as follows, notwithstanding any other matter or thing whatsoever (including but not limited to any term or condition of any Omnibus Agreement Document):

(1) Each of the Parties irrevocably waives its rights under each of the Terminated Transaction Documents in respect of any Claims or Losses, except for any Claims or Losses arising in connection with any Specified Surviving Provisions;

(2) Each of the Santacruz Parties irrevocably releases and discharges each of the Glencore Parties and each other Glencore Group Member from all Claims that any of the Santacruz Parties may have against any of the Glencore Parties or any other Glencore Group Member under or in connection with the Terminated Transaction Documents or otherwise in connection with the transactions contemplated thereby or undertaken thereunder (including without limitation any tort or other Claims for misrepresentation or for any inaccurate disclosure or failure or omission to disclose any circumstance or matter), except in each case for any Claims: (x) under the express terms of a Omnibus Agreement Document other than a Terminated Transaction Document; or (y) under the express terms of a Specified Surviving Provision;

(3) Each of the Glencore Parties irrevocably releases and discharges each of the Santacruz Parties from all Claims that either of the Glencore Parties may have against any of the Santacruz Parties under or in connection with the Terminated Transaction Documents or otherwise in connection with the transactions contemplated thereby or undertaken thereunder (including without limitation any tort or other Claims for misrepresentation or for any inaccurate disclosure or failure or omission to disclose any circumstance or matter), except in each case for any Claims: (x) under the express terms of a Omnibus Agreement Document other than a Terminated Transaction Document; or (y) under the express terms of a Specified Surviving Provision;

(4) Each of the Parties confirms that:
(a) it shall not have any rights (including rights of set-off) or Claims whatsoever against any of the other Parties, or in the case of the Santacruz Parties against any other Glencore Group Member, other than as expressly contemplated by this Agreement;
(b) it will not make any demand for payment from, exercise any set-off (or right of setoff) and/or take any other action against any of the other Parties or any other Glencore Group Member in respect of or arising from or relating to any past, present or future liabilities or obligations under the Terminated Transaction Documents or otherwise arising in connection with the transactions contemplated thereby or undertaken thereunder (including without limitation any tort or other Claims for misrepresentation or for any inaccurate disclosure or failure or omission to disclose any circumstance or matter), except in each case for any Claims: (x) under the express terms of a Omnibus Agreement Document other than a
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Terminated Transaction Document; or (y) under the express terms of a Specified Surviving Provision; and

(c) it will not to sue, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted, against any of the other Parties or other Glencore Group Members, any Claims, action, suit and/or other proceeding whatsoever concerning or arising from or relating to the Terminated Transaction Documents or otherwise arising in connection with the transactions contemplated thereby or undertaken thereunder (including without limitation any tort or other Claims for misrepresentation or for any inaccurate disclosure or failure or omission to disclose any circumstance or matter), except in each case for any Claims: (x) under the express terms of a Omnibus Agreement Document other than a Terminated Transaction Document; or (y) under the express terms of a Specified Surviving Provision; and

(5) Nothing in this Agreement shall expand any liability that either of the Glencore Parties would have had in the absence of this Agreement.

(6) The Parties acknowledges and agrees that, except as expressly provided herein, this Agreement shall not constitute an amendment, waiver, consent, termination, discharge or release with respect to any provision of the Omnibus Agreement Documents, a waiver of any breach of representation and warranty, breach of covenant, or any other default thereunder, or a waiver or release of any Party’s rights or remedies, all of which are expressly reserved.

9.04 Third Party Beneficiaries

The provisions of Section 9.03 are intended for the benefit of each of the Glencore Group Members that are not parties to this Agreement, and shall be enforceable by each of them, and GIAG shall hold the rights and benefits of Section 9.03 in trust and on behalf of such thirdparty beneficiaries. GIAG accepts such trust and agreed to hold the benefit of and enforce the rights of such third-party beneficiaries. For the avoidance of doubt, any amendment of this Agreement shall not require the consent of any third-party beneficiary.

9.05 Effect of Releases and Waivers

(1) Without limitation, each waiver, agreement and/or release in Section 9.03 and Section 9.04 of this Agreement is, and may be relied on and pleaded by each beneficiary of that waiver, agreement and/or release as, a complete defence and bar to any Claim (by another party hereto or any other person acting in the name of that party or on that party’s behalf) against any such beneficiary arising under or in relation to or in connection with a Terminated Transaction Document or otherwise in connection with the transactions contemplated thereby or undertaken thereunder (including without limitation any tort or other Claims for misrepresentation or for any inaccurate disclosure or failure or omission to disclose any circumstance or matter), except in each case for any Claims: (x) under the express terms of a Omnibus Agreement Document other than a Terminated Transaction Document; or (y) under the express terms of a Specified Surviving Provision.

(2) No Party shall contend or argue in any manner contrary to any of the provisions of this Agreement. For the avoidance of doubt, each party agrees to, accepts and consents to all the provisions of this Agreement and the transactions and/or matters referred to herein. Each party confirms and agrees that none of the provisions of this Agreement and/or the transactions

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or matters contemplated or effected by this Agreement shall cause or lead to (howsoever described) a default, breach and/or misrepresentation under any Omnibus Agreement Document or otherwise.

(3) Notwithstanding any other provision hereof, the waivers, agreements and releases in Section 9.03 and Section 9.04 of this Agreement shall not operate as a defense or bar against any Claim asserted against any Glencore Group Member if that Glencore Group Members is judicially determined to have acted fraudulently to the extent that such Claim is a Claim for the Losses produced by such fraud.

9.06 Termination

Subject to the terms of this Agreement, this Agreement (other than the PostTermination Provisions) will be automatically terminated at the time (if any) that (i) Santacruz has satisfied, paid, performed or discharged in full all of Santacruz’s obligations with respect to Base Payments under Article 4, including paying all Base Payments in full in cash; and (ii) all of Santacruz’s obligations with respect to CVR Payments have expired or been terminated pursuant to Section 5.01(4). For the avoidance of doubt, the Post-Termination Provisions and the Specified Surviving Provisions (the latter as set out in subsection (y) of the definition of such term) shall survive the termination of this Agreement under this Section 9.06.

ARTICLE 10 GUARANTEE

10.01 Guarantees and Indemnity

(1) Each of the Guarantors hereby jointly and severally ( de manera solidaria ), unconditionally and irrevocably, guarantees (for the avoidance of doubt, solely in the case of Santacruz, subject to the Parent Limited Recourse Principle) payment of the Guaranteed Obligations.

(2) If any or all of the Guaranteed Obligations are not duly paid and are not recoverable under Section 10.01(1) for any reason whatsoever (including if any or all of the Guaranteed Obligations are found to be void, voidable or unenforceable), each of the Guarantors hereby jointly and severally ( de manera solidaria ), unconditionally and irrevocably, will, as a separate and distinct obligation (for the avoidance of doubt, solely in the case of Santacruz, subject to the Parent Limited Recourse Principle), indemnify and save harmless the Glencore Parties and each of them from and against any losses resulting from the failure of any Santacruz Party to pay the Guaranteed Obligations.

(3) If any or all of the Guaranteed Obligations are not duly paid and are not recoverable under Section 10.01(1) or the applicable Glencore Party is not indemnified under Section 10.01(2), in each case, for any reason whatsoever, the Guaranteed Obligations will be recoverable jointly and severally ( de manera solidaria ) from each of the Guarantors as primary obligor (for the avoidance of doubt, solely in the case of Santacruz, subject to the Parent Limited Recourse Principle).

10.02 Obligations Absolute

The liability of each Guarantor hereunder is absolute and unconditional and is not affected by:

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(a) any lack of validity or enforceability of this Agreement or any other Omnibus Agreement Document;
(b) any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of Governmental Authority;
(c) the bankruptcy, winding up, liquidation, dissolution, arrangement, insolvency or other similar proceeding affecting any Santacruz Party or any other person, the amalgamation of or any change in the status, function, control or ownership of any Santacruz Party, any Guarantor or any other person;
(d) any lack or limitation of power, incapacity or disability on the part of any Santacruz Party or of the directors, partners or agents thereof or any other irregularity, defect or informality on the part of any Santacruz Party in its Guaranteed Obligations;
(e) the failure on the part of any Santacruz Party or any Glencore Party to comply with any of its obligations under any Omnibus Agreement Document; or
(f) any other law, regulation or other circumstance that might otherwise constitute a defence available to, or a discharge of, any Santacruz Party in respect of any or all of the Guaranteed Obligations.

10.03 Parent Limited Recourse Principle

Notwithstanding anything to the contrary in any Omnibus Agreement Document, the Parties hereby acknowledge and agree that this Article 10, the Amended and Restated Omnibus Security Agreement and the obligations of Santacruz hereunder and thereunder are subject to the Parent Limited Recourse Principle.

10.04 No Release

The liability of each Guarantor hereunder is not released, discharged, limited or in any way affected by anything done, suffered or permitted by the Glencore Parties or any other person in connection with any duties or liabilities of any Santacruz Party to the Glencore Parties or any Security, including any loss of or in respect of any Security. Without limiting the generality of the foregoing and without releasing, discharging, limiting or otherwise affecting in whole or in part the liability of any Guarantor hereunder, without obtaining the consent of or giving notice to any Guarantor, the Glencore Parties may:

(a) make any change in the time, manner or place of payment under, or in any other term of, any Omnibus Agreement Document;
(b) amend, novate, supplement, extend, replace or restate any Omnibus Agreement Document from time to time in accordance with the terms thereof, whether or not the Guaranteed Obligations decrease or increase or the terms of such Omnibus Agreement Document are otherwise deemed to be otherwise more onerous as a result of such amendment, novation, supplement, extension, replacement or restatement;
(c) grant time, renewals, extensions, indulgences, releases and discharges to any Santacruz Party;
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(d) release any person who gives a guarantee or indemnity in connection with any of the Guaranteed Obligations;
(e) take or abstain from taking or enforcing the Security or from perfecting Security;
(f) accept compromises from any Santacruz Party;
(g) apply all money at any time received from any Santacruz Party or from the Security upon such part of the Continuing Obligations as the Glencore Parties may see fit or change any such application in whole or in part from time to time as each of them may see fit; and
(h) otherwise deal with each Santacruz Party and all other persons and the Security as the Glencore Parties may see fit.

10.05 No Exhaustion of Remedies

The Glencore Parties are not bound or obligated to exhaust its recourse against any Santacruz Party or other person or any Security that any of them may hold, or take any other action before being entitled to demand payment from any Guarantor hereunder.

10.06 Prima facie Evidence

Any account settled or stated in writing by or between the Glencore Parties and each Santacruz Party will be prima facie evidence that the balance or amount thereof appearing due to the Glencore Parties is so due.

10.07 No Set Off by Guarantors

In any claim by any Glencore Party against any Guarantor, such Guarantor may not assert any set off or counterclaim that either such Guarantor or any other Santacruz Party may have against any Glencore Party.

10.08 Continuing Guarantee

The Continuing Obligations of each Guarantor hereunder will constitute and be continuing obligations and will apply to and secure any ultimate balance due or remaining due to the Glencore Parties and will not be considered as wholly or partially satisfied by the payment or liquidation at any time of any sum of money for the time being due or remaining unpaid to any such person. The Continuing Obligations of each Guarantor hereunder will continue to be effective even if at any time any payment of any of the Guaranteed Obligations is found to be void or voidable or is found to be or is rendered unenforceable or is rescinded or must otherwise be returned by the recipient of such payment upon the occurrence of any action or event including the insolvency, bankruptcy or reorganization of any Restricted Party or otherwise, all as though such payment had not been made.

