AGENCY AGREEMENT

March 18, 2026

Silver X Mining Corp.
620 – 1111 Melville St., Vancouver
BC, V6E 3V6
Canada

Attention: Mr. David Gleit, Chief Financial Officer

Dear Sir:

The undersigned, Ventum Financial Corp. (the “Agent”), understands that Silver X Mining Corp. (the “Company”) proposes to issue and offer for sale in the Selling Jurisdictions (as defined below) up to 60,000 senior secured convertible debentures of the Company (each, a “Debenture” and collectively, the “Debentures”) at the issue price of $1,000 per Debenture (the “Offering Price”) for aggregate gross proceeds to the Company of up to $60,000,000 (the “Base Offering”).

The Debentures will mature 60 months from the Closing Date (as defined below) of the Offering (as defined below) (the “Maturity Date”), and will bear interest at a rate of 10.0% per annum, payable semi-annually on the last day of June and December in each year, commencing December 31, 2026. The Company shall satisfy its obligation to pay interest on the Debentures on an applicable interest payment date, (i) for the first four semi-annual payments (the “PIK Period”), at the option of the Company, by either (A) the issue of the equivalent value in Common Shares (as defined below) in the form of interest (the “Interest Shares”) at a price per Interest Share equal to the closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) (or such other stock exchange in Canada on which the Common Shares are then listed) on the day prior to the applicable interest payment date, and subject to the requirements of the TSXV or (B) in cash, and (ii) after the PIK Period, in cash.

The principal amount of the Debentures may be converted into Common Shares at a conversion price equal to $1.62 per Common Share (the “Conversion Price”), subject to adjustment as set out in the Debenture Certificate (as defined below). No fractional Common Shares will be issued on conversion. In lieu thereof, the Company will pay cash in an amount equal to any such fraction multiplied by the Conversion Price.

The Debentures will be senior obligations of the Company secured by all the material assets of the Company and its Material Subsidiaries, other than the NSR Concessions and the Third-Party Concessions. The security for each of the Debentures shall rank pari passu with each other Debenture in right of payment of principal and interest (regardless of their actual date of issue) and, subject to statutory preferred exceptions, and Permitted Encumbrances (as defined below), shall rank in priority to all existing and any future indebtedness of the Company and its Subsidiaries.

For so long as Debentures remain outstanding prior to the Maturity Date, the holders of Debentures shall have the first right of refusal on a pari passu basis to subscribe for up to 25% of any

subsequent financing (including but not limited to debt or equity financing) to be completed by the Company, subject to any required approvals, including any exchange approvals.

The description of the Debentures herein are summaries only and subject to the specific attributes and detailed provisions of the Debentures to be set forth in the Debenture Certificate. In case of any inconsistency between the description of the Debentures in this Agreement and the terms of the Debentures as set forth in the Debenture Certificate the provisions of the Debenture Certificate shall govern.

In addition, the Company hereby grants to the Agent an option in connection with the Base Offering (the "Agent's Option"), which may be exercised in whole or in part, in the Agent's sole discretion and without obligation, at any time up to 48 hours prior to the Closing Date, to offer for sale in Selling Jurisdictions up to an additional 15% of the Debentures sold under the Base Offering, or up to an additional $9,000,000 principal amount of Debentures. The Agent's Option shall be exercisable for Debentures on the same terms and conditions as the Debentures issued under the Base Offering save and except as set out below. The offering of the Debentures by the Company pursuant to this Agreement under the Base Offering and, if applicable, the Agent's Option are referred to in this Agreement as the "Offering".

The Offering will be completed by way of private placement on a best efforts basis (a) in the Canadian Selling Jurisdictions (as defined below) pursuant to the "accredited investor" prospectus exemption or other available prospectus exemptions under NI 45-106 (as defined below) and subject to a four-month hold period pursuant to NI 45-102 (as defined below), and (b) such other Selling Jurisdictions as may be agreed to by the Company and the Agent, where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdiction, subject to the receipt of necessary regulatory approvals. The Company and the Agent agree that any Debentures offered in the United States will be so offered on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended.

Upon and subject to the terms and conditions set forth herein, the Agent hereby agrees to act, and upon acceptance hereof, the Company hereby appoints the Agent, as the Company's sole agent and sole bookrunner, to offer for sale on a "best efforts agency" basis, without underwriter liability, the Debentures to be issued and sold pursuant to the Offering.

In consideration for the Agent's services to the Company in connection with the Offering, the Company agrees to pay to the Agent, at Closing (as hereinafter defined) an aggregate amount in cash (the "Agent's Fee") equal to 6.0% of the aggregate gross proceeds from the sale of the Debentures pursuant to the Offering.

The Company agrees that the Agent, in consultation with the Company, will be permitted to appoint other appropriately registered investment dealers to form a selling group to participate in the offering of the Debentures, at the sole cost and expense of the Agent. The Company grants all of the rights and benefits of this Agreement to any investment dealer who is a member of any Selling Group formed by the Agent and appoints the Agent as representatives for all such investment dealers, and the Agent hereby accepts this appointment and agrees to exercise such rights and benefits for and on behalf of all such investment dealers. The Agent shall ensure that any investment dealer who is a member of any Selling Group formed by the Agent pursuant to the provisions of this paragraph or with whom the Agent has a contractual relationship with respect to

the Offering, if any, shall comply with the covenants and obligations of the Agent herein. The Agent shall, however, be under no obligation to engage any sub-agent or form any Selling Group. Such other brokers and dealers, together with the Agent, are collectively referred to herein as the "Selling Group".

The Offering is conditional upon and subject to the additional terms and conditions set forth below. The following are additional terms and conditions of the Agreement between the Company and the Agent:

ARTICLE 1 DEFINED TERMS

In addition to the terms defined above, where used in this Agreement the following terms shall have the respective meanings set out below:

"affiliate", "distribution", "material fact", "material change", "misrepresentation" and "subsidiary" have the respective meanings ascribed to such terms in the Securities Act (Ontario);

"Agent" has the meaning given to it above;

"Agent's Counsel" means Dickinson Wright LLP;

"Agent's Fee" has the meaning given to it above;

"Agent's Option" has the meaning given to it above;

"Agreement" means the agreement resulting from the acceptance by the Company of the offer made by the Agent by this agreement, including all schedules hereto, as amended or supplemented from time to time;

"Amendment to the Administration Trust" means the first amendment to the administration trust dated November 29, 2018 between Recuperada and Scotiabank, in respect of collection bank account (Cuenta Recaudadora) [Redacted – Sensitive Information], to be entered into on the Closing Date and pursuant to which the Purchaser will be designated a beneficiary;

"Amendment to the Asset Trust" means the second amendment to the trust between Recuperada, Trafigura Peru S.A.C. and Scotiabank dated November 29, 2018, as amended by first amendment dated September 12, 2022, between Recuperada, Scotiabank, Trafigura PTE and Trafigura Peru S.A.C; such amendment to be entered into on the Closing Date between the Material Subsidiaries, Scotiabank and Cristian Abel Lindley Rocha to hold in favour of the Purchasers all material assets of the Company in Peru, including: (i) assets and equipment; (ii) all Mineral Properties other than the NSR Concessions and the Third-Party Concessions; and (iii) the shares of the Material Subsidiaries, other than MMTP, in form and substance reasonably satisfactory to the Company, the Agent and the Purchaser;

"Anti-Corruption Laws" has the meaning set out in Section 7.1(kk);

"Applicable Laws" means, in relation to any person or persons, the Applicable Securities Laws and all other statutes, regulations, rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or licence, or any judgment, order,

decision, ruling, award, policy or guidance document that are applicable to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

"Applicable Securities Laws" means collectively and as applicable, Canadian Securities Laws and all applicable securities laws, rules, regulations, policies and other instruments promulgated by the Securities Commissions in any of the other Selling Jurisdictions;

"Assets and Properties" with respect to any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, tangible or intangible, choate or inchoate, absolute, accrued, contingent, fixed or otherwise, and, in each case, wherever situated), including the goodwill related thereto, operated, owned or leased by or in the possession of such Person;

"Base Offering" has the meaning given to it above;

"BCBCA" means the Business Corporations Act (British Columbia);

"Business" means the business of the Company and the Subsidiaries, as disclosed in the Company's Information Record;

"Business Day" means a day which is not a Saturday or Sunday or a statutory or civic holiday or a day on which commercial banks are not open for business in Toronto, Ontario; Lima, Peru; and Vancouver, British Columbia;

"Canadian Securities Laws" means, collectively, the applicable securities laws of each of the Canadian Selling Jurisdictions and their respective regulations, rulings, rules, blanket orders, instruments (including national and multinational instruments), fee schedules and prescribed forms thereunder, the applicable policy statements issued by the Securities Commissions, and the rules and policies of the TSXV;

"Canadian Selling Jurisdictions" means the provinces of British Columbia, Alberta, Saskatchewan and Ontario;

"Closing" means the closing of the delivery of and payment for the Debentures;

"Closing Date" means on or about March 18, 2026 or such other date as the Company and the Agent may agree upon in writing;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and the Agent may agree upon in writing;

"Common Shares" means common shares in the authorized share structure of the Company;

"Company" has the meaning given to it above;

"Company's Auditors" means Davidson & Company LLP, or such firm of chartered accountants as the Company may have appointed or may from time to time appoint as auditors of the Company, including prior auditors of the Company, as applicable;

"Company's Counsel" means Gowling WLG (Canada) LLP;

"Company's Information Record" means all of the documents filed on SEDAR+ (as modified or superseded by information publicly filed on SEDAR+ by or on the benefit of the Company) by or on the benefit of the Company since December 31, 2023;

"Competition Laws" has the meaning set out in Section 7.1(mm);

"Confidential Information" has the meaning set out in Section 2.1;

"CSA" means the Canadian Securities Administrators;

"Debenture" and "Debentures" have the meaning given to it above;

"Debenture Certificates" means the certificates issued by the Company to Purchasers representing the Debentures;

"Debt Instrument" means any loan, bond, debenture, credit facility, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money, to which the Company or the Subsidiaries is a party or by which any of their property or assets are bound;

"Disclosure Letter" means the disclosure letter dated the date of this Agreement, and all schedules, exhibits and appendices thereto, in a form agreed to by the Agent and delivered by the Company to the Agent and the Purchasers;

"Due Diligence Sessions" has the meaning set out in 8.1(c);

"Employee Plan" means each plan for retirement, bonus, share purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive;

"Engagement Letter" means the engagement letter dated January 26, 2026 entered into between the Agent and the Company in connection with the Offering;

"Environmental Laws" means any federal, state, provincial, territorial or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, licence, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials or Conditions;

"Equity Incentive Plan" means, together, the Company's share option plan dated for reference August 9, 2024 and the Company's restricted share unit plan dated for reference August 9, 2024;

"Financial Statements" means, collectively, the (i) audited consolidated financial statements of the Company as at and for the financial year ended December 31, 2024 (which financial statements include comparative financial information for the 2023 financial year), together with the report of Davidson & Company LLP on those financial statements, and including the notes with respect to those financial statements; and (ii) the unaudited condensed interim consolidated financial

statements of the Company as at and for the nine months ended September 30, 2025 (which financial statements include comparative financial information for the comparable period in 2024), and including the notes with respect to those financial statements;

“Government Official” means any (i) official, officer, employee or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (ii) salaried political party official, elected member of political office or candidate for political office, or (iii) company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses;

“Governmental Authority” means any (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign having jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them, (ii) subdivision, agent, commission, board or authority of any of the foregoing, or (iii) quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing, and includes the Regulatory Authorities;

“Governmental Licenses” means all material permits, certificates, licenses, approvals, registrations, qualifications, consents and other authorizations, issued by the appropriate Governmental Authority necessary to conduct the Business as now operated by the Company and the Subsidiaries in all jurisdictions in which they carry on the Business;

“GSA” means a general security agreement over all present and after-acquired personal property of the Company situated in Canada, in form and substance reasonably satisfactory to the Purchaser, the Company and the Agent;

“Guarantee” means the omnibus guarantee in favour of the Purchasers to be executed and delivered by the Material Subsidiaries on Closing, in form and substance reasonably satisfactory to the Company, the Purchasers and the Agent;

“Hazardous Materials or Conditions” means any material, substance (including pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws;

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, which were adopted by the Canadian Accounting Standards Board as Canadian generally accepted accounting principles applicable to publicly accountable enterprises;

