Silver X Mining Corp. - Merger & Acquisition 2021

Execution Copy

BUSINESS COMBINATION AGREEMENT

BETWEEN

ORO X MINING CORP.

AND

MINES AND METALS TRADING (PERU) PLC

FEBRUARY 9, 2021

ARTICLE 1 DEFINITIONS AND INTERPRETATION ............................................................... 1 Definitions ..................................................................................................................... 1 Interpretation ................................................................................................................11 ARTICLE 2 BUSINESS COMBINATION .................................................................................12 Agreement to Combine .................................................................................................12 Pre-Business Combination Steps .................................................................................12 MMTP Meeting .............................................................................................................12 Finco Shareholder Approval .........................................................................................13 Oro X Meeting ..............................................................................................................13 Subco Shareholder Approval ........................................................................................13 Business Combination ..................................................................................................14 Statutory Resale Restrictions .......................................................................................16 TSXV Escrow and Resale Restrictions .........................................................................16 Change of Directors and Officers ..................................................................................16 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF ORO X .......................................17 Representations and Warranties of Oro X ....................................................................17 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF MMTP ........................................18 Representations and Warranties of MMTP ...................................................................18 ARTICLE 5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES ................................18 Survival of Representations and Warranties .................................................................18 ARTICLE 6 COVENANTS OF ORO X .....................................................................................18 Covenants of Oro X ......................................................................................................18 Necessary Consents ................................................................................................................18 Status and Filings ....................................................................................................................19 Directors ..................................................................................................................................19 Conduct of Business of Oro X ..................................................................................................19 Compliance by Subco ..............................................................................................................22 Tax Matters ..............................................................................................................................22 ARTICLE 7 COVENANTS OF MMTP ......................................................................................22 Covenants of MMTP .....................................................................................................22 Necessary Consents ................................................................................................................22 Status and Filings ....................................................................................................................23 Financial Statements................................................................................................................23 Support Agreements ................................................................................................................23 Conduct of Business of MMTP .................................................................................................23

Compliance by Finco................................................................................................................26 ARTICLE 8 ADDITIONAL COVENANTS OF ORO X REGARDING NONSOLICITATION ................................................................................................26 Notification of Oro X Acquisition Proposals ...................................................................27 Breach by Subsidiaries and Representatives................................................................30 ARTICLE 9 ADDITIONAL COVENANTS OF MMTP REGARDING NONSOLICITATION ................................................................................................30 Non-Solicitation ............................................................................................................30 Notification of MMTP Acquisition Proposals..................................................................32 Breach by Subsidiaries and Representatives................................................................34 ARTICLE 10 INDEMNIFICATION ............................................................................................35 Indemnification by Oro X ..............................................................................................35 Indemnification by MMTP .............................................................................................35 Limitation on Indemnification ........................................................................................35 Procedure for Indemnification .......................................................................................35 ARTICLE 11 CONDITIONS PRECEDENT ..............................................................................36 Mutual Conditions Precedent ........................................................................................36 Additional Conditions Precedent to the Obligations of MMTP .......................................37 ARTICLE 12 CLOSING ...........................................................................................................40 Time of Closing ............................................................................................................40 ARTICLE 13 TERMINATION ...................................................................................................40 Termination Rights .......................................................................................................40 Effect of Termination/Survival .......................................................................................42 Termination Fee ...........................................................................................................42 ARTICLE 14 EXPENSES ........................................................................................................43 Fees and Expenses ......................................................................................................43 ARTICLE 15 GENERAL ..........................................................................................................43 Public Announcement; Confidentiality ..........................................................................43 Entire Agreement .........................................................................................................44 Further Assurances ......................................................................................................44 Severability ...................................................................................................................44 Applicable Law .............................................................................................................44 Governing Language ....................................................................................................45 Attornment ....................................................................................................................45 Successors and Assigns ..............................................................................................45

Time of Essence ...........................................................................................................45 Notices .........................................................................................................................45 Waiver ..........................................................................................................................47 Amendments ................................................................................................................47 Remedies Cumulative ..................................................................................................47 Counterparts.................................................................................................................47 Schedule “ A ” BC AMALGAMATION AGREEMENT ............................................................. A-1 Schedule “ B ” REPRESENTATIONS AND WARRANTIES OF ORO X ................................. B-1 Schedule “ C ” REPRESENTATIONS AND WARRANTIES OF MMTP .................................. C-1

BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT is entered into on the 9[th] day of February, 2021,

BETWEEN:

ORO X MINING CORP. , a company incorporated under the laws of the Province of British Columbia with offices at Suite 1430 – 800 West Pender Street, Vancouver, British Columbia, V6C 2V6

(“ Oro X ”)

AND:

MINES AND METALS TRADING (PERU) PLC , a company incorporated under the 2006 Act with company number 015829V and having its registered office at 12 Mount Havelock, Douglas, IM1 2QG, Isle of Man

(“ MMTP ”)

NOW THEREFORE the Parties agree as follows:

ARTICLE 1 DEFINITIONS AND INTERPRETATION

Definitions

1.1 In this Agreement, unless otherwise defined, the following terms have the following meanings:

“ 2006 Act ” means the Companies Act 2006 (Isle of Man, an Act of Tynwald).

“ Acquireco ” means a company to be incorporated under the laws of the Province of British Columbia as a wholly-owned subsidiary of Oro X, formed for the purposes of completing the BC Amalgamation with Finco.

“ Acquireco Shares ” means the common shares in the capital of Acquireco.

“ Agents ” means any agent, mutually agreed by the Parties, to be appointed by Oro X in connection with the Financing, and any other syndicate members and sub-agents appointed by such agent.

“ Agreement ” means this business combination agreement, together with the Oro X Disclosure Letter and MMTP Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time.

“ Amalco ” means the company resulting from the Merger of the Merging Companies, being MMTP as surviving company (as defined in section 152 of the 2006 Act) pursuant to section 156 of the 2006 Act.

“ Amalco Preferred Share ” means the one preferred share in the capital of Amalco as provided for in Section 2.13(c).

“ Amalco Shares ” means the ordinary shares with no par value in the capital of Amalco.

“ BC Amalgamation ” means the amalgamation of Finco and Acquireco pursuant to Section 269 of the BCBCA on the terms set forth in this Agreement and the BC Amalgamation Agreement, subject to any amendments or variations thereto made in accordance with the provisions of the BC Amalgamation Agreement and this Agreement.

“ BC Amalgamation Agreement ” means the agreement to be entered into between Oro X, Acquireco, and Finco in respect of the BC Amalgamation, substantially in the form attached to this Agreement as Schedule “A” hereto.

“ BC Amalco ” means the company resulting from the BC Amalgamation of Finco and Acquireco.

“ BC Amalco Shares ” means the common shares in the capital of BC Amalco.

“ BC Amalgamation Application ” means the amalgamation application to be completed and filed jointly by Finco and Acquireco with the Registrar under the BCBCA, giving effect to the BC Amalgamation upon and subject to the terms of this Agreement and the BC Amalgamation Agreement.

“ BCBCA ” means the Business Corporations Act (British Columbia), as the same has been and may hereafter from time to time be amended, including the regulations promulgated thereunder.

“ Business Combination ” means the business combination of MMTP and Oro X in the manner contemplated in and pursuant to the terms and conditions of this Agreement.

“ Business Day ” means any day, other than a Saturday, Sunday or statutory holiday in Vancouver, British Columbia, Canada, or the Isle of Man, or a day on which the TSXV is closed.

“ Canadian Securities Laws ” means (i) the Securities Act (British Columbia) and any other applicable provincial securities Laws, (ii) the rules and regulations of the TSXV (including the NEX Policy).

“ Circular ” means a management information circular or other applicable disclosure document.

“ Claims ” means any suit, action, dispute, civil or criminal litigation, claim, arbitration or legal, administrative or other proceeding or governmental investigation, including appeals and applications for review.

“ Closing ” means the means the completion of the Merger and the other transactions contemplated herein.

“ Closing Date ” means the date on which the Closing occurs, which shall be the third Business Day after all of the conditions precedent set forth in Article 11 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) are either satisfied or waived, or such other date as mutually agreed to by the Parties.

“ Closing Time ” has the meaning given to such term in Section 12.1.

“ Confidentiality Agreement ” means the confidentiality agreement dated November 5, 2020, between Oro X and MMTP.