10.09 Waivers by Guarantors

Each Guarantor hereby irrevocably waives acceptance hereof, presentation, domicile, division, priority, excussion, demand, protest and any notice, as well as any requirement that at any time any action be taken by any person against such Guarantor, any other Santacruz

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Party or any other person, including any notice of having disregarded any document covered by this Agreement, any future requirement in the event of late payment ( mora ) and to any executory proceeding ( trámite de cualquier juicio ejecutivo ) filed on the basis of this Agreement.

10.10 Demand

Each Guarantor will make payment to the Glencore Parties of the full amount of the Guaranteed Obligations and all other amounts payable by it hereunder forthwith after demand therefor is made to it. Each Guarantor will also make payment to the Glencore Parties of all costs and expenses incurred by any Glencore Party, its Affiliates or any of them in enforcing the provisions of this Article 10.

10.11 Assignment and Postponement

All debts and liabilities, present and future, of each Santacruz Party to each other Santacruz Party are hereby collaterally assigned to the Glencore Parties and postponed to the Continuing Obligations, and, upon the occurrence and during the continuance of an Event of Default, all money received by any Santacruz Party in respect thereof will be held in trust for the Glencore Parties and forthwith upon receipt will be paid over to the Glencore Parties, the whole without in any way lessening or limiting the liability of such Santacruz Party hereunder and this assignment and postponement is independent of the guarantee, indemnity and primary obligor obligations contained in this Agreement and will remain in full force and effect until, in the case of the assignment, the liability of such Santacruz Party under this Agreement has been discharged or terminated and, in the case of the postponement, until all Continuing Obligations are performed and indefeasibly paid in full.

10.12 Subrogation

No Guarantor will be entitled to subrogation until (a) each of the Guarantors perform or makes indefeasible payment to the Glencore Parties of all amounts owing by the Guarantors to the Lender under the Omnibus Agreement Documents, (b) the Continuing Obligations are performed and indefeasibly paid in full and (c) the Glencore Parties have no further liability to advance money to, or incur any liability on behalf of, any Restricted Party pursuant to the Omnibus Agreement Documents. Thereafter, the Glencore Parties, at each Guarantor’s request and expense, will execute and deliver to such Guarantor appropriate documents, without recourse and without representation and warranty, except as to the amount owing, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations and any Security held therefor resulting from such payment by such Guarantors.

10.13 Stay of Acceleration

If acceleration of the payment of any Guaranteed Obligations payable by any Guarantor is stayed upon the insolvency, bankruptcy or reorganization of such Guarantor or otherwise, all such Guaranteed Obligations otherwise subject to acceleration under the laws of any Omnibus Agreement Document will nonetheless be payable by each other Guarantor herewith in accordance with the terms hereof.

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ARTICLE 11 AMENDMENT TO THE SHARE PURCHASE AGREEMENT

Section 9.02 of the Share Purchase Agreement is hereby deemed to be amended

as follows:

(1) Sections 9.02(2)(a) and 9.02(2)(b) of the Share Purchase Agreement are amended and restated as follows:

“(a) pay such Seller Payment to the Purchaser and/or the Affiliate of the Purchaser; or

(b) elect to reduce the amount of any Continuing Obligations (as defined in the Omnibus Agreement dated October 3, 2024 among the Parties and certain affiliates of the Purchaser) which remain unpaid at the relevant time by an amount equal to all (or a portion) of the Seller Payment (such reduction, the “ Reduced Obligations ”), in which case the applicable Seller Payment shall be automatically reduced by the Reduced Obligations. The Parties shall thereupon modify the other Omnibus Agreement Documents (as defined in the Omnibus Agreement dated October 3, 2024 among the Parties and certain affiliates of the Purchaser) as reasonably necessary to reflect such reduction.”

(2) Section 9.02(2)(c) of the Share Purchase Agreement is deleted.

ARTICLE 12 CONFIDENTIALITY

12.01 Confidentiality

No Party nor any of its Affiliates may, directly or indirectly, without the prior written consent of the other Parties, disclose to any person any Confidential Information, except that such Confidential Information may be disclosed:

(1) to such Party’s Representatives in the performance of their duties (so long as any such Representative is advised of the confidential nature of such Confidential Information and is directed to keep such Confidential Information confidential and such Party remains liable to the other Parties for any breach of confidentiality by such Representative);

(2) to the extent required pursuant to Applicable Law or the rules and regulations of any stock exchange or securities regulatory authority, or any final and non-appealable request, order, decree or judgment of any Governmental Authority;

(3) in connection with any arbitration Proceedings or any legal Proceedings for injunctive relief or specific performance based upon, arising out of or relating to this Agreement; or

(4) to the extent that the Confidential Information is in the public domain (other than as a result of a breach of this Agreement by such Party).

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12.02 Public Announcements

Each Party agrees to consult with the other Parties before issuing any press release or making any public statement or public disclosure with respect to this Agreement, any Omnibus Agreement Document or the transactions contemplated by this Agreement and agrees not to issue any such press release or make any such public statement or public disclosure without the prior written consent of the other Parties (not to be unreasonably withheld, delayed or conditioned); provided that a Party may without the prior written consent of the other Parties issue any such press release or make any such public announcements or public disclosures if such Party has used commercially reasonable efforts to consult with the other Parties and to obtain the consent of such other Parties but has been unable to do so prior to the time such press release or public announcement or public disclosure is required to be released pursuant to Applicable Law or the rules and regulations of any stock exchange or securities regulatory authority; and provided that such Party has also notified the other Parties in writing of the details and content of the press release, announcement or disclosure to be released reasonably in advance of such release, announcement or disclosure.

ARTICLE 13 MISCELLANEOUS

13.01 Benefit of the Agreement

This Agreement shall enure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties and the third-party beneficiaries expressly provided for herein.

13.02 Entire Agreement

This Agreement, together with each of the Omnibus Agreement Documents (each when executed and delivered), constitutes the entire agreement among the Parties with respect to the subject matter of this Agreement and of the Omnibus Agreement Documents, and cancels and supersedes any prior understandings and agreements among the Parties with respect thereto, including, for the avoidance of doubt, the Term Sheet. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, among the Parties other than as expressly set forth in this Agreement, the Amended and Restated Omnibus Security Agreement and the other Omnibus Agreement Documents. WITHOUT LIMITING THE FOREGOING, EACH OF THE SANTACRUZ PARTIES CONFIRMS THAT IT HAS NOT RELIED ON OR BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY ANY REPRESENTATION OR WARRANTY GIVEN BY ANY GLENCORE GROUP MEMBER OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND/OR EXPRESSLY MADE TO IT BY ANY OF THE GLENCORE PARTIES UNDER THE AMENDED AND RESTATED OMNIBUS SECURITY AGREEMENT.

13.03 Amendments and Waivers

No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the Parties. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate

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as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

13.04 Assignment

This Agreement may not be assigned by any Party without the prior written consent

of the other Parties.

13.05 Notices

Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing and shall be given by personal delivery, by registered mail or by email (so long as receipt of such email is requested and received) addressed to the recipient as follows:

(1) To the Santacruz Parties:

Santacruz Silver Mining Ltd.

Suite 480 – 1140 West Pender Street Vancouver, BC V6E 4G1 Attention: Arturo Prestamo E-mail: [Redacted - Personal information]

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

DuMoulin Black LLP 15th Floor – 1111 West Hastings Street Vancouver, BC Canada V6E 2J3

Attention: Doug Seppala / Garrett Lee Email: [Redacted - personal information]

(2) To the Glencore Parties:

Glencore International AG Baarermattstrasse 3, 6340 Baar Switzerland

Attention: General Counsel E-mail: [Redacted - Personal information]

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

McCarthy Tétrault LLP Suite 5300, TD Bank Tower Box 48, 66 Wellington St. W. Toronto, ON M5K 1E6

Attention: Adam Taylor / Shawn Doyle / Roger Taplin E-mail: [Redacted - Personal information]

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or such other address as may be designated by written notice given by any Party to the other. All demands, notices or other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day.

13.06 Equitable Remedies

The Parties agree that irreparable damage would occur if any provisions of this Agreement were not performed in accordance with the terms of this Agreement and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to specifically enforce the performance of the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties (a) agrees that it shall not oppose the granting of any such relief and (b) hereby irrevocably waives any requirement for the securing or posting of any bond in connection with any such relief.

13.07 Severability

If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions of this Agreement shall continue in full force and effect.

13.08 Non-Recourse

This Agreement may only be enforced against, and any claim, action or other legal Proceeding based upon, arising out of, or in any way related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as Parties and then only with respect to the specific obligations set forth in this Agreement with respect to such Party. No past, present or future director, officer, employee, incorporator, manager, partner, shareholder, Affiliate, agent, lawyer or other Representative of any Party or of any Affiliate of any Party, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any Party under this Agreement or for any claim, action or Proceeding based upon, arising out of, or in any way related to the transactions contemplated by this Agreement.

13.09 Further Assurances

Each Party will promptly cure any default by it in the execution and delivery of this Agreement, the other Omnibus Agreement Documents or of any the agreements provided for under this Agreement to which it is a party. Each Santacruz Party, at its expense, will promptly execute and deliver to the Glencore Parties, upon request by the Glencore Parties, all such other and further documents, agreements, opinions, certificates and instruments in compliance with, or accomplishment of the covenants and agreements of such Santacruz Party hereunder or more fully to state the obligations of such Santacruz Party as set forth herein or to make any recording, file any notice or obtain any consent, all as may be reasonably necessary or appropriate in connection therewith.

13.10 Time of the Essence

Time is of the essence of this Agreement.

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13.11 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to conflicts of law rules.

13.12 Arbitration

(1) Any dispute, controversy, claim or breach based upon, arising out of or relating in any way to this Agreement including any dispute, controversy, claim or breach concerning the construction, validity, interpretation, enforceability or breach of this Agreement, shall be exclusively resolved by binding arbitration upon a Party’s submission of the dispute, controversy, claim or breach to arbitration except a Party may seek interim injunctive relief or specific performance from a court if in its judgment such action is necessary to avoid irreparable damage. For the purpose of such legal Proceedings, the courts of the Province of British Columbia will have jurisdiction to entertain any action based upon, arising out of or relating in any way to this Agreement and each Party attorns to the jurisdiction of the courts of the Province of British Columbia.

(2) For the avoidance of doubt, other than as set forth in Section 13.12(1), the arbitrators selected in accordance with Section 13.12(4) shall retain exclusive jurisdiction to deal with any dispute, controversy, claim or breach based upon, arising out of or relating in any way to this Agreement, including implementation of a non-appealable final order, decree or judgment of a court with respect to the Proceedings contemplated by Section 13.12(1).

(3) In the event of a dispute, controversy, claim or breach based upon, arising out of or relating in any way to this Agreement, the complaining Party shall notify the other Parties in writing thereof. Within 30 days of such notice, management level representatives of the Parties shall confer to attempt to resolve the dispute, controversy, claim or breach in good faith. Should the dispute, controversy, claim or breach not be resolved within 30 days after such notice, the complaining Party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the dispute, controversy, claim or breach in question has arisen, and in no event shall it be made after two years from when the aggrieved Party knew or should have known of the dispute, controversy, claim or breach.

(4) The arbitration shall be conducted by three arbitrators. The Glencore Parties (on the one hand) and the Santacruz Parties (on the other hand) shall each select one arbitrator within ten days of commencement of the arbitration who shall serve as a neutral arbitrator and the two designated arbitrators shall select a third neutral arbitrator within 20 days of their selection. If the two arbitrators cannot agree on selection of a third arbitrator within 20 days of their appointment, the Supreme Court of British Columbia on the application of either the Glencore Parties (on the one hand) or the Santacruz Parties (on the other hand) shall select such arbitrator in accordance with the terms of this Agreement.

(5) Each arbitrator shall have a minimum of ten years’ recognized experience in commercial arbitration involving mining and resource disputes.