“Immaterial Subsidiary” means each Subsidiary of the Company that is not a Material Subsidiary and includes Quilla Canada Mining Corp., Quilla Mining S.A.C., Talla Canada Mining Corp., Corporacion Minera Talla S.A.C., Green Gold Canada Mining Corp., Green Gold Resources GGR S.A., Western Pacific Resources Corp., Colorado Silver Mines LLC, Minera Tangana S.A.C., and Altitude Exploraciones S.A.C., and “Immaterial Subsidiaries” means all of them;

“Indemnified Parties” has the meaning set out in Section 11.1;

“Indemnitor” has the meaning set out in Section 11.1;

"Intellectual Property" means any and all industrial or intellectual property (whether foreign or domestic, registered or unregistered) owned by the Company and the Subsidiaries, licensed to the Company and the Subsidiaries or used in the operation, conduct or maintenance of the Business, as it is currently and has historically been operated, conducted or maintained, including: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and re-examinations thereof; (b) all trade-marks, tradenames, trade dress, logos, business names, corporate names, domain names, uniform resource locators (URL's) and the internet websites related thereto, and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith; (c) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith; (d) all industrial designs and all applications, registrations and renewals in connection therewith; (e) all proprietary, technical or confidential information, including all trade secrets, processes, procedures, know-how, show-how, formulae, methods, data, databases and corresponding information contained therein; (f) all computer software (including all source code, object code and related documentation); together with: (i) all copies and tangible embodiments of the foregoing (in whatever form or medium); (ii) all improvements, modifications, translations, adaptations, refinements, derivations and combinations thereof; and (iii) all Intellectual Property Rights related to each of the foregoing;

"Intellectual Property Rights" means any right or protection existing from time to time in a specific jurisdiction, whether registered or not, under any patent law or other invention or discovery law, copyright law, performance or moral rights law, trade-secret law, industrial design law, confidential information law (including breach of confidence), trade-mark law, trade-name law, passing off, unfair competition law or other similar Laws, and includes legislation by competent Governmental Authorities and judicial decisions under common law or equity, and for greater certainty includes the right to file any applications, and the right to claim for the same the priority rights derived from any applications filed under any treaty, convention, or any domestic Laws of a country in which a prior application is filed;

"Intercreditor Agreement" means the intercreditor agreement to be entered into on the Closing Date among the Purchasers (and such other parties as may be required), which establishes the relative rights, priorities and enforcement arrangements among them in respect of the Security;

"Laws" means all laws, statutes, by-laws, rules, regulations, orders, decrees, ordinances, judgments, notices and published protocols, codes, guidelines, policies, and directions or other requirements of any Governmental Authorities applicable to the Company or the Subsidiaries;

"Lead Subscriber" means [Redacted – Confidential Information];

"Lock-Up Agreement" has the meaning set out in Section 7.1(mmmm);

"material" or "materially" means, in relation to the Company, material to the Company after giving effect to the transactions contemplated by this Agreement to be completed at or prior to the Closing Time, including for greater certainty the Offering;

"Material Adverse Effect" means any effect on or with respect to the Company or its Material Subsidiaries or the Business that: (i) is, or is reasonably likely to be, materially adverse to the business, affairs, operations, assets, liabilities (contingent or otherwise), financial condition,

capital or prospects of the Company; or (ii) would, or would reasonably be expected to, materially impair or delay the completion of the transactions contemplated by this Agreement, but will not include (u) a matter that has been expressly disclosed in writing by the Company to the Agent and the Purchasers or to the Agent and subsequently made available by the Agent to the Purchasers; (v) the global economy or securities markets in general; (w) the existence of this Agreement and the transactions contemplated hereby; (x) compliance with the terms of this Agreement or any action or inaction taken by the Company that is consented to by the Agent and the Purchasers expressly in writing or that is a result therefrom; (y) any natural disaster, outbreak of significant illness (including COVID-19), outbreak or escalation of war or any act of terrorism; or (z) any fact, circumstance, event, change, effect, occurrence or event affecting the industry in which the Company or its Material Subsidiaries operates in general and which, in each case, does not have a materially disproportionate effect on the Company and its Material Subsidiaries, on a consolidated basis;

"Material Agreement" means any contract, commitment, agreement (written or oral), joint venture instrument, mortgage, loan agreement, note or lease or other document, including a license agreement, and any option agreement or any interest in, or right to earn an interest in, any properties and assets to which the Company or the Material Subsidiaries is a party or by which any of their property or assets are bound, that is material to the Business;

"Material Subsidiaries" means MMTP, Recuperada, Corongo Exploraciones S.A.C., San Antonio Mining Peru S.A.C., Mining Sense Gold Peru S.A.C., Tangana Mines Peru S.A.C., Mina Nueva Esperanza S.A.C., Silver X Peru S.A.C., Minera Nueva Blenda Rubia S.A.C., Minera Positiva Peru S.A.C., Minera Ccellomachay S.A.C., Minera San Antonio II Peru S.A.C. and Latitude Peru S.A.C.; and "Material Subsidiary" means any one of them;

"Mineral Properties" means, collectively, all of the mineral properties and interests held or to which the Company or a Subsidiary has a right to explore for, or exploit, minerals, or an option to acquire, directly or indirectly, including those as described in the Disclosure Letter;

"MMTP" means Mines & Metals Trading (Peru) PLC;

"MMTP Pledge" means the pledge by the Company in favour of the Lead Subscriber over all of the shares of MMTP (which holds, directly or indirectly, all of the Material Subsidiaries organized under the laws of Peru) under a pledge agreement to be entered into by the Company on Closing, in form and substance reasonably satisfactory to the Company, the Agent and the Purchasers;

"Money Laundering Laws" has the meaning set out in Section 7.1(1);

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the CSA;

"NI 45-102" means National Instrument 45-102 – Resale of Securities of the CSA;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions of the CSA;

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations of the CSA;

"NSR Agreement" means the Amended And Restated Net Smelter Return Royalty Agreement between Recuperada S.A.C. and Maverix Metals Inc. dated November 28, 2023;

"NSR Concessions" means the mineral claims, mining leases and surface leases that are the subject of the net smelter return royalty granted under the NSR Agreement;

"Nueva Recuperada Project" means the mineral property known as the "Nueva Recuperada Project" located in Huancavelica, Peru, as described in the Technical Report, which includes the Tangana Project, the Plata Project and the Red Silver Project;

"OFAC" has the meaning set out in Section 7.1(ll);

"OFAC Programs" has the meaning set out in Section 7.1(ll);

"Offering" has the meaning given to it above;

"Offering Price" has the meaning given to it above;

"Permits" means any regulatory approval, licence, permit, approval, consent, certificate, registration, filing or other authorization of or issued by any Governmental Authority under applicable laws, including Environmental Laws, and "Permit" means any one of them;

"Permitted Encumbrances" has the meaning assigned in the Debenture Certificate;

"Person" includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), company, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

"Personal Information" has the meaning set out in Section 7.1(oo);

"Plata Project" means the mineral property known as the "Plata Mining Project" of the Nueva Recuperada Project located in Huancavelica, Peru, as described in the Technical Report;

"Preferred Shares" preferred shares in the authorized share structure of the Company;

"Previous Property Opinion" means the legal opinion letter dated September 26, 2025 from Cuatrecasas S. Civil de R.L. addressed to Red Cloud Securities Inc. and Laurentian Bank Securities Inc., relating to the mineral claims forming the Nueva Recuperada Project;

"Purchasers" means, collectively, each of the purchasers of Debentures in connection with the Offering;

"Recuperada" means Recuperada S.A.C.;

"Red Silver Project" means the mineral property known as the "Red Silver Mining Project" of the Nueva Recuperada Project located in Huancavelica, Peru, as described in the Technical Report;

"Regulatory Authorities" means the Securities Commissions and the TSXV;

"Release of Share Pledge" means the release to be signed on the Closing Date by Trafigura PTE, releasing the pledge held by it over the shares of Recuperada under the pledge agreement dated August 25, 2025 between MMTP and Trafigura PTE in favour of Trafigura PTE;

"Sanctions Laws" has the meaning set out in Section 7.1(mm);

"Scotiabank" means Scotiabank Peru S.A.A.;

"Securities Commissions" means, collectively, the securities commissions or similar regulatory authorities in the Canadian Selling Jurisdictions;

"Security" means, collectively, (a) the Amendment to the Asset Trust, (b) the Amendment to the Administration Trust, (c) the Guarantee, (d) the MMTP Pledge, and (e) the GSA;

"Selling Group" has the meaning given to it above;

"Selling Group Members" means, collectively, the members of the Selling Group other than the Agent, and "Selling Group Member" means any one of them;

"Selling Jurisdictions" means, collectively, the Canadian Selling Jurisdictions, and may also include any other jurisdictions outside of the Canadian Selling Jurisdictions as mutually agreed to by the Company and the Agent;

"Standard Listing Conditions" has the meaning set out in Section 8.1(e);

"Subscription Agreements" means the subscription agreements, in a form satisfactory to the Company and the Agent, acting reasonably, to be entered into at or before the Closing Time between the Company and each Purchaser in respect of the Offering.

"Subsidiary" means a subsidiary (within the meaning of the BCBCA) of the Company, including each of the Material Subsidiaries and each of the Immaterial Subsidiaries, and "Subsidiaries" means all of them;

"Taxes" has the meaning set out in Section 7.1(lll);

"Tangana Project" means the mineral property known as the "Tangana Mining Project" of the Nueva Recuperada Project located in Huancavelica, Peru, as described in the Technical Report;

"Technical Report" means the NI 43-101 technical report prepared for the Company dated October 17, 2025 with an effective date of May 31, 2025 and entitled "Preliminary Economic Assessment for Tangana Mining Project and Plata Mining Project, Nueva Recuperada Project, Peru";

"to the knowledge of the Company", or "the Company's knowledge" and similar phrases, mean, in respect of each representation and warranty or other statement which is qualified by such phrases, that such representation and warranty or other statement is being made based upon it shall be deemed to refer to the actual knowledge of José M. García (CEO of the Company) or David Gleit (CFO of the Company), of the facts or circumstances to which such phrase relates, after having made reasonable inquiries and investigations in connection with such facts and circumstances that would ordinarily be made by officers of similar sized companies;

"Third-Party Concessions" means concessions owned by a party other than the Company or a Subsidiary as set out in the Disclosure Letter;

"Trafigura PTE" means Trafigura Pte. Ltd;

"Transaction Agreements" means, collectively, this Agreement, the Debenture Certificates, the Subscription Agreements, the Intercreditor Agreement, the Amendment to the Asset Trust, the Amendment to the Administration Trust, the Guarantee, the MMTP Pledge and the GSA;

"Transaction Counterparty" has the meaning set out in Section 15.13;

"Transfer Agent" means Odyssey Trust Company, in its capacity as transfer agent and registrar of the Common Shares of the Company;

"TSXV" has the meaning given to it above; and

"U.S." or the "United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be construed as agreeing with the required word and/or pronoun. Any reference in this Agreement to “$” or to “dollars” shall refer to the lawful currency of Canada, unless otherwise specified.

ARTICLE 2

DUE DILIGENCE

2.1 Prior to Closing, the Company will allow the Agent and the Selling Group Members to conduct all due diligence which it may reasonably require to conduct. All information provided to the Agent and the Selling Group Members which is not in the public domain (the "Confidential Information") will be kept confidential by the Agent and the Selling Group Members and such Confidential Information will not be used or disclosed by the Agent, the Selling Group Members or their respective representatives for any purpose other than the Agent's and the Selling Group Members' due diligence review. The Agent and the Selling Group Members shall ensure that each of their representatives, including employees, professional consultants and agents, if any, shall be made aware of and be bound by this Section 2.1 prior to receiving any such Confidential Information.

ARTICLE 3

COVENANTS AND REPRESENTATIONS OF THE AGENT

3.1 The Agent hereby represents, warrants and covenants to the Company that:

(a) it is, and will remain so, until the completion of the Offering, duly qualified and registered to carry on business as a securities dealer in each of the jurisdictions where the sale of the Debentures requires such qualification and/or registration in a manner that permits the sale of the Debentures on the basis described hereunder;

(b) shall, and shall require any member of the Selling Group to agree to, distribute the Debentures only through appropriately registered investment dealers or brokers and in a manner which complies with and observes all Applicable Securities Laws in each jurisdiction into and from which they may offer to sell the Debentures or distribute any marketing materials in connection with the distribution of the

Debentures and will not, directly or indirectly, offer, sell or deliver any Debentures or deliver any marketing materials to any person in any jurisdiction other than in the Selling Jurisdictions except in such other jurisdictions as may be agreed in writing by the Company and in a manner which will not require the Company to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements of such other jurisdictions or pay any unreasonable filing fees which relate to such other jurisdictions;

(c) this Agreement has been duly authorized, executed and delivered by it and upon such execution and delivery by it, the Agreement constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Law; and

(d) it will offer and solicit offers for the purchase of the Debentures in compliance with Applicable Laws and only from such Persons and in such manner that, pursuant to Applicable Securities Laws, no prospectus, registration statement or similar document need be delivered or filed, and any prescribed reports of the issue and sale of the Debentures and, in the case of any jurisdiction other than the Canadian Selling Jurisdictions, no continuous disclosure obligations will be created.

