[FORM OF 10.0% SENIOR SECURED CONVERTIBLE DEBENTURE]

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 19, 2026.

THE RIGHTS OF THE HOLDER OF THIS DEBENTURE ARE SUBJECT TO THE TERMS OF AN INTERCREDITOR AGREEMENT BETWEEN SILVER X MINING CORP., THE HOLDER AND OTHER HOLDERS OF SIMILAR SECURED CONVERTIBLE DEBENTURES, AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR REPLACED FROM TIME TO TIME.

SILVER X MINING CORP.

10.0% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH 18, 2031

DEBENTURE
CERTIFICATE NUMBER: CD-2026-[●]
PRINCIPAL AMOUNT: CDN$●

SILVER X MINING CORP., a corporation incorporated under the laws of the Province of British Columbia (the "Borrower"), for value received, hereby acknowledges itself indebted and promises to pay to or to the order of ● as nominee for ● (hereinafter referred to as the "Lender" or the "Debentureholder"), the principal amount of ● dollars (CDN$●) (the "Principal Amount") in lawful money of Canada in the manner hereinafter provided at the foregoing address of the nominee, or at such other place or places as the Lender may designate by notice in writing to the Borrower, on March 18, 2031, or such earlier date as the Principal Amount may become due and payable (the "Maturity Date"), and to pay interest to the Lender on the Principal Amount outstanding from time to time owing hereunder to the date of payment as hereinafter provided, both before and after maturity or demand, default and judgment.

The Debentureholder has the right, from time to time and at any time on or prior to 5:00 p.m. (Eastern Standard time) on the earlier of: (i) the Business Day (as defined herein) immediately preceding the Maturity Date; and (ii) the Business Day prior to any repurchase of the Debenture in accordance with the terms thereof, to convert all or any portion of the outstanding Principal Amount into Shares (as defined herein), at a price, with respect to the Principal Amount, equal to the Conversion Price (as defined herein), subject to adjustment in certain events, together with any accrued and unpaid interest owing thereon on the Conversion Date (as defined herein).

Unless the Lender exercises the conversion rights attached to this Debenture, the Principal Amount owing, or the portion of the Principal Amount which has yet to be converted, together with any accrued and unpaid interest owing thereon and all other amounts now or hereafter payable hereunder (collectively, the "Obligations") shall be due and payable on the Maturity Date in accordance with the terms thereof. This Debenture is issued subject to the terms and conditions appended hereto as Schedule A. To further ensure the repayment of the Principal Amount and the interest thereon as provided in this Debenture, the Material Subsidiaries (as defined herein) have agreed to guarantee the obligations of the Borrower set out herein and shall, concurrent with the execution and delivery of this Debenture by the Borrower, execute and deliver the form of guarantee substantially in the form appended hereto as Schedule B. To further ensure the repayment of the Principal Amount and the interest thereon as provided in this Debenture, the Borrower has agreed to secure the obligations of the Borrower set out herein and shall, concurrent with the execution and delivery of this Debenture by the Borrower, execute and deliver the Share Pledge Agreement (as defined herein) substantially in the form appended hereto as Schedule E.

The security granted in favour of and to be held by the Lender in connection with the security interest granted pursuant to this Debenture (as defined herein) shall rank pari passu amongst and between such Debentureholders pursuant to the Intercreditor Agreement (as defined herein).

(signature page follows)

IN WITNESS WHEREOF, the Borrower has caused this Debenture to be executed by a duly authorized officer.

DATED for reference this 18th day of March, 2026

SILVER X MINING CORP.

By:
Name: David Gleit
Title: Chief Financial Officer
Properly authorized representative

(See terms and conditions attached hereto)

Schedule A – Terms and Conditions for the 10.0% Senior Secured Convertible Debenture

ARTICLE 1 – INTERPRETATION

Section 1.1 Definitions

In this Agreement:

(1) “1933 Act” means the United States Securities Act of 1933, as amended;

(2) “Administration Trust” means the first amendment to the administration trust dated November 29, 2018 between Recuperada S.A.C. and Scotiabank Peru S.A.A., in respect of collection bank account (Cuenta Recaudadora) [Redacted – Sensitive Information], to be entered into on the Closing Date and pursuant to which the Lender and the other Debentureholders will be designated a beneficiary;

(3) “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 S.A.C., Scotiabank Peru S.A.A., Trafigura Pte. Ltd and Trafigura Peru S.A.C to be entered into on the Closing Date between the Material Subsidiaries, Scotiabank Peru S.A.A. and Cristian Abel Lindley Rocha to hold in favour of the Lender and the other Debentureholders all material assets of the Borrower 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;

(4) “Business” means the business of the Borrower and its Subsidiaries as currently carried on and as may be conducted from time to time, including, without limitation, the acquisition, exploration, evaluation, development, permitting, construction, operation and reclamation/closure of mineral properties and mining projects; the extraction, processing, refining, marketing, trading, transportation and sale of silver and other minerals and mineral products; the acquisition, holding and disposition of mining concessions and other mineral rights and interests (including royalties, streams, offtake arrangements and similar interests); and all activities, services and operations incidental, ancillary or related thereto, including related corporate, financing, treasury and administrative activities, in Peru and elsewhere;

(5) “Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Canada; Vancouver, British Columbia; or Lima, Peru are not open for business;

(6) “Calculation Date” means the date falling three (3) Business Days before each Interest Payment Date;

(7) “Canadian Offering Jurisdictions” means each of the provinces and territories of Canada;

(8) “Canadian Securities Laws” means, the Securities Act (Ontario) and, the securities laws and regulations in each of the Canadian Offering Jurisdictions, all written instruments, rules and orders having the force of law of the securities regulators or regulatory authorities in each of the Canadian Offering Jurisdictions, as applicable, and the rules and regulations and policies of any Canadian securities regulatory authority administering such securities laws, and the rules and policies of the Exchange, as the same shall be in effect from time to time;

(9) “Capital Lease” means a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with the accounting standards applicable to such lessee;

(10) “Capital Reorganization” has the meaning attributed thereto in Section 4.3(j);

(11) “Change of Control” means

(a) any transaction (whether by purchase, merger or otherwise) whereby a Person or Persons acting jointly or in concert (within the meaning of applicable Canadian Securities Laws) directly or indirectly acquires the right to cast, at a general meeting of shareholders of the Borrower, more than 50% of the votes attached to the voting shares of the Borrower that may be ordinarily cast at a general meeting;

A - 1

(b) the Borrower's arrangement, amalgamation, consolidation or merger with or into any other Person, or any merger of another Person into the Borrower, unless the holders of voting securities of the Borrower immediately prior to such arrangement, amalgamation, consolidation or merger hold securities representing 50% or more of the voting control or direction in the Borrower or the successor entity upon completion of the arrangement, amalgamation, consolidation or merger; or

(c) any conveyance, transfer, sale lease or other disposition of all or substantially all of the Borrower's and the Borrower's subsidiaries' assets and properties, taken as a whole, to another arm's length Person;

(12) “Change of Control Notice” has the meaning attributed thereto in Section 3.3;

(13) “Closing Date” means March 18, 2026;

(14) “Communication” has the meaning attributed thereto in Section 9.2;

(15) “Conversion Date” has the meaning attributed thereto in Section 4.1;

(16) “Conversion Notice” has the meaning attributed thereto in Section 4.2;

(17) “Conversion Price” means CDN$1.62 per Share, subject to adjustment in certain events in accordance with the terms thereof;

(18) “Conversion Right” has the meaning attributed thereto in Section 4.1;

(19) “Current Market Price” of the Shares at any date, means the weighted average of the sale prices per Share at which the Shares have traded on the Exchange or, if the Shares are not listed on any stock exchange, then on the over-the-counter market, for any 20 consecutive trading days selected by the Borrower commencing not later than 45 trading days and ending no later than five (5) trading days before such date; provided, however, if such Shares are not traded during such 45 day period for at least 20 consecutive trading days, the simple average of the following prices established for each of 20 consecutive trading days selected by the Borrower commencing not later than 45 trading days before such date:

(a) the average of the bid and ask prices for each day on which there was no trading, and

(b) the closing price of the Shares for each day that there was trading,

or in the event that at any date the Shares are not listed on the Exchange or on the over-the-counter market, the current market price shall be as determined by the directors of the Borrower or such firm of independent chartered accountants as may be selected by the directors of the Borrower, acting reasonably, and in good faith in their sole discretion; for these purposes, the weighted average price for any period shall be determined by dividing the aggregate sale prices during such period by the total number of Shares sold during such period.

(20) “Debentureholders” means, collectively, the holders of the Debentures;

(21) “Debentures” means the senior secured convertible debentures issued under the Offering, each consisting of US$1,000 principal amount senior secured convertible debenture maturing on the Maturity Date and any other debentures substantially on the same terms as this debenture issued by the Borrower under the Offering;

(22) “dividend paid in the ordinary course” has the meaning attributed thereto in Section 4.3(g);

(23) “Event of Default” has the meaning attributed thereto in Section 7.1;

(24) “Exchange means the TSX Venture Exchange or such other stock exchange in North America, on which the Shares are principally traded;

(25) “Guarantees” has the meaning attributed thereto in Section 2.6;

A - 2

(26) “Immaterial Subsidiaries” means the non-material subsidiaries of the Borrower consisting, as of the Closing Date, of: (i) Quilla Canada Mining Corp., (ii) Talla Canada Mining Corp., (iii) Green Gold Canada Mining Corp., (iv) (v) Green Gold Resources GGR S.A., (vi) Western Pacific Resources Corp., (vii) Colorado Silver Mines LLC, and (viii) the Insolvent Subsidiaries;

(27) “Indebtedness” has the meaning attributed thereto in Section 7.1;

(28) “Insolvent Subsidiaries” means: (i) Quilla Mining S.A.C., (ii) Corporacion Minera Talla S.A.C., (iii) Altitude Exploraciones S.A.C., and (iv) Minera Tangana S.A.C.;

(29) “Intercreditor Agreement” means the intercreditor agreement dated on or about the date hereof between, among others, the Borrower, the Lender and the other Debentureholders (as it may be amended, supplemented, otherwise modified, restated or replaced from time to time);

(30) “Interest Payment Date” means the last day of June and December of each year commencing December 31, 2026, as well as the Maturity Date, and the date on which this Debenture is redeemed or converted in whole or in part;

(31) “Interest Shares” has the meaning attributed thereto in Section 2.4.

(32) “Issue Date” has the meaning attributed thereto in Section 4.2;

(33) “Lead Subscriber” means [Redacted - Confidential Information];

(34) “Lien” means, with respect to any Person, any encumbrance or title defect of whatsoever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property of such Person, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatsoever which affects ownership or possession of, or title to, any interest in, or right to use or occupy such property or assets;

(35) “Material Subsidiary” means any one of and “Material Subsidiaries” means collectively the following subsidiaries of the Borrower: (i) MMTP, (ii) Recuperada S.A.C., (iii) Corongo Exploraciones S.A.C., (iv) San Antonio Mining Peru S.A.C., (v) Mining Sense Gold Peru S.A.C., (vi) Tangana Mines Peru S.A.C., (vii) Mina Nueva Esperanza S.A.C., (viii) Silver X Peru S.A.C., (ix) Minera Nueva Blenda Rubia S.A.C., (x) Minera Positiva Peru S.A.C., (xi) Minera Ccellomachay S.A.C., (xii) Minera San Antonio II Peru S.A.C., and (xiii) Latitude Peru S.A.C.;

(36) “Maturity Date” means March 18, 2031;

(37) “Merger” means any transaction (whether by way of arrangement, amalgamation, merger, transfer, sale or lease) whereby all or substantially all of the Borrower's assets would become the property of any other Person, or, in the case of any such arrangement, amalgamation or merger, of the continuing corporation or other entity resulting therefrom;

(38) “Mineral Properties” means, collectively, all of the mineral properties and interests held or to which the Borrower or a Subsidiary has a right to explore for, or exploit, minerals, or an option to acquire, directly or indirectly;

(39) “MMTP” means Mines & Metals Trading (Peru) PLC;

(40) “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;

(41) “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;

A - 3

(42) “Offering” means the offering of Debentures up to a maximum aggregate principal amount of CDN $69,000,000 to be issued and sold by the Borrower, as announced in the Borrower’s press release dated January 27, 2026;

(43) “Per Share Cost” has the meaning attributed thereto in Section 4.3(b);