“ Constating Documents ” means, in respect of a Person that is not an individual, the memorandum, the articles, by-laws, or other charter documents of such Person, together with any amendments and supplements thereto.

“ Contract ” means any legally binding written agreement, commitment, engagement, contract, franchise, licence, obligation or undertaking to which any Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject .

“ Coriorcco Project ” means Oro X’s Coriorcco gold project located in Lucana Province, Ayacucho region of southern Peru.

“ Effective Date ” means date specified in the certificate of merger issued by the IOM Companies Registry under the 2006 Act in connection with the Merger.

“ Effective Time ” means the first moment (Isle of Man time) on the Effective Date.

“ Employee Plans ” means all health, welfare, supplemental unemployment benefit, bonus, profit sharing, option, stock appreciation, savings, insurance, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension or supplemental retirement plans and other similar or material employee or director compensation or benefit plans, policies, trusts, funds, agreements or arrangements for the benefit of directors or former directors of Oro X or any of its Subsidiaries, Oro X Employees or former Oro X Employees, which are maintained by, contributed to or binding upon Oro X or any of its Subsidiaries or in respect of which Oro X or any of its Subsidiaries has any actual or potential liability.

“ Environmental Laws ” means all Laws, including, without limitation, the laws of Peru, imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (b) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances.

“ Environmental Permits ” means all Permits or program participation requirements, sign-offs or registrations required by or available with or from any Governmental Entity under any Environmental Laws.

“ Escrow Agent ” means the escrow agent appointed pursuant to the escrow agreement, if required by the TSXV, to be entered into by certain Oro X Shareholders at Closing subject to escrow in accordance with the policies of the TSXV.

“ Exchange Ratio ” means, at the Effective Time, 28.828 Oro X Shares for every one MMTP Share.

“ Filing Date ” means the date on which the Scheme of Merger along with ancillary documents is filed at the IOM Companies Registry;

“ Financing ” means an offering and sale of Subscription Receipts of Finco, for minimum gross proceeds of C$14,000,000 in connection with the Business Combination.

“ Finco ” means a company to be incorporated under the laws of the Province of British Columbia as a wholly-owned subsidiary of MMTP, formed for the purposes of completing the Financing and the BC Amalgamation with Acquireco.

“ Finco Shares ” means common shares in the capital of Finco.

“ Governmental Entity ” means any government, parliament, legislature, regulatory authority, governmental department, agency, commission, board, tribunal, crown corporation, court or other law, rule or regulation-making entity having jurisdiction or exercising executive, legislative, judicial, regulatory or administrative powers on behalf of any federation or nation, or any province, territory, state or other subdivision thereof or any municipality, district or other subdivision thereof, including a Securities Authority.

“ Governmental Order ” means any order, writ, ruling, judgment, injunction, decree, stipulation, determination, award, directive or citation entered by or with any Governmental Entity.

“ Hazardous Substance ” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any Environmental Law.

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board, at the relevant time, applied on a consistent basis.

“ Incentive Options ” has the meaning ascribed thereto in Section 2.22.

“ IOM Companies Registry ” means the Isle of Man Companies Registry and includes any statutory references to the Isle of Man Registrar.

“ Julian Project ” means Oro X’s Julian gold project located in Azuay Province, Equador.

“ Laws ” means all statutes, codes, ordinance, regulations, statutory rules, published policies, published guidelines and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws, and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Entity having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities (all references herein to a specific statute being deemed to include all applicable rules, regulations, rulings, orders and forms made or promulgated under such statute and the published policies and published guidelines of the Governmental Entity administering such statute) and shall include the published rules and policies of the TSXV.

“ Letter of Intent ” means the non-binding letter of intent dated January 7, 2021, providing for the combination of the businesses of Oro X and MMTP.

“ Lien ” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition, which, in substance, secures payment, or performance of an obligation.