ARTICLE 4

MARKETING MATERIALS

4.1 Until the Closing or termination of this Agreement, the Company and the Agent shall approve in writing (prior to such time that marketing materials are first provided to potential investors) any marketing materials (and amendments thereto) reasonably requested to be provided by the Agent to any potential investor of the Debentures, such marketing materials to comply with Applicable Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with the Offering to the Company at the latest on or before the day the marketing materials are first provided to any potential investor of the Debentures, and the provision of such copy to the Company shall constitute the Agent's authority to use such marketing materials in connection with the Offering.

4.2 The Company and the Agent (for and on behalf of the Agent and the other members of the Selling Group), on a joint (and not solidary, nor joint and several) basis, covenant and agree:

(a) not to provide any potential investor with any materials or information in relation to the distribution of the Debentures or the Company other than such marketing materials that have been approved in writing by the Company and the Agent; and

(b) that any marketing materials approved in accordance with this Article 4 shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials do not contravene Applicable Securities Laws.

The Agent (for and on behalf of the Agent and the other members of the Selling Group) covenants and agrees to comply with Applicable Securities Laws in connection with the provision of marketing materials to potential investors.

ARTICLE 5

MATERIAL CHANGE DURING DISTRIBUTION

5.1 The Company will promptly notify the Agent in writing if, prior to termination of the distribution of the Debentures, there shall occur any material change or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Company or any other change which, in each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Company’s Information Record.

5.2 The Company will in good faith discuss with the Agent as promptly as possible any circumstance or event which is of such a nature that there is or reasonably ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in Section 5.1.

ARTICLE 6

CLOSING

6.1 The Closing shall be completed at the Closing Time via electronic means or at the offices of the Company’s Counsel in Ontario, or at such other place as the Agent, for and on behalf of itself and the other members of the Selling Group, and the Company may agree upon. At or prior to the Closing Time, the Company shall deliver or cause to be delivered to the Agent Debenture Certificates representing the Debentures purchased by Purchasers registered in such name as shall be designated by the Agent. The payment made to the Company of the proceeds from the sale of Debentures will be net of the Agent’s Fee and net of amounts payable to the Agent’s Counsel, as more fully set out under Article 12, in lawful money of Canada by wire transfer. The Agent shall contemporaneously deliver a receipt for the Debentures and the Agent’s Fee and expenses.

ARTICLE 7

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

7.1 The Company represents and warrants to the Agent and the Purchasers that each of the following representations and warranties is true and correct on the date of this Agreement and acknowledges that the Agent and the Purchasers are relying upon such representations and warranties:

(a) the Company is a corporation duly organized, validly existing and in good standing under the Laws of the Province of British Columbia and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect, and has all requisite corporate power and authority to conduct its business and to own, lease and operate its properties and assets and to execute (as applicable), deliver and perform its obligations under the Transaction Agreements to which it is a signatory thereto and any other document, filing, instrument or

agreement delivered in connection with the Offering and to create, issue and sell the Debentures and to issue the Common Shares issuable upon conversion of the Debentures;

(b) each of the Material Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted immediately after the Closing. Each Material Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect, and has all requisite corporate power and authority to conduct its business and to own, lease and operate its properties and assets;

(c) the Company and each of the Material Subsidiaries is not insolvent (within the meaning of Applicable Laws), is able to pay its liabilities as they become due, and will have sufficient working capital to fund its operations for twelve (12) months following the receipt by the Company of the proceeds from the sale of the Debentures pursuant to the Offering;

(d) the Company's only subsidiaries are the Subsidiaries. Each of the Immaterial Subsidiaries, other than Quilla Mining S.A.C., Corporacion Minera Talla S.A.C., Altitude Exploraciones S.A.C. and Minera Tangana S.A.C.: (i) is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) is not engaged in any business activities; and (iii) does not have any property or assets that are material to the Company. The Company covenants to notify the Agent of any changes to this representation and warranty prior to Closing;

(e) Each of Quilla Mining S.A.C., Corporacion Minera Talla S.A.C., Altitude Exploraciones S.A.C. and Minera Tangana S.A.C., which are undergoing insolvency proceedings or are in liquidation, (i) do not have any property or assets that are material to the Company and, (ii) other than Minera Tangana S.A.C., is not engaged in any business activities. The Company covenants to notify the Agent of any changes to this representation and warranty prior to Closing;

(f) The legal and beneficial ownership of the share capital of the Subsidiaries is as set out in Section 7.1(aaaa) of the Disclosure Letter;

(g) the Company is a "reporting issuer" (as that term is defined under Canadian Securities Laws) or the equivalent in each of the Provinces of British Columbia and Alberta and not in default of any requirement under Canadian Securities Laws, and not on the lists of defaulting reporting issuers maintained by the Securities Commissions in British Columbia or Alberta;

(h) the Company is in compliance with the timely and continuous disclosure obligations under Canadian Securities Laws and, without limiting the generality of the foregoing, there has not occurred any adverse material change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, affairs, operations, capital, prospects or condition (financial or otherwise) of the Company

since December 31, 2024, which has not been publicly disclosed on a non-confidential basis and all the statements set forth in the Company’s Information Record are true, correct, and complete in all material respects and do not contain any misrepresentation as of the date of such statements and the Company has not filed any confidential material change reports since the date of such statements;

(i) all forward-looking information (as that term is defined under Canadian Securities Laws) of the Company contained in the Company’s Information Record, including any forecasts and estimates, expressions of opinion, intention and expectation have been based on assumptions that are reasonable in the circumstances, and the Company has updated such forward-looking information as required by and in compliance with Canadian Securities Laws;

(j) the statistical, industry and market related data, if any, included in the Company’s Information Record is derived from sources which the Company reasonably believes to be accurate, reasonable and reliable, and such data agrees with the sources from which it was derived;

(k) Odyssey Trust Company at its principal offices in Vancouver, British Columbia, has been duly appointed as the registrar and transfer agent in respect of the Common Shares;

(l) the Common Shares are listed and posted for trading on the TSXV;

(m) as at the date hereof, the authorized share structure of the Company consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares. As of February 11, 2026, 284,027,331 Common Shares are issued and outstanding as fully paid and non-assessable and no Preferred Shares are issued and outstanding;

(n) neither the Company nor the Subsidiaries has taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSXV and the Company is currently in compliance with the rules and policies of the TSXV;

(o) other than as contemplated by this Agreement and other than 44,281,147 outstanding warrants, 6,850,000 outstanding share options, and 900,000 outstanding RSUs, an agreement to issue an additional 2,500,000 warrants as disclosed in the press release of the Company dated January 26, 2026 and agreements to issue up to 500,000 options, no person has any agreement, option, right or privilege (whether at law, pre-emptive, contractual or otherwise) capable of becoming an agreement for (i) the purchase, acquisition, subscription for, issue of, or conversion into any of the unissued shares or other securities or convertible obligations of any nature of the Company, or (ii) the purchase or acquisition from the Company of any issued shares or other securities of the Company;

(p) to the knowledge of the Company, no agreement among or involving insiders of the Company is in force or effect which in any manner affects the voting or control of any of the securities of the Company or the Material Subsidiaries;

(q) except as disclosed in the Disclosure Letter, neither the Company nor any of its Material Subsidiaries is: (i) in violation of its constating documents; nor (ii) in default of the performance or observance of any Material Agreement or covenant or condition contained therein to which it is a party or by which it or its property may be bound, except for any such violations or defaults that would not result in a Material Adverse Effect;

(r) except for Permitted Encumbrances and except as disclosed in the Disclosure Letter, the Assets and Properties that the Company and its Material Subsidiaries own are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s or its Material Subsidiaries’ ownership or use of such property or assets. With respect to the Assets and Properties leased by the Company or its Material Subsidiaries, the Company and its Material Subsidiaries are in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets;

(s) except for Permitted Encumbrances, no third party has any ownership right, title, interest in, claim in, lien against or any other right to the Assets and Properties purported to be owned by the Company or any of its Material Subsidiaries;

(t) the Company or its Material Subsidiaries owns or has the right to use all Assets and Properties currently owned or used in the Business, including: (i) all Material Agreements; and (ii) all Assets and Properties necessary to enable the Company and its Material Subsidiaries to carry on the Business as now conducted and as presently proposed to be conducted immediately after the Closing;

(u) neither the Company nor the Material Subsidiaries are party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company or the Material Subsidiaries to carry on its business as currently constituted, transfer or move any of their assets or operations in accordance with its business practices or which materially and adversely affect the business practices, operations or condition of the Company or the Subsidiaries;

(v) other than the Subsidiaries, the Company does not currently own or control, directly or indirectly, any interest in any other Company, partnership, trust, joint venture, limited liability Company, association, or other business entity;

(w) except as disclosed in the Disclosure Letter, the Company and each Material Subsidiary has performed all of the obligations required to be performed by it prior to the date hereof and is entitled to all benefits under, and is not in default or, to its knowledge, alleged to be in default in respect of, any of the Material Agreements. All Material Agreements are in good standing and in full force and effect, and no event, condition or occurrence exists that, after notice or lapse of time or both, or otherwise, would constitute a default under or breach of, by the Company, any Material Subsidiaries, or any other person, any material obligation, agreement,

covenant or condition contained in any of the Material Agreements. There is no dispute between the Company or the Material Subsidiaries and any other party under any of the Material Agreements. Neither the Company nor the Material Subsidiaries has received any written notice of a dispute in respect of any of the Material Agreements. None of the Material Agreements contain terms under which the execution or performance of this Agreement or the completion of the Offering would give any other contracting party the right to terminate or adversely change the terms thereof or otherwise require the consent of any other person;

(x) (i) the Company and each of its Material Subsidiaries is duly qualified and possesses all Governmental Licenses issued by the appropriate Governmental Authority necessary to conduct the Business as now operated by the Company and the Material Subsidiaries in all jurisdictions in which they carry on business; (ii) the Company and each of its Material Subsidiaries is in compliance with the terms and conditions of all such Governmental Licenses; (iii) all of the Governmental Licenses are in good standing, valid and in full force and effect; (iv) none of the Company and its Material Subsidiaries has received any notice relating to the revocation or modification of any such Governmental License or received any notice from a Governmental Authority that its license will not be granted; (v) there are no facts or circumstances known to the Company that could lead to the revocation, suspension, modification or termination of any such Governmental Licenses if the subject of an unfavourable decision, ruling or finding; (vi) neither the Company nor any Material Subsidiary is in material default with respect to filings to be effected or conditions to be fulfilled in order to maintain such Governmental Licenses in good standing; (vii) none of such Governmental Licenses contains any term, provision, condition or limitation which has or would reasonably be expected to affect or restrict in any material respect the operations of the Company or any Material Subsidiary or the Business as now carried on or proposed to be carried on; and (viii) neither the Company nor any Material Subsidiary has reason to believe that any party granting any such Governmental Licenses is considering limiting, suspending, modifying, withdrawing or revoking the same in any material respect;

(y) neither the Company nor the Material Subsidiaries own real property, other than mining and beneficiation concessions. With respect to each premises which the Company or any Material Subsidiary occupies as tenant (the "Company Leased Premises"), the Company or the Material Subsidiary (as applicable) occupies the Company Leased Premises and has the exclusive right to occupy and use the Company Leased Premises and neither the Company nor any Material Subsidiary is in breach or violation of or in default under any of the leases pursuant to which the Company or the Material Subsidiary (as applicable) occupies the Company Leased Premises and such leases are valid, in good standing and in full force and effect and are enforceable against the respective lessors thereof;

(z) the Company (i) holds a 100% interest in MMTP, which holds a 100% interest, directly or indirectly, in the other Material Subsidiaries (other than the minority shareholder interests as disclosed in Section 7.1(aaaa) of the Disclosure Letter), which in turn hold, directly or indirectly, a 100% legal and beneficial interest of, and have good and valid title to, all of the Mineral Properties, other than the Third-