(44) “Permitted Acquisition” means, with respect to any Person, any transaction by which such Person acquires as a going concern the business of, or all or substantially all of the assets of any corporation or other business entity or division thereof or any other person, whether through purchase of assets, purchase of shares or other equity interests, amalgamation, merger, joint venture or otherwise, but in each case only if:

(a) no Event of Default is continuing on the date of the acquisition or would occur as a result of such acquisition;

(b) the Person or Persons from whom the acquisition is made are at arm’s length to such Person;

(d) the aggregate purchase price for the acquisition (including any direct or indirect payments made to any of the vendors in connection therewith) does not exceed the fair market value of the business or assets being acquired;

(45) “Permitted Encumbrance” has the meaning attributed thereto in Section 6.2(b);

(46) “Permitted Secured Debt” means, with respect to the Borrower or the Subsidiaries, any Secured Debt of the Borrower or the Subsidiaries that:

(a) is incurred or assumed by the Borrower or the Subsidiaries to a financial institution in respect of working capital lines of credit incurred in the normal course of business in an aggregate amount of not more than US$2,000,000;

(b) is incurred in connection with the Offering of the Debentures up to a maximum aggregate principal amount of CDN$69,000,000;

(d) is incurred or assumed by the Borrower or the Subsidiaries in connection with the purchase of real or personal property in the ordinary course of the Borrower’s or the Subsidiaries’ business, provided that the applicable Lien extends only to such property and its proceeds, and secures an amount not exceeding the purchase price of such property;

(e) is a Capital Lease obligation of the Borrower or the Subsidiaries, including, without limitation, any indebtedness incurred for the purchase or lease of specifically identified equipment, for which a purchase money security interest (as defined in the Personal Property Security Act (Ontario) or comparable legislation of another Canadian jurisdiction) is granted;

(f) is Secured Debt incurred by the Borrower in favour of the Bank of Montreal pursuant to the registration in the British Columbia Personal Property registry under Base Registration number 810436N up to a maximum aggregate principal amount of US$15,000;

(g) is Secured Debt incurred by Recuperada S.A.C. in connection with the November 15, 2016 loan agreement with Gottfried Reiner Röttel up to a maximum aggregate principal amount of EUR$300,000;

(h) is Secured Debt incurred by Recuperada S.A.C. in favour of Blanco SAFI in an amount not to exceed US$500,000;

A - 4

(i) is Secured Debt incurred by Minera Tangana S.A.C. in connection with the Primus Capital factoring facility in an amount not to exceed US$25,000;

(j) is Secured Debt incurred by the Borrower or its Subsidiaries in connection with any extension, renewal or refinancing of any of the foregoing provided that the applicable outstanding principal amount is not increased; or

(k) is a guarantee or other contingent obligation in respect of (a) to (j) above.

(47) “Permitted Subordinated Debt” means any and all indebtedness incurred or assumed by the Borrower or its Subsidiaries after the date of issue of this Debenture in respect of which all obligations of payment and performance, together with all security interests or collateral granted as security for payment and performance, are fully postponed and subordinated to the indebtedness owed to the holder of this Debenture, and for greater certainty shall include guarantees or other contingent obligations of the Borrower or of its Subsidiaries for any indebtedness that would otherwise constitute “Permitted Subordinated Debt” for the purpose of this definition;

(48) “Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof;

(49) “PIK Interest Notice” has the meaning attributed thereto in Section 2.4;

(50) “PIK Interest Payment Period” has the meaning attributed thereto in Section 2.4;

(51) “Right of First Refusal” has the meaning attributed thereto in Section 6.3;

(52) “Right of First Refusal Exercise Period” has the meaning attributed thereto in Section 6.3;

(53) “Right of First Refusal Notice” has the meaning attributed thereto in Section 6.3;

(54) “Right of First Refusal Period” has the meaning attributed thereto in Section 6.3;

(55) “Rights Offering” has the meaning attributed thereto in Section 4.3(b);

(56) “Rights Period” has the meaning attributed thereto in Section 4.3(b);

(57) “Secured Debt” means, with respect to any Person, any obligation of such Person for borrowed money that is secured in any manner by any Lien on any real or personal property of such Person;

(58) “Security Agreement” has the meaning attributed thereto in Section 5.1;

(59) “Security Documents” means, collectively, this Debenture, the Share Pledge Agreements, the Guarantees, the Security Agreements, the Asset Trust, the Administration Trust and all other agreements, security and/or guarantees granted by the Borrower and the Material Subsidiaries, or any other Person from time to time in favour of the Lender, which secure the obligations of the Borrower arising from or in connection with the Debentures;

(60) “Share Pledge Agreements” has the meaning attributed thereto in Section 5.9;

(61) “Share Pledge” has the meaning attributed thereto in Section 5.9;

(62) “Shares” means the common shares in the capital of the Borrower;

(63) “Special Distribution” has the meaning attributed thereto in Section 4.3(g);

(64) “Subscription Agreement” means the subscription agreement entered into between the Lender and Borrower dated March 18, 2026 in respect of the purchase and sale of the Debentures between the Lender and the Borrower;

A - 5

(65) Subsequent Financing" has the meaning attributed thereto in Section 6.3;

(66) "Subsidiary" means any one of and "Subsidiaries" means collectively all Material Subsidiaries and Immaterial Subsidiaries, and any corporation or other business entity in which the Borrower or one or more of its Subsidiaries, now or in the future, owns, directly or indirectly, sufficient equity or voting interests to enable it or them (as a group) to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by the Borrower or one or more of its Subsidiaries (other than the Insolvent Subsidiaries);

(67) "Taxes" means any present or future income and other taxes, levies, rates, royalties, deductions, withholdings, assessments, fees, dues, duties, imposts and other charges of any nature whatsoever, together with any interest and penalties, additions to tax and other additional amounts, levied, assessed or imposed by any governmental authority;

(68) "Third-Party Concessions" means concessions owned by a party other than the Borrower or a Material Subsidiary as set out in the Schedule F;

(69) "trading day" means a day on which the Exchange is open for trading (or if the Shares are not then listed on the Exchange, such other recognized stock exchange or quotation system on which the Shares may trade or be quoted);

(70) "U.S. Person" means a U.S. Person as defined in Regulation S under the 1933 Act; and

(71) "VWAP" means the daily volume weighted average trading price of the Shares for the applicable period (which must be calculated utilizing days in which the Shares actually trade) on the Exchange.

Section 1.2 Headings

The inclusion of headings in this Debenture is for convenience of reference only and shall not affect the construction or interpretation thereof.

Section 1.3 Currency

Unless otherwise indicated, all amounts in this Debenture are stated and shall be paid in currency of Canada.

Section 1.4 Number, Gender and Persons

Unless the context otherwise requires, words importing the singular in number only shall include the plural and vice versa, words importing the use of gender shall include the masculine, feminine and neuter genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities.

Section 1.5 Severability

If any provision of this Debenture is determined by a Court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each such provision shall be interpreted in such a manner as to render them valid, legal and enforceable to the greatest extent permitted by applicable law. Each provision of this Debenture is declared to be separate, severable and distinct.

Section 1.6 Entire Agreement

This Debenture, including any schedules attached hereto, constitutes the entire agreement between the Borrower and the Lender relating to the subject matter hereof, and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, understandings, conditions or collateral agreements, whether oral or written, express or implied, with respect to the subject matter thereof.

A - 6

ARTICLE 2 – PAYMENT OF PRINCIPAL AND INTEREST

Section 2.1 Repayment of Principal

Subject to the terms and conditions hereof, the Principal Amount outstanding under this Debenture, together with any accrued and unpaid interest owing thereon, shall be repaid by the Borrower to the Lender in cash in lawful money of Canada on the Maturity Date.

Section 2.2 Interest Payable

Interest on the Principal Amount outstanding under this Debenture shall be at the rate of ten percent (10.0%) per annum, calculated and payable semi-annually, not in advance, from the date of issue, and shall be paid on the applicable Interest Payment Dates, and, for greater certainty, such interest shall be payable before, during or after the occurrence of an Event of Default. Notwithstanding the foregoing, the December 31, 2026 interest payment will represent accrued and unpaid interest from the Closing Date to December 31, 2026. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months.

Section 2.3 Additional Interest Payable in Event of Default

If any Event of Default shall occur for any reason, except for such Event of Default that can be cured by the Borrower within seven (7) days from the date notice is provided to the Lender, in accordance with Article 7 below or as otherwise permitted by the Lender, additional interest on the Principal Amount outstanding under this Debenture shall be payable at the rate of five percent (5.0%) per annum, calculated and payable semi-annually, not in advance, from the date of the occurrence of an Event of Default, and shall be paid on the applicable Interest Payment Dates, repayment dates and Maturity Date during the period that an Event of Default is continuing.

Section 2.4 Method of Paying Interest

(1) The Borrower shall satisfy its obligation to pay interest on the Debenture, on an applicable Interest Payment Date, in cash in lawful money of Canada.

(2) Notwithstanding the foregoing, for the period commencing on the Closing Date and ending on December 31, 2027 (the "PIK Interest Payment Period"), the Borrower may satisfy its obligation to pay interest on the Debentures on each Interest Payment Date, at the option of the Borrower, through either (i) payment in cash; or (ii) the issuance of Shares (the "Interest Shares") in an amount equal to such interest owing on the applicable Interest Payment Date at deemed price per share be equal to the higher of (x) the VWAP of the Shares on the Exchange on the five trading days immediately prior to the applicable date of the PIK Interest Notice and (y) the minimum price permissible pursuant to the policies or rules of the Exchange. The number of Interest Shares issuable shall be equal to the accrued and unpaid interest payable on the Interest Payment Date divided by the deemed price of the Interest Shares.

(3) Following the PIK Interest Payment Period, the Borrower shall satisfy its obligation to pay all accrued and unpaid interest on the Debenture on the applicable Interest Payment Date in cash in lawful money of the United States of America.

(4) If, subject to the receipt of Exchange approvals, the Borrower elects to make a payment of Interest Shares in respect of an Interest Payment Date:

(a) The Borrower shall provide prior written notice of the election to satisfy interest on an Interest Payment Date through the issuance of Interest Shares not later than five (5) Business Days preceding the applicable Interest Payment Date (the "PIK Interest Notice"). The PIK Interest Notice shall confirm (i) that the Borrower has elected to pay the interest due on such Interest Payment Date in Interest Shares, and (ii) the Borrower's calculation of the number of Interest Shares issuable in satisfaction of such interest.

(b) The Borrower shall make all submissions, applications and filings required with the Exchange to obtain approval for the issuance of the Interest Shares in respect of issuance of such Interest Shares.

A - 7

(d) The Interest Shares shall be subject to such statutory hold periods and resale restrictions as may be required under applicable securities laws and the policies of the Exchange, and the certificates (or DRS advices) representing such Interest Shares shall bear such legends as may be required to give effect thereto.

(5) On each Calculation Date, the Borrower shall provide the Lender with its written calculation of the amount of accrued and unpaid interest on the Principal Amount due and payable on the applicable Interest Payment Date and a per diem amount thereon. If at any time a dispute arises between the Lender and the Borrower with respect to the amount of accrued and unpaid interest due and payable on an Interest Payment Date, such dispute will be conclusively determined by such firm of independent chartered accountants as may be selected by the Borrower and approved by the Lender, acting reasonably, and any such determination will be binding on the Borrower and the Lender. The Borrower will provide such auditors or accountants with access to all necessary records of the Borrower and will be responsible for any costs associated with their review.

Section 2.5 Rank

The Debentures will constitute direct secured obligations of the Borrower. Each Debenture will 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, will rank in priority to all other indebtedness of the Borrower for borrowed money, other than the Permitted Secured Debt.

Section 2.6 Guarantee

This Debenture is entitled to and shall have the benefit of a guarantee of the Material Subsidiaries of all indebtedness and liability (present and future, direct or indirect, absolute or contingent, matured or not) of the Borrower to the Lender under or in connection with this Debenture in favour of the Lender, for and on behalf of the Lender and the Debentureholders (the "Guarantees"). As security for the obligations under the Guarantees, the Material Subsidiaries shall each grant in favour of the Lender a security interest over such Material Subsidiaries' respective present and after acquired personal property in which such Material Subsidiaries have rights, of whatsoever nature or kind and wherever situate which shall rank pari passu between and among the Debentureholders pursuant to the Administration Trust and the Asset Trust.