(6) The arbitration shall be conducted in the English language and in accordance with the UNCITRAL Arbitration Rules.

(7) The arbitration shall be seated in Vancouver, British Columbia.

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(8) The laws of the Province of British Columbia and the laws of Canada applicable therein, shall be applied in any arbitration Proceedings, without reference to conflicts of law rules.

(9) Except as may be required by Applicable Law (but for the avoidance of doubt subject to the restrictions on disclosure of information between the Parties and their respective Affiliates), neither a Party nor its Representatives may disclose the existence, content, or results of any arbitration under this Agreement without the prior written consent of all Parties.

(10) The arbitration award shall be final and binding on the Parties, and judgment on the award may be entered by any court of competent jurisdiction.

13.13 Appointment of Agent for Service

The Glencore Parties hereby irrevocably appoint McCarthy Tétrault LLP located at 745 Thurlow Street, Suite 2400, Vancouver, BC V6E 0C5, as agent for service of process in the courts the Province of British Columbia for the purpose of Section 13.13. Such service may be made by delivering a copy of any documents by which any action, application, reference or other Proceeding based upon, arising out of or relating in any way to this Agreement is commenced. Such service may be made by delivering a copy of such documents to the Glencore Parties in the care of McCarthy Tétrault LLP’s above address and the Glencore Parties irrevocably authorize and direct McCarthy Tétrault LLP to accept such service on its behalf such notices upon the Sellers will be accepted by McCarthy Tétrault LLP as sufficient service.

13.14 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

13.15 Electronic Execution

Delivery of an executed signature page to this Agreement by any Party by electronic transmission shall be as effective as delivery of a manually executed copy of this Agreement by such Party.

[ Signature page follows .]

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

Per: /s/ "Arturo Prestamo Elizondo" Name: Arturo Prestamo Elizondo Title: CEO, Executive Chairman and Director

Per: /s/ "Barry Girling" Name: Barry Girling Title: Director

SINCHI WAYRA S.A.

/s/ "Eduardo Torrecillas" Per: Name: Eduardo Torrecillas Title: CEO Per: /s/ "Arturo Prestamo Elizondo" Name: Arturo Prestamo Elizondo Title: Authorized Signatory

EMPRESA MINERA SAN LUCAS S.A.

Per: /s/ "Eduardo Torrecillas" Name: Eduardo Torrecillas Title: CEO /s/ "Arturo Prestamo Elizondo" Per: Name: Arturo Prestamo Elizondo Title: Authorized Signatory

KEMPSEY S.A.

Per: /s/ "Arturo Prestamo Elizondo" Name: Arturo Prestamo Elizondo Title: Authorized Signatory Per: /s/ "Jorge Luis Rodriguez" Name: Jorge Luis Rodriguez Title: Director / President

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LEWRON METALS LTD

Per: /s/[ "Arturo Prestamo Elizondo"] Name: Title:

Per:

Name: Title:

IRIS MINES AND METALS S.A.

Per: /s/[ "Arturo Prestamo Elizondo"] Name: Title:

Per: [/s/ "Jorge Luis Rodriguez"] Name: Jorge Luis Rodriguez Title: Director / President

SHATTUCK TRADING CO. INC.

Per: /s/[ "Arturo Prestamo Elizondo"] Name: Title:

Per: [/s/ "Jorge Luis Rodriguez"] Name: Jorge Luis Rodriguez Title: Director / President

LAIKRA LIMITED

Per: /s/[ "Arturo Prestamo Elizondo"] Name: Title:

Per:

Name: Title:

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APAMERA LIMITED

Per: /s/[ "Arturo Prestamo Elizondo"] Name: Title:

Per:

Name: Title:

SOCIEDAD MINERA ILLAPA S.A.

Per: [/s/ "Eduardo Torrecillas"] Name: Eduardo Torrecillas Title: CEO Per: /s/[ "Arturo Prestamo Elizondo"] Name: Title:

COMPAÑÍA MINERA CONCEPCIÓN S.A.

Per: [/s/ "Eduardo Torrecillas"]

Name: Eduardo Torrecillas Title: CEO Per: /s/[ "Arturo Prestamo Elizondo"] Name: Title:

COMPLEJO METALÚRGICO VINTO S.A.

Per: [/s/ "Eduardo Torrecillas"]

Name: Eduardo Torrecillas Title: CEO Per: /s/[ "Arturo Prestamo Elizondo"] Name: Title:

38 -

COMPAÑÍA MINERA COLQUIRI S.A.

Per: [/s/ "Eduardo Torrecillas"]

Name: Eduardo Torrecillas Title: CEO Per: [/s/ "Arturo Prestamo Elizondo"] Name: Title:

COMPLEJO METALÚRGICO VINTO S.A.

Per: [/s/ "Eduardo Torrecillas"] Name: Eduardo Torrecillas Title: CEO

Per: [/s/ "Arturo Prestamo Elizondo"] Name: Title:

SOCIEDAD MINERO METALURGICO RESERVA LTDA.

Per: [/s/ "Eduardo Torrecillas"] Name: Eduardo Torrecillas Title: CEO Per: [/s/ "Arturo Prestamo Elizondo"] Name: Title:

GLENCORE FINANCE (BERMUDA) LTD.

Per: [/s/ "][John Burton]["]

Name: John Burton

Title: Director

Per: [/s/ "][Swa][p][na Mathew"] Name: Swapna Mathew Title: Director

39 -

GLENCORE INTERNATIONAL AG

Per: [/s/ "][John Burton]["] Name: �� Title: �� Per: [/s/ "][Peter Friedli]["] Name: �� Title: ��

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SCHEDULE A FORM OF AMENDED AND RESTATED OMNIBUS SECURITY AGREEMENT

AMENDED AND RESTATED SECURITIES PLEDGE AGREEMENT

THIS AGREEMENT is made as of October 3, 2024 by SANTACRUZ SILVER MINING LTD. (the “ Parent ”), SINCHI WAYRA, S.A. (the “ Bolivian Borrower ”), EMPRESA MINERA SAN LUCAS S.A. (the “ Working Capital Facility Borrower ”) and EACH OF THE OTHER PLEDGORS SIGNATORY HERETO OR THAT HEREAFTER BECOMES A PARTY HERETO FROM TIME TO TIME pursuant to Section 5.01 (together with the Parent, the Bolivian Borrower and the Working Capital Facility Borrower, each a “ Pledgor ” and collectively, the “ Pledgors ”) in favour of GLENCORE INTERNATIONAL AG , a company organized under the laws of Switzerland (together with its successors, the “ Secured Party ”).

WHEREAS the Parent, the Bolivian Borrower and the Secured Party, among others, entered into the term facility agreement made as of March 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Term Facility Agreement ”), pursuant to which the Secured Party established a certain credit facility in favour of the Parent and the Bolivian Borrower;

AND WHEREAS the Parent, the Working Capital Facility Borrower and the Secured Party, among others, entered into the working capital facility agreement made as of March 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Working Capital Facility Agreement ”), pursuant to which the Secured Party has established a certain credit facility in favour of the Working Capital Facility Borrower;

AND WHEREAS in connection with the Term Facility Agreement and the Working Capital Facility Agreement, the Pledgors entered into a securities pledge agreement dated as of March 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Original Pledge Agreement ”) in favour of the Secured Party, pursuant to which the Pledgors granted a security interest in and pledged the Collateral (as defined therein) to the Secured Party to secure the payment and performance of the Obligations (as defined therein);

AND WHEREAS pursuant to the omnibus agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Omnibus Agreement ”) between, among others, the Parent, the Secured Party and Glencore Finance (Bermuda) Ltd. (“ Glencore Finance ”), the parties thereto have agreed to, among other things, terminate certain Transaction Documents in accordance with the terms and conditions set forth therein;

AND WHEREAS pursuant to the Omnibus Agreement, the parties thereto have acknowledged and agreed the Working Capital Facility Agreement expired and terminated prior to the date thereof;

AND WHEREAS each of the Pledgors wishes to amend and restate the Original Pledge Agreement on the terms hereof to be effective as of the date first above written by entering into this Agreement;

AND WHEREAS each of the Pledgors has duly authorized the execution, delivery and performance of this Agreement;

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NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.01 Definitions

Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein (including the preamble and the recitals) which are not otherwise defined herein shall have the meanings provided in (a) the Term Facility Agreement, and (b) if not defined in the Term Facility Agreement, the Omnibus Agreement. In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“ Agreement ” means this amended and restated securities pledge agreement, including its recitals and schedules.

“ Collateral ” has the meaning ascribed thereto in Section 2.01.

“ Delivery ” and the corresponding term “ Delivered ” when used with respect to Collateral means:

(1) in the case of Collateral constituting certificated securities, transfer thereof to the Secured Party or its nominee by physical delivery of the security certificates to the Secured Party or its nominee, such Collateral to be (i) endorsed for transfer, (ii) accompanied by stock powers of attorney duly executed in blank, or (iii) accompanied by endorsements in guarantee or such other acts and/or instruments (even if eventually any Collateral is dematerialized) as may be required by the Secured Party to create or perfect a first priority security interest in any such Collateral, in each case, in form and content satisfactory to the Secured Party;
(2) in the case of Collateral constituting uncertificated securities, (i) registration thereof on the books and records of the issuer thereof (or in the applicable correspondent entity if any Collateral is dematerialized) in the name of the Secured Party or its nominee or (ii) the execution and delivery by the issuer thereof of an effective agreement (each, an “ Issuer Control Agreement ”) in form and substance satisfactory to the Secured Party, pursuant to which such issuer agrees that it will comply with instructions originated by the Secured Party or its nominee without further consent of the Pledgor that is the owner thereof or any other person; and
(3) in each case such additional or alternative procedures as may be required by the Secured Party to grant control of, or otherwise perfect a first priority security interest in, any Collateral in favour of the Secured Party or its nominee (including, to the extent required by the Secured Party, pertinent acts, registration or recordation of Delivery of any Collateral in the share ledgers of applicable issuers thereof or applicable correspondent entities if any Collateral is dematerialized).

“ Events of Default ” means the Omnibus Agreement Events of Default, and an “ Event of Default ” means any of them.

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“ Issuer Control Agreement ” has the meaning ascribed thereto in clause (2) of the definition of “Delivery”.

“ Obligations ” means, collectively: (a) the Term Facility Obligations and (b) the Omnibus Agreement Obligations.

“ Omnibus Agreement Event of Default ” means “Event of Default” as such term is defined in the Omnibus Agreement.

“ Omnibus Agreement Obligations ” means “Continuing Obligations” as such term is defined in the Omnibus Agreement.

“ Original Pledge Agreement ” has the meaning ascribed thereto in the recitals.

“ Parent Limited Recourse Principle ” has the meaning ascribed thereto in the Term Facility Agreement.

“ Pledged Issuer ” has the meaning ascribed thereto in Section 4.09.

“ Pledged Shares ” has the meaning ascribed thereto in Section 2.01(1).

“ Term Facility Obligations ” means “Obligations” (as such term is defined in the Term Facility Agreement) of the Pledgors that, at any time and from time to time, arise under, in respect of or in connection with the Specified Surviving Provisions relating to the Term Facility Agreement.

Terms defined in the Personal Property Security Act (British Columbia) (“ PPSA ”) or the Securities Transfer Act (British Columbia) (“ STA ”) and used but not otherwise defined in this Agreement have the same meanings (whether or not capitalized). For greater certainty, the terms “money” and “proceeds” have the meanings given to them in the PPSA; and the terms “certificated security”, “control”, “entitlement holder”, “issuer”, “issuer’s jurisdiction”, “securities account”, “securities intermediary”, “securities intermediary’s jurisdiction”, “security”, “security certificate”, “security entitlement” and “uncertificated security” have the meanings given to them in the STA.