Party Concessions, as described in the Disclosure Letter, in each case subject to Permitted Encumbrances and as disclosed in the Disclosure Letter and (ii) holds all other properties or assets of the Company or the Material Subsidiaries as described in the Company's Information Record, and in all cases such properties and assets are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than Permitted Encumbrances, and no other property rights (including surface or access rights) are necessary for the conduct of the Business of the Company and the Material Subsidiaries as currently conducted, other than as disclosed in the Disclosure Letter; neither the Company nor any Material Subsidiary knows of any claim or basis for any claim that might or could adversely affect the right of the Company or the Material Subsidiaries' to use, transfer, access or otherwise exploit such property rights; and, except as disclosed in the Company's Information Record, including, without limitation, in the Technical Report, neither the Company nor any Material Subsidiary has any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the property rights thereof;

(aa) the opinions of Peruvian counsel to the Company delivered pursuant to Section 9.1(a) will address the Mineral Properties, other than the NSR Concessions and Third-Party Concessions;

(bb) the Company and the Material Subsidiaries hold the Mineral Properties, other than the Third-Party Concessions, under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Material Subsidiaries to access the Mineral Properties, and explore and exploit the minerals relating thereto, except where the failure to have such rights or interests would not have a Material Adverse Effect; and all such Mineral Properties have been validly located and recorded in accordance with all Applicable Laws and are valid, subsisting and in good standing;

(cc) except as disclosed in the Disclosure Letter, the Material Agreements have been accurately disclosed in the Company's Information Record and are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Company and the Material Subsidiaries, as applicable, have performed all obligations (including all necessary work and payment obligations) in a timely manner (and in accordance with all applicable work program progress and payment schedules or requirements) under the Material Agreements, anticipate being able to continue to perform all such obligations moving forward and have been operating in accordance with the terms of and are in compliance with all terms and conditions contained in the Material Agreements. The Company and the Material Subsidiaries are not in violation, breach or default nor has it received any notification from any party claiming that the Company or a Material Subsidiary is in violation, breach or default under the Material Agreements and no other party, to the knowledge of the Company, is in breach, violation or default of any term under the Material Agreements. The Company does not expect the Material Agreements or the relationship with the counterparties thereto to be terminated or adversely modified, amended or varied or adversely enforced against the Company or a Material Subsidiary, as applicable, other than in the ordinary course of business. The carrying out of the business of the Company and the

Material Subsidiaries as currently conducted and as proposed to be conducted does not result in a material violation or breach of or default under the Material Agreements. No provision of the Material Agreements contravenes, or requires the Company or a Material Subsidiary to contravene at some point in the future, the Applicable Laws of Peru or of Canada in any material respect;

(dd) all of the Material Agreements pursuant to which the Company and the Material Subsidiaries hold their material properties and assets are valid and subsisting in full force and effect, enforceable in accordance with the terms thereof; the Company and the Material Subsidiaries are not in default of any of the material provisions of any such Material Agreements. Except as disclosed in the Company's Information Record, none of the properties or assets (nor the Material Agreements) of the Company or the Material Subsidiaries are subject to any right of first refusal or purchase or acquisition rights of a third party;

(ee) the Company and the Material Subsidiaries have obtained all Permits necessary to carry on the business of the Company and the Material Subsidiaries as it is currently conducted. The Company and the Material Subsidiaries are in compliance with the terms and conditions of all such Permits except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. All of such Permits issued to date are valid, subsisting, in good standing and in full force and effect and the Company and the Material Subsidiaries have not received any notice of proceedings relating to the revocation or modification of any such Permits or any notice advising of the refusal to grant or as to the adverse modification of any Permit that has been applied for or is in process of being granted and the Company and the Material Subsidiaries anticipate receiving any such Permit that has been applied for or is in the process of being granted in the ordinary course of business;

(ff) no part of the Mineral Properties or Permits of the Company or any Material Subsidiary have been taken, revoked, condemned or expropriated by any Governmental Authority nor has any written notice or proceedings in respect thereof been given or, to the knowledge of the Company, commenced or been threatened or is pending, nor does the Company or any Material Subsidiary have any knowledge of the intent or proposal to give such notice or commence any such proceedings;

(gg) to the knowledge of the Company, there are no claims or actions with respect to indigenous rights currently outstanding, or to the knowledge of the Company, threatened or pending, with respect to the Mineral Properties. To the knowledge of the Company, there are no land entitlement claims having been asserted or any legal actions relating to indigenous issues having been instituted with respect to the Mineral Properties, and no dispute in respect of the Mineral Properties with any local or indigenous group exists or, to the knowledge of the Company, is threatened or imminent;

(hh) regarding environmental matters, except as disclosed in the Disclosure Letter:

(i) the Company and each Material Subsidiary is in material compliance with all Environmental Laws and all operations on the Mineral Properties, carried on by

or on behalf of the Company and the Material Subsidiaries, have been conducted in all respects in accordance with good exploration, mining and engineering practices;

(ii) neither the Company nor any of the Material Subsidiaries has used, except in material compliance with all Environmental Laws and Permits, any properties or facilities which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Materials;

(iii) except as disclosed in the Disclosure Letter, neither the Company nor the Material Subsidiaries, nor to the knowledge of the Company, any predecessor companies thereof, have received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Laws, and neither the Company nor the Material Subsidiaries have settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company and the Material Subsidiaries and the Company and the Material Subsidiaries have not received notice of any of the same;

(iv) there have been no past unresolved claims, complaints, notices or requests for information received by the Company or any Material Subsidiary with respect to any alleged material violation of any Environmental Laws, and to the knowledge of the Company, none that are threatened or pending. No conditions exist at, on or under the Mineral Properties which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or would have a Material Adverse Effect;

(v) except as ordinarily or customarily required by applicable Permit, neither the Company nor the Material Subsidiaries have received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws. Neither the Company nor any Material Subsidiary has received any request for information in connection with any federal, state, provincial, municipal or local inquiries as to disposal sites;

(vi) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or any Material Subsidiary or the Mineral Properties, except for ongoing assessments conducted by or on behalf of the Company and the Material Subsidiaries in the ordinary course of business;

(ii) the Company is in compliance with the provisions of NI 43-101 and has filed all technical reports in respect of the Mineral Properties required thereby. The Technical Report remains current and complies in all material respects with the requirements of NI 43-101 and there is no new scientific or technical information concerning the Mineral Properties since the date thereof that would require a new technical report in respect of such properties to be issued under NI 43-101. The

Company and the Material Subsidiaries made available to the authors of the Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by the authors and none of such information contained any misrepresentation at the time such information was provided. The information set forth in the Company’s Information Record relating to scientific and technical information has been prepared in accordance with NI 43-101 and in compliance with the other Canadian Securities Laws of the Securities Commissions of British Columbia and Alberta;

(jj) the Company and each of its Material Subsidiaries is and at all times has been in compliance with all Applicable Laws, rules, regulations, ordinances, orders and decrees in all material respects, and the Company and the Material Subsidiaries have not received a notice of non-compliance, and do not know of, or have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Laws;

(kk) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada) (collectively, “Anti-Corruption Laws”), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws;

(ll) the operations of the Company and each Subsidiary are and have been conducted at all times in compliance with applicable financial record-keeping and reporting

requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. To the best knowledge of the Company, none of (i) the Company, (ii) any Person controlling or controlled by the Company, (iii) any Person having a beneficial ownership interest in the Company and (iv) any Person for whom the Company acts as an agent or nominee is (x) a country, territory, individual or entity named on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list, (y) a Person or entity prohibited under the programs administered by OFAC (“OFAC Programs”), or (z) a country, territory, individual or entity named on another international sanctions list. To the best knowledge of the Company, none of the proceeds of the Offering shall be derived from or used for any purpose prohibited under the OFAC Programs or other international sanctions programs;

(mm) the operations of the Company and its Subsidiaries are and have been conducted, in all material respects, in compliance with (i) all international trade, economic sanctions, and export controls and any other requirement applicable for any import, export controls and economic sanctions Laws and regulations (collectively, “Sanctions Laws”); and (ii) all antitrust or competition Laws (collectively, “Competition Laws”);

(nn) no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to Money Laundering Laws, Anti-Corruption Laws, Sanctions Laws or Competition Laws is pending and, to the Company’s knowledge, no such actions, suits or proceedings are threatened or contemplated;

(oo) except as disclosed in the Disclosure Letter, in connection with the collection, storage, transfer (including any transfer across national borders) and/or use of any personally identifiable information from any individuals, including any customers, prospective customers, employees and/or other third parties (collectively, “Personal Information”), the Company and its Material Subsidiaries are and have been in compliance with all Applicable Laws in all relevant jurisdictions, the Company’s and it’s Material Subsidiaries privacy policies and the requirements of any contract or codes of conduct to which the Company or any of its Material Subsidiaries is a party. The Company and its Material Subsidiaries have commercially reasonable physical, technical, organizational and administrative security measures and policies in place to protect all Personal Information collected by it or on its behalf from and against unauthorized access, use and/or disclosure;

(pp) the Company and its Material Subsidiaries are and have been in compliance with all Laws relating to data loss, theft and breach of security notification obligations;

(qq) to the knowledge of the Company, there has been no: (i) occurrence of unlawful, accidental or unauthorized destruction, loss, use, modification or disclosure of or access to Personal Information owned, stored, used, maintained or controlled by or on behalf of the Company, or (ii) unauthorized access to or disclosure of the Company’s Confidential Information or trade secrets;

(rr) the Company has not sold or issued its securities to any Persons who, to the knowledge of the Company, had knowledge of material non-public information regarding the Company;

(ss) except as disclosed in the Disclosure Letter, there are no legal or governmental actions, suits, judgments, investigations, charges or proceedings pending to which the Company or any of its Material Subsidiaries or the property or assets of the Company or any of its Material Subsidiaries are subject or, to the knowledge of the Company, to which any of the directors, officers or employees of the Company or any of its Material Subsidiaries are a party and, to the knowledge of the Company, no such proceedings have been threatened against or are pending with respect to the Company, its Material Subsidiaries or the property and assets of the Company or any of its Material Subsidiaries and/or any of the directors, officers or employees of the Company, and neither the Company nor any of its Material Subsidiaries is subject to any judgment, order, writ, injunction, decree or award of any Governmental Authority;

(tt) there are no judgments against the Company which are unsatisfied, nor are there any consent decrees or injunctions to which the Company is subject;

(uu) except as disclosed in the Disclosure Letter, the Company and the Material Subsidiaries are in material compliance with all terms and conditions of employment, pay equity and wages and has not and is not engaged in any unfair labour practice;

(vv) there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened (or any basis therefor known to the Company), involving the Company, any Material Subsidiary or any current or prior executive officer, director or employee of the Company or any Material Subsidiary involving an allegation of workplace sexual harassment or assault, nor, has any executive officer, director or, to the knowledge of the Company, employee of the Company or any Material Subsidiary engaged in workplace sexual harassment or assault. Neither the Company nor any Material Subsidiary has entered into any settlement agreements within the past three years related to allegations of workplace sexual harassment or misconduct by: (i) any current executive officer, director or employee; or (ii) former executive officer, director or employee;

(ww) except as disclosed in the Disclosure Letter, to the knowledge of the Company, none of the directors or officers of the Company or any Material Subsidiary are now, or have ever been, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a company; or (ii) subject to an order preventing, ceasing or suspending trading in any securities of the Company or any other company;

(xx) there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened (or any basis therefor known to the Company), involving the current or prior employment of any of the Company’s or any of its Material Subsidiaries’ employees, their services provided in connection with the Business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers;

(yy) each Employee Plan contributed to, or required to be contributed to, by the Company or any of its Material Subsidiaries for the benefit of any current or former director, officer, employee or consultant of the Company or any of its Material Subsidiaries has been maintained in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans;

(zz) none of the Company or any of its Material Subsidiaries is a party to or bound by any collective agreement and none of them are currently conducting negotiations with any labour union or employee association;

(aaa) except as disclosed in the Disclosure Letter, there is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance outstanding, or to the knowledge of the Company, threatened or pending, against the Company or any Material Subsidiary which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Company;

(bbb) all accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments of the Company and each of its Material Subsidiaries have been recorded on the books and records of the Company, subject to customary year-end adjustments;

(ccc) except as disclosed in the Disclosure Letter, there is no agreement, plan or practice relating to the payment of any management, consulting, service or other fee or any bonus, pensions, share of profits or retirement allowance, insurance, health or other employee benefit other than in the ordinary course of business (including under the Equity Incentive Plan);