ARTICLE 3 – REDEMPTION OR PURCHASE OF DEBENTURE

Section 3.1 No Early Redemption

Except pursuant to Section 3.2 and Section 3.4, the Borrower shall not be permitted to redeem or repay the Debentures prior to the Maturity Date without the prior written consent of the Lender, in its sole and absolute discretion.

Section 3.2 Redemption or Conversion if Change of Control

The Borrower shall notify the Debentureholder of any pending Change of Control or Merger in accordance with Section 3.3, and the Debentureholder shall, in its sole discretion, have the right to require the Borrower to, subject to any necessary Exchange approvals, either: (i) purchase the Debentures at 105% of the outstanding principal amount plus unpaid interest to the Maturity Date; or (ii) (A) if the Change of Control results in a new or successor issuer, or (B) if the company is acquired by a reporting issuer or its equivalent in any foreign jurisdiction, convert the Debenture into a replacement debenture of the new or successor issuer or the acquiring reporting issuer, as applicable, in the aggregate principal amount of 105% of the aggregate principal amount then outstanding of the Debentures; or (iii) convert the Debentures at the Conversion Price. Provided that the Borrower provides the Change of Control Notice to the Lender prior to the effective date of the Change of Control or Merger, the Lender shall notify the Borrower of such election as soon as reasonably possible prior to the effective date of any such Change of Control or Merger and in any event no later than (15) days following the delivery of the Change of Control Notice. In the event that no such election has been made in accordance with the provisions of this Section 3.2, the Debentureholder will be deemed to have

A - 8

elected to require the Borrower to purchase the Debentures at 105% of the outstanding principal amount plus unpaid interest to the Maturity Date concurrently with the completion of the Change of Control or Merger, as applicable.

Section 3.3 Notice of Change of Control

Upon the occurrence of any event constituting or reasonably likely to constitute a Change of Control or Merger, the Borrower shall give written notice to the Lender of such Change of Control or Merger at least thirty (30) days or as soon as reasonably possible prior to the effective date of any such Change of Control or Merger and another written notice on or immediately after the effective date of such Change of Control or Merger (the "Change of Control Notice").

Section 3.4 Purchases for Cancellation

The Borrower will have the right at any time and from time to time to purchase the Debentures for cancellation in the market, by tender, or by private contract.

ARTICLE 4 – CONVERSION

Section 4.1 Conversion Right

(1) Upon and subject to the terms and conditions hereinafter set forth, the Lender shall have the right (the "Conversion Right"), but not the obligation, from time to time and at any time, on or prior to 5:00 p.m. (Eastern Standard time) on the Business Day immediately preceding the Maturity Date, to notify the Borrower that it wishes to exchange or convert, for no additional consideration, all or any part of the Principal Amount of this Debenture: (i) into that number of fully paid and non-assessable Shares that is equal to the Principal Amount of the Debenture converted divided by the Conversion Price in effect on the Issue Date (as hereinafter defined), provided that the Lender must convert the Principal Amount of this Debenture in a minimum amount of CDN$50,000, unless the principal amount remaining is less than CDN$50,000 in which case, the entire remaining amount shall be converted, and (ii) a payment in cash equal to the applicable amount of accrued and unpaid interest on the Principal Amount being converted. For greater certainty, if the Lender is electing to convert all or a portion of the Principal Amount, then the applicable amount of accrued and unpaid interest on the Principal Amount being converted must be paid by the Borrower up to, but excluding, the applicable date of conversion (the "Conversion Date") in accordance with Section 2.2 and Section 2.3.

(2) The Conversion Right shall extend only to the maximum number of whole Shares into which the Principal Amount of this Debenture or any part thereof may be converted in accordance with this Section 4.1. Fractional interests in Shares shall be adjusted in the manner provided in Section 4.4.

Section 4.2 Conversion Procedure

The Conversion Right may be exercised by the Lender by completing and signing the notice of conversion (the "Conversion Notice") attached hereto as Schedule C, and delivering the Conversion Notice and this Debenture to the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the Principal Amount being converted and shall set out the date (the "Issue Date") on which Shares are to be issued upon the exercise of the Conversion Right (such date to be no earlier than three (3) Business Days and no later than five (5) Business Days after the day on which the Conversion Notice is issued). The conversion shall be deemed to have been effected immediately prior to the close of business on the Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non-assessable at such time. On the Issue Date, the required number of Shares shall be issued and accrued and unpaid interest shall be paid to the Lender. If less than all of the Principal Amount of this Debenture is the subject of the Conversion Right, then on the Issue Date, the Borrower shall deliver to the Lender a replacement Debenture in the form thereof in the principal amount of the unconverted principal balance thereof, and this Debenture shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Debenture, this Debenture shall be cancelled. With the Conversion Notice, the Lender shall provide the Borrower with its written calculation of the amount of accrued and unpaid interest on the Principal Amount which is the subject of the Conversion Right pursuant to the Conversion Notice, up to the date of that Conversion Notice and a per diem amount thereon.

A - 9

Section 4.3 Adjustment of Conversion Price

The Conversion Price in effect at any date shall be subject to adjustment from time to time, in each case subject to any necessary Exchange approval, as follows:

(a) If and whenever at any time prior to the Maturity Date, the Borrower shall:

(i) subdivide or redivide the outstanding Shares into a greater number of Shares;
(ii) reduce, combine or consolidate the outstanding Shares into a smaller number of Shares;
(iii) issue Shares (or securities convertible into or exchangeable for Shares) to the holders of all or substantially all of the outstanding Shares by way of stock dividend; or
(iv) make a distribution on its outstanding Shares payable in Shares or securities exchangeable for or convertible into Shares,

the Conversion Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Shares (or securities convertible into or exchangeable for Shares) by way of a stock dividend or other distribution, as the case may be, shall, in the case of the events referred to in Sections 4.3(a)(i), (iii) and (iv) above, be decreased in proportion to the increase in the number of outstanding Shares resulting from such subdivision, redivision or dividend (including, in the case where securities convertible into or exchangeable for Shares are issued, the number of Shares that would have been outstanding had such securities been converted into or exchanged for Shares on such effective or record date) or shall, in the case of the events referred to in Section 4.3(a)(ii) above, be increased in proportion to the decrease in the number of outstanding Shares resulting from such reduction, combination or consolidation on such effective or record date. Such adjustment shall be made successively whenever any event referred to in this Section 4.3(a) shall occur. Any such issue of Shares (or securities convertible into or exchangeable for Shares) by way of a stock dividend or other distribution shall be deemed to have been made on the record date for the stock dividend or other distribution for the purpose of calculating the number of outstanding Shares under Sections 4.3(b) and (g); to the extent that any such securities are not converted into or exchanged for Shares prior to the expiration of the conversion or exchange right, the Conversion Price shall be readjusted effective as at the date of such expiration to the Conversion Price which would then be in effect based upon the number of Shares actually issued on the exercise of such conversion or exchange right.

(b) If and whenever at any time prior to the Maturity Date, the Borrower shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Shares entitling them, for a period expiring not more than forty-five (45) days after such date of issue (such period from the record date to the date of expiry being referred to in this Section 4.3(b) as the "Rights Period"), to subscribe for or purchase Shares (or securities convertible into or exchangeable for Shares) (such subscription price per Share (inclusive of any cost of acquisition of securities exchangeable for or convertible into Shares in addition to any direct cost of Shares) being referred to in this Section 4.3(b) as the "Per Share Cost"), the Borrower shall give written notice to the Lender with respect thereto (any of such events herein referred to as a "Rights Offering"), and the Lender shall have fifteen (15) days after receipt of such notice to elect to convert any or all of the Principal Amount of this Debenture into Shares at the then applicable Conversion Price and otherwise on terms and conditions set out in this Debenture. If the Lender elects to convert any or all of the Principal Amount of this Debenture, such conversion shall occur immediately prior to the record date for the issuance of such rights, options or warrants. If the Lender elects not to convert any of the Principal Amount of this Debenture, there shall continue to be an adjustment to the Conversion Price as a result of the issuance of such rights, options or warrants, in the manner hereinafter provided. The Conversion Price will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Conversion Price in effect immediately prior to the end of the Rights Period by a fraction:

A - 10

(i) the numerator of which is the aggregate of:

(A) the number of Shares outstanding as of the record date for the Rights Offering; and
(B) the number determined by dividing the product of the Per Share Cost and:

(I) where the event giving rise to the application of this Section 4.3(b) was the issue of rights, options or warrants to the holders of Shares under which such holders are entitled to subscribe for or purchase additional Shares, the number of Shares so subscribed for or purchased during the Rights Period, or
(II) where the event giving rise to the application of this Section 4.3(b) was the issue of rights, options or warrants to the holders of Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into Shares, the number of Shares for which those securities so subscribed for or purchased during the Rights Period could have been exchanged or into which they could have been converted during the Rights Period,

by the Current Market Price of the Shares as of the record date for the Rights Offering; and

(ii) the denominator of which is:

(A) in the case described in subparagraph 4.3(b)(i)(B)(I), the number of Shares outstanding, or
(B) in the case described in subparagraph 4.3(b)(i)(B)(II), the number of Shares that would be outstanding if all the Shares described in subparagraph 4.3(b)(i)(B)(II) had been issued,

as at the end of the Rights Period.

(c) Any Shares owned by or held for the account of the Borrower or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Borrower will be deemed not to be outstanding for the purpose of any such computation.

(d) If by the terms of the rights, options or warrants referred to in this Section 4.3(b), there is more than one purchase, conversion or exchange price per Share, the aggregate price of the total number of additional Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, will be calculated for purposes of the adjustment on the basis of:

(i) the lowest purchase, conversion or exchange price per Share, as the case may be, if such price is applicable to all Shares which are subject to the rights, options or warrants, and
(ii) the average purchase, conversion or exchange price per Share, as the case may be, if the applicable price is determined by reference to the number of Shares acquired.

(e) To the extent that any adjustment in the Conversion Price occurs pursuant to this Section 4.3(b) as a result of the fixing by the Borrower of a record date for the distribution of rights, options or warrants referred to in this Section 4.3(b), the Conversion Price will be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Conversion Price which would then be in effect based upon the number of Shares actually issued and remaining issuable

A - 11

after such expiration, and will be further readjusted in such manner upon expiration of any further such right.

(f) If the Lender has exercised its Conversion Right in accordance herewith during the Rights Period, the Lender will, in addition to the Shares to which it is otherwise entitled upon such exercise, be entitled to that number of additional Shares equal to the result obtained when the difference, if any, between the Conversion Price in effect immediately prior to, and the Conversion Price in effect immediately following the end of such Rights Offering pursuant to this Section 4.3(b), is multiplied by the number of Shares received upon the exercise of the Conversion Right during such period, and the resulting product is divided by the Conversion Price as adjusted for such Rights Offering pursuant to this Section 4.3(b); provided that no fractional Shares will be issued. Such additional Shares will be deemed to have been issued to the Lender immediately following the end of the Rights Period and a certificate for such additional Shares will be delivered to the Lender within ten (10) Business Days following the end of the Rights Period.

(g) If and whenever at any time prior to the Maturity Date, the Borrower shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Shares of (i) shares of any class other than Shares (or other than securities convertible into or exchangeable for Shares), or (ii) rights, options or warrants (other than rights, options or warrants referred to in Section 4.3(b)), or (iii) evidences of its indebtedness, or (iv) assets (in each case, other than dividends paid in the ordinary course) then, in each such case, the Borrower shall give written notice to the Lender with respect thereto, and the Lender shall have fifteen (15) days after receipt of such notice to elect to convert any or all of the Principal Amount of this Debenture into Shares at the then applicable Conversion Price and otherwise on terms and conditions set out in this Debenture. If the Lender elects to convert any or all of the Principal Amount of this Debenture, such conversion shall occur immediately prior to the record date for the making of such distribution. If the Lender elects not to convert any of the Principal Amount of this Debenture, there shall continue to be an adjustment to the Conversion Price as a result of the making of such distribution, (herein referred to as a "Special Distribution") determined in the manner hereafter set out in Section 4.3(h). In this Section 4.3(g) the term "dividends paid in the ordinary course" shall include the value of any securities or other property or assets distributed in lieu of cash dividends paid in the ordinary course at the option of shareholders.