1.02 Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles, Sections and Schedules to this Agreement.

1.03 Extended Meanings

In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders. The term “including” means “including without limiting the generality of the foregoing”. A reference to any agreement, instrument or declaration means such agreement, instrument or declaration as the same may be amended, supplemented, modified, restated or replaced from time to time.

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1.04 Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulation made thereunder.

1.05 Schedules

The following schedules attached to this Agreement shall, for all purposes of this Agreement, form an integral part of this Agreement:

Schedule 2.01(1) – List of Equity Interests.

Schedule 5.01 – Form of Joinder Agreement.

ARTICLE 2 GRANT OF SECURITY INTEREST AND PLEDGE

2.01 Grant and Pledge of Collateral

As general and continuing collateral security for the payment and performance of the Obligations, each Pledgor hereby grants to the Secured Party a security interest in, and pledges to the Secured Party, all right, title and interest of such Pledgor in and to, the following, whether now owned or existing or hereafter from time to time acquired, by way of amalgamation or otherwise (collectively, the “ Collateral ”):

(1) all Equity Interests owned by such Pledgor in any Restricted Subsidiary, including the Equity Interests described in Schedule 2.01(1), as such Schedule may be amended, supplemented or modified from time to time in accordance with this Agreement (collectively, the “ Pledged Shares ”), all security certificates, if any, and other instruments (even if such Pledged Shares are eventually dematerialized) evidencing or representing such Pledged Shares, and all dividends, interest, distributions, cash, instruments and whatever other property, income, profits and proceeds from time to time received or receivable upon or otherwise distributed or distributable in respect of or in exchange for any and all of the foregoing;
(2) all additional or substitute shares of capital stock or other Equity Interests of any class of any Restricted Subsidiary from time to time issued to or otherwise acquired by such Pledgor in any manner in respect of Pledged Shares, the security certificates, if any, and other instruments (including the proper actions even if any of the Collateral is eventually dematerialized) representing such additional or substitute shares, and all dividends, interests, distributions, cash, instruments and other property, income, profits and proceeds from time to time received or receivable upon or otherwise distributed or distributable in respect of or in exchange for any or all of such additional or substitute shares;
(3) all substitutions and replacements of, increases and additions to the property described in Sections 2.01(1) and (2), including any consolidation, subdivision, reclassification or stock dividend; and
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(4) all proceeds in respect of the foregoing and all rights and interest of such Pledgor in respect thereof or evidenced thereby, including all money received or receivable from time to time by such Pledgor in connection with the sale of any of the foregoing.

2.02 Security Interest Absolute

The security interests granted hereby and all rights of the Secured Party hereunder and all obligations of each Pledgor hereunder are unconditional and absolute and independent and separate from any other security for the Obligations, whether executed by such Pledgor or any other person.

2.03 Continuing Liability of the Pledgors

This Agreement and the security interest granted hereby is granted as collateral security only and will not subject the Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Pledgor with respect to any of the Collateral or any transaction in connection therewith.

2.04 Delivery of Collateral

Except to the extent Delivered to the Secured Party or its nominee prior to the date hereof, all Collateral must be Delivered immediately to the Secured Party or its nominee.

2.05 Subsequently Acquired Collateral

To the extent any Pledgor acquires, by way of amalgamation or otherwise, any additional Collateral at any time or from time to time after the date hereof, such Collateral will automatically (and without any further action being required to be taken by the Secured Party) be subject to the security interest and pledge created hereby. Each Pledgor will take, or cause to be taken, as promptly as practicable and, in any event within three (3) days after it obtains such additional Collateral, all steps and actions as the Secured Party deems necessary or advisable to ensure that the additional Collateral is Delivered to the Secured Party, together with an updated Schedule 2.01(1).

2.06 Attachment of Security Interest

Each Pledgor acknowledges and agrees that the security interest hereby created attaches upon the execution of this Agreement by such Pledgor (or in the case of any after acquired property, at the time of acquisition by such Pledgor of any rights therein), that value has been given by the Secured Party and that such Pledgor has, or in the case of after acquired property will have, rights in the Collateral or the power to transfer rights in the Collateral to the Secured Party.

2.07 Secured Party

Each Pledgor acknowledges and agrees that, notwithstanding anything to the contrary herein or any other Omnibus Agreement Document, (a) the security interest created under this Agreement is granted by the Pledgors in favour of the Secured Party, for the benefit of the Secured Party and Glencore Finance, (b) the Secured Party holds, and shall be deemed to hold, the Collateral and the security interest created hereby on behalf of and for the benefit of the

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Secured Party and Glencore Finance, (c) the security interest created hereby secures the Obligations owing to the Secured Party and Glencore Finance, and (d) Glencore Finance is vested with the rights and remedies which could have been exercised by the Secured Party in respect of each Pledgor or the Collateral and such other powers and discretions as are granted to Glencore Finance by the Secured Party in its sole discretion.

ARTICLE 3 DEALING WITH COLLATERAL

3.01 Rights and Duties of the Secured Party

(1) The Secured Party may perform any of its rights and duties hereunder by or through agents and is entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its rights and duties hereunder.
(2) In the holding of the Collateral, the Secured Party and any nominee on its behalf is only bound to exercise the same degree of care as it would exercise with respect to similar property of its own of similar value held in the same place. The Secured Party and any nominee on its behalf will be deemed to have exercised reasonable care with respect to the custody and preservation of the Collateral if it takes such action for that purpose as the relevant Pledgor reasonably requests in writing, but failure of the Secured Party or its nominee to comply with any such request will not of itself be deemed a failure to exercise reasonable care.

3.02 Voting Rights

(1) Subject to the provisions of Section 3.02(2), each Pledgor is entitled to exercise with respect to the Collateral owned by it, either directly or, if such Collateral is registered in the name of the Secured Party or its nominee, by power of attorney or proxy, all the rights and powers of a holder of such Collateral, including the right to vote from time to time exercisable in respect of such Collateral and to give proxies, consents, ratifications and waivers in respect thereof. No such action may be taken if it would be prejudicial to the interests of the Secured Party or would violate or be inconsistent with any of the Omnibus Agreement, the Specified Surviving Provisions relating to the Term Facility Agreement or the other Omnibus Agreement Documents or would have the effect of reducing the value of the Collateral as security for the Obligations or imposing any restriction on the transferability of any of the Collateral.
(2) Upon the occurrence of an Event of Default and the exercise by the Secured Party of any of its rights and remedies under Section 4.02, the Secured Party may give any or all of the Pledgors a notice prohibiting such Pledgor or Pledgors from exercising the rights and powers of a holder of the Collateral, including the right to vote the Collateral, at which time all such rights of such Pledgor or Pledgors will cease immediately and the Secured Party will have the right to exercise the rights and powers related to such Collateral, including the right to vote.
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3.03 Dividends and Interest Payments

(1) Subject to the provisions of Section 3.03(2), the relevant Pledgor is entitled to receive all dividend payments or other distributions or interest payments in respect of the Collateral. If the Collateral has been registered in the name of the Secured Party or its nominee, the Secured Party will execute and deliver (or cause to be executed and delivered) to the relevant Pledgor all directions and other instruments as such Pledgor may request for the purpose of enabling such Pledgor to receive the dividends or other payments that such Pledgor is authorized to receive pursuant to this Section 3.03(1).
(2) Upon the occurrence of an Event of Default and the exercise by the Secured Party of any of its rights and remedies under Section 4.02, all rights of the Pledgors pursuant to Section 3.03(1) will cease, and all such rights will thereupon become vested in the Secured Party, and the Secured Party will have the sole and exclusive right and authority to receive and retain all payments that any Pledgor would otherwise be authorized to retain pursuant to Section 3.03(1). All money and other property received by the Secured Party pursuant to the provisions of this Section 3.03(2) may be applied on account of the Obligations or may be retained by the Secured Party as additional Collateral hereunder and be applied in accordance with the provisions of the Omnibus Agreement or in such manner as determined by the Secured Party in its sole discretion. All payments which are received by any Pledgor contrary to the provisions of this Section 3.03(2) will be held by such Pledgor in trust for the benefit of the Secured Party, will be segregated from other property or funds of such Pledgor and will be forthwith Delivered to the Secured Party or its nominee to hold as Collateral.

ARTICLE 4 DEFAULT AND REMEDIES

4.01 Consequences of a Default

Upon and after the occurrence of an Event of Default that has not been either cured or waived in accordance with the provisions of the Omnibus Agreement, at the option of the Secured Party, (a) any or all of the Obligations not yet payable will become immediately due and payable or be subject to immediate performance, as the case may be, without presentment, protest, notice of protest or notice of dishonour, all of which are expressly waived, (b) the obligation, if any, of the Secured Party to extend further credit to any of the Restricted Parties will cease and (c) the security granted hereby will become immediately enforceable.

4.02 Remedies

In addition to any right or remedy provided by herein, by Applicable Law or any other agreement (including the right to instructions or a notice of exclusive control to an issuer subject to an Issuer Control Agreement), on or after the occurrence of an Event of Default that has not been either cured or waived in accordance with the provisions of the Omnibus Agreement, the Secured Party will have the rights and remedies set out below, all of which may be enforced successively, concurrently or both:

(1) transfer any part of the Collateral into the name of the Secured Party or its nominee;
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(2) vote any of the Collateral (whether or not registered in the name of the Secured Party or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof;
(3) exercise all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to any of the Collateral, including the right to exchange at its discretion any of the Collateral upon the amalgamation, arrangement, merger, consolidation or other reorganization of the issuer of the Collateral, all without liability except to account for property actually received by the Secured Party;
(4) from time to time realize upon, collect, sell, transfer, assign, give options to purchase or otherwise dispose of and deliver any Collateral in such manner as may seem advisable to the Secured Party but subject to the requirements set out in Applicable Law. For such purposes each requirement relating thereto and prescribed by Applicable Law or otherwise save and except the requirements of Applicable Law is hereby waived by each Pledgor to the fullest extent permitted by Applicable Law and in any offer or sale of any of the Collateral the Secured Party is authorized to comply with any limitation or restriction in connection with such offer or sale as the Secured Party may be advised by counsel is necessary in order to avoid any violation of Applicable Laws, or in order to obtain any required approval of the sale or of the purchase by any Governmental Authority. Such compliance will not result in such sale being considered or deemed not to have been made in a commercially reasonable manner nor will the Secured Party be liable or accountable to a Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction;
(5) purchase any of the Collateral, whether in connection with a sale made under the power of sale herein contained or pursuant to judicial proceedings or otherwise;
(6) accept the Collateral in satisfaction of the Obligations in accordance with Applicable Law upon notice to the relevant Pledgor of its intention to do so in the manner provided by Applicable Law;
(7) appoint by instrument in writing of a receiver (which term as used in this Agreement includes a receiver and manager) (each herein referred to as the “Receiver”) or agent of all or any part of the Collateral and removal or replacement from time to time of any Receiver or agent;
(8) institute proceedings in any court of competent jurisdiction for the appointment of a Receiver of all or any part of the Collateral; and
(9) any other remedy or proceeding authorized or permitted under the PPSA or otherwise by Applicable Laws or equity.

Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event of a conflict between the provisions of this Agreement and Part 5 of the PPSA, the provisions of Part 5 of the PPSA will prevail and the provisions of this Agreement will be deemed to be amended to the extent necessary to eliminate such conflict. In particular, if any right or remedy is available to the Secured Party or any Pledgor, as applicable, under any Applicable Law but is prohibited

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under Part 5 of the PPSA, such right or remedy will be prohibited and will not be available to the Secured Party or such Pledgor to the fullest extent permitted by such Applicable Law.