(ddd) all necessary corporate action has been taken by the Company to authorize the issuance of the Debentures. Upon issue thereof (including, without limitation, payment of the Offering Price therefor), each of the Debentures shall be duly and validly created, and the Common Shares issuable upon conversion of a Debenture shall, upon issuance pursuant to the due conversion of such Debenture (in accordance with the terms of the Debenture Certificate representing such Debenture), be validly issued as fully paid and non-assessable Common Shares in the capital of the Company;

(eee) the Security is effective and enforceable in granting security, in favour of the Purchasers, in accordance with its terms, which security, subject to statutory

preferred exceptions and Permitted Encumbrances, ranks in priority to all existing and any future indebtedness of the Company and its Subsidiaries;

(fff) the issue of the Debentures and the Common Shares issuable on the conversion of the Debentures will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Company or to which the Company is subject (except as has been waived) and no holder of outstanding shares of the Company will be at the Closing Time or following the Closing Time entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Company;

(ggg) all forward-looking information and future oriented financial information contained any document which was approved by the Company for distribution in connection with the Offering, including financial highlights and projections, has been prepared by the Company in good faith and on a reasonable basis;

(hhh) the Transaction Agreements have been duly authorized, executed (as applicable) and delivered by the Company and constitute or, upon such execution, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally, general principles of equity, and the qualifications that equitable remedies may only be granted in the discretion of a court of competent jurisdiction and except that rights of indemnity, contribution, waiver and the ability to sever unenforceable terms may be limited under Applicable Law;

(iii) each of the execution and delivery of the Transaction Agreements, and the performance by the Company of its obligations hereunder and thereunder, including the issue and sale of the Debentures and the issuance of Common Shares upon conversion of the Debentures do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both):

(i) any statute, rule or regulation in effect at the date hereof applicable to the Company including the Canadian Securities Laws;

(ii) the articles, notice of articles or resolutions of the directors and the shareholders of the Company which are in effect at the date thereof;

(iii) any Material Agreement, any Debt Instrument, or any other indenture, contract, agreement, instrument, lease or other document to which the Company is a party or by which it is bound; or

(iv) any judgment, decree or order binding the Company or the property or assets of the Company;

(jjj) there is no requirement under any agreement or applicable Laws (including Canadian Securities Laws) or otherwise, for the Company to obtain the approval of its shareholders to complete the Offering;

(kkk) the Company is not aware of any shareholder agreements currently in place or that are contemplated or being negotiated, which in any manner affects the management or operation of the Company;

(lll) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, goods and services tax, harmonized sales tax, provincial sales tax, customs duties and land transfer taxes), duties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Company and its Material Subsidiaries have been paid when due except as disclosed in the Disclosure Letter. All tax returns, declarations, remittances and filings required to be filed by the Company and its Material Subsidiaries have been filed with all appropriate authorities and all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading. No audit, claim or examination of any tax return of the Company or any of its Material Subsidiaries is pending or currently in progress, or to the knowledge of the Company, threatened, and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Company or any of its Material Subsidiaries except as disclosed in the Disclosure Letter. There are no agreements, waivers or other arrangements with any Governmental Authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Company and its Material Subsidiaries except as disclosed in the Disclosure Letter;

(mmm) except as disclosed in the Disclosure Letter, the Company and its Material Subsidiaries have established on its books and records reserves that are adequate for the payment of all Taxes not yet due and payable and there are no liens for Taxes (other than Permitted Encumbrances) on the assets of the Company or any of its Material Subsidiaries;

(nnn) since December 31, 2024, there has been no material change in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Company that has not been disclosed in the Company’s Information Record;

(ooo) the Financial Statements have been prepared in conformity with IFRS, applied on a basis consistent with prior periods (other than in respect of the adoption of IFRS as described in the Financial Statements), and present fairly the financial position and condition of the Company and the Material Subsidiaries, other than those Material Subsidiaries that were not subsidiaries of the Company during the relevant period of the Financial Statements, taken as a whole, as at the dates thereof and for the periods indicated and, other than as disclosed in the Disclosure Letter, reflect all assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Company and the Material Subsidiaries and the results of their operations and the changes in their financial position for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Company and there has been no material change in the accounting policies or practices of the Company since December 31, 2024;

(ppp) other than the indebtedness set out in the Financial Statements, neither the Company nor any of its Material Subsidiaries is party to any debt instrument or any agreement, contract or commitment to create, assume or issue any debt instrument;

(qqq) other than as disclosed in the Financial Statements, there are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Company or the Material Subsidiaries with unconsolidated entities or other Persons;

(rrr) the Company and the Material Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in Canada and/or IFRS, as applicable, and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

(sss) neither the Company nor the Material Subsidiaries has any liabilities, direct or indirect, contingent or otherwise, which materially adversely affects the Company or the Material Subsidiaries, on a consolidated basis, or would reasonably be expected to have a Material Adverse Effect;

(ttt) the Company does not have any loans or other indebtedness outstanding, outside the normal course of business, which has been made to any of their respective shareholders, officers, directors or employees, past or present, or any Person not dealing at arm’s length with them;

(uuu) the Company’s Auditors are independent with respect to the Company within the meaning of Canadian Securities Laws and there has not been any reportable event (within the meaning of NI 51-102) with the Company’s Auditors or any former auditors of the Company during the past five (5) financial years;

(vvv) except as disclosed in the Company’s Information Record or in the Disclosure Letter, the Company has not approved, entered into any agreement in respect of, and does not have any knowledge of:

(i) the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Company or any of the Material Subsidiaries whether by asset sale, transfer of securities or otherwise;

(ii) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company or the Subsidiaries or otherwise) of the Company or any of the Material Subsidiaries; or

(iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding securities of the Company or any of the Material Subsidiaries;

(www) the Company has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its securities and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities;

(xxx) there is not, in the constating documents of the Company or in any Material Agreement, Debt Instrument or any other indenture, contract, agreement, instrument, lease or other document to which the Company is a party or by which it is bound, any restriction upon or impediment to the declaration or payment of dividends by the directors of the Company or the payment of dividends by the Company to the holders of its Common Shares except as disclosed in the Disclosure Letter;

(yyy) other than as a result of ownership of Common Shares, none of the directors, officers or employees of the Company or any of its Subsidiaries or any associate or affiliate of any of the foregoing has any material interest, direct or indirect, in any material transaction or any proposed material transaction of the Company;

(zzz) the minute books and records of the Company and its Material Subsidiaries made available to counsel for the Agent in connection with their due diligence investigation of the Company for the periods from the respective dates of incorporation or formation of the Company and its Material Subsidiaries to the date hereof are all of the minute books and records of the Company and its Material Subsidiaries and contains copies of all significant proceedings of the shareholders, the boards of directors and all committees of the boards of directors of the Company and its Material Subsidiaries to the date hereof and there have not been any other formal meetings, resolutions or proceedings of the shareholders, boards of directors or any committees of the boards of directors of the Company and its Material Subsidiaries to the date hereof not reflected in such minute books and other records other than those which have been disclosed in writing to the Agent or at or in respect of which no material corporate matter or business was approved or transacted;

(aaaa) as of the date hereof, the authorized capital of the Subsidiaries together with the respective shareholders register of each of the Subsidiaries is set out in the Disclosure Letter;

(bbb) other than the shareholders listed in the Disclosure Letter, the Company is the direct or indirect registered and beneficial owner of all of the issued and outstanding shares and other voting securities of each Material Subsidiary, and except as disclosed in the Disclosure Letter, in each case free and clear of all liens, and no person, firm, corporation or entity has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Company or any Material Subsidiary of any of the shares or other securities of any Material Subsidiary;

(cccc) (i) the responses given by the Company and its directors and officers at all due diligence conducted by the Agent in connection with the Offering, as they relate to matters of fact, have been and shall continue to be true and correct in all material respects as at the time such responses have been or are given, as the case may be, and such responses taken as a whole have not and shall not omit any fact or information necessary to make any of the responses not misleading in light of the circumstances in which such responses were given or shall be given, as the case may be; and (ii) where the responses reflect the opinion or view of the Company or its directors or officers (including responses or portions of such responses which are forward-looking or otherwise relate to projections, forecasts, or estimates of future performance or results (operating, financial or otherwise)), such opinions or views have been and will be honestly held and believed to be reasonable at the time they are given;

(dddd) all information which has been prepared by the Company relating to the Company or the Material Subsidiaries and the Business, property and liabilities thereof and provided or made available to the Agent, and all financial, marketing, sales and operational information provided to the Agent are, as of the date of such information, true and correct in all material respects, taken as whole, and no fact or facts have been omitted therefrom which would make such information materially misleading;

(eeee) the Company has not withheld from the Agent any adverse material facts relating to the Company, the Material Subsidiaries or the Offering and, to the knowledge of the Company, no event has occurred or condition exists which will prevent the Offering from being completed materially upon the terms and conditions set forth in this Agreement and the Subscription Agreements on the Closing Date;

(ffff) the Company and the Material Subsidiaries have not made any significant acquisition, as such term is defined in Part 8 of NI 51-102, in its current financial year or prior financial years for which a business acquisition report has not been filed under NI 51-102, the Company has not entered into any agreement or arrangement in respect of a transaction that would be a significant acquisition for purposes of Part 8 of NI 51-102 and there are no proposed acquisitions by the Company that have progressed to the state where a reasonable Person would believe that the likelihood of the Company completing the acquisition is high and would be a significant acquisition for the purposes of Part 8 of NI 51-102 if completed as of the Closing Time;

(gggg) no Securities Commission nor the TSXV has issued any order requiring trading in any of the Company's securities to cease or preventing the distribution of any of the Debentures in any Selling Jurisdiction nor instituted proceedings for that purpose and to the best of the Company's knowledge, no such proceedings are pending or contemplated;

(hhhh) the Company and its Material Subsidiaries own or possess or can acquire on commercially reasonable terms sufficient legal rights to all Intellectual Property used for the conduct of the Business as currently carried on and proposed to be carried on immediately after the Closing without, to the knowledge of the

Company, any conflict with, or infringement of, the rights of others. To the knowledge of the Company, no product or service marketed or sold by the Company or any of its Material Subsidiaries violates any license or infringes any Intellectual Property Rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property owned, licensed or used by the Company or its Material Subsidiaries, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. Neither the Company nor any of its Material Subsidiaries has received any communications alleging that the Company or any of its Material Subsidiaries has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. The Company and its Material Subsidiaries have obtained and possess valid licenses to use all of the software programs present on the computers and other software enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Business. The Company and its Material Subsidiaries have implemented and maintained commercially reasonable measures to protect and maintain the confidentiality of all trade secrets and other confidential proprietary information forming part of or in relation to the intellectual property owned or licensed by the Company and its Material Subsidiaries;

(iii) to the extent any Intellectual Property has been created in whole or in part by current or past employees, consultants or independent contractors of the Company or its Material Subsidiaries, any rights therein of such Persons have been irrevocably assigned in writing to the Company or its Material Subsidiaries, as applicable, and no such Person has asserted any claim in respect of any moral rights in such Person's contribution to such Intellectual Property or any component thereof and all such moral rights have been waived by such Person. It will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company or its Material Subsidiaries. Neither the Company nor any of its Material Subsidiaries has embedded any open source, copy left or community source code in any of its products generally available or in development. For purposes of this subsection, the Company shall be deemed to have knowledge of a patent right if the Company has actual knowledge of the patent right;

(iii) each of the Company and the Material Subsidiaries has made back-ups of all material software and databases used by it and maintains such back-ups at a secure off-site location. The Company and the Material Subsidiaries have taken all reasonable steps (i) to maintain the integrity and security of its systems and network infrastructure in connection with their Business, and (ii) to protect the information technology and communication systems used in connection with their Business from contamination, corruption, computer viruses, firewall breaches, sabotage, hacking or other software routines or hardware components that would permit

unauthorized access or the unauthorized disablement, theft or erasure of its information technology or communication systems or software. The Company and the Material Subsidiaries have disaster recovery and security plans and procedures in place and, to the knowledge of the Company, there have been no material unauthorized intrusions into, breaches of the security of, or unauthorized disablement, theft or erasure of, the information technology, communication systems or software used in connection with their Business;

(kkkk) the Company and its Material Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; and the Company has no reason to believe that it will not be able to renew the existing insurance coverage of the Company and its Material Subsidiaries as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business on commercial reasonable rates. Neither the Company or any of its Material Subsidiaries has been denied any insurance coverage which it has sought or for which it has applied;

(Illl) other than the Agent pursuant to this Agreement and any party that the Agent direct all or part of their agency or other fiscal advisory or similar fee to, there is no Person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering; and

(mmmm) the Company shall have used its commercially reasonable efforts to cause each of the Company’s executive officers, directors and principal shareholders to execute and deliver to the Agent a lock-up agreement (the “Lock-Up Agreement”) in favour of the Agent in a form satisfactory to the Agent, acting reasonably, on or before the Closing Date, whereby such executive officer, director or principal shareholder of the Company shall agree, subject to customary carve outs agreed to by the Agent, not to, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other securities of the Company convertible into, exchangeable for or exercisable to acquire, Common Shares, directly or indirectly, for a period of four months plus one day following the Closing Date unless they first obtain the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned, or delayed.