“ Material Adverse Effect ” means, when used in connection with Oro X or MMTP, as applicable, any event, condition or change which individually or in the aggregate constitutes, or could reasonably be expected to have, a material adverse effect on their respective business assets, liabilities, condition (financial or otherwise) or results of operations taken as a whole on a consolidated basis; provided, however, that the determination of whether a material adverse effect has occurred shall be made ignoring any event, change, fact or effect resulting from: (i) any change in IFRS, or Laws or interpretation thereof; (ii) any generally applicable change or development in economic, regulatory, business or financial market conditions; (iii) any acts of terrorism or war; (iv) the execution or announcement of this Agreement; (v) in respect of Oro X, any breach of this Agreement by MMTP; and (vi) in respect of MMTP, any breach of this Agreement by Oro X, provided, however, that with respect to paragraphs (i), (ii) and (iii), such matter does not have a disproportionate effect on Oro X or MMTP, as applicable, relative to other comparable companies or entities operating in the industry in which the Party operates.

“ Material Contracts ” means all contracts or other obligations or rights (and all amendments, modifications and supplements thereto to which any Party or any of its Subsidiaries is a party affecting the obligations of any party thereunder) to which a Party or its Subsidiaries is a party or by which any of their respective properties or assets are bound that are material to the business, properties or assets of a Party or its Subsidiaries taken as a whole, or which relate to indebtedness of a Party or its Subsidiaries.

“ material fact ” has the meaning given to such term in the Securities Act.

“ Merger ” means the merger of the Merging Companies under the 2006 Act on the terms set forth in this Agreement, and the Scheme of Merger.

“ Merging Companies ” means MMTP and Subco.

“ misrepresentation ” has the meaning given to such term in the Securities Act.

“ MMTP Acquisition Proposal ” means, with respect to MMTP (other than the Business Combination) the making of any proposal or offer, or public announcement of an intention to make a proposal or offer to the applicable Party or its securityholders, as the case may be, from any Person or group of Persons "acting jointly or in concert", which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions):

(i) any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization, reorganization, liquidation, dissolution or winding-up in respect of such Party;

(ii) any sale of assets (or any lease, long-term supply arrangement, option, licence, joint venture, disposition or other arrangement having the same economic effect as a sale) of

such party or its subsidiaries representing 20% or more of the consolidated assets, revenues or earnings of such Party;

(iii) any sale or issuance of shares or other equity interests (or securities convertible into or exercisable for such shares or interests) in such party or any of its

(iv) subsidiaries representing 20% or more of the issued and outstanding equity or voting interests of such Party; or

(v) any arrangement whereby effective operating control of such Party is granted to another party;

“ MMTP Assets ” means the property and assets of MMTP as a going concern, of every kind and description and wherever situated.

“ MMTP Board ” means the board of directors of MMTP as constituted from time to time.

“ MMTP Disclosure Letter ” means the disclosure letter dated the date of this Agreement and delivered by MMTP to Oro X with this Agreement.

“ MMTP Financial Statements ” means MMTP’s unaudited consolidated financial statements for the financial years ended December 31, 2019 and 2018, and the unaudited consolidated financial statements for the nine months ended September 30, 2020.

“ MMTP Matching Period ” has the meaning ascribed thereto in Section 8.6(a)(v).

“ MMTP Meeting ” means a meeting of the MMTP Shareholders to consider a Transaction Resolution approving the Merger.

“ MMTP Meeting Materials ” means the notice of meeting and Circular of MMTP and related proxy materials to be mailed to the MMTP Shareholders in connection with a meeting of shareholders to be held to approve the Merger.

“ MMTP Shareholders ” means the holders of the MMTP Shares.

“ MMTP Shares ” means the ordinary shares with no par value in the capital of MMTP.

“ MMTP Special Warrants ” means 170,280 previously issued special warrants, each of which will automatically convert into one MMTP Share immediately prior to the closing of the Business Combination in accordance with its terms.

“ MMTP Superior Proposal ” means any unsolicited bona fide written MMTP Acquisition Proposal from a Person who is an arm’s length third party made after the date of this Agreement: (i) to acquire all of the outstanding MMTP Shares not beneficially owned by such arm’s length third party or all or substantially all of the assets of MMTP on a consolidated basis; (ii) that complies with applicable securities Laws in all material respects and did not result from or involve a breach of Article 9; (iii) that is not subject to any diligence condition; and (iv) that the MMTP Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors and after taking into account all the terms and conditions of the MMTP Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the

risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to MMTP Shareholders than the Business Combination.

“ MMTP Superior Proposal Notice ” has the meaning ascribed thereto in Section 9.6(a)(iii).

“ MMTP Termination Fee Event ” has the meaning ascribed thereto in Section 13.4(a)(ii).