4.03 Exercise of Remedies

The remedies under Section 4.02 may be exercised on or after the occurrence of any Event of Default that has not been either cured or waived in accordance with the provisions of the Omnibus Agreement, from time to time separately or in combination and are in addition to, and not in substitution for, any other rights of the Secured Party however arising or created. The Secured Party is not bound to exercise any right or remedy, and the exercise of rights and remedies is without prejudice to the rights of the Secured Party in respect of the Obligations including the right to claim for any deficiency.

4.04 Powers of the Receiver

(1) Any Receiver appointed by the Secured Party is vested with the rights and remedies which could have been exercised by the Secured Party in respect of each Pledgor or the Collateral and such other powers and discretions as are granted in the instrument of appointment and any supplemental instruments. The identity of the Receiver, its replacement and its remuneration are within the sole and unfettered discretion of the Secured Party.
(2) Any Receiver appointed by the Secured Party will act as agent for the Secured Party for the purposes of taking possession of the Collateral, but otherwise and for all other purposes (except as provided below), as agent for the Pledgors. The Receiver may sell, transfer, deliver or otherwise dispose of Collateral as agent for the Pledgors or as agent for the Secured Party as the Secured Party may determine in its discretion.
(3) The Secured Party, in appointing or refraining from appointing any Receiver, does not incur liability to the Receiver, any Pledgor or otherwise and is not responsible for any misconduct or negligence of such Receiver.

4.05 Dealing with the Collateral by the Secured Party

(1) The Secured Party may (i) grant extensions of time, (ii) take and perfect or abstain from taking and perfecting security, (iii) give up any security, (iv) accept compositions or compromises, (v) grant releases and discharges, and (vi) otherwise deal with each Pledgor and with other persons, sureties or securities, waive rights against any Pledgor, debtors of any Pledgor, guarantors and others and with respect to the Collateral and other security as the Secured Party sees fit. No such action or omission will reduce the Obligations or affect the Secured Party’s rights hereunder.
(2) The Secured Party will not be (i) liable or accountable for any failure to collect, realize or obtain payment in respect of the Collateral, (ii) bound to institute proceedings or take other steps for the purpose of seizing, collecting, enforcing, realizing or obtaining payment with respect to the Collateral or for the purpose of preserving any rights of any persons in respect of the Collateral, (iii) responsible for any loss occasioned by any sale or other dealing with the Collateral or by the retention of or failure to sell or otherwise deal with the Collateral, or (iv) bound to
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protect the Collateral from depreciating in value or becoming worthless. In the exercise of its rights and performance of its obligations, the Secured Party will only be liable for gross negligence or wilful misconduct.

4.06 Standards of Sale

Without prejudice to the ability of the Secured Party to dispose of the Collateral in any manner which is commercially reasonable on or after the occurrence of any Event of Default that has not been either cured or waived in accordance with the provisions of the Omnibus Agreement, each Pledgor acknowledges that:

(1) the Collateral may be disposed of in whole or in part;
(2) the Collateral may be disposed of by public auction, public tender or private contract, with or without advertising and without any other formality;
(3) any assignee of the Collateral may be the Secured Party or any person dealing with the Secured Party;
(4) any sale conducted by the Secured Party will be at such time and place, on such notice and in accordance with such procedures as the Secured Party, in its sole discretion, may deem advantageous;
(5) the Collateral may be disposed of in any manner and on any terms necessary to avoid violation of Applicable Laws (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that the prospective bidders and purchasers have certain qualifications, and restrict the prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of the Collateral) or in order to obtain any required approval of the disposition (or of the resulting purchase) by any Governmental Authority;
(6) a disposition of the Collateral may be on such terms and conditions as to credit or otherwise as the Secured Party, in its sole discretion, may deem advantageous; and
(7) the Secured Party may establish an upset or reserve bid or price in respect of the Collateral.

4.07 Dealings by Third Parties

(1) On or after the occurrence of any Event of Default that has not been either cured or waived in accordance with the provisions of the Omnibus Agreement, no person dealing with the Secured Party, or an agent or Receiver is required to determine (i) whether the security interest created hereby has become enforceable, (ii) whether the powers which such person is purporting to exercise have become exercisable, (iii) whether any money remains due to the Secured Party by the Pledgors or any other person, (iv) the necessity or expediency of the stipulations and conditions subject to which any sale or lease is made, (v) the propriety or regularity of any sale or other dealing by the Secured Party with the Collateral, or (vi) how any money paid to the Secured Party has been applied.
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(2) On or after the occurrence of any Event of Default that has not been either cured or waived in accordance with the provisions of the Omnibus Agreement, any bona fide purchaser of all or any part of the Collateral from the Secured Party or any Receiver or agent will hold the Collateral absolutely, free from any claim or right of whatever kind, including any equity of redemption, of each of the Pledgors, which it specifically waives (to the fullest extent permitted by Applicable Law) as against any such purchaser together with all rights of redemption, stay or appraisal which each Pledgor has or may have under any rule of law or statute now existing or hereafter adopted.

4.08 Proceeds of Realization

The Secured Party may apply any proceeds of realization of the Collateral to payment of costs, fees and expenses incurred by or on behalf of the Secured Party in connection with the preparation, execution, perfection, administration and discharge of this Agreement, including those related to the preservation and realization of the Collateral, and the Secured Party may apply any balance of such proceeds to payment of all other Obligations in accordance with the provisions of the Omnibus Agreement. If there is any surplus remaining, the Secured Party may pay it to any person entitled thereto by Applicable Law (including under the PPSA) of whom the Secured Party has knowledge and any balance remaining may be paid to the Pledgor entitled thereto. If the realization of the Collateral fails to satisfy the Obligations of a particular Pledgor and the aforesaid expenses, then each Pledgor will be liable to pay any deficiency to the Secured Party; provided that, any recourse of the Secured Party against the Parent under this Agreement and the other Omnibus Agreement Documents will be subject to the Parent Limited Recourse Principle.

4.09 Transfer Limitation

Notwithstanding any provisions to the contrary contained in this Agreement or any other Omnibus Agreement Document, each Pledgor is as of the date of this Agreement the sole registered and beneficial owner of all Pledged Shares of such Pledgor and will remain so until such time as such Pledged Shares are fully and effectively transferred into the name of the Secured Party or its nominee on the books and records of the applicable issuer of such Pledged Shares (a “ Pledged Issuer ”) or in the applicable correspondent entity if the relevant Collateral is dematerialized. Nothing in this Agreement or any other Omnibus Agreement Document is intended to or shall constitute the Secured Party or any person (other than a Pledgor) to be a shareholder of any Pledged Issuer until such time as written notice is given by the Secured Party to the applicable Pledgor and all further steps are taken so as to register the Secured Party or its nominee as shareholder of the Pledged Shares. The granting of the pledge and security interest pursuant to Section 2.01 does not make the Secured Party a successor to any Pledgor as a shareholder of any Pledged Issuer, and neither the Secured Party nor any of its nominees shall be deemed to become a shareholder of any Pledged Issuer by accepting this Agreement or exercising any right granted herein unless and until such time, if any, when the Secured Party or its nominee expressly becomes a registered shareholder of such Pledged Issuer. To the extent any provision hereof would have the effect of constituting the Secured Party to be a shareholder of any Pledged Issuer prior to such time, such provision shall be severed herefrom and ineffective with respect to the relevant Pledged Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral other than such Pledged Shares. Notwithstanding anything herein to the contrary, the Secured Party shall not be deemed to have assumed or otherwise become liable for any debts or obligations of any Pledged Issuer. Except upon the exercise by the Secured Party

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of rights to sell or otherwise dispose of the Pledged Shares (or any of them) or other remedies following the occurrence and during the continuance of an Event of Default, each applicable Pledgor shall not cause or permit, or enable any Pledged Issuer in which it holds the relevant Pledged Shares to cause or permit, the Secured Party to: (a) be registered as a shareholder of such Pledged Issuer; (b) have any notation entered or entry made in the share register of such Pledged Issuer specifying that such Pledgor is the registered shareholder of such Pledged Issuer; (c) be held out as shareholder of such Pledged Issuer; or (d) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder of such Pledged Issuer.

ARTICLE 5 GENERAL

5.01 Additional Pledgors

If, as required pursuant to the Omnibus Agreement and the Specified Surviving Provisions relating to the Term Facility Agreement, any person that is not a Pledgor is to become a Pledgor hereunder, such person shall execute and deliver to the Secured Party a joinder agreement substantially in the form of Schedule 5.01 to this Agreement, and shall thereafter for all purposes be a Pledgor and a party hereto and have the same rights, benefits and obligations as a Pledgor party hereto on the Closing Date.

5.02 Benefit of the Agreement

This Agreement will be binding upon the successors of each Pledgor and will enure to the benefit of the Secured Party and its successors and assigns.

5.03 Assignment

The rights of the Secured Party under this Agreement may be assigned by the Secured Party in accordance with the provisions of the Omnibus Agreement. No Pledgor may assign its obligations under this Agreement without the prior written consent of the Secured Party.

5.04 Entire Agreement

This Agreement is and shall for all purposes be deemed to be an amendment and restatement of the provisions of the Original Pledge Agreement and cancels and supersedes all prior agreements and any prior understandings between the parties hereto with respect thereto. This Agreement does not constitute a novation of the Original Pledge Agreement. This Agreement together with any Issuer Control Agreement Delivered to the Secured Party pursuant to the terms hereof constitutes the entire agreement between each Pledgor and the Secured Party with respect to the subject matter hereof and cancel and supersede any prior understandings and agreements between the parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Secured Party and any Pledgor with respect to the subject matter hereof except as expressly set forth in this Agreement, in any Issuer Control Agreement, in the Omnibus Agreement and in the Specified Surviving Provisions relating to the Term Facility Agreement. The Secured Party will not be bound by any representations or promises made by any Pledgor to any other Pledgor. The parties hereto acknowledge and agree that (a) the Original Pledge Agreement and the security granted by the Pledgors thereunder continued in full force and effect, and had not been terminated, discharged or released, notwithstanding the termination of the Working Capital Facility Agreement, and (b) this Agreement is, and shall be deemed to be, entered into by the

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parties hereto immediately prior to the termination of the Term Facility Agreement in accordance with the Omnibus Agreement.

5.05 Amendments and Waivers

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by each Pledgor and the Secured Party. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the Secured Party and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.

5.06 Severability

If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to the Secured Party.

5.07 Notices

Any demand, notice or other communication to be given under this Agreement to any Pledgor or the Secured Party shall be effective if given in accordance with the provisions of the Omnibus Agreement, as to the giving of notice to each, and each Pledgor and the Secured Party may change their respective address for notices in accordance with the said provisions.

5.08 Additional Continuing Security

This Agreement and the security interest, assignment and charge granted hereby are in addition to and not in substitution for any other security now or hereafter held by the Secured Party and this Agreement is a continuing agreement and security that will remain in full force and effect until discharged by the Secured Party.

5.09 Remedies Cumulative

The rights and remedies of the Secured Party hereunder are cumulative and are in addition to and not in substitution for any other security now or hereafter held by the Secured Party or any other rights or remedies available at law or in equity or otherwise. A failure or delay on the part of the Secured Party in exercising a right under this Agreement does not operate as a waiver of, or impair any right of the Secured Party however arising. No single or partial exercise by the Secured Party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which the Secured Party may be entitled. This Agreement is a continuing agreement and security that will remain in full force and effect until discharged by the Secured Party.

5.10 No Merger, Survival of Representations and Warranties

This Agreement does not operate by way of merger of any of the Obligations and no judgment recovered by the Secured Party will operate by way of merger of, or in any way affect, the security interest created hereby, which is in addition to, and not in substitution for, any other security now or hereafter held by the Secured Party in respect of the Obligations. The

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representations, warranties and covenants of the Pledgors in this Agreement survive the execution and delivery of this Agreement and any advances under the Term Facility Agreement. Notwithstanding any investigation made by or on behalf of the Secured Party, such covenants, representations and warranties continue in full force and effect.