7.2 It is further agreed by the Company that all representations, warranties and covenants contained in this Agreement made by the Company to the Agent shall also be deemed to be made for the benefit of Purchasers as if the Purchasers were also parties to this Agreement (it being agreed that the Agent are acting for and on behalf of the Purchasers for this purpose).

7.3 Any certificate signed by any officer on behalf of the Company and delivered to the Agent or Agent’s Counsel in connection with the Offering shall be deemed to be a representation and warranty by the Company as to matters covered thereby to the Agent.

ARTICLE 8

COVENANTS OF THE COMPANY

8.1 The Company makes the following covenants to the Agent and acknowledges that the Agent is relying upon such covenants in entering into this Agreement:

(a) The Company will fulfill to the satisfaction of the Agent, acting reasonably, all such steps as may reasonably be necessary to enable the Debentures to be offered for sale and sold on a private placement basis to Purchasers in the Selling Jurisdictions through the Agent or any other investment dealers or brokers registered in any of the Selling Jurisdictions by way of the exemptions available under Applicable Securities Laws of each of the Selling Jurisdictions.

(b) The Company has filed, will file, or will cause to be filed, within the periods stipulated under Applicable Securities Laws, and at the Company’s expense, all forms required to be filed by the Company under Applicable Securities Laws in each Selling Jurisdiction in connection with the issue and sale of the Debentures (including a Form 45-106F1 with the applicable Securities Commissions) so that the distribution of the Debentures to the Purchasers may lawfully occur without the necessity of filing a prospectus, registration statement or other offering document in Canada. The Agent agrees to comply, and agrees to use reasonable commercial efforts to assist the Company in complying, with all Applicable Securities Laws in connection with the Offering. All prescribed fees payable in connection with filings that the Company is obligated to make shall be at the expense of the Company.

(c) The Company covenants that prior to the Closing Time, and at all times until the Closing Time, it will allow the Agent (and its counsel) to conduct all due diligence which the Agent may reasonably require or which may be considered necessary or appropriate by the Agent. The Company will provide the Agent (and its counsel) with reasonable access to the Company’s senior management and corporate, financial and other records for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry in which the Agent (and its counsel) may conduct, the Company shall also make available its directors, senior management, auditors and legal counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions (collectively, the “Due Diligence Sessions”) to be held prior to Closing. The Agent will distribute a list of written questions to be answered in advance of each such due diligence session and the Company will provide written or oral responses (the “Responses”) to such questions. If any of the facts or information underlying or supporting the statements provided in the Responses have changed, the Company shall provide the

Agent with prompt notice of the particulars of any such changes, prior to the Closing Time on the Closing Date.

(d) The Company covenants to use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Article 9 hereof.

(e) The Company covenants to use best efforts to take or cause to be taken all necessary steps to ensure that the Company has obtained the necessary approval of the TSXV for the issuance of the Debentures and the listing of the Common Shares issuable upon conversion of the Debentures on such customary post-closing conditions imposed by the TSXV as are acceptable to the Agent and the Company, acting reasonably (the “Standard Listing Conditions”). The Company shall use its best efforts to fulfil such Standard Listing Conditions within the time periods prescribed by the TSXV. The Company covenants to fulfill all requirements of the TSXV in connection with the Offering.

(f) The Company covenants to fulfill or cause the fulfillment of all legal requirements to permit the creation, issuance, offering and sale of Debentures, the issuance of the Common Shares upon the conversion of the Debentures and the execution and granting of the Security, all as contemplated in this Agreement, and file or cause to be filed all documents, notices, applications, forms or undertakings required to be filed by the Company or its Subsidiaries and take or cause to be taken all action required to be taken by the Company or its Subsidiaries in connection with the issuance and sale of Debentures, the issuance of the Common Shares upon the conversion of the Debentures and the creation and execution of the Security.

(g) The Company covenants that it will use its commercially reasonable efforts to satisfy all of the conditions for Closing required to be fulfilled by it and to the completion of the Offering, in accordance with the provisions of the Subscription Agreements.

(h) During the period from the date hereof until the Closing Time, the Company covenants to promptly inform the Agent of the full particulars of any request of any Securities Commission for any information, or the receipt by the Company of any communication from any Securities Commission or any other competent authority relating to the Company or which may be relevant to the distribution of the Debentures.

(i) During the period from the date hereof until the Closing Time, the Company covenants to advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of any order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Common Shares) issued by any Securities Commission or the institution, threatening or contemplation of any proceeding for any such purposes.

(j) During the period from the date hereof until the Closing Time, it will promptly provide to the Agent for review by the Agent and the Agent’s counsel, prior to filing or the issuance of same, any proposed public disclosure document, including

without limitation, any financial statements of the Company, report to shareholders, information circular, press release or material change report.

(k) Except to the extent that the Company participates in a takeover bid, merger, arrangement amalgamation, liquidation or other similar business combination or sale transaction, the Company covenants to use its commercially reasonable best efforts to maintain its status as a “reporting issuer” (as that term is defined under Canadian Securities Laws), or the equivalent thereof, not in default of the requirements of the Canadian Securities Laws of each of the Provinces of British Columbia or Alberta which have such a concept to the date which is at least 60 months following the Closing Date.

(l) The Company covenants to use the net proceeds of the Offering in accordance with the term sheet attached as Schedule “A” to the Engagement Letter.

(m) Except to the extent that the Company participates in a takeover bid, merger, arrangement amalgamation, liquidation or other similar business combination or sale transaction, the Company covenants to use its commercially reasonable efforts to maintain the listing of the Common Shares on the TSXV or such other recognized stock exchange or quotation system to the date that is 60 months following the Closing Date so long as the Company meets the minimum listing requirements of the TSXV or such other exchange or quotation system.

(n) The Company covenants that from the date hereof to the Closing Date it shall obtain prior approval of the Agent as to the content and form of any press release or other public disclosure document prior to issuance, such approval not to be unreasonably withheld. For greater certainty, the Agent agrees that the Company shall be entitled to disclose the terms of this Agreement and the Engagement Letter in its press releases in connection with the Offering. Any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation, substantially as follows: “Not for distribution to the U.S. Newswire or for dissemination in the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. “United States” and “U.S. persons” shall have the meanings assigned to them in Regulation S under the U.S. Securities Act.”

(o) The Company agrees not to, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to, or announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of,

any additional Common Shares or any securities convertible or exchangeable into Common Shares, other than pursuant to (i) the exercise of the Agent’s Option, (ii) the grant, exercise or vesting of stock options, share units and other similar issuances pursuant to any Equity Incentive Plan in place prior to the Closing Date, (iii) an arm’s length acquisition, (iv) the exchange, transfer, conversion or exercise of rights of existing outstanding securities or existing commitments, for a period commencing on the date hereof and ending on the date that is four months plus one day following the Closing Date, without the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed.

(p) As soon as reasonably practicable, and in any event no later than 45 days following Closing, the Company shall cause the following to be completed:

i. Amendment to the Asset Trust:

(A) publish the amendment in the Sistema de Información de Garantías Mobiliarias;

(B) register the amendment in the electronic files at the relevant Peruvian Public Registries for each of the Mineral Properties (other than the NSR Concessions and the Third-Party Concessions); provided that the 45 day term following Closing will be automatically extended as long as the Company can show it is making commercially reasonable efforts to achieve such registration;

(C) deliver to the Purchasers a copy of the communication sent by Trafigura PTE to Scotiabank confirming payment and full satisfaction of all obligations secured by the original trust, in the form attached as Annex F to the Amendment to the Asset Trust; and

(D) provide evidence of:

the execution by Scotiabank of the public deed containing the unilateral declaration of satisfaction of the condition precedent to execution of the Amendment to the Asset Trust, in the form attached as Annex G to the Amendment to the Asset Trust; and
its publication in the Sistema de Información de Garantías Mobiliarias;

ii. Release of Share Pledge:

(A) record the release in the share ledger of Recuperada; and

(B) either (x) register the release in the relevant Peruvian Public Registry, provided that the 45 day term following Closing will be automatically extended as long as the Company can show it is making commercially

reasonable efforts to achieve such registration; or (y) publish the release in the Sistema de Información de Garantías Mobiliaria;

iii. Amendment to the Administration Trust:

(A) publish the amendment in the Sistema de Información de Garantías Mobiliarias.

ARTICLE 9

CONDITIONS TO CLOSING

9.1 The obligations of the Agent under this Agreement shall be subject to the performance by the Company of its obligations hereunder and the following additional conditions, which conditions the Company covenants to exercise its commercially reasonable efforts to have fulfilled on or prior to the Closing Date and which conditions may be waived in writing in whole or in part by the Agent:

(a) the Agent shall have received an opinion, dated as of the Closing Date, addressed to the Agent and the Purchasers, and subject to customary qualifications, of Company’s Counsel and opinions of local counsel (including Peruvian and Isle of Man legal counsel) as applicable dated as of the Closing Date and addressed to the Agent and the Purchasers, (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company; and (ii) as to matters of fact not independently established, on certificates of the Company’s auditors or a public official) with respect to the following matters:

(i) the existence of the Company under the laws of the Province of British Columbia;

(ii) the existence of the Material Subsidiaries under Applicable Laws;

(iii) the corporate power and capacity of the Company to (A) execute, deliver and perform its obligations under the Transaction Agreements, as applicable, (B) create, issue and sell the Debentures, (C) issue the Common Shares upon conversion of the Debentures, and (D) grant the Agent’s Option;

(iv) the corporate power and capacity of the Material Subsidiaries to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party;

(v) the authorized and issued capital of the Company;

(vi) the authorized and issued capital of the Material Subsidiaries;

(vii) the appointment by the Company of Odyssey Trust Company, as the transfer agent of the Company;

(viii) all necessary corporate action has been taken by the Company to (A) execute, deliver and perform its obligations under the Transaction Agreements, (B) create, issue and sell the Debentures, (C) issue the Common Shares upon conversion of the Debentures, and (D) grant the Agent’s Option;

(ix) all necessary corporate action has been taken by the Material Subsidiaries to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party;

(x) each of the Transaction Agreements have been duly executed and delivered by the Company and the Material Subsidiaries, as applicable, and each of the Transaction Agreements constitutes a legal, valid and binding obligation of the Company and the Material Subsidiaries, as applicable, enforceable against each of them, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, arrangement, winding up, fraudulent preference and conveyance, assignment and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in the Transaction Agreements may be limited by Applicable Laws;

(xi) the execution and delivery of the Transaction Agreements and the performance by each of the Company and the Material Subsidiaries, as applicable, of its obligations hereunder and thereunder, and the issue and sale of the Debentures and the Common Shares issuable on the conversion of the Debentures, in each case in accordance with their respective terms does not and will not conflict with, result in a breach of or default under, and do not and will not create a state of facts which, whether with or without the giving of notice or lapse of time or both, will result in a breach or violation of or default under:

(A) any of the terms, conditions or provisions of the articles of the Company or the applicable Material Subsidiary;

(B) any applicable corporate or securities laws;

(C) any judgement, decree or order of any applicable Governmental Authority having jurisdiction over or binding the Company or the applicable Material Subsidiary or its respective properties or assets;

(xii) the Common Shares have been duly authorized and reserved for issuance and, upon payment in full of the applicable Conversion Price therefor in accordance with the terms of the Debentures, when issued, be validly issued as fully paid and non-assessable Common Shares;

(xiii) the Common Shares have been conditionally approved for listing on the TSXV, subject only to the Standard Listing Conditions;

(xiv) the offering, sale and issuance of the Debentures through the Agent to the Purchasers resident in the Selling Jurisdictions in Canada and the issuance of the Common Shares upon conversion of the Debentures, in accordance with the terms of this Agreement, are each exempt from the prospectus requirements of Canadian Securities Laws, and the only filings, proceedings, approvals, permits, consent or authorization required to be made, taken or obtained under Canadian Securities Laws in the Canadian Selling Jurisdictions are the filing by the Company with the applicable provincial Securities Commissions of a report in Form 45-106F1, as prescribed by NI 45-106, together with the requisite filing fees;