(h) In circumstances described in Section 4.3(g), the Conversion Price will be adjusted effective immediately after such record date to a price determined by multiplying the Conversion Price in effect on such record date by a fraction:

(i) the numerator of which is:

(A) the product of the number of Shares outstanding on such record date and the Current Market Price of the Shares on such record date; less

(B) the aggregate fair market value (as determined by action by the directors of the Borrower, acting reasonably) to the holders of the Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and

(ii) the denominator of which is the number of Shares outstanding on such record date multiplied by the Current Market Price of the Shares on such record date.

Any Shares owned by or held for the account of the Borrower or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Borrower will be deemed not to be outstanding for the purpose of any such computation.

(i) In the case of any reclassification of, or other change in, the outstanding Shares pursuant to a Change of Control, if the Lender elects not to redeem this Debenture in accordance with Section 3.1, the Lender may elect, prior to the effective date of such Change of Control, to convert any or all of the Principal Amount of this Debenture into Shares at the then applicable Conversion Price and

A - 12

otherwise on terms and conditions set out in this Debenture. To exercise such right the Lender must provide a notice in writing to the Borrower no later than seven (7) days prior to the effective date of such Change of Control, failing which the Lender’s right to convert this Debenture as a consequence of such Change of Control shall cease. If the Lender elects to convert any or all of the Principal Amount of this Debenture, such conversion shall occur immediately prior to the effective date of such Change of Control. If the Lender elects not to convert any of the Principal Amount of this Debenture, the Conversion Price in effect after the effective date of such Change of Control shall be increased or decreased, as the case may be, in proportion to any decrease or increase in the number of outstanding Shares resulting from such Change of Control so that the Lender, upon exercising the Conversion Right after the effective date of such Change of Control, will be entitled to receive the aggregate number of Shares or other securities, if any, which the Lender would have been entitled to receive as a result of such Change of Control if, on the effective date thereof, the Lender had been the registered holder of the number of Shares to which the Lender was theretofore entitled upon exercise of the Conversion Right.

(j) In the case of any reclassification of, or other change in, the outstanding Shares (other than a change referred to in Section 4.3(a), Section 4.3(b), Section 4.3(g) or 4.3(i) thereof), the Conversion Price shall be adjusted in such manner, if any, and at such time, as the Board of Directors of the Borrower determines to be appropriate on a basis consistent with the intent of this Section 4.3; provided that if at any time a dispute arises with respect to adjustments provided for in this Section 4, such dispute will be conclusively determined by the auditors of the Borrower or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors of the Borrower, acting reasonably, and any such determination will be binding on the Borrower and the Lender. The Borrower will provide such auditors or accountants with access to all necessary records of the Borrower. If and whenever at any time after the date hereof there is a reclassification or redesignation of the Shares outstanding at any time or change of the Shares into other shares or into other securities (other than as set out in Section 4.3(a), (b), (g) or (i)), or a consolidation, amalgamation or merger of the Borrower with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification or redesignation of the outstanding Shares or a change of the Shares into other shares and other than as set forth in Section 4.3(i)), or a transfer of the undertaking or assets of the Borrower as an entirety or substantially as an entirety to another corporation or other entity (any of such events being called a “Capital Reorganization”), the Lender, upon the exercising the Conversion Right, after the effective date of such Capital Reorganization, will be entitled to receive in lieu of the number of Shares to which the Lender was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, if any, which the Lender would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Lender had been the registered holder of the number of Shares to which such Lender was theretofore entitled upon exercise of the Conversion Right. If determined appropriate by action of the directors of the Borrower, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4.3 with respect to the rights and interests thereafter of the Lender to the end that the provisions set forth in this Section 4.3 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of the Conversion Right. Any such adjustment must be made by and set forth in an amendment to this Debenture approved by action by the directors of the Borrower, acting reasonably, and will for all purposes be conclusively deemed to be an appropriate adjustment.

(k) In any case in which this Section 4.3 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Borrower may defer, until the occurrence of such event, issuing to the Lender before the occurrence of such event, the additional Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Borrower shall deliver to the Lender an appropriate instrument evidencing the Lender’s right to receive such additional Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Shares declared in favour of holders of record of Shares on and after the Issue

A - 13

Date or such later date as the Lender would, but for the provisions of this Section 4.3(k), have become the holder of such additional Shares pursuant to Section 4.3(b).

(1) The adjustments provided for in this Section 4.3 are cumulative and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other event resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided, however, that any adjustments which by reason of this Section 4.3(l) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

No Conversion Price adjustment will be made to the extent that the Borrower makes an equivalent distribution to holders of Debentures. No adjustment to the Conversion Price will be made for distributions or dividends on Shares issuable upon conversion of Debentures that have been surrendered for conversion, provided that holders converting their Debentures shall be entitled to receive, in addition to the applicable number of Shares, accrued and unpaid interest payable in cash from, and including, the most recent interest payment date to, but excluding, the date of conversion.

Section 4.4 No Requirement to Issue Fractional Shares

The Borrower shall not be required to issue fractional Shares upon the conversion of the Debenture pursuant to this Article 4. If any fractional interest in a Share, would, except for the provisions of this Section 4.4, be deliverable upon the conversion of any amount hereunder, the number of Shares to be issued shall be rounded down to the nearest whole Share.

Section 4.5 Borrower to Reserve Shares

The Borrower covenants with the Lender that it will at all times reserve and keep available out of its authorized Shares, solely for the purpose of issue upon exercise of the Conversion Right, and conditionally allot to the Lender, such number of Shares as shall then be issuable upon the conversion of this Debenture. The Borrower covenants with the Lender that all Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable.

Section 4.6 Certificate as to Adjustment

The Borrower shall from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.3, deliver an officer's certificate to the Lender specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Subject to the dispute resolution procedure in subsection 4.3(j), such certificate shall be binding and determinative of the adjustment to be made, absent manifest error.

Section 4.7 Shareholder of Record

For all purposes, on the Issue Date, the Lender shall be deemed to have become the holder of record of the Shares into which the Principal Amount of this Debenture (or a portion thereof) is converted in accordance with Section 4.2.

Section 4.8 Resale Restrictions, Legending and Disclosure

By its acceptance hereof the Lender acknowledges that this Debenture and the Shares issuable upon conversion hereof will be subject to certain resale restrictions under applicable securities laws, and the Lender agrees to comply with all such restrictions and laws. The Lender further acknowledges and agrees that all Share certificates will bear the legend substantially in the form set forth on the face page hereof, provided that such legend shall not be required on Share certificates issued at any time following four months plus one day after the date hereof. The Lender

A - 14

acknowledges that the Borrower will be required to provide to the applicable securities regulatory authorities and the Exchange the identity of the Lender and its principals and the Lender hereby agrees thereto.

Section 4.9 Limitation on Conversion Rights

The Lender is prohibited from exercising its Conversion Rights or otherwise receive Shares hereunder to the extent that after giving effect to such exercise, exchange, conversion or receipt of Shares, the Lender, together with any person acting jointly or in concert with the Lender, including for greater certainty any of its affiliates, would beneficially own, or exercise control or direction over more than 19.9% of the voting rights attached to all outstanding voting securities of the Borrower immediately after giving effect to such exercise, exchange, conversion or receipt of Shares (with such percentage beneficial ownership, control or direction being calculated in accordance with the applicable provisions of applicable securities legislation, including National Instrument 62-103 and National Instrument 62-104 of the Canadian Securities Administrators).

Section 4.10 Exchange Personal Information Form

Unless the Lender has previously filed with the Exchange a Personal Information Form (or any similar filing as may be required), to the extent that after giving effect to the exercise of its Conversion Rights or otherwise receiving Shares hereunder the Lender will own or control, beneficially or as nominee, directly or indirectly, securities representing 10 percent or more of the voting rights attached to all outstanding voting securities of the Borrower, the Lender shall file a Personal Information Form (or any similar filing as may be required) with the Exchange if required in accordance with the policies of the Exchange.

ARTICLE 5 – SECURITY

Section 5.1 Security

As security for the Obligations under this Debenture, the Borrower shall grant to the Lender and the other Debentureholders, a security interest over all of the Borrower’s present and after acquired personal property in which the Borrower has rights, of whatsoever nature or kind and wherever situate, save and except property specifically excluded in any general security agreement granted by the Borrower to the Lender which shall rank pari passu between and among the Debentureholders (the “Security Interest”) pursuant to the terms of the Intercreditor Agreement. The Security Interest shall be evidenced by one or more general security agreements entered into between the Borrower and the Lender (the “Security Agreements”).

Section 5.2 Asset Trust Security

As security for the Obligations under this Debenture, the Borrower shall cause and each of the Material Subsidiaries’ shall grant to the Lender and the other Debentureholders, a security interest pursuant to the Asset Trust to hold all material assets of the Material Subsidiaries, including the Mineral Properties (other than the NSR Concessions and Third-Party Concessions) and the shares of each of the Material Subsidiaries (other than the shares of MMTP, which shares shall be pledged pursuant to the Share Pledge Agreement), which shall rank pari passu between and among the Debentureholders pursuant to the terms of the Intercreditor Agreement. The security interest shall be evidenced by the Asset Trust entered into on the Closing Date.

Section 5.3 Administration Trust Security

As security for the Obligations under this Debenture, the Borrower shall cause Recuperada S.A.C to grant to the Lender and the other Debentureholders, a pledge in respect of collection bank account (Cuenta Recaudadora) [Redacted – Sensitive Information] in Peru pursuant to the Administration Trust, together with a negative covenant to not grant any other security over such bank account, which shall rank pari passu between and among the Debentureholders pursuant to the terms of the Intercreditor Agreement. The security interest shall be evidenced by the Administration Trust entered into on the Closing Date.

A - 15

Section 5.4 Priority of Security

Subject to Section 5.10, the Security Interest shall, subject to statutory preferred exceptions and any Permitted Encumbrances, rank in priority in all respects (including, without limitation, the right of payment) to all other existing security granted by the Borrower. As of the date of issue of the Debenture, save and except for any statutory preferred exceptions and Permitted Encumbrances, any outstanding secured indebtedness of the Borrower is subordinated to the Debenture.

Section 5.5 Distribution on Dissolution, Etc.

Upon any sale, in one transaction or a series of transactions, of all, or substantially all, of the assets of the Borrower, or distribution of the assets of the Borrower upon any dissolution or winding-up or total liquidation of the Borrower, whether in bankruptcy, liquidation, re-organization, insolvency, receivership or other similar proceedings or upon any assignment to or for the benefit of creditors of the Borrower or otherwise any payment or distribution of assets of the Borrower (other than, for greater certainty, assets of any Immaterial Subsidiary), whether in cash, property or security shall, subject to applicable law, be paid or delivered by the trustee in bankruptcy, receiver, assignee of or for the benefit of creditors or other liquidating agent of the Borrower making such payment or distribution, directly to the holder of the Debentures or their representatives, to the extent necessary, to pay all obligations pursuant to the Debentures in full.

Section 5.6 Certificate Regarding Creditors

Upon any payment or distribution of assets of the Borrower referred to in this Section 5.6, the Debentureholder shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee of or for benefit of creditors or other liquidating agent of the Borrower making such payment or distribution, delivered to the Debentureholder, for the purpose of ascertaining the persons entitled to participate in such distribution, and other indebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 5.6.

Section 5.7 Rights of Debentureholder Reserved

Nothing contained in this Article 5 or elsewhere in this Debenture is intended to or shall impair, as between the Borrower and the Debentureholder, the obligation of the Borrower, which is absolute and unconditional, to pay to the Debentureholder the Principal Amount and interest on the Debenture, as and when the same shall become due and payable in accordance with their terms, nor shall anything herein prevent the Debentureholder from exercising all remedies otherwise permitted by applicable law upon default under this Debenture.

Section 5.8 Payment of Debenture Permitted

Nothing contained in this Debenture shall:

(a) prevent the Borrower from making payments of the Principal Amount, interest and other amounts to the Debentureholder under this Debenture as herein provided;

(b) prevent the conversion of this Debenture into Shares as herein provided or as otherwise permitted according to law, including in connection with a bankruptcy, reorganization, insolvency, or other arrangement with creditors, of the Borrower; and

(c) prevent the redemption of this Debenture by the Borrower as herein provided or as otherwise permitted according to law.

Section 5.9 Share Pledge

As security for the Obligations under this Debenture, the Borrower shall physically deliver to the Lead Subscriber the certificates and other evidences of ownership representing all the outstanding shares of MMTP in which the Borrower now or hereafter has rights to be held by the Lead Subscriber under its Debenture together with duly authorized powers of attorney to transfer the outstanding shares of MMTP executed in blank, which certificates

A - 16

and powers of attorney shall be held by the Lead Subscriber (the "Share Pledge") in accordance with the terms of the Intercreditor Agreement. The Share Pledge shall be evidenced by one or more securities pledge agreements entered into between the Borrower and the Lead Subscriber (the "Share Pledge Agreements").