5.11 Further Assurances

Each Pledgor must at its expense from time to time do, execute and deliver, or cause to be done, executed and delivered, all such further documents and instruments, including financing statements, schedules, powers of attorney, further assignments, documents and agreements, and do all acts, matters and things as the Secured Party may reasonably request to effectively carry out or better evidence or perfect the security granted hereby and the full intent and meaning of this Agreement or for the purpose of establishing compliance with the representations, warranties and covenants herein contained.

5.12 Power of Attorney

Each Pledgor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof the true and lawful attorney of such Pledgor upon the occurrence of an Event of Default that is continuing, with full power of substitution, to all things and execute and deliver all such statements, assignments, documents, agreements, acts, matters or things, including financing statements and schedules, as are referred to in Section 5.11 above, with the right to use the name of such Pledgor whenever and wherever the officer or agent may deem necessary or expedient and from time to time to exercise all rights and powers and to perform all acts of ownership in respect to the Collateral in accordance with this Agreement, such power being coupled with an interest.

5.13 Discharge

Upon full and irrevocable payment, performance and satisfaction of all of the Obligations that are in the nature of payment obligations and are capable of being discharged by the payment of cash, and the termination of the Omnibus Agreement, the Secured Party shall, upon a request by a Pledgor in writing and at the sole cost and expense of such Pledgor, cancel and discharge the security interests of such Pledgor hereunder, execute and deliver to such Pledgor such documents as shall be requisite to discharge such security interests, return to such Pledgor any Collateral constituting certificated securities together with any corresponding stock powers of attorney or other applicable instruments previously Delivered to the Secured Party pursuant to this Agreement, and, if the relevant Collateral has been dematerialized, cause the proper registrations in the applicable correspondent entity to be cancelled. No discharge will be effective unless in writing and executed by the Secured Party.

5.14 Governing Law

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

5.15 Submission to Jurisdiction

Each of the Pledgors irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Province of British Columbia, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or

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for recognition or enforcement of any judgment, and each of the Pledgors irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in such court. Each of the Pledgors agrees that a final, non-appealable 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 Applicable Law. Nothing in this Agreement or in any other Omnibus Agreement Document shall affect any right that the Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Omnibus Agreement Document against any Pledgor or its properties in the courts of any jurisdiction.

5.16 Conflict

In the event of any conflict between the provisions hereof and the provisions of the Omnibus Agreement or the Specified Surviving Provisions relating to the Term Facility Agreement, as applicable, then, notwithstanding anything contained in this Agreement, the provisions contained in the Omnibus Agreement or the Specified Surviving Provisions relating to the Term Facility Agreement, as applicable, shall prevail and the provisions of this Agreement will be deemed to be amended to the extent necessary to eliminate such conflict. If any act or omission of a Pledgor is expressly permitted under the Omnibus Agreement or the Specified Surviving Provisions relating to the Term Facility Agreement, as applicable, but is expressly prohibited hereunder, such act or omission shall be permitted. If any act or omission is expressly prohibited hereunder, but the Omnibus Agreement or the Specified Surviving Provisions relating to the Term Facility Agreement, as applicable, does not expressly permit such act or omission, or if any act is expressly required to be performed hereunder but the Omnibus Agreement or the Specified Surviving Provisions relating to the Term Facility Agreement, as applicable, does not expressly relieve a Pledgor from such performance, such circumstance shall not constitute a conflict between the applicable provisions hereof and the provisions of the Omnibus Agreement or the Specified Surviving Provisions relating to the Term Facility Agreement, as applicable.

5.17 Counterparts

This Agreement may be signed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.

5.18 Electronic Execution

This Agreement may be signed by way of associating or otherwise appending an electronic signature (including, without limitation, by way of. PDF or DocuSign) of the applicable signatory and the words “execution”, “signed”, “signature”, and words of like import in this Agreement shall be deemed to include electronic signature, which shall be of the same legal effect, validity or enforceability as a manually executed signature.

5.19 Amalgamation

Each Pledgor acknowledges and agrees that in the event it amalgamates with any other corporation or corporations, it is the intention of the parties that the security interest created hereby (a) extends to: (i) all of the property and undertaking that any of the amalgamating corporations then owns, (ii) all of the property and undertaking that the amalgamated corporation thereafter acquires, (iii) all of the property and undertaking in which any of the amalgamating corporations then has any interest, and (iv) all of the property and undertaking in which the

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amalgamated corporation thereafter acquires any interest; and (b) secures the payment and performance of all Obligations, at any time or from time to time due or accruing due and owing by or otherwise payable by each of the amalgamating corporations and the amalgamated corporation to the Secured Party under the Omnibus Agreement Documents, in any currency, however or wherever incurred, and whether incurred alone or jointly with another or others and whether as principal, guarantor or surety and whether incurred prior to, at the time of or subsequent to the amalgamation. The security interest herein attaches to the additional collateral at the time of amalgamation and to any collateral thereafter owned or acquired by the amalgamated corporation when such collateral becomes owned or is acquired. Upon any such amalgamation, the defined term “Pledgor” means, collectively, each of the amalgamating corporations creating such Pledgor and the amalgamated corporation, the defined term “Collateral” means all of the property and undertaking and interests described in clause (a) of this Section 5.19.

5.20 Acknowledgement of Documentation and Consent to Filings

Each Pledgor acknowledges receipt of a true and complete copy of this Agreement, the Omnibus Agreement, the Term Facility Agreement and the other Loan Documents, and all of the terms and conditions thereof. So long as any Pledgor’s obligations hereunder remain undischarged, such Pledgor will assume sole responsibility for keeping itself informed, and requesting and obtaining copies from the Restricted Parties or otherwise, of all amendments, modifications, supplements, restatements and replacements of this Agreement, the Omnibus Agreement, the Term Facility Agreement, and the other Omnibus Agreement Documents and the Secured Party will not have any duty to advise or provide copies to any Pledgor of any such amendments, modifications, supplements, restatements and replacements and, to the extent permitted by Applicable Laws, waives all rights to receive from the Secured Party a copy of any financing statement, financing change statement, or verification statement, filed or issued at any time in respect of this Agreement. Each Pledgor confirms its consent to the filing by the Secured Party or on its behalf of any financing statement or financing change statement filed or issued at any time in respect of this Agreement.

[ Remainder of page intentionally left blank ]

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IN WITNESS WHEREOF each party has signed and delivered this Agreement as of the date first above written.

PLEDGORS:

SINCHI WAYRA, S.A.

By: Name: Title: By: Name: Title:

SANTACRUZ SILVER MINING LTD.

By: Name: Title: By: Name: Title:

KEMPSEY S.A.

By: Name: Title: By: Name: Title:

[Signature Page to Amended and Restated Securities Pledge Agreement]

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PLEDGORS:

LEWRON METALS LTD.

By: Name: Title: By: Name: Title:

IRIS MINES AND METALS S.A.

By: Name: Title: By: Name: Title:

SHATTUCK TRADING CO. INC.

By: Name: Title: By: Name: Title:

LAIKRA LIMITED

By: Name: Title: By: Name: Title:

[Signature Page to Amended and Restated Securities Pledge Agreement]

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PLEDGORS

APAMERA LIMITED

By: Name: Title: By: Name: Title:

SOCIEDAD MINERA ILLAPA S.A.

By: Name: Title: By: Name: Title:

COMPANIA MINERA CONCEPCION S.A.

By: Name: Title: By: Name: Title:

EMPRESA MINERA SAN LUCAS S.A.

By: Name: Title: By: Name: Title:

[Signature Page to Amended and Restated Securities Pledge Agreement]

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PLEDGORS:

SOCIEDAD MINERO METALURGICO RESERVA LTDA.

By: Name: Title: By: Name: Title:

[Signature Page to Amended and Restated Securities Pledge Agreement]

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SCHEDULE 2.01(1)

LIST OF EQUITY INTERESTS

Pledgor	Issuer (Pledged Entity)	Class	Certificate No(s).	Number of Shares, Units or Interest	Percentage of Total Number of Shares, Units or Interest of Issuer
Santacruz Silver Mining Ltd.	Laikra Limited	Common	1	1	100%
Santacruz Silver Mining Ltd.	Apamera Limited	Common	1	100	100%
Santacruz Silver Mining Ltd.	Lewron Metals Ltd	Common	1	1	100%
Santacruz Silver Mining Ltd.	Shattuck Trading Co. Inc.	Common	5	2	100%
Santacruz Silver Mining Ltd.	Kempsey S.A.	Common	2	500	100%
Santacruz Silver Mining Ltd.	Iris Mines and Metals S.A.	Common	2	275’700	100%
Laikra Limited	Sociedad Minera Illapa S.A.	Common Common Common	10 13 16	350 13,920 20,880 (35,150 in total)	1%
Apamera Limited	Sociedad Minera Illapa S.A.	Common Common Common	8 11 14	34,300 1,364,160 2,046,240 (3,444,700 in total)	98%

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Pledgor	Issuer (Pledged Entity)	Class	Certificate No(s).	Number of Shares, Units or Interest	Percentage of Total Number of Shares, Units or Interest of Issuer
Lewron Metals Ltd	Sociedad Minera Illapa S.A.	Common Common Common	9 12 15	350 13,920 20,880 (35,150 in total)	1%
Shattuck Trading Co. Inc.	Sinchi Wayra S.A.	Common Common	3 6	340 1,551 (1,891 in total)	0.0556%
Shattuck Trading Co. Inc.	Empresa Minera San Lucas S.A.	Common	9	2,107	0.2%
Shattuck Trading Co. Inc.	Compania Minera Concepcion S.A.	Common	9	453	0.974%
Kempsey S.A.	Sinchi Wayra S.A.	Common Common	2 5	330 1,505 (1,835 in total)	0.05397%
Kempsey S.A.	Empresa Minera San Lucas S.A.	Common	8	8,432	0.8%
Kempsey S.A.	Compania Minera Concepcion S.A.	Common	10	537	1.155%
Iris Mines and Metals S.A.	Sinchi Wayra S.A.	Common Common	1 4	610,760 2,785,514	99.89%

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Pledgor	Issuer (Pledged Entity)	Class	Certificate No(s).	Number of Shares, Units or Interest	Percentage of Total Number of Shares, Units or Interest of Issuer
				(3,396,274 in total)
Sinchi Wayra S.A.	Empresa Minera San Lucas S.A.	Common	7	1,039,461	98.996%
Sinchi Wayra S.A.	Compania Minera Concepcion S.A.	Common	8	45,501	97.87%
Sinchi Wayra S.A.	Sociedad Minero Metalurgico Reserva Ltda.	BOB100 Quotas	Uncertificated	1,881	99%
Empresa Minera San Lucas S.A.	Sociedad Minero Metalurgico Reserva Ltda.	BOB100 Quotas	Uncertificated	19	1%

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SCHEDULE 5.01

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT , dated as of ●, 20●, is delivered pursuant to Section 5.01 of the Amended and Restated Securities Pledge Agreement, dated as of October 3, 2024, among Santacruz Silver Mining Ltd., Sinchi Wayra, S.A., Empresa Minera San Lucas S.A. and each of the other Pledgors signatory thereto or that thereafter becomes a party thereto as Pledgors in favour of Glencore International AG, a company organized under the laws of Switzerland (together with its successors, the “ Secured Party ”) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Pledge Agreement ”). Capitalized terms used herein without definition are used as defined in the Pledge Agreement.