(xv) the issuance of the Common Shares upon conversion of the Debentures will be exempt from the prospectus requirements of Canadian Securities Laws and no prospectus is required nor are any other documents, proceedings or approvals, permits, consents or authorizations of regulatory authorities required to be filed, taken or obtained (other than those which have been filed, taken or obtained) under Canadian Securities Laws to permit such issuance by the Company;

(xvi) the first trade of the Common Shares issuable upon conversion of the Debentures in the Canadian Selling Jurisdictions is exempt from the prospectus requirements of applicable Canadian Securities Laws and no prospectus, offering memorandum or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Company under applicable Canadian Securities Laws to permit such trade through registrants registered under Canadian Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that at the time of such trade:

(A) the Company is and has been a “reporting issuer”, as defined in Canadian Securities Laws, in a province or territory of Canada for at least the four months immediately preceding the trade;

(B) at least four months have elapsed from the “distribution date” (as such term is defined in NI 45-102);

(C) the certificates representing the securities that are the subject of the trade were issued with a legend stating the prescribed restricted period in accordance with section 2.5(2)3(i) of NI 45-102, or if the securities are entered into a direct registration or other electronic book entry system, or if the Purchaser did not directly receive a certificate representing the security, the Purchaser received written notice containing the legend restriction notation set out in section 2.5(2)3(i) of NI 45-102;

(D) the trade is not a “control distribution” (as defined in NI 45-102);

(E) no unusual effort is made to prepare the market or create a demand for the securities that are the subject of the trade;

(F) no extraordinary commission or consideration is paid to a Person or Company in respect of the trade; and

(G) if the holder is an insider or officer of the Company at the time of the trade, the holder has no reasonable grounds to believe that the Company is in default of the securities legislation (as defined in National Instrument 14-101- Definitions of the CSA);

(xvii) the Company is a “reporting issuer” under Canadian Securities Laws of each of the provinces of British Columbia and Alberta and is not on a list of defaulting issuers maintained by any Securities Commission;

(xviii) a “bring down” legal opinion as to changes to title and ownership with respect to the Mineral Properties, other than the NSR Concessions and Third-Party Concessions, since the date of the Previous Property Opinion; and

(xix) that the Security is valid, effective and enforceable in accordance with its terms and creates a valid security interest in favour of the Purchasers over all material assets of the Company and its Material Subsidiaries, ranking in priority to all existing and future indebtedness of the Company and its Material Subsidiaries (other than the NSR Concessions and the Third-Party Concessions), securing all obligations of the Company under the Debentures and, with respect to the Amendment to the Asset Trust, ranking in priority to all existing and future indebtedness of the Company and its Material Subsidiaries, other than the security granted pursuant to the NSR Agreement.

(b) if any of the Debentures are sold to Purchasers in any jurisdiction other than the Canadian Selling Jurisdictions and if requested by the Agent acting reasonably, the Agent shall have received at the Closing Time customary and favourable legal opinions of local counsel in such foreign jurisdictions dated the Closing Date in form and substance reasonably satisfactory to the Agent and its counsel, acting reasonably, including opinions to the effect that the offer and sale of any Debentures in such foreign jurisdictions does not contravene any Applicable Laws in such foreign jurisdictions or any Applicable Securities Laws to which the Purchaser is otherwise subject and does not result in: (i) any obligation of the Company to prepare and file a prospectus, an offering memorandum or similar document; or (ii) any obligation of the Company to make any filings with or seek any approvals of any kind from any regulatory body in such jurisdiction or any other ongoing reporting requirements with respect to such purchase or otherwise; or (iii) any registration or other obligation on the part of the Company under the Applicable Securities Laws in such foreign jurisdictions or any Applicable Securities Laws to which the Purchaser is otherwise subject;

(c) the Agent shall have received at the Closing Date copies of the Subscription Agreements completed by the respective parties thereto;

(d) the Agent shall have received evidence of the issuance, subject to receipt of the purchase price therefor, of the Debentures in form and substance satisfactory to the Agent, acting reasonably;

(e) the Company shall have complied with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the Closing Time;

(f) the Security shall have been entered into, and all registrations, filings or notices required to effect the first priority security interests (other than, in respect of the Material Subsidiaries, the NSR Concession and the Third-Party Concession) granted in favour of the Purchasers thereunder shall have been made or provided, except for any Security as will be granted after Closing Time in accordance with the terms of the Debentures;

(g) the Agent shall have received a certificate, dated as of the Closing Date, of an officer of the Company, addressed to the Agent in form and substance satisfactory to the Agent, acting reasonably, with respect to:

(i) the constating documents and articles of the Company;

(ii) the resolutions of the directors of the Company relevant to the issue and sale of the Debentures and the authorization of this Agreement and other agreements and transactions contemplated by this Agreement; and

(iii) the incumbency and signatures of signing officers of the Company;

(h) the Agent shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of the Company (or such other officer or officers of the Company acceptable to the Agent, acting reasonably), addressed to the Agent and its counsel, certifying, for and on behalf of the Company, after having made due inquiries, with respect to the following matters:

(i) the Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time;

(ii) the representations and warranties of the Company contained herein are true and correct as at the Closing Time, with the same force and effect as if made on and as at the Closing Time after giving effect to the transactions contemplated hereby; and

(iii) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Company has been issued by any Securities Commissions and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such the Company, contemplated or threatened under any Applicable Securities Laws or by any Securities Commissions;

(i) the Agent and its counsel shall have been provided with information and documentation, reasonably requested relating to their due diligence inquiries and investigations and shall not have identified any undisclosed changes having a Material Adverse Effect or misrepresentations in the Company’s Information Record;

(j) the Agent shall have received a corporate certificate of good standing (or equivalent) in respect of the Company and each of the Material Subsidiaries;

(k) the Agent shall have received a complete, current and accurate corporate structure chart of the Company, including all Subsidiaries;

(l) the Agent shall have received satisfactory evidence of the approval (or conditional approval) of the listing and posting for trading on the TSXV of the Common Shares issuable upon conversion of the Debentures;

(m) the Agent shall have received satisfactory evidence that the Company is not in default under applicable Canadian Securities Laws in the Canadian Selling Jurisdictions;

(n) the Agent shall have received a certificate or other document from Odyssey Trust Company dated the Closing Date as to its appointment as transfer agent and as to the number of Common Shares issued and outstanding as at the close of business on the Business Day prior to the Closing Date;

(o) the Agent shall have received the executed Lock-Up Agreements from each director, officer and principal shareholder of the Company in favour of the Agent in a form reasonably satisfactory to the Agent;

(p) the Agent shall have received satisfactory evidence that the Company has obtained all necessary waivers, consents and/or approvals of the transactions contemplated herein, if any;

(q) the Agent not having exercised its rights of termination set forth in Article 10;

(r) the Agent shall have received the Disclosure Letter;

(s) with respect to the Security, the Agent and each Purchaser shall have received, in form and substance satisfactory to the Agent, such Purchaser and their respective counsel, acting reasonably, of each of the following:

(i) a copy of the executed minute and written confirmation of the execution by public deed of the Amendment to the Asset Trust, designating the Purchaser as a beneficiary thereunder;

(ii) a copy of the executed minute and written confirmation of the execution by public deed of the Amendment to the Administration Trust, designating the Purchaser as a beneficiary thereunder;

(iii) a copy of the executed minute and written confirmation of the execution by public deed of the Release of Share Pledge;
(iv) an executed copy by the Material Subsidiaries of the Guarantee in favour of each Purchaser;
(v) an executed copy by the Company of the MMTP Pledge in favour of the Lead Subscriber;
(vi) an executed copy by the Company of the GSA in favour of each Purchaser;
(vii) an executed copy by the Company of the Intercreditor Agreement; and
(t) the Agent shall have received such other documents as the Agent or its counsel may reasonably request prior to the Closing Time.

ARTICLE 10 TERMINATION RIGHTS

10.1 The Company agrees that all representations, warranties, terms and conditions of this Agreement shall be construed as conditions and complied with so far as the same relate to acts to be performed or caused to be performed by it, that it will use its reasonable efforts to cause such representations, warranties, terms and conditions to be complied with, and that any breach or failure by the Company to comply with any of such conditions in any material respect shall entitle the Agent, at the Agent’s option, to terminate its obligations under this Agreement by notice to that effect given to the Company at the Closing Time unless otherwise expressly provided in this Agreement. The Agent may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to their rights in respect of any other such terms and conditions or any other or subsequent breach or non-compliance.

10.2 In addition to any other remedies which may be available to the Agent in respect of any default, act or failure to act, or non-compliance with the terms of this Agreement by the Company, the Agent shall be entitled, at the Agent’s option, to terminate and cancel, without any liability on the part of the Agent, except in respect of any liability which may have arisen or may arise after such termination under Article 11 and Article 12, its obligations under this Agreement by giving written notice to the Company at any time after the date hereof and prior to the Closing Time, if at any time since the date of the Engagement Letter any of the Agent’s termination rights set out in section 12 of the Engagement Letter are applicable.

10.3 The rights of termination contained in Article 10 are in addition to any other rights or remedies the Agent may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Agent to the Company or on the part of the Company to the Agent except in respect of any liability which may have arisen or may arise after such termination under Article 11 and Article 12.

ARTICLE 11

INDEMNITY AND CONTRIBUTION

11.1 The Company (the “Indemnitor”) hereby agrees to indemnify and hold the Agent, its affiliates and officers, directors, employees, partners, agents and successors and assigns (hereinafter referred to as the “Indemnified Parties”, and each an “Indemnified Party”) harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Agent, to which the Agent and/or its Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law or otherwise, insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and their Indemnified Parties hereunder or otherwise in connection with the matters referred to in the Agreement to which this is attached, provided, however, that this indemnity shall not apply in respect of an Agent or its respective Indemnified Parties to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (i) the Agent or its respective Indemnified Parties have been negligent or have committed any fraudulent act or wilful misconduct in the course of such performance; and (ii) the expenses, losses, claims, damages, or liabilities, as to which indemnification is claimed, were directly or indirectly caused by the negligence, fraudulent act or wilful misconduct referred to in (i).

11.2 If for any reason (other than the occurrence of any of the events itemized in (i) and (ii) above), the foregoing indemnification is unavailable to the Agent or insufficient to hold it harmless as applicable, then the Indemnitor shall contribute to the amount paid or payable by the Agent as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent on the other hand but also the relative fault of the Indemnitor and the Agent, as well as any relevant equitable considerations; provided that the Indemnitor shall, in any event, contribute to the amount paid or payable by the Agent as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Agent hereunder pursuant to the Engagement Letter.

11.3 The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Agent by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or any such entity shall investigate the Indemnitor and/or the Agent and any Indemnified Parties of the Agent shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agent, the Agent shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agent for time spent by its Indemnified Parties in connection therewith) and out-of-pocket expenses incurred by its Indemnified Parties in connection therewith shall be paid by the Indemnitor as they occur.

11.4 Promptly after receipt of notice of the commencement of any legal proceeding against the Agent or any of their respective Indemnified Parties or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in

respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. The omission so to notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to the Agent except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitor would otherwise have under this indemnity had the Agent not so delayed in giving or failed to give the notice required hereunder.

11.5 The Indemnitor shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. Upon the Indemnitor notifying the Agent in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to the Agent for any legal expenses subsequently incurred by them in connection with such defence. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Agent, will keep the Agent advised of the progress thereof and will discuss with the Agent all significant actions proposed.

11.6 Notwithstanding the foregoing paragraph, the Agent shall have the right, at the Indemnitor's expense, to employ counsel of the Agent's choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Indemnitor; or (ii) the Indemnitor has not assumed the defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor or the Agent has advised the Agent that representation of both parties by the same counsel would be inappropriate for any reason, including without limitation because there may be legal defences available to the Agent which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defence on the Agent's behalf) or that there is an actual or potential conflict of interest between the Indemnitor and the Agent or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defence on the Agent's behalf).

11.7 No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Agent. No admission of liability shall be made and the Indemnitor shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent.

11.8 The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties of the Agent and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any of the Indemnified Parties of the Agent. The foregoing provisions shall survive the completion of professional services rendered under the letter to which this is attached or any termination of the authorization given by the letter to which this is attached.