“ Name Change ” means a change of Oro X’s name to “Silver X Mining Corp.”, or such other name as the parties may agree and which BC Registry Services may accept.

“ NI 43-101 ” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.

“ Option Acquisition Agreement ” means the option acquisition agreement between Oro X and Titan Minerals Ltd. dated August 24, 2020.

“ Ordinary Course ” means, with respect to an action taken by a Party or its Subsidiary, that such action is consistent with the past practices of such Party or such Subsidiary and is taken in the ordinary course of the normal day-to-day operations of the business of such Party or such Subsidiary.

“ ORO X Acquisition Proposal ” means, with respect to Oro X, (other than the Business Combination) the making of any proposal or offer, or public announcement of an intention to make a proposal or offer to the applicable Party or its securityholders, as the case may be, from any Person or group of Persons "acting jointly or in concert", which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions):

(ii) any sale of assets (or any lease, long-term supply arrangement, option, licence, joint venture, disposition or other arrangement having the same economic effect as a sale) of such party or its subsidiaries representing 20% or more of the consolidated assets, revenues or earnings of such Party;

(iii) any sale or issuance of shares or other equity interests (or securities convertible into or exercisable for such shares or interests) in such party or any of its

(iv) subsidiaries representing 20% or more of the issued and outstanding equity or voting interests of such Party; or

(v) any arrangement whereby effective operating control of such Party is granted to another party;

“ Oro X Assets ” means the property and assets of Oro X as a going concern, of every kind and description and wherever situated.

“ Oro X Board ” means the board of directors of Oro X as constituted from time to time.

“ Oro X Disclosure Letter ” means the disclosure letter dated the date of this Agreement.

“ Oro X Employees ” means all officers and employees of Oro X and its Subsidiaries, including unionized, non-unionized, part-time, full-time, active and inactive employees.

“ Oro X Filings ” means all documents publicly filed under Oro X’s profile on the SEDAR since December 31, 2018.

“ Oro X Financial Statements ” means the audited consolidated financial statements of Oro X for the financial year ended February 29, 2020 and 2019, and the unaudited condensed consolidated financial statements for the nine months ended November 30, 2020.

“ Oro X Matching Period ” has the meaning ascribed thereto in Section 9.6(a)(v).

“ Oro X Meeting ” means a meeting of the Oro X Shareholders to approve any Transaction Resolution, if required.

“ Oro X Options ” means options to purchase Oro X Shares.

“ Oro X RSUs ” means restricted share units issued under the long term incentive plan of Oro X.

“ Oro X Shareholders ” means the registered or beneficial holders of Oro X Shares, as the context requires.

“ Oro X Shares ” means common shares in the capital of Oro X.

“ Oro X Superior Proposal ” means any unsolicited bona fide written Oro X Acquisition Proposal from a Person who is an arm’s length third party made after the date of this Agreement: (i) to acquire all of the outstanding Oro X Shares not beneficially owned by such arm’s length third party or all or substantially all of the assets of Oro X on a consolidated basis; (ii) that complies with Canadian Securities Laws and other applicable securities Laws in all material respects and did not result from or involve a breach of Article 8; (iii) that is not subject to any diligence condition; and (iv) that the Oro X Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to Oro X Shareholders than the Business Combination.

“ Oro X Superior Proposal Notice ” has the meaning ascribed thereto in Section 8.6(a)(iii).

“ Oro X Termination Fee Event ” has the meaning ascribed thereto in Section 13.4(a)(i).

“ Oro X Warrants ” means warrants to purchase Oro X Shares.

“ Outside Date ” means May 31, 2021.

“ Party ” means a party to this Agreement and “ Parties ” means all of them.

“ Permits ” means in respect of a party, all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of the respective businesses of the Party or any of its Subsidiaries.

“ Permitted Liens ” means Liens for current Taxes or other governmental charges not yet due and payable or delinquent, the amount or validity of which is being contested in good faith by appropriate proceedings or which may thereafter be paid without penalty or such imperfections of title or easements, if any, as are not material (alone or in the aggregate) in character, amount or extent and do not materially detract from the value, or materially interfere with the present use, of any property subject thereto or affected thereby.