By executing and delivering this Joinder Agreement, as provided in Section 5.01 of the Pledge Agreement, the undersigned hereby becomes a party to the Pledge Agreement as a Pledgor thereunder with the same force and effect as if originally named as a Pledgor therein and, without limiting the generality of the foregoing, as general and continuing security for the payment and performance of the Obligations, hereby grants to the Secured Party a security interest in, and pledges to the Secured Party all of the undersigned’s Collateral. The undersigned hereby agrees to be bound as a Pledgor for the purposes of the Pledge Agreement.

The information set forth in Exhibit 1 is hereby added to the information set forth in Schedule 2.01(1) to the Pledge Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agrees that this Joinder Agreement may be attached to the Pledge Agreement.

This Joinder Agreement is governed by and will be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

This Joinder Agreement may be signed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. This Joinder Agreement may be signed by way of associating or otherwise appending an electronic signature (including, without limitation, by way of. PDF or DocuSign) of the applicable signatory and the words “execution”, “signed”, “signature”, and words of like import in this Joinder Agreement shall be deemed to include electronic signature, which shall be of the same legal effect, validity or enforceability as a manually executed signature.

[ Remainder of page intentionally left blank ]

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IN WITNESS WHEREOF the parties have signed and delivered this Joinder Agreement as of the date first written above.

ADDITIONAL PLEDGOR:

By: Name: Title: By: Name: Title: Acknowledged by:

SECURED PARTY:

GLENCORE INTERNATIONAL AG

By: Name: Title: By: Name: Title:

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EXHIBIT 1

LIST OF EQUITY INTERESTS

Pledgor	Issuer	Class	Certificate No(s).	Number of Shares, Units or Interest	Percentage of Total Number of Shares, Units or Interest of Issuer
●	●	●	●	●	●%

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SCHEDULE B REPRESENTATIONS AND WARRANTIES

Each Party (in such capacity, the “ Representing Party ”) represents and warrants to the other Parties (and acknowledges and confirms that the other Parties are relying upon such representations and warranties in connection with the entering into of this Agreement) as follows:

Authority and Capacity

(1) The Representing Party is validly existing and is a company duly incorporated under the laws of its jurisdiction of incorporation.
(2) The Representing Party has the legal right and full power and authority to enter into and perform this Agreement and such document when executed, constitutes valid and binding obligations on the Representing Party, enforceable against the Representing Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally.
(3) The Representing Party has taken all corporate action required by it to authorise it to enter into and to perform this Agreement.
(4) This Agreement has been duly executed and delivered by the Representing Party.

Non-Contravention

(5) None of the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement by the Representing Party does or will result in a violation or breach of, result in a default under or require any action, consent, approval, filing or notice under:
(6) any of the provisions of the organizational documents of the Representing Party;
(7) any agreement, contract, instrument or arrangement to which the Representing Party is a party or by which the Representing Party is bound; or
(8) any Applicable Law,

except, in the case of Section (7) and Section (8), as would not individually or in the aggregate, materially adversely affect the ability of the Representing Party to complete the transactions contemplated by, or perform its obligations under, this Agreement.

No Approvals or Valuation

(9) (x) No approval of: (a) the Representing Party’s securityholders; or (b) any Affiliate of the Representing Party’s securityholders; nor (y) any valuation, is required for the execution and delivery by the Representing Party of this Agreement or the consummation of the other transactions contemplated by this Agreement.
B-2 -

Sanctions and Compliance

(10) Neither the Representing Party nor any of its Subsidiaries, nor any of their respective directors, senior executives or officers, or to the knowledge of the Representing Party, nor any person acting on their behalf, is a Sanctioned Person.
(11) No Sanctioned Person has any beneficial or other property interest in this Agreement nor will have any participation in or derive any other financial or economic benefit from this Agreement.
(12) The Representing Party will not use, or make available, the Purchased Shares sold by the Sellers pursuant to the Share Purchase Agreement: (a) to fund or facilitate any activities or business of, with or related to any Sanctioned Country or Sanctioned Person; (b) in any manner that would result in a violation of Sanctions; or (c) for any Sanctionable Activity.
(13) The matters contemplated by this Agreement and any benefit derived thereof will not, directly or indirectly, be used to provide any payment, gift or any other improper benefit to any Public Officials or their agents or any other company or entity owned, directly or indirectly, by any Public Official or its agent.
(14) None of the Representing Party, any of its Affiliates nor any of their respective Representatives:
(a) is a Public Official; or
(b) has a Close Family Member, personal, business, or other relationship or association with a Governmental Authority who may have responsibility for or oversight of the Businesses, other than any relationships or associations that have been disclosed to the Sellers.
(15) The Representing Party is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws and Anti-Tax Evasion Laws to which the Representing Party, any of its Affiliates, the Sellers or the Target Group are subject. In particular, the Representing Party has not:
(a) paid, promised to pay or proposed to pay any commission, remuneration, bribe or corrupt payment in connection with this Agreement or matters contemplated by this Agreement in violation of any Anti-Corruption Laws, or entered into an agreement pursuant to which such commission, remuneration, bribe or corrupt payment may be or will have to be paid; or
(b) offered or promised to give an improper pecuniary or non-pecuniary advantage or unwarranted payment, directly or indirectly, to any Public Official in connection with this Agreement or matters contemplated by this Agreement.
(16) This Agreement does not violate any Applicable Law, including legislation enacted by member states and signatories implementing the OECD Convention.
B-3 -
(17) The Representing Party is acting as principal for its own account and not for the benefit of any other person (including, without limitation, whether as agent, trustee, or otherwise).
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SCHEDULE C TERM SHEET [See attached.]

Amendments to transaction documentation for the sale of Glencore’s Bolivian zinc business to Santacruz

Binding Term Sheet

This binding term sheet (the " Term Sheet ") summarizes the terms on which Glencore and SCZ (each as defined below) are amending certain transaction documents in connection with the sale by Glencore of its Bolivian mining assets to SCZ. It is the intention of the parties that: (i) the terms and conditions of this Term Sheet and all of the rights and obligations of the parties contained herein will be legally binding upon and enforceable against each of the parties upon the execution and delivery of this Term Sheet; (ii) this Term Sheet supersedes any and all previous correspondence, agreements or understanding between the parties; and (iii) upon execution and delivery by each of the parties of the Definitive Agreements (as defined below), the Definitive Agreements shall replace and supersede this Term Sheet in its entirety.

Parties	Santacruz Silver Mining Ltd. (“SCZ”) Glencore Finance (Bermuda) Ltd. (“GFB“) Glencore International AG (‘GIAG”, together with GFB, “Glencore”)
Proportionate Payment	Unless otherwise stated, all payments by SCZ to Glencore under this Term Sheet shall be paid to GFB and GIAG in proportion to the consideration each of GFB and GIAG were supposed to receive under the Share Purchase Agreement between SCZ, GFB and GIAG dated October 11, 2021 (as amended by a letter agreement dated March 18, 2022, and amended by a share purchase agreement amendment dated May 10, 2023) (the “SPA”).
Settlement of Obligations under Transaction Documents	The total consideration payable under this Term Sheet of the Base Purchase Price (as may be adjusted by the Acceleration Option (as defined below)) and the CVRs, in aggregate, will be in lieu of all present and future amounts owing or payable under the following agreements: • SPA; • Term Facility Agreement made as of March 18, 2022 (as amended by an amending agreement dated May 10, 2023) (the “Term Facility”); • VAT Receivables Agreement made as of March 18, 2022 (as amended by an amending agreement dated May 10, 2023) (the “VAT Agreement”); • Ores and Concentrates Inventory Agreement made as of March 18, 2022 (as amended by an amending agreement dated May 10, 2023); • San Lucas royalty agreement made as of March 18, 2022 (as amended by an amending agreement dated May 10, 2023), Sinchi Wayra royalty agreement made as of March 18, 2022 (as amended by an amending agreement dated May 10, 2023), the net smelter return royalty agreement made as of March 18, 2022 (as amended by an amending agreement dated May 10, 2023) and, Illapa royalty agreement made as of March 18, 2022 (as amended by an amending agreement dated May 10, 2023); and • Comibol Advances and Accounts Receivables Agreement dated as of March 18, 2022.

Parties

Santacruz Silver Mining Ltd. (“SCZ”)
Glencore Finance (Bermuda) Ltd. (“GFB“)
Glencore International AG (‘GIAG”, together with GFB, “Glencore”)

Proportionate Payment

Unless otherwise stated, all payments by SCZ to Glencore under this Term
Sheet shall be paid to GFB and GIAG in proportion to the consideration each
of GFB and GIAG were supposed to receive under the Share Purchase
Agreement between SCZ, GFB and GIAG dated October 11, 2021 (as
amended by a letter agreement dated March 18, 2022, and amended by a
share purchase agreement amendment dated May 10, 2023) (the “SPA”).

Settlement of
Obligations under
Transaction Documents

The total consideration payable under this Term Sheet of the Base
Purchase Price (as may be adjusted by the Acceleration Option (as defined
below)) and the CVRs, in aggregate, will be in lieu of all present and future
amounts owing or payable under the following agreements:
•
SPA;
•
Term Facility Agreement made as of March 18, 2022 (as amended
by an amending agreement dated May 10, 2023) (the “Term
Facility”);
•
VAT Receivables Agreement made as of March 18, 2022 (as
amended by an amending agreement dated May 10, 2023) (the
“VAT Agreement”);
•
Ores and Concentrates Inventory Agreement made as of March 18,
2022 (as amended by an amending agreement dated May 10,
2023);
•
San Lucas royalty agreement made as of March 18, 2022 (as
amended by an amending agreement dated May 10, 2023), Sinchi
Wayra royalty agreement made as of March 18, 2022 (as amended
by an amending agreement dated May 10, 2023), the net smelter
return royalty agreement made as of March 18, 2022 (as amended
by an amending agreement dated May 10, 2023) and, Illapa royalty
agreement made as of March 18, 2022 (as amended by an
amending agreement dated May 10, 2023); and
•
Comibol Advances and Accounts Receivables Agreement dated as
of March 18, 2022.

SPA Base Purchase • Annual instalments : Subject to the Acceleration Option, a total of $80 Price million in cash shall be paid by SCZ to Glencore in eight equal annual instalments of $10 million each (the “ Base Purchase Price ”) with the first payment being made on or before November 1, 2025.
• Acceleration option : SCZ can exercise an option to accelerate the payment of the outstanding balance of the Base Purchase Price in full at any time, such prepayment amount will be $40 million if exercised prior to November 1, 2025 and shall decrease by $2 million for each annual instalment of $10 million that is paid by SCZ (the “ Acceleration Option ”).
Contingent Value • Duration : The CVRs and the Bonus Payments (as defined below) shall Rights (“CVRs”) and the have a term effective from the date of this Term Sheet is executed by Bonus Payments all parties until December 31, 2032. • CVR Cap : The maximum total amount SCZ shall pay to Glencore pursuant to the CVRs shall be $77.7 million (the “ CVR Cap ”) (for the avoidance of doubt this does not include any Cash Bonus payments).
• CVR payments: SCZ shall pay $1,333,333.33 to Glencore for each calendar month (up to a total of $16 million in any calendar year) in the event that in such calendar month after the date the parties enter into this Term Sheet the average zinc LME spot price (or the highest open hedge price if any hedge is open for that calendar month, regardless of whether it is higher or lower than the average zinc LME spot price) is at least $3,850 per tonne (the “ Base Price ”). For greater certainty, if a hedge is open during a calendar month, the highest open hedge price will be used to determine the amounts payable in respect of the Base Price, regardless of the average zinc LME spot price for that calendar month.
First escalator : For each calendar month, SCZ shall pay an additional $83,333.33 to Glencore for each increase of $100 per tonne above the Base Price and up to a price of $5049.99 per tonne based upon the average zinc LME spot price (or the highest open hedge price if any hedge is open for that calendar month, regardless of whether it is higher or lower than the average zinc LME spot price) for such calendar month (the “ First Escalator ”). For greater certainty, if a hedge is open during a calendar month, the highest open hedge price will be used to determine the amounts payable in respect of the First Escalator regardless of the average zinc LME spot price for that calendar month.
Second escalator : For each calendar month, SCZ shall pay $166,666.66 to Glencore for each increase of $100 per tonne above $5050 per tonne based upon the average zinc LME spot price (or the highest open hedge price if any hedge is open for that calendar month, regardless of whether it is higher or lower than the average zinc LME spot price), for such calendar month (the “ Second Escalator ”), with 50% of such payment being treated as a CVR payment counting towards the CVR Cap and the remaining 50% of such payment not being treated as a CVR payment and therefore will not count towards the CVR Cap (the “ Bonus Payments ”). For the avoidance of doubt, SCZ’s obligation to make the Bonus Payments terminates once SCZ is no longer obligated to make the CVR payments pursuant to the terms hereof. For greater certainty if a hedge is open during a calendar month, the highest open hedge price will be used to determine the amounts