Section 5.10 Debentures and Security to Rank Pari Passu

The Debentures issued by the Borrower, and the security interest to be granted to the Debentureholders in connection with the issuance of the Debentures shall, once issued and granted, rank pari passu with each other and each Debentureholder shall be equally and proportionately entitled to the benefits hereof as if all the Debentures and security had been issued, granted and negotiated simultaneously.

ARTICLE 6 – COVENANTS OF THE BORROWER

Section 6.1 Positive Covenants

The Borrower covenants and agrees that:

(a) Maintain Corporate Existence. Each of the Borrower and its Material Subsidiaries shall maintain its corporate existence, and preserve its rights, powers, licenses and privileges which are necessary or material to the conduct of its business, and not materially change the nature of its business. The Borrower is not required to maintain the corporate existence of any Immaterial Subsidiary and may wind up or dissolve such Immaterial Subsidiaries as the Borrower may determine in its reasonable discretion;

(b) Compliance with Laws. Each of the Borrower and its Subsidiaries shall comply in all material respects with all applicable laws, rules, governmental restrictions and regulations, except that the foregoing shall not apply to the Insolvent Subsidiaries which are undergoing insolvency or dissolution proceedings, solely to the extent that compliance with such laws is affected by or subject to such proceedings;

(c) Maintain Books and Records. The Borrower shall, and shall cause each of its Subsidiaries to, keep adequate and accurate records and books of account in which complete entries will be made reflecting all financial transactions and the Borrower shall prepare its financial statements in accordance with generally accepted accounting principles;

(d) Payment of Taxes. Each of the Borrower and its Subsidiaries shall pay and discharge promptly all Taxes assessed or imposed upon it or its property as and when the same become due (including due in accordance with payment plans) and payable save and except where it contests in good faith the validity thereof by proper legal proceedings, except that the foregoing shall not apply to the Insolvent Subsidiaries which are undergoing insolvency or dissolution proceedings;

(e) Payment of Obligations. The Borrower shall pay all principal, interest and other amounts owing to the Lender hereunder promptly when due;

(f) Performance of Covenants. The Borrower shall promptly perform and satisfy all covenants and obligations to be performed by it under this Debenture, the Subscription Agreement and the Security Documents;

(g) Insurance. Each of the Borrower and its Material Subsidiaries shall maintain insurance with respect to its properties and business against such casualties and contingencies, of such types, on such terms and in such amounts as is customary in the case of entities engaged in the same or a similar business and similarly situated;

(h) Maintain Listing. The Borrower shall use reasonable commercial efforts to maintain the listing of the Shares on the Exchange and to maintain the Borrower's status as a "reporting issuer", (as that term is defined under Canadian Securities Laws) or the equivalent thereof, not in default of the

A - 17

requirements of the Canadian Securities Laws in each of the Provinces of British Columbia and Alberta; and provided that this Section 6.1(h) shall not be construed as limiting or restricting the Borrower from completing an sale transaction, consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination in compliance with the terms and conditions of this Debenture, the Subscription Agreement and the Security Documents;

(i) Notice of Event of Default. The Borrower shall promptly, and in any event within five (5) Business Days after a responsible officer of the Borrower becoming aware, give notice to the Lender of the existence of any Event of Default;

(j) Amendment to the Asset Trust. The Borrower shall or shall cause the following to be completed no later than forty-five (45) days following Closing Date:

(i) publish the amendment to the Asset Trust in the Sistema de Información de Garantías Mobiliarias;

(ii) register the amendment to the Asset Trust 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 Borrower can show it is making commercially reasonable efforts to achieve such registration;

(i) deliver to the Purchaser a copy of the communication sent by Trafigura PTE to Peru S.A.A confirming payment and full satisfaction of all obligations secured by the original trust, in the form attached as Annex F to the Asset Trust;

(ii) provide evidence of:

(A) the execution by Scotiabank Peru S.A.A 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

(B) its publication in the Sistema de Información de Garantías Mobiliarias;

(k) Release of Share Pledge. The Borrower shall or shall cause the following to be completed no later than forty-five (45) days following Closing Date: record the release in the share ledger of Recuperada; and 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 Borrower 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;

(l) Amendment to the Administration Trust. The Borrower shall or shall cause to be completed no later than forty-five (45) days following Closing Date the publication of the Administration Trust in the Sistema de Información de Garantías Mobiliarias.

(m) Payment of Licensing Fees and Mining Penalties. The Borrower shall cause each Subsidiary to pay, or cause to be paid, all license fees and all mining penalties (where applicable) in respect of each mining concession held by such Subsidiary in a timely manner such that in no event, shall any license fee or mining penalty remain outstanding for two (2) or more consecutive years from the date herein in respect of any single mining concession. Furthermore, the Borrower shall, upon request from the Purchaser, provide the Purchaser of a certificate of a senior officer of the Borrower confirming that all license fees and mining penalties due and pay able in respect of each mining concession has been paid in full, together with supporting evidence as the Purchaser may reasonably request.

A - 18

(n) Registration of Mining Assignment Agreement and Transfer Agreement. The Borrower shall promptly respond to, cure, resolve and take all required steps as may be required for the registration of the mining assignment agreement between Recuperada S.A.C., San Antonio Mining Peru S.A.C., Corongo Exploraciones S.A.C., and Mining Sense Gold Peru S.A.C. granted through public deed dated December 15, 2025, executed before Notary Public Gonzalo Gustavo Gonzales Gonzales and the transfer agreement between Recuperada S.A.C. and Quilla Mining S.A.C. formalized through public deed dated March 10, 2026, executed before Notary Public Gonzalo Gustavo Gonzales Gonzales within 90 days of the Closing Date (or such later date as the Purchasers may approve in writing in their sole discretion).

Section 6.2 Negative Covenants

The Borrower covenants and agrees that, without the prior written consent of the holders of more than 51% of the principal amount of Debentures then outstanding:

(a) Indebtedness. Except for other Debentures issued pursuant to the Offering, the Borrower shall not, and shall not permit its Subsidiaries, to assume any additional indebtedness other than (i) Permitted Secured Debt, (ii) Permitted Subordinated Debt, provided such additional indebtedness matures after the Maturity Date shall be fully postponed and subordinated to the indebtedness owed to and security held by the Lender and the other Debentureholders; and (iii) trade payables, obligations and liabilities, income tax payable, accounts payable and other accrued liabilities incurred in the ordinary course of business, in each case without the prior written consent of the holders of more than 51% of the principal amount of Debentures then outstanding (such consent not to be unreasonably withheld, conditioned or delayed);

(b) Encumbrances. The Borrower shall not, and shall not permit the Subsidiaries to, create, assume or permit to exist any Lien on any assets or property, other than (i) such Liens as existed on the date hereof, (ii) Liens imposed by any governmental authority for any Taxes not yet due and delinquent, or which are being contested in good faith, (iii) Liens granted to secure Permitted Secured Debt, (iv) Liens in favour of Maverix Metals Inc. over the NSR Concessions; and (v) Secured Debt incurred or assumed by the Borrower and its Subsidiaries after the date hereof and secured by Liens pursuant to subparagraph Section 6.2(a) (collectively, the "Permitted Encumbrances"), in each case without the prior written consent of the holders of more than 51% of the principal amount of Debentures then outstanding (such consent not to be unreasonably withheld, conditioned or delayed);

(c) Distributions. The Borrower shall not, and shall not permit the Subsidiaries to, declare, pay or make any dividend or other distribution on any shares in the capital of the Borrower or authorize the repurchase of any shares in the capital of the Borrower;

(d) Guarantees. The Borrower shall not, and shall not permit the Subsidiaries to, become liable under any guarantees or otherwise become a surety for the indebtedness of another Person, other than (i) in the ordinary course of business, or (ii) in connection with Permitted Secured Debt incurred or assumed by the Borrower or its Subsidiaries;

(e) Pledge. The Borrower and its Subsidiaries shall not pledge its Shares or securities in any Subsidiary other than to the Lender or the other Debentureholders, on terms reasonably acceptable to the Lender;

(f) Related Party Transactions. The Borrower shall not enter into any contract or transaction with any related party except for (a) the purchase and/or sale of goods and/or services at fair market value or with Subsidiaries; (b) the issuance of securities of the Borrower on the same terms as offered to non-related parties; (c) amendments to the terms of previously issued securities that are approved by the Exchange; (d) internal reorganizations that are not otherwise prohibited hereunder; (e) entering into, or amending, employment, consulting and similar agreements with employees, officers or directors, or persons occupying similar roles; and (f) providing equity-based compensation to employees, officers or directors, or persons occupying similar roles;

A - 19

(g) Secured Debt of the Subsidiaries. The Borrower shall not permit the Subsidiaries to incur or assume any Secured Debt other than Permitted Secured Debt without the prior written consent of the holders of more than 51% of the principal amount of Debentures then outstanding (such consent not to be unreasonably withheld, conditioned or delayed);

(h) Dispositions. Subject to Section 6.2(k), none of the Borrower or its Subsidiaries shall sell, transfer or otherwise dispose of any property (including shares of Subsidiaries), other than:

(i) obsolete or worn-out property no longer used in the Business;

(ii) inventory, receivables or other property sold or disposed of in the ordinary course of business at fair market value;

(iii) property (including shares of Subsidiaries) sold or disposed of for fair market value to Persons at arm's length to the Borrower provided that (i) no Event of Default is continuing on the date of such sale or would occur as a result of such sale and (ii) the cash component of the aggregate proceeds of such sale is not less than 75% of such proceeds; or

(iv) [Redacted – Commercially Sensitive Information]

For greater certainty, this Section 6.2(h) shall not in any way restrict the Borrower from (A) issuing Shares or securities convertible into Shares or (B) incurring or assuming Permitted Secured Debt, in either case at any time and from time to time after the date thereof.

(i) Change in Nature of Business. The Borrower shall not, nor will it permit any of its Subsidiaries to, engage to any material respect in any lines of business other than the Business conducted by the Borrower and its Subsidiaries at the date thereof;

(j) Investments. The Borrower shall not, nor will it permit any of its Subsidiaries to, make any investment in any Person, whether by acquisition of shares, indebtedness or other securities, or by loan, guarantee, advance, capital contribution or otherwise, other than:

(i) investments made prior to the date thereof, and any roll-over, renewal or extension thereof;

(ii) investments in Subsidiaries of the Borrower and investments in entities in which Subsidiaries of the Borrower are a general or limited partner;

(iii) deposit accounts with and certificates of deposit and other instruments issued by banks;

(iv) obligations of or guaranteed by the governments of Canada, the United States of America or any province or state thereof;

(v) security deposits with utilities, governmental authorities and other like Persons in the ordinary course of business; and

(vi) Permitted Acquisitions,

in each case without the prior written consent of the holders of more than 51% of the principal amount of Debentures then outstanding (such consent not to be unreasonably withheld, conditioned or delayed).

The Borrower shall not permit any of its Insolvent Subsidiaries to make any investment in any Person, whether by acquisition of shares, indebtedness or other securities, or by loan, guarantee, advance, capital contribution or otherwise.

(k) Mergers. The Borrower shall not enter into any Merger unless:

A - 20

(i) the continuing corporation or other entity formed by the applicable consolidation, amalgamation or merger, or the Person that acquires by transfer, sale or lease all or substantially all of the assets of the Borrower, as the case may be, executes and delivers to the Lender its assumption in writing of the due and punctual performance and observance of each covenant and condition of this Debenture; and

(ii) no Event of Default is continuing on the date of such transaction or would occur as a result of such transaction.