“ Person ” means and includes an individual, firm, sole proprietorship, partnership, joint venture, venture capital or hedge fund, association, unincorporated association, unincorporated syndicate, unincorporated organization, estate, group, trust, body corporate (including a limited liability company and an unlimited liability company), a trustee, executor, administrator or other legal representative, Governmental Entity, syndicate or other entity, whether or not having legal status.

“ Recuperada Agreements ” means, together, (i) the agreement dated June 28, 2017, between MMTP and Compañía de Minas Buenaventura S.A.A. for the acquisition by MMTP of the Recuperada Mine; and (ii) the agreement dated February 13, 2018, between MMTP and Pan American Silver Corp. for the acquisition by MMTP of an additional concession package of 6,500 hectares located immediately around the Recuperada Mine.

“ Recuperada Mine ” means the silver-lead-zinc mine known as the Recuperada project located in the Huachocolpa district of Huancavelica, Peru, which includes the ore processing plant that services several nearby small and medium-sized mining operations.

“ Registrar ” means the Registrar of Companies or a Deputy Registrar of Companies for the Province of British Columbia duly appointed under the BCBCA.

“ Regulatory Approvals ” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that permits a transaction to be implemented if a prescribed time lapses following the giving of notice without an objection being made) of any applicable Governmental Entity.

“ Release ” means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Substance in the indoor or outdoor environment, including the movement of Hazardous Substance through or in the air, soil, surface water, ground water or property.

“ Representative ” means, in respect of a Person, its Subsidiaries and affiliates, and the directors, officers, employees, agents and representatives (including any financial, legal, or other advisers) of such Person, and those of its Subsidiaries and affiliates.

“ Reverse Takeover ” has the meaning given to such term in TSXV Policies.

“ Scheme of Merger ” means a statutory scheme of merger under Part X Chapter 1 of the 2006 Act providing for the Merger, in form and substance acceptable to the Parties, acting reasonably. “ Securities Act ” means the Securities Act (British Columbia) and all blanket rulings, policy statements, orders, rules and notices of the British Columbia Securities Commission.

“ Securities Authorities ” means, as applicable, the securities commissions or securities regulatory authorities in British Columbia and Alberta, the U.S. Securities and Exchange Commission, and applicable state securities regulatory authorities.

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“ SEDAR ” means the System for Electronic Document Analysis and Retrieval.

“ Subco ” means Altitude Discoveries Plc, a company incorporated under the laws of Isle of Man, which will be a wholly-owned subsidiary of Oro X, formed for the purposes of completing the Merger with MMTP.

“ Subco Shares ” means ordinary shares without par value in the capital of Subco.

“ Subscription Receipt Agreement ” means, if applicable, the subscription receipt agreement to be entered into between MMTP, Finco, Oro X, Odyssey Trust Company (or other subscription receipt agent acceptable to the parties), and the Agents.

“ Subscription Receipts ” means, if applicable, the subscription receipts of Finco to be issued as part of the Financing.

“ Subsidiary ” means, with respect to a specified body corporate, a body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the directors thereof, whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency, are at the time owned, directly or indirectly, by such specified body corporate, and includes a body corporate in like relation to a subsidiary.

“ Support Agreement ” means a support agreement in form and substance satisfactory to Oro X, acting reasonably, between Oro X and certain MMTP Shareholders, pursuant to which such signing such MMTP Shareholders agree to vote in favour of the Business Combination and the related transactions, and not to sell, dispose of or otherwise encumber any of their MMTP Shares.

“ Tax Act ” means the Income Tax Act , RSC 1985, c. 1 (5th Supp.), as amended.

“ Tax Returns ” means all returns, declarations, reports, information returns and statements filed or required to be filed with any taxing authority relating to Taxes.

“ Taxes ” means all present and future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Entity in the nature of a tax, whether based on income, sales, capital, or any other basis, including any interest, additions to tax and penalties applicable thereto.

“ Termination Fee ” has the meaning ascribed thereto in Section 13.4(a).

“ Termination Fee Event ” has the meaning ascribed thereto in Section 13.4(a).

“ Titan Investor Rights Agreement ” means the investor rights agreement between Oro X and Titan Minerals Ltd. dated October 8, 2020.