1415-0956-1866, v. 10

	payable in respect of the Second Escalator regardless of the average zinc LME spot price for that calendar month. • Payment of CVRs and Bonus Payments: For any calendar month in which a CVR and/or Bonus Payment is triggered, SCZ shall pay such amounts to Glencore within thirty days of the end of such calendar month. For the avoidance of doubt, if no CVR and/or Bonus Payment, as applicable is triggered in a calendar month, then no such obligation for SCZ to pay Glencore in respect of such an amount shall arise. • Hedging option:Upon the occurrence of the monthly average zinc LME spot price exceeding the Base Price, GIAG, in its sole discretion, can require SCZ to hedge the production of zinc at its Bolivian mining operations (so long as the hedging price would exceed the Base Price) (the “Hedging Option”), excluding for certainty all third party ore sourcing business from San Lucas, subject to a cap of 50% of SCZ’s forecasted production volume from the Bolivian mining operations for the 24 months following the date GIAG notifies SCZ in writing that it is exercising the Hedging Option. SCZ and GIAG will use all reasonable endeavours to negotiate in good faith commercially reasonable terms for such hedging. Each hedge shall account for no less than 25% of the production for the period of time that Glencore requires such hedge to cover. Each hedge is restricted to a duration of no more than 24 months following the date GIAG notifies SCZ in writing that it is exercising the Hedging Option. [REDACTED – COMMERCIALY SENSITIVE _INFORMATION]._GIAG and SCZ shall each use reasonable endeavours to negotiate a commercially reasonable hedging arrangement. Notwithstanding the generality of the foregoing, if SCZ determines, acting reasonably and in good faith, that the cost of entering into a hedging arrangement is not commercially reasonable based on current market conditions, SCZ will, in lieu of entering into a hedging arrangement, pay the CVRs (including any amounts payable, as applicable, pursuant to the Base Price and/or the First Escalator and/or the Second Escalator (including Bonus Payments)) to Glencore over the period that the hedge was to cover pursuant to Glencore’s request under the Hedging Option based on the price at which GIAG had exercised the Hedging Option.
Confidentiality	• Subject to SCZ complying with its continuous disclosure obligations in accordance with applicable securities laws, the parties shall keep the terms and existence of this term sheet strictly confidential (except that such terms can be disclosed to its advisors, affiliates, employees and directors who have a strict need to know in order to further the negotiation of the Definitive Agreements or, for SCZ, to the TSX Venture Exchange), unless authorised by the other parties in writing to disclose the information.
Definitive Agreements	• The parties shall use good faith efforts to finalize, execute and deliver the definitive agreements (the “Definitive Agreements”) containing the terms and provisions outlined in this Term Sheet and other customary terms for transactions of this nature as soon as reasonably practicable after the execution date of this Term Sheet. The Definitive Agreements shall be in form and substance satisfactory to each of the parties, each acting reasonably.
Conditions Precedent	• In addition to the other terms set forth in this Term Sheet and any additional terms and conditions to be included in the Definitive Agreements, the completion of the transactions contemplated herein shall be subject to approval of the TSX Venture Exchange (the “TSXV”)

1415-0956-1866, v. 10

Termination •
This Term Sheet may be terminated by notice in writing at any time:
o
by mutual written agreement of the parties; or
o
by any party (a "Non-Breaching Party") if the other party (the
"Breaching Party") shall have breached, or failed to comply
with, any of its material covenants or obligations under this
Term Sheet; provided that the Non-Breaching Party shall
provide the Breaching Party with prompt written notice of such
breach, non-compliance or inaccuracy and the Breaching Party
shall have ten (10) business days from receipt of such notice
to cure such breach, non-compliance or inaccuracy.
•
This Term Sheet shall automatically terminate and be of no further force
and effect, on the earlier of;
o
from the execution and delivery of the Definitive
Agreements; and
o
if the TSXV approval is not obtained by May 15, 2024.

Currency •
Amounts denoted as “$” shall refer to United States dollars.

Governing law •
This Term Sheet and all non-contractual rights arising out of it shall be
governed, interpreted and construed in accordance with the laws of
British Columbia, Canada.

Termination	• This Term Sheet may be terminated by notice in writing at any time: `o` by mutual written agreement of the parties; or `o` by any party (a "Non-Breaching Party") if the other party (the "Breaching Party") shall have breached, or failed to comply with, any of its material covenants or obligations under this Term Sheet; provided that the Non-Breaching Party shall provide the Breaching Party with prompt written notice of such breach, non-compliance or inaccuracy and the Breaching Party shall have ten (10) business days from receipt of such notice to cure such breach, non-compliance or inaccuracy. • This Term Sheet shall automatically terminate and be of no further force and effect, on the earlier of; `o` from the execution and delivery of the Definitive Agreements; and `o` if the TSXV approval is not obtained by May 15, 2024.
Currency	• Amounts denoted as “$” shall refer to United States dollars.
Governing law	• This Term Sheet and all non-contractual rights arising out of it shall be governed, interpreted and construed in accordance with the laws of British Columbia, Canada.

[Remainder of page intentionally left blank]

1415-0956-1866, v. 10

This Term Sheet may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A signed copy of this Term Sheet delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Term Sheet.

Executed this Term Sheet as an agreement as of 28[th] of March 2024:

Santacruz Silver Mining Ltd. Glencore International AG (signed) “John Burton” (signed) “Arturo Prestamo Elizondo” (signed) “Martin Haering” _____ ______ By: Arturo Prestamo Elizondo By: John Burton and Martin Haering Position: Executive Chaiman and Director Position: Director and Officer

Glencore Finance (Bermuda) Ltd.

(signed) “John Burton”

______ By: John Burton Position: Director

1415-0956-1866, v. 10

D-1 -

SCHEDULE D ILLUSTRATIVE EXAMPLES OF BASE CVR PAYMENT, FIRST CVR ESCALATOR AND SECOND CVR ESCALATOR

Mean LME Zinc Price	Monthly CVR Payments (counted towards CVR Cap)	Monthly Bonus Payments (not counted towards CVR Cap)	Total Monthly Payments
<$3,850	-	-	-
>$3,850 <$3,949.99	$1,333,333	-	$1,333,333
>$3,950 <$4,049.99	$1,416,667	-	$1,416,667
>$4,050 <$4,149.99	$1,500,000	-	$1,500,000
>$4,150 <$4,249.99	$1,583,333	-	$1,583,333
>$4,250 <$4,349.99	$1,666,667	-	$1,666,667
>$4,350 <$4,449.99	$1,750,000	-	$1,750,000
>$4,450 <$4,549.99	$1,833,333	-	$1,833,333
>$4,550 <$4,649.99	$1,916,667	-	$1,916,667
>$4,650 <$4,749.99	$2,000,000	-	$2,000,000
>$4,750 <$4,849.99	$2,083,333	-	$2,083,333
>$4,850 <$4,949.99	$2,166,667	-	$2,166,667
>$4,950 <$5,049.99	$2,250,000	-	$2,250,000
>$5,050 <$5,149.99	$2,333,333	$83,333	$2,416,667
>$5,150 <$5,249.99	$2,416,667	$166,667	$2,583,333
>$5,250 <$5,349.99	$2,500,000	$250,000	$2,750,000
>$5,350 <$5,449.99	$2,583,333	$333,333	$2,916,667
>$5,450 <$5,549.99	$2,666,667	$416,667	$3,083,333
>$5,550 <$5,649.99	$2,750,000	$500,000	$3,250,000
>$5,650 <$5,749.99	$2,833,333	$583,333	$3,416,667
>$5,750 <$5,849.99	$2,916,667	$666,667	$3,583,333
>$5,850 <$5,949.99	$3,000,000	$750,000	$3,750,000
>$5,950 <$6,049.99	$3,083,333	$833,333	$3,916,667

AI assistant

Santacruz Silver Mining Ltd. — Capital/Financing Update 2024

46844_rns_2024-10-24_b082f2d9-b12d-4ba5-a0ae-d5381a841ed1.pdf

OMNIBUS AGREEMENT

TABLE OF CONTENTS

Page

OMNIBUS AGREEMENT

WHEREAS :

ARTICLE 1 INTERPRETATION

1.02 Headings

1.03 Extended Meanings

1.04 Two or More Persons

1.05 Statutory and Other References

1.06 Date for Any Action and Periods

1.07 Currency

1.08 Rules of Construction

1.09 Control

ARTICLE 2 EVENTS OCCURING ON OR PRIOR TO THE EFFECTIVE DATE

ARTICLE 4 BASE PURCHASE PRICE

4.01 Instalment of Base Purchase Price Payable

4.02 Voluntary Prepayment

4.03 Acceleration Option

4.04 Independence of Rights and Obligations under Article 5

ARTICLE 5

CONTINGENT VALUE RIGHT AND BONUS PAYMENTS

5.02 Escalators

5.03

Payment Mechanics

(5) [REDACTED - COMMERCIALLY SENSITIVE INFORMATION].

ARTICLE 6 PAYMENT MECHANICS

ARTICLE 7 REPRESENTATIONS AND WARRANTIES

ARTICLE 8 DEFAULT

8.01 Events of Default

8.02 Acceleration and Enforcement

8.03

Remedies Cumulative

8.04 Perform Obligations

8.05 Third Parties

8.06 Application of Payments

8.07 Article 1340 of the Bolivian Civil Code

ARTICLE 9 TERMINATIONS AND RELEASES

9.01 Terminated Transaction Documents

9.02 Release of Existing Obligations and Royalty Security

9.03 Releases and Waivers

9.04 Third Party Beneficiaries

9.05 Effect of Releases and Waivers

9.06 Termination

ARTICLE 10 GUARANTEE

10.01 Guarantees and Indemnity

10.02 Obligations Absolute

10.03 Parent Limited Recourse Principle

10.04 No Release

10.05 No Exhaustion of Remedies

10.06 Prima facie Evidence

10.07 No Set Off by Guarantors

10.08 Continuing Guarantee

10.09 Waivers by Guarantors

10.10

Demand

10.11 Assignment and Postponement

10.12 Subrogation

10.13 Stay of Acceleration

ARTICLE 11 AMENDMENT TO THE SHARE PURCHASE AGREEMENT

ARTICLE 12 CONFIDENTIALITY

12.01 Confidentiality

12.02

Public Announcements

ARTICLE 13 MISCELLANEOUS

13.01 Benefit of the Agreement

13.02 Entire Agreement

13.03 Amendments and Waivers

13.04 Assignment

13.05 Notices

13.06 Equitable Remedies

13.07 Severability

13.08 Non-Recourse

13.09 Further Assurances

13.10 Time of the Essence

13.11 Governing Law

13.12 Arbitration

Santacruz Silver Mining Ltd. Capital/Financing Update 2024