Section 6.3 Right of First Refusal

(a) Subject to the rules and policies of the Exchange, if at any time from the date hereof and until the earlier of (i) the conversion of the entire aggregate outstanding Principal Amount of the Debenture pursuant to Article 4; and (ii) the Maturity Date (the “Right of First Refusal Period”), the Borrower proposes to issue additional debt or equity securities (each, a “Subsequent Financing”), the Lender shall have the right of first refusal on a pari passu basis with the other Debentureholders to subscribe for an aggregate of up to 25% of the debt or equity securities to be issued pursuant to such Subsequent Financing on the same terms as other the investors in the Subsequent Financing (“Right of First Refusal”). During the Right of First Refusal Period, if the Borrower proposes to complete a Subsequent Financing, it shall disclose in writing to each Debentureholder (the “Right of First Refusal Notice”) no later than 15 Business Days prior to the completion of such Subsequent Financing, the terms upon which the Borrower proposes to complete the Subsequent Financing. Following the delivery of a Right of First Refusal Notice, the Lender shall be entitled to exercise its Right of First Refusal by notifying the Borrower of its decision to do so within three (3) Business Days (the “Right of First Refusal Exercise Period”) following such Lender’s receipt of the Right of First Refusal Notice. If the Lender does not deliver a written notice of its decision to exercise its Right of First Refusal within the Right of First Refusal Exercise Period, it will be deemed to have declined to exercise its Right of First Refusal in respect of the applicable Subsequent Financing.

(b) If more than one of the Debentureholders elects to exercise its Right of First Refusal in respect of a Subsequent Financing, the aggregate 25% allocation available to the Debentureholders shall be allocated among the participating Debentureholders on a pro rata basis in proportion to the outstanding Principal Amount of Debentures held by each such participating holder relative to the aggregate outstanding Principal Amount of Debentures held by all participating Debentureholders. In the event that any Debentureholder declines to exercise, or exercises for less than, its full pro rata share of the Right of First Refusal, each other participating Debentureholders shall have a secondary right, exercisable within 3 Business Days following the expiry of the Right of First Refusal Exercise Period to subscribe for its pro rata share of such unsubscribed portion. For greater certainty, the Borrower shall notify all Debentureholders that have exercised their Right of First Refusal of any unsubscribed portion within 2 Business Days following the expiry of the Right of First Refusal Exercise Period.

(c) Notwithstanding Section 6.3(a) and Section 6.3(b), if the Borrower proposes to complete a Subsequent Financing structured as a bought deal or other underwritten offering requiring an accelerated timeline (a “Bought Deal Financing”), the following procedures shall apply in lieu of the notice and exercise periods set forth in Section 6.3(a) and Section 6.3(b):

(i) the Borrower shall deliver the Right of First Refusal Notice to each Debentureholder as soon as reasonably practicable following the determination of the terms of the Bought Deal Financing, but in any event no later than 24 hours prior to the anticipated closing of the Bought Deal Financing;

(ii) each Debentureholder shall be entitled to exercise its Right of First Refusal in respect of a Bought Deal Financing by delivering written notice to the Borrower of its election to participate within 24 hours following receipt of the Right of First Refusal Notice (the “Accelerated Exercise Period”), failing which such Debentureholder shall be deemed to

A - 21

have declined to exercise its Right of First Refusal in respect of such Bought Deal Financing;

(iii) the secondary allocation right set forth in Section 6.3(b) shall not apply to a Bought Deal Financing, and any portion of the 25% allocation that is not subscribed for by participating Debentureholders within the Accelerated Exercise Period shall be available to the Borrower to allocate to other investors in the Bought Deal Financing at the Borrower's discretion; and

(iv) for greater certainty, each Debentureholder acknowledges that the accelerated timeline applicable to a Bought Deal Financing may not permit the Borrower to accommodate late or conditional responses, and accordingly any notice of exercise that is not received by the Borrower within the Accelerated Exercise Period, or that is conditional or incomplete, shall be deemed to be a declination of such Debentureholder's Right of First Refusal in respect of the applicable Bought Deal Financing.

(d) Notwithstanding the foregoing, the Right of First Refusal shall not apply to any of the following: (a) the issuance of securities pursuant to any employee stock option plan, stock purchase plan, restricted stock plan, or other equity incentive plan; (b) the issuance of securities upon the exercise or conversion of any options, warrants, convertible securities, or other rights to acquire securities of the Borrower outstanding as of the date hereof or issued in compliance with this Debenture; (c) the issuance of securities in connection with a bona fide acquisition, merger, amalgamation, or similar business combination transaction; (d) the issuance of securities in connection with a strategic partnership, joint venture, licensing and project-related arrangement or other similar arrangement; (e) the incurrence of Indebtedness under credit facilities with chartered banks, credit unions, or other institutional lenders in the ordinary course of business; (f) any refinancing, extension, or replacement of existing Indebtedness; (g) the issuance of securities pursuant to an at-the-market offering program and (h) any issuance of securities for aggregate gross proceeds of less than $500,000.

ARTICLE 7 – EVENTS OF DEFAULT

Section 7.1 Events of Default

Any of the following shall constitute an Event of Default under this Debenture (each an “Event of Default”):

(a) the Principal Amount on this Debenture owing hereunder shall not be paid when due;

(b) the Borrower fails to pay when due any interest or other amount owing by the Borrower to the Lender not specified in Section 7.1(a) above, if such failure continues for a period of 10 Business Days;

(c) the Borrower breaches any representation contained herein, in any material respect, fails to make any payment or to observe, perform or comply with any term, covenant, condition or obligation of the Borrower contained herein (including for greater certainty the covenants contained in Section 6.1(j) or Section 6.1(k)) or is otherwise in default of any of the provisions contained herein (other than referred in Section 7.1(a) and Section 7.1(b)) and such default, if capable of being remedied, is not remedied within thirty (30) days after the Borrower receives written notice of such default from the Lender;

(d) the Borrower defaults in the performance of or compliance with any covenant, condition or term in the Subscription Agreement or the Security Documents and such default remains unremedied for a period of thirty (30) Business Days after Borrower receives written notice of such default from the Lender;

(e) if any representation or warranty of the Borrower or the Subsidiaries in this Debenture, the Subscription Agreement or the Security Documents proves to be untrue in any material respect as

A - 22

at such time as such representation and warranty was made by the Borrower or the Subsidiaries and such default remains unremedied for a period of thirty (30) Business Days after Borrower receives written notice of such default from the Lender;

(f) if the Borrower shall generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due or if a decree or order of a court having jurisdiction is entered adjudging the Borrower a bankrupt or insolvent, and any such decree or order continues unstayed and in effect for a period of thirty (30) days;

(g) if the Borrower shall apply for, consent to or acquiesce in the appointment of a trustee, receiver, or other custodian for the Borrower or for a substantial part of the property thereof, or make a general assignment for the benefit of creditors;

(h) if the Borrower shall in the absence of such application, consent or acquiescence, become subject to the appointment of a trustee, receiver, or other custodian for the Borrower or for a substantial part of the property thereof, or have a distress, execution, attachment, sequestration or other legal process levied or enforced on or against a substantial part of the property of the Borrower;

(i) if the Borrower shall permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower and, if any such case or proceeding is not commenced by the Borrower, such case or proceeding, if contested by the Borrower is not dismissed within thirty (30) days;

(j) there is a disposition or expropriation of all or substantially all of the property of the Borrower or any of its Subsidiaries where such disposition or expropriation would be likely to have a material adverse effect on the Borrower and its Subsidiaries when taken as a whole;

(k) the Borrower fails to pay any judgment rendered against it in excess of CDN$250,000 within twenty (20) Business Days of such judgment being rendered, unless the Borrower is actively pursuing an appeal of such judgment and has obtained a stay of enforcement;

(l) the Borrower fails to purchase or replace the Debentures upon the occurrence of a Change of Control in accordance with Section 3.2 and in accordance with the instructions of a Debentureholder within ten (10) Business Days of the completion of such Change of Control;

(m) any of the Security Documents fails to be enforceable for any reason or shall be declared to be null and void or any party contests the validity or enforceability thereof, or the security interest granted pursuant to the Security Documents fails to constitute a perfected and validly existing senior priority Lien in favour of the Lender over the collateral described therein at any time that any of the Obligations remain outstanding;

(n) any other notes, debentures, bonds or other indebtedness for money borrowed having an aggregate principal amount of at least CDN$1,000,000 (or its equivalent in any other currency or currencies determined at the then current exchange rate) or more (hereinafter called "Indebtedness") of the Borrower shall become prematurely repayable following default, or steps are taken to enforce any security therefor, or the Borrower defaults in the repayment of any such Indebtedness at the maturity thereof or (in the case of Indebtedness due on demand) on demand, or, in either case, at the expiration of any applicable grace period therefor, (if any) or any guarantee of or indemnity in respect of any Indebtedness of others given by the Borrower shall not be honored when due and called upon; or

(o) other than as permitted hereunder, the Borrower extends or maintains outstanding any loans, advances, guarantees, (direct or indirect) or other financial support to any insider (as defined in the Securities Act (Ontario).

A - 23

If an Event of Default described in (f), (g) or (h) above shall occur, the entire unpaid principal of and accrued interest on this Debenture shall become immediately due and payable without any declaration or other act on the part of the Lender. Immediately upon the occurrence of any Event of Default described in (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n), or (o) above, or upon failure to pay this Debenture on the Maturity Date or following acceleration under (f), (g) or (h), and notwithstanding anything to the contrary in the Security Documents, the Lender, upon notice to the Borrower in writing signed by the holders of not less than 51% of the aggregate principal amount of the Debentures then outstanding, may proceed to protect, enforce, exercise and pursue any and all rights and remedies available to the Lender under this Debenture or at law or in equity.

If any other Event of Default shall occur for any reason, whether voluntary or involuntary, and be continuing the Lender by notice to the Borrower in writing signed by the holders of not less than 51% of the aggregate principal amount of the Debentures then outstanding, may declare all or any portion of the outstanding Principal Amount of this Debenture to be due and payable, whereupon the full unpaid amount of this Debenture which shall be so declared due and payable shall be and become immediately due and payable without further notice, demand or presentment pursuant to the terms of this Debenture.

Section 7.2 Waiver of Default

Upon the occurrence of any Event of Default hereunder the holders of the Debentures shall have the power by requisition in writing by the holders of more than 51% of the principal amount of Debentures then outstanding, to instruct all of the Debentureholders to waive any Event of Default and all of the Debentureholders shall thereupon be deemed to have waived the Event of Default upon such terms and conditions as shall be prescribed in such requisition.

ARTICLE 8 – MUTILATION, LOSS, THEFT OR DESTRUCTION OF DEBENTURE CERTIFICATE

In case this Debenture certificate shall become mutilated or be lost, stolen or destroyed, the Borrower, shall issue and deliver, a new replacement debenture certificate upon surrender and cancellation of the mutilated Debenture certificate or, in the case of a lost, stolen or destroyed Debenture certificate, in lieu of and in substitution for the same. In the case of loss, theft or destruction, the applicant for a substituted debenture certificate shall furnish to the Borrower such evidence of the loss, theft or destruction of the Debenture certificate as shall be satisfactory to the Borrower in its discretion and shall also furnish an indemnity and surety bond satisfactory to the Borrower in its discretion. The applicant shall pay all reasonable expenses incidental to the issuance of any substituted debenture certificate.

ARTICLE 9 – GENERAL

Section 9.1 Taxes, etc.

All payments made by the Borrower to the Lender under this Debenture shall be made free and clear of, and without deduction for or on account of, any withholding Taxes now or hereafter imposed by any official body in any jurisdiction. If any such withholding Taxes are required to be withheld or deducted from any amounts payable by the Borrower to the Lender hereunder, the Borrower shall:

(a) within the time period for payment permitted by applicable law, pay to the appropriate governmental body the full amount of such withholding Taxes and any additional Taxes in respect of the payment required under Section 9.1(b) hereof and make such reports and filings in connection therewith in the manner required by applicable law; and

(b) pay to the Lender an additional amount which (after deduction of all withholding Taxes incurred by reason of the payment or receipt of such additional amount) will be sufficient to yield to the Lender the full amount which would have been received by it had no deduction or withholding been made.

Upon the request of the Lender, the Borrower shall furnish to the Lender the original or a certified copy of a receipt for (or other satisfactory evidence as to) the payment of each of the withholding Taxes (if any) payable in respect of such payment. If the Lender receives a refund of any withholding Taxes with respect to which the Borrower has paid any additional amount under this Section 9.1, the Lender shall pay over such refund to the Borrower.

A - 24

Section 9.2 Notice.