11.9 The Indemnitor hereby constitutes the Agent as agent and trustee for the other Indemnified Parties of the Indemnitor's covenants under this indemnity with respect to such persons and the Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

ARTICLE 12

EXPENSES

12.1 Whether or not the Offering contemplated by this Agreement is completed, the Company shall pay all reasonable expenses related to the Offering, including, but not limited to: (i) fees and disbursements of the Company's Counsel; (ii) all reasonable fees and disbursements of the Agent's Counsel up to the amount specified in section 8 of the Engagement Letter plus disbursements and applicable taxes; (iii) fees and disbursements of accountants and auditors; (iv) fees and disbursements of other applicable experts; (v) expenses related to road-shows and marketing activities; (vi) printing costs; (vii) filing fees; (viii) stock exchange fees; (ix) out-of-pocket expenses of the Agent, including, but not limited to, its travel expenses in connection with due diligence and marketing activities; and (x) taxes on all of the foregoing. Expenses payable hereunder shall be payable upon receipt of a detailed invoice with respect thereto or, at the option of the Agent, may be deducted from the gross proceeds of the Offering otherwise payable to the Company on the Closing Date. All or part of the amount payable under this Agreement may be subject to the federal Goods and Services Tax, Harmonized Sales Tax and/or applicable provincial sales tax (collectively, "Tax"). Where Tax is applicable, an additional amount equal to the amount of Tax owing or paid will be charged to the Company.

ARTICLE 13

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

13.1 The representations, warranties, covenants, obligations and agreements contained in this Agreement and in any document delivered pursuant to this Agreement and in connection with delivery of and payment for the Debentures contemplated herein shall survive the delivery of and payment for the Debentures and the termination of this Agreement and shall continue in full force and effect for the period hereinafter described for the benefit of the Agent (for and on behalf of the Agent and the Selling Group Members) or the Company, as the case may be, regardless of the Closing of the Offering, any subsequent disposition or conversion of the Debentures and any investigation by or on behalf of the Agent or the Selling Group Members with respect thereto. Such representations, warranties, covenants, obligations and agreements of the Company shall survive for a period ending on the latest date under Applicable Securities Laws that a Purchaser of Debentures may be entitled to commence an action with respect to the purchase of Debentures pursuant to the Offering, provided that the representations, warranties, covenants, obligations and agreements of the Company shall survive during the pendency of any actions commenced prior to the expiration of such period. Notwithstanding the foregoing, in the case of any fraud or fraudulent misrepresentation of the Company, the representations, warranties and covenants of such party contained in this Agreement or in agreements, certificates or other documents referred to in this Agreement or delivered pursuant to this Agreement shall survive the sale of the Debentures and the termination of this Agreement and shall remain in full force and effect indefinitely.

ARTICLE 14

AGENT'S SECURITIES ACTIVITIES AND FINANCIAL ADVISORY SERVICES

14.1 The Agent and any of its respective affiliates are engaged in a broad range of securities activities and financial advisory services. The Agent and its affiliates carry on a range of businesses on their own account and for their clients, including providing stock brokerage, investment advisory, investment management, proprietary financings and custodial services. It is possible that the various divisions, business groups and affiliates of the Agent which provide these services may hold long, short or derivative positions in securities or obligations of companies which are or may be involved in any transaction contemplated hereby and effect transactions in those securities or obligations for their own account or for the account of their clients. Accordingly, there may be situations where these divisions, business groups and affiliates and/or their clients either now have or may in the future have interests, or take actions, that may conflict with the interests of the Company, and the Company agrees that such divisions, business groups and affiliates, and their clients, may hold such positions, effect such transactions and take such other actions without regard to the Company's interests. In addition, research analysts of the Agent and its affiliates may hold and make statements or investment recommendations and/or publish research reports with respect to the Company, the transactions contemplated by this Agreement or any other party involved in such transactions that differ from or are inconsistent with the views or advice communicated by the Agent. The Company acknowledges and agrees that the Selling Group Members may be similarly situated. The Company agrees that the Agent, the Selling Group Members and its affiliates may undertake any business activity (including, without limitation, performing the same or similar engagements for other clients in the Company's industry) without further consultation with or notification to the Company. Furthermore, the Company agrees that the Agent, the Selling Group Members and their affiliates shall not have a duty to disclose to the Company or use on behalf of the Company any information whatsoever about, relating to or derived from those activities.

ARTICLE 15

GENERAL

15.1 Time shall be of the essence of this Agreement.

15.2 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

15.3 All funds referred to in this Agreement shall be in Canadian dollars unless otherwise stated herein.

15.4 Unless herein otherwise expressly provided, any notice, request, direction, consent, waiver, extension, agreement or other communication that is required to or may be given or made hereunder shall be in and shall be sufficiently given if delivered personally, or via email to such party, as follows:

(a) in the case of the Company:

Silver X Mining Corp.
620 – 1111 Melville St., Vancouver
BC, V6E 3V6

Canada

Attention: José García, CEO
Email: [Redacted – Personal Information]

And to

Attention: David Gleit, Chief Financial Officer
Email: [Redacted – Personal Information]

with a copy (for information purposes only and not to constitute notice) to:

Gowling WLG (Canada) LLP
First Canadian Place, Suite 1600
100 King St. West, Toronto, Ontario
M5X 1G5, Canada

Attention: R. Ian Mitchell
Email: [Redacted – Personal Information]

(b) in the case of the Agent:

Ventum Financial Corp.
181 Bay Street, Suite 2500
Toronto, Ontario
M5J 2T3, Canada

Attention: Joseph Gallucci, Managing Director & Head of Mining Investment Banking
Email: [Redacted – Personal Information]

Attention: Jennifer Leung
Email: [Redacted – Personal Information]

with a copy (for information purposes only and not to constitute notice) to:

Dickinson Wright LLP
Commerce Court West
199 Bay Street, Suite 2200
Toronto, Ontario
M5L 1G4, Canada

Attention: Andre G. Poles
Email: [Redacted – Personal Information]

Any such notice, direction or other instrument, if delivered personally, shall be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a Business Day then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following such day and if transmitted by fax or email, shall be deemed to have been given and received on the day of its transmission, provided

that if such day is not a Business Day or if it is transmitted or received after the end of normal business hours then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following the day of such transmission.

Any party hereto may change its address for service from time to time by notice given to the other party hereto in accordance with the foregoing provisions.

15.5 If any provision of this Agreement shall be adjudged by a competent authority to be invalid or for any reason unenforceable in whole or in part, such invalidity or unenforceability shall not affect the validity, enforceability or operation of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

15.6 Except as required by law or as deemed necessary to the Company in connection with legal or regulatory proceedings, the written or verbal advice or opinions of the Agent and the Selling Group Members, including any background or supporting materials or analysis, will not be publicly disclosed or referred to or provided to any third party by the Company without the prior written consent of the Agent (for and on behalf of the Agent and the Selling Group Members), in each specific instance such consent not to be unreasonably withheld. The Agent expressly disclaims any liability or responsibility by reason of any unauthorized use, publication, distribution of or reference to any written or verbal advice or opinions or materials provided by the Agent or the Selling Group Members or any unauthorized reference to the Agent, the Selling Group Members or this Agreement.

15.7 The Company agrees that the Agent and the Selling Group Members may, subsequent to the announcement of the Offering, make public its involvement with the Company in the Offering, including the right of the Agent or Selling Group Member, as applicable, at its own expense to, following completion of the Offering, place advertisements describing its services to the Company in financial, news or business publications.

15.8 In connection with the services described herein, the Agent shall act as independent contractor, and any duties of the Agent arising out of this Agreement shall be owed solely to the Company. The Company acknowledges that the Agent is a securities firm that is engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services, which may involve services provided to other companies engaged in businesses similar or competitive to the business of the Company and that the Agent shall have no obligation to disclose such activities and services to the Company. The Company acknowledges and agrees that in connection with all aspects of the engagement contemplated hereby, and any communications in connection therewith, the Company, on the one hand, and the Agent and any of its affiliates through which it may be acting, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agent or such affiliates, and each party hereto agrees that no such duty will be deemed to have arisen in connection with any such transactions or communications. The Company acknowledges and agrees that it waives, to the fullest extent permitted by law, any claims the Company and its affiliates may have against the Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agent shall have no liability (whether direct or indirect) to the Company or any of its affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company. Information which is held elsewhere within the Agent, but of which none of the individuals in the investment banking department or division of the Agent involved in providing

the services contemplated by this Agreement actually has knowledge (or without breach of internal procedures can properly obtain) will not for any purpose he taken into account in determining any of the responsibilities of the Agent to the Company under this Agreement. For greater certainty, the Agent and the Selling Group Members will not provide any legal, tax, accounting or regulatory advice, either pursuant to this Agreement or otherwise. The Company will be solely responsible for engaging and instructing such legal, tax, accounting and regulatory professionals as it deems necessary for purposes of the subject matter of this Agreement.

15.9 This Agreement shall be binding upon the Agent and the Company and their respective successors and permitted assigns.

15.10 Neither of the parties to this Agreement may assign or transfer its rights hereunder without the prior written consent of the other party.

15.11 This Agreement may be executed by any one or more of the parties to this Agreement by facsimile or electronic transmission and in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.

15.12 This Agreement shall constitute the entire agreement between the parties with respect to the subject matter of this Agreement and shall not be changed, modified or rescinded, except in writing signed by the parties. The provisions of this Agreement supersede all contemporaneous oral agreements and all prior oral and written quotations, communications, agreements and understandings of the parties with respect to the subject matter of this Agreement (including, for greater certainty, the Engagement Letter).

15.13 In the event that the obligations of the Company pursuant to this Agreement are not assumed by operation of law pursuant to the completion of a particular transaction, including under the Offering, the Company hereby agrees that, in connection with a transaction, it will use commercially reasonable efforts to obtain from the party or parties it enters into an agreement with for such transaction (the "Transaction Counterparty"), a covenant from the Transaction Counterparty in favour of the Agent to assume all obligations of the Company under this Agreement following the completion of such transaction.

15.14 The headings in this Agreement are for reference only and do not constitute terms of the Agreement.

15.15 The forbearance or failure of one of the parties hereto to insist upon strict compliance by the other with any provision of this Agreement, whether continuing or not, shall not be construed as a waiver of any rights or privileges hereunder. No waiver of any right or privilege of a party arising from any default or failure hereunder of performance by the other shall affect such party's rights or privileges in the event of a further default or failure of performance.

15.16 The parties hereto have required that this Agreement and all documents and notices related thereto and/or resulting therefrom be drawn up in English only. Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s'y rattachent et/ou découleront soient rédigés en langue anglaise seulement.

Would you kindly confirm the agreement of the Company to the foregoing by executing this Agreement and thereafter returning such executed copy to the Agent.

Yours truly,

VENTUM FINANCIAL CORP.

By: (Signed) "Joseph Gallucci"

Name: Joseph Gallucci

Title: Managing Director & Head of Mining

Investment Banking

Accepted and agreed to as of the date first written above.

SILVER X MINING CORP.

By: (Signed) "David Gleit"
Name: David Gleit
Title: Chief Financial Officer

AI assistant

Silver X Mining Corp. Capital/Financing Update 2026

46499_rns_2026-03-30_ce179c0c-255e-4cfd-869e-7553ef0e4a63.pdf

ARTICLE 1 DEFINED TERMS

ARTICLE 2

DUE DILIGENCE

ARTICLE 3

COVENANTS AND REPRESENTATIONS OF THE AGENT

ARTICLE 4

MARKETING MATERIALS

ARTICLE 5

ARTICLE 6

ARTICLE 7

ARTICLE 8

COVENANTS OF THE COMPANY

ARTICLE 9

CONDITIONS TO CLOSING

ARTICLE 10 TERMINATION RIGHTS

ARTICLE 11

INDEMNITY AND CONTRIBUTION

ARTICLE 12

ARTICLE 13

ARTICLE 14

ARTICLE 15

AI assistant

Silver X Mining Corp. — Capital/Financing Update 2026

46499_rns_2026-03-30_ce179c0c-255e-4cfd-869e-7553ef0e4a63.pdf

ARTICLE 1 DEFINED TERMS

ARTICLE 2

DUE DILIGENCE

ARTICLE 3

COVENANTS AND REPRESENTATIONS OF THE AGENT

ARTICLE 4

MARKETING MATERIALS

ARTICLE 5

ARTICLE 6

ARTICLE 7

ARTICLE 8

COVENANTS OF THE COMPANY

ARTICLE 9

CONDITIONS TO CLOSING

ARTICLE 10 TERMINATION RIGHTS

ARTICLE 11

INDEMNITY AND CONTRIBUTION

ARTICLE 12

ARTICLE 13

ARTICLE 14

ARTICLE 15

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Silver X Mining Corp. Capital/Financing Update 2026