Any demand, notice, direction or other communication to be made or given hereunder (in each case, “Communication”) shall be in writing and shall be made or given by personal delivery, by courier, by facsimile or email transmission, or sent by registered mail, charges prepaid, addressed to the respective parties as follows:

(a) if to the Borrower:

620 – 1111 Melville St., Vancouver
BC, V6E 3V6, Canada

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

And to:

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

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

Gowling WLG (Canada) LLP
100 King Street West, Suite 1600
Toronto, ON M5X 1G5

Email: [Redacted – Personal Information]
Attention: France Tenaille; Ian Mitchell

(b) if to the Lender:

[●]

Attention: [●]
Email: [●]

or to such other address or email or facsimile number as any party may from time to time designate in accordance with this Section. Any Communication made by personal delivery or by courier shall be conclusively deemed to have been given and received on the day of actual delivery thereof or if such day is not a Business Day, on the first Business Day thereafter. Any Communication made or given by facsimile or email on a Business Day before 4:00 p.m. (local time of the recipient) shall be conclusively deemed to have been given and received on such Business Day and otherwise shall be conclusively deemed to have been given and received on the first Business Day following the transmittal thereof. Any Communication that is mailed shall be conclusively deemed to have been given and received on the fifth Business Day following the date of mailing but if, at the time of mailing or within five (5) Business Days thereafter, there is or occurs a labour dispute or other event that might reasonably be expected to disrupt delivery of documents by mail, any Communication shall be delivered or transmitted by any other means provided for in this Section.

Section 9.3 Change of Control or Merger of Borrower

By its acceptance hereof, each of the Borrower and the Lender acknowledges and agrees that in the event a Change of Control or Merger occurs, then all references herein to the Borrower shall extend to and include the entity resulting therefrom or which thereafter will carry on the business of the Borrower.

Section 9.4 Amendments

This Debenture may not be amended or otherwise modified except by an instrument in writing executed by the Borrower and the Lender.

A - 25

Section 9.5 Waivers

The Lender shall not, by any act, delay, omission or otherwise, be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless such waiver shall be in writing and executed by an authorized officer of the Lender in accordance with the terms of the Intercreditor Agreement. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by the Lender in accordance with the terms of the Intercreditor Agreement of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which the Lender would otherwise have on any future occasion, whether similar in kind or otherwise.

Section 9.6 Registration of Debentures

The Borrower shall cause to be kept at the head office of the Borrower in the city of Vancouver, in the discretion of the Borrower, a register in which shall be entered the name and latest known address of the Lender and any other holders of Debentures. Such register shall at all reasonable times during regular business hours of the Borrower be open for inspection by the Lender and any such holder. The Borrower shall not be charged with notice of or be bound to see to the performance of any trust, whether express, implied, or constructive, in respect of this Debenture and may act on the direction of the Lender, whether named as trustee or otherwise, as though the Lender were the beneficial owner of this Debenture.

Section 9.7 Transfer of Debenture

(1) No transfer of this Debenture shall be valid unless made in accordance with applicable laws, including all applicable Canadian Securities Laws. If the Lender intends to transfer this Debenture or any portion thereof, it shall deliver to the Borrower the transfer form attached to this Debenture as Schedule D, duly executed by the Lender. Upon compliance with the foregoing conditions and the surrender by the Lender of this Debenture, the Borrower shall execute and deliver to the applicable transferee a new Debenture registered in the name of the transferee. If less than the full principal amount of this Debenture is transferred, the Lender shall be entitled to receive, in the same manner, a new Debenture registered in its name evidencing the portion of the principal amount of this Debenture not so transferred. Prior to registration of any transfer of this Debenture, the Lender and the applicable transferee shall be required to provide the Borrower with necessary information and documents, including certificates and statutory declarations, as may be required to be filed under applicable laws. Prior to the occurrence of an Event of Default which is continuing, the Lender may not transfer this Debenture or its right under any Security Document to a company carrying on the business of exploring and mining for minerals, or controlled by or under common control by such company, without the prior written consent of the Borrower, which will not be unreasonably withheld.

(2) This Debenture may only be transferred to a transferee who, at the time of transfer, either:

(i) provides written certification that (A) the transferee is outside the United States and (B) the transferee is not a U.S. Person, and the transferee is not acquiring the Debenture on behalf of, or for the account or benefit of, a U.S. Person; or

(ii) provides a written opinion of U.S. counsel, in a form acceptable to the Borrower acting reasonably, that the Debenture is exempt from registration requirements under the 1933 Act and the securities laws of all applicable states of the United States.

(3) U.S. Legend:

(i) If the Debenture is transferred under Section 9.7(2)(ii), any certificates evidencing the Debentures and any certificate issued in exchange for or in substitution of those certificates, will bear the following legend(s):

A - 26

BORROWER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER FURNISHES TO THE BORROWER AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE BORROWER. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

Section 9.8 Release and Discharge

If the Lender exercises all conversion rights attached to this Debenture pursuant to Article 4 hereof or if the Borrower pays all of the Obligations in full to the Lender, the Lender shall release this Debenture and the security interests and the Borrower shall be, and shall be deemed to have, discharged of all its obligations under this Debenture.

Section 9.9 Successors and Assigns

This Debenture shall ensure to the benefit of the Lender and its successors and assigns, and shall be binding upon the Borrower and its successors and permitted assigns.

Section 9.10 Time

Time shall be of the essence of this Debenture.

Section 9.11 Governing Law

This Debenture shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Borrower and, by its acceptance hereof, the Lender each hereby irrevocably submit and attorn to the nonexclusive jurisdiction of the courts of the Province of Ontario in connection with this Debenture.

Section 9.12 Public Disclosure

Subject to redactions that the Lender may reasonably request, the Borrower may file this Debenture (and any amendments hereto) publicly on SEDAR+, to comply with applicable securities laws or the requirements of any securities regulatory authority.

Section 9.13 Further Assurances

The Borrower shall forthwith, at its own expense and from time to time, do or file, or cause to be done or filed, all such things and shall execute and deliver all such documents, agreements, opinions, certificates and instruments reasonably requested by the Lender or its counsel as may be reasonably necessary or desirable to complete the transactions contemplated by this Debenture and carry out its provisions and intention.

A - 27

Schedule B – Guarantee

(attached)

GUARANTEE

THIS GUARANTEE is dated as of March 18, 2026

BY:

MINES & METALS TRADING (PERU) PLC, a public limited company incorporated under the laws of the Isle of Man

RECUPERADA S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

MINERA NUEVA BLENDA RUBIA S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

MINERA POSITIVA PERU S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

MINA NUEVA ESPERANZA S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

SILVER X PERU S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

MINING SENSE GOLD PERU S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

SAN ANTONIO MINING PERU S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

CORONGO EXPLORACIONES S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

TANGANA MINES PERU S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

MINERA CCELLOMACHAY S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

MINERA SAN ANTONIO II PERU S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

LATITUDE PERU S.A.C., a sociedad anónima cerrada organized and existing under the laws of the Republic of Peru

(collectively, the "Guarantors"; and individually, a "Guarantor")

IN FAVOUR OF:

[●]

(the "Lender")

CONTEXT:

A. Silver X Mining Corp. (the "Debtor"), has issued in favour of certain holders (collectively, the "Debentureholders") various 10.0% senior secured convertible debentures, each dated as of March 18, 2026 (each as amended, restated, amended and restated, supplemented or replaced from time to time, a "Debenture", and collectively, the "Debentures") in connection with an offering of up to 69,000 senior secured convertible debentures of the Debtor in an aggregate principal amount of up to $69,000,000.

B. The Lender is the purchaser of a Debenture in the aggregate principal amount of $[●] (as amended, restated, amended and restated, supplemented or replaced from time to time, collectively, the "Lender Debenture").

C. The Lender and the other Debentureholders and, among others, the Debtor have entered into an intercreditor agreement dated March 18, 2026 (as may be amended, restated, supplemented or replaced, the "Intercreditor Agreement").

D. The Lender Debenture require that the Guarantors execute and deliver to the Lender, a guarantee of all Obligations (as defined in the Lender Debenture) of the Debtor to the Lender.

E. It is in the interests of the Guarantors that the Lender purchase the Lender Debenture upon the terms and conditions set out therein.

F. Each Guarantor acknowledges that it will receive economic and other benefits under the Debentures, and therefore the Guarantors are willing to execute and deliver this Guarantee to and in favour of the Lender.

THEREFORE, the Guarantors agree with the Lender, as follows:

Interpretation

1.1 Definitions. In this Guarantee the following terms have the following meanings:

1.1.1 "Debenture" and "Debentures" are defined in "Context", above.

1.1.2 "Debentureholders" is defined in paragraph A under "Context" above and includes their respective successors and assigns.

1.1.3 "Debtor" is defined in the "Context", above.

1.1.4 "Documents" means the Lender Debenture, the Security Documents, as defined in the Lender Debenture, this Guarantee and the Intercreditor Agreement.

1.1.5 "Event of Default" is defined in the Lender Debenture.

1.1.6 "Guarantee" means this guarantee, as amended, supplemented or restated from time to time by written agreement of the Parties.

1.1.7 "Guaranteed Indebtedness" means the aggregate of:

1.1.7.1 all Obligations of the Debtor to the Lender, under the Lender Debenture and any other Documents, which are owing or remaining unpaid by the Debtor to the Lender at any time and in any currency, including all principal, interest, commissions, fees (including receiver's fees and expenses), legal costs (on a solicitor and own client full indemnity basis) and other costs, charges and expenses;

1.1.7.2 interest (including interest on overdue interest) on unpaid amounts due under this Guarantee calculated from the date those amounts are demanded until they are paid in full, both before and after judgment, at the rates and in the currency applicable to the Guaranteed Indebtedness; and

1.1.7.3 all costs and expenses incurred by the Lender in enforcing any rights under this Guarantee.

1.1.8 "Guarantors" and "Guarantor" is defined in the recital of the Parties, above.

1.1.9 "Intercreditor Agreement" is defined in the "Context", above, and includes all amendments, supplements or replacements from time to time.

1.1.10 "Lender Debentures" is defined in "Context", above.

1.1.11 "Notice" means any notice, demand, request, consent, approval or other communication that is required or permitted by this Guarantee to be given or made by a Party.

1.1.12 "Parties" means the Guarantors and the Lender, collectively, and "Party" means any one of them.

1.1.13 "Person" means an individual, body corporate, sole proprietorship, partnership or trust or unincorporated association, unincorporated syndicate, unincorporated organization, or another entity, and a natural person, acting in their individual capacity or in their capacity as executor, trustee, administrator or legal representative, and any governmental authority.

1.2 Entire Agreement. This Guarantee, together with the other Documents constitutes the entire agreement between the Parties pertaining to the subject matter of this Guarantee and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no representations, warranties or other agreements between the Parties in connection with the subject matter of this Guarantee except as specifically set out in this Guarantee or in the other Documents. No Party has been induced to enter into

this Guarantee in reliance on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Guarantee or in the other Documents.

1.3 Governing Law. This Guarantee is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in that Province.

2. Guarantee

Each Guarantor unconditionally and irrevocably jointly and severally guarantees to the Lender full and prompt payment and satisfaction of all Guaranteed Indebtedness when due and at all times following when due, whether due at stated maturity, by required payment, by acceleration or declaration, on demand or otherwise.

3. Payment

Following the occurrence of an Event of Default, each Guarantor must pay to the Lender the amount of the Guarantor's liability for the Guaranteed Indebtedness immediately after demand to do so is made by the Lender in writing. That demand will be conclusively deemed to have been effectively made when Notice of the demand is given to the Guarantors as provided in Section 19.2. The Lender's rights are cumulative and shall not be exhausted by the exercise of any number of successive actions until and unless all indebtedness and liability hereby guaranteed has been paid and each of the Guarantor's obligations under the guarantee has been fully performed.

4. Guarantee Unconditional

The obligations of the Guarantors under this Guarantee are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged, limited or otherwise affected by any of the following, all of which the Guarantors waive to the fullest extent permitted by applicable law:

4.1 any amendment of or supplement to the indebtedness, liabilities or obligations of the Debtor under the Lender Debenture or the Guaranteed Indebtedness, including any increase or decrease in the principal, rates of interest or other amounts payable under them, any change in the nature or form of the credit provided and any amendment to the covenants or other provisions contained in the Lender Debenture or any other Documents;

4.2 any termination, invalidity, unenforceability or release by the Lender, of the Lender Debenture or any other Documents or of any of the Lender's rights against the Debtor or any other Person;

4.3 any increase, reduction, renewal, extension, substitution or other change in, or discontinuance of, the terms relating to the Guaranteed Indebtedness or to any credit extended by the Lender or the Debentureholders to the Debtor under the Debentures; any agreement to any proposal or scheme of arrangement relating to, or granting any extensions of time or any other indulgences or concessions to, the Debtor or any other Person; abstaining from taking, perfecting or registering any security documents; allowing any Documents to lapse, whether by failing to make or maintain any registration or otherwise; or any neglect or omission by the Lender in respect of, or in the course of, doing any of these things;

4.4 any claim, counterclaim, set-off or other rights that any Guarantor may have at any time against the Debtor, the Lender, the other Debentureholders or any other Person in connection with this Guarantee or the Documents;

4.5 any change in the financial condition of the Guarantors, the Debtor or any other Person, including insolvency and bankruptcy;

4.6 any release, substitution or addition of any co-signer, endorser, indemnifier or other guarantor of the Guaranteed Indebtedness or any declaration by the other Person that it is no longer bound by its co-signature, endorsement, indemnification or guarantee, as applicable;

4.7 any event, whether or not attributable to the Lender or the other Debentureholders, that has or may have caused or accelerated the bankruptcy or insolvency of the Debtor or any other Person, or that has or may have resulted in the initiation of any of those proceedings;

4.8 any failure by the Lender or the other Debentureholders to abide by any of the terms and conditions of the Debentures or the other Documents with, or to meet any of its obligations or duties owed to, any Guarantor, the Debtor or any other Person, or any breach of any duty, whether as a fiduciary or otherwise, that exists or is alleged to exist between the Lender, the other Debentureholders and any Guarantor, the Debtor or any other Person;

4.9 the benefit of any law which provides that the obligation of a guarantor must not be greater in amount, or in other respects more burdensome, than the principal obligation or which reduces a guarantor's obligation in proportion to the principal obligation;

4.10 any defence arising from the invalidity, illegality or lack of enforceability of the Guaranteed Indebtedness or any part of it, or of any security or guarantee relating to the Guaranteed Indebtedness, or because of any incapacity, lack of authority, or other defence of the Debtor or any other Person, or because of any limitation, postponement, prohibition, subordination or other restriction on the Lender or other Debentureholders right to payment of the Guaranteed Indebtedness or any part of it, or because of the termination, invalidity, unenforceability or cessation from any cause of the liability of the Debtor, any Guarantor or any other Person with respect to all or any of the Guaranteed Indebtedness, or because of any act or omission of the Lender or the other Debentureholders or others, whether occasioned by their own fault or otherwise, that directly or indirectly results in the discharge or release of the Debtor or any other Person, or of all or any of the Guaranteed Indebtedness or any security or guarantee for the Guaranteed Indebtedness, whether by contract, operation of law or otherwise, except as a result of the payment by the Debtor or the Guarantors to the Lender or the other Debentureholders in full of the Guaranteed Indebtedness, including all interest and expenses as provided for in this Guarantee;

4.11 any defence arising from any failure by the Lender or the other Debentureholders to obtain a security interest in, or to perfect or maintain a perfected or prior security interest in, or a mortgage, charge, lien or encumbrance on, any property of the Debtor or any other Person, or because any interest of the Lender or the other Debentureholders in any property, whether as owner of that property or as the holder of a security interest in or a mortgage, charge, lien or encumbrance on that property, is invalidated, voided, declared fraudulent or preferential or otherwise set aside, or because the Lender or the other Debentureholders impairs any rights of recourse or rights to collateral;

4.12 any change in effective control of the Debtor or the Guarantors;

4.13 any other act, failure to act, omission or delay by the Debtor, the Lender, the other Debentureholders or any other Person, or any other circumstance that might, but for the provisions of this Section 4, constitute a legal or equitable discharge, limitation or reduction of the Guarantors' obligations under this Guarantee, other than the payment or extinguishment in full of all of the Guaranteed Indebtedness;

4.14 any amendments or supplement to, or any restatement, renewal, replacement or extension of, the Debentures or any other Documents, or of any other credit agreement, loan agreement, terms letter or other document or agreement between the Lender, the other Debentureholders and the Debtor; or

4.15 any other circumstance affecting the Debtor or the Guarantors that might otherwise provide a legal or equitable defence for the Guarantors or a discharge of this Guarantee.

5. Dealings With the Debtor

The Lender may grant extensions of time or other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with the Debtor and with other Persons and securities as the Lender sees fit, provided the Lender applies all monies received by it from the Debtor or others or from any security in accordance with the Intercreditor Agreement.

6. Recourse Against the Debtor

The Lender is not bound to exhaust its recourse against the Debtor, any other guarantor or Person or under any other security before being entitled to payment from the Guarantors under this Guarantee.

7. Settlement of Accounts

Any account settled or stated between the Lender and the Debtor will be accepted by the Guarantors as prima facie evidence that the amount appearing due by the Debtor to the Lender in that account is due, except for manifest error.

8. Change in Composition of the Debtor

The liability of the Guarantors under this Guarantee will not be affected or in any way limited or lessened by a change in the name, objects, capital stock, constitution, ownership or control of the Debtor, or by amalgamation of the Debtor with another corporation.

9. Guarantee of all Monies

All monies and credit borrowed or obtained by the Debtor from the Lender under or in connection with the Lender Debentures or any other Documents, and all liabilities and obligations of the Debtor to the Lender under the Lender Debenture, will be deemed to form part of the Guaranteed Indebtedness despite any incapacity, disability or lack or limitation of status or power of the Debtor or of the directors, officers or employees of the Debtor, or that the Debtor may not be a legal entity, or any irregularity, defect or informality in the borrowing or obtaining of those monies or that credit.

10. Principal Debtor

Any amount of Guaranteed Indebtedness that may not be recoverable from the Guarantors by the Lender under this Guarantee on the basis of a guarantee will be recoverable by the Lender from each

Guarantor as principal debtor of that amount, and each Guarantor will pay that amount to the Lender immediately after demand to do so is made by the Lender in writing.

11. Continuing Guarantee

This Guarantee is a continuing, absolute, unconditional and irrevocable guarantee of all of the Guaranteed Indebtedness, will apply to all of the Guaranteed Indebtedness, and will remain in full force and effect until all of the Guaranteed Indebtedness has been paid in full. This Guarantee will not be considered as wholly or partially satisfied by the payment or liquidation at any time of any sum of money for the time being due or remaining unpaid to the Lender pursuant to the Lender Debenture.

12. No Subrogation

Until all the Guaranteed Indebtedness, interest and expenses have been paid in full, the Guarantors will have no right of subrogation to, and waives, to the fullest extent permitted by law:

12.1 any right to enforce any remedy that the Lender has or may have against the Debtor in respect of the Guaranteed Indebtedness; and

12.2 any benefit of, and any right to participate in, any security, whether charging real or personal property, held at any time by the Lender for the Guaranteed Indebtedness.

13. No Contribution or Indemnity

If the Lender receives from the Guarantors a payment or payments on account of the liability of the Guarantors under this Guarantee, the Guarantors will not be entitled to claim contribution or indemnity from the Debtor until the claims of the Lender against the Debtor have been paid in full or the Lender has waived its rights in respect of those claims.

14. Liquidation and Insolvency

In case of liquidation, winding up or bankruptcy of the Debtor, whether voluntary or involuntary, or if the Debtor makes any arrangement with creditors, whether voluntary or involuntary, the Lender has the right to rank for its full claims and receive all dividends and other payments in respect of its claims in priority to the Guarantors until its claims have been paid in full, and the Guarantors will continue to be liable under this Guarantee up to the amount guaranteed, less any payments made by any Guarantor, for any balance of the Guaranteed Indebtedness that remains owing to the Lender.

15. Expenses

The Guarantors will from time to time, upon demand by the Lender, immediately pay to the Lender, all expenses, including legal fees on a solicitor and own client full indemnity basis, incurred by the Lender in the preparation of this Guarantee and the preservation or enforcement of any of its rights under this Guarantee, and any of those amounts that are outstanding will be added to the Guaranteed Indebtedness.

16. Additional Security

This Guarantee is in addition and without prejudice to any security, including any other guarantees, held by the Lender at any time for the Guaranteed Indebtedness, and to any other rights or remedies of the Lender.

Taxes

All payments to be made by the Guarantors under this Guarantee will be made without set-off or counterclaim, without reduction for any taxes, levies, duties, fees, deductions or withholdings, and without restrictions or conditions. If applicable laws require a deduction or withholding from, or other reduction in, the amount paid by the Guarantors, the Guarantors will pay to the Lender, the additional amount necessary to ensure that the Lender, the full amount that the Lender would have received if no deduction, withholding or other reduction had been made.

Set-Off and Right to Combine Accounts

The Guarantors' liability under this Guarantee is not subject to any deduction, withholding, set-off or counterclaim by the Guarantors for any reason at any time.

General Terms

19.1 Time of Essence. Time is of the essence in all respects of this Guarantee.

19.2 Notices. Notices must be in writing and will be given as provided for in the Lender Debenture.

19.3 Severability. Each provision of this Guarantee is distinct and severable. If any provision of this Guarantee, in whole or in part, is or becomes illegal, invalid or unenforceable in any jurisdiction as determined by a court of competent jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

19.3.1 the legality, validity or enforceability of the remaining provisions of this Guarantee; or
19.3.2 the legality, validity or enforceability of that provision in any other jurisdiction.

19.4 Submission to Jurisdiction. Each of the Parties irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario to determine all issues, whether at law or in equity arising from this Guarantee.

19.5 Amendment. No amendment, supplement, restatement, discharge or termination of this Guarantee is binding unless it is consented to in writing by the Lender and executed in writing by the Party to be bound.

19.6 Waiver. No delay on the part of the Lender in exercising any of its options, powers or rights, and no partial or single exercise of them, will constitute a waiver of them. No waiver of any of the Lender's rights under this Guarantee, and no amendment of this Guarantee, will be deemed to be made by the Lender unless it is in writing, duly signed on behalf of the Lender, and each waiver, if any, will apply only to the specific instance involved, and will not impair the rights of the Lender or the liabilities of the Guarantors to the Lender in any other respect at any other time.

19.7 Further Assurances. The Guarantors will, at the Guarantors' expense, execute and deliver any further agreements and documents and provide any further assurances as may be reasonably required by the Lender to give effect to this Guarantee.

19.8 Assignment.

19.8.1 The Lender may assign or transfer all or any of the Guaranteed Indebtedness owing to the Lender in accordance with the terms of the Intercreditor Agreement.

19.8.2 Except as provided in Section 19.8.1, neither this Guarantee, nor any right or obligation under this Guarantee, may be assigned by any Party without the prior consent of the other Parties.

19.9 Enurement.

This Guarantee is binding upon the Guarantors and its successors and permitted assigns. This Guarantee enures to the benefit of the Lender and its successors and permitted assigns.

19.10 Creation and Use of Electronic Document.

This Guarantee and any counterpart of it may be created, provided, received, retained and otherwise used, and will be accepted, in any digital, electronic or other intangible form.

19.11 Electronic Signatures and Delivery.

This Guarantee and any counterpart of it may be:

19.11.1 signed by manual, digital or other electronic signatures; and
19.11.2 delivered or transmitted by any digital, electronic or other intangible means, including by e-mail or other functionally equivalent electronic means of transmission,

and that execution, delivery and transmission will be valid and legally effective to create a valid and binding agreement among the Parties.

19.12 Counterparts.

This Guarantee may be signed and delivered in counterparts, with the same effect as if each of the signatories had signed and delivered the same document, and that execution and delivery will be valid and legally effective.

19.13 Remedies Cumulative.

The rights and remedies under this Guarantee are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that Party may be entitled.

19.14 Conflict.

In the event of any conflict or inconsistency between the provisions of this instrument and the provisions of the Lender Debenture then, notwithstanding anything contained in this instrument, the provisions contained in the Lender Debenture shall prevail to the extent of such conflict or inconsistency and the provisions of this instrument shall be deemed to be amended to the extent necessary to eliminate such conflict or inconsistency, it being understood that the purpose of this instrument is to add to, and not detract from, the rights granted to the Lender under the Lender Debenture.

19.15 Acknowledgment and Waiver.

The Guarantors acknowledges receiving a copy of this Guarantee.

19.16 Release.

Upon the indefeasible payment in full of the Obligations, the Guarantors shall be automatically released from their respective obligations under this Guarantee. The Lender shall,

at the cost and expense of the Guarantors execute such documentation as the Guarantors may reasonably require to evidence such release.

THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.

The Guarantors have executed and delivered this Guarantee as of the date noted at the beginning of the Agreement.