“ Transaction Resolution ” means, with respect to the participation of a Party in a Transaction, a resolution of the shareholders of such Party required under applicable Laws to approve such Party’s participation in that Transaction;

“ Transactions ” means the Financing, the BC Amalgamation and the Merger.

“ TSXV ” means the TSX Venture Exchange Inc.

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“ TSXV Policies ” means the policies set forth in the TSXV Corporate Finance Manual (including the NEX Policy).

Interpretation

1.2 In this Agreement, unless otherwise expressly provided:
(a) references in this Agreement to an Article, Section or Schedule are to be construed as references to an Article, Section or Schedule of or to this Agreement unless otherwise specified;
(b) the captions, Section numbers and Article numbers appearing in this Agreement are inserted for convenience of reference only and shall in no way define, limit, construe or describe the scope or intent of this Agreement nor in any way affect this Agreement;
(c) every use of the words “including” or “includes” in this Agreement is to be construed as meaning “including, without limitation” or “includes, without limitation”, respectively.
(d) if any date on which any action is required to be taken hereunder by any of the parties is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day;
(e) a reference to a statute includes all regulations made thereunder, all amendments to the statute or regulation in force from time to time, and every statute or regulation that supplements or supersedes such statute or regulation;
(f) words signifying the singular number include the plural and vice versa, and words signifying gender include all genders;
(g) all dollars amounts, unless otherwise specified, are in Canadian dollars;
(h) where any matter is qualified by reference “to the knowledge” of Oro X, it is deemed to refer to the actual knowledge, after making reasonable inquiries, of the Chief Executive Officer and Chief Financial Officer of Oro X. Where any matter is qualified by reference “to the knowledge” of MMTP, it is deemed to refer to the actual knowledge, after making reasonable inquiries, of the Chairman and Chief Financial Officer of MMTP; and
(i) time periods within which or following which any calculation or payment is to be made, or action to be taken, will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day; and
(j) all accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of a Party required to be made shall be made in a manner consistent with IFRS.
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ARTICLE 2 BUSINESS COMBINATION

Agreement to Combine

2.1 Upon the terms and subject to the conditions contained in this Agreement, the Parties hereby agree to the Business Combination, with the intent that the same shall be completed on or before the Outside Date.

Pre-Business Combination Steps

2.2 Immediately prior to the Effective Time, any Subscription Receipts issued in connection with the Financing shall be automatically converted into Finco Shares, being the securities underlying such Subscription Receipts, in accordance with their terms and the Subscription Receipt Agreement.

MMTP Meeting

2.3 Subject to the terms of this Agreement, MMTP shall:
(a) call and hold the MMTP Meeting in accordance with MMTP’s Constating Documents and applicable Laws, and MMTP shall use commercially reasonable efforts to do so on or before March 19, 2021, for the purpose of considering a Transaction Resolution to approve the Merger;
(b) give notice to Oro X of the MMTP Meeting, and allow Oro X’s representatives and legal counsel to attend the MMTP Meeting;
(c) prepare and mail to the MMTP Shareholders a notice of meeting with an annexed copy of the Scheme of Merger and Circular in connection with the MMTP Meeting, which Circular shall comply in all material respects with applicable Laws, shall not contain a misrepresentation, and shall contain a recommendation of the board of directors of MMTP to vote in favour of the Transaction Resolution approving the Merger;
(d) give Oro X and its legal counsel a reasonable opportunity to review and comment on drafts of the MMTP Meeting Materials and other related documents, and give reasonable consideration to any comments made by them (it being understood and agreed that that all information relating solely to Oro X and included in any Circular shall be in form and content satisfactory to Oro X and its legal counsel, acting reasonably); and
(e) solicit proxies in favour of the approval of the Transaction Resolution approving the Merger, and against any resolution submitted by any MMTP Shareholder that is inconsistent with the Transaction Resolution approving the Merger, and provide Oro X with reasonable updates regarding the results of such proxy solicitation upon request.
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Finco Shareholder Approval

2.4 Subject to the terms of this Agreement, MMTP shall pass the Transaction Resolution to approve the BC Amalgamation and the Financing as the sole shareholder of Finco.

Oro X Meeting

2.5 If it is determined that a Transaction or any aspect of a Transaction is subject to approval by the Oro X Shareholders under any applicable Law, subject to the terms of this Agreement, Oro X shall: (a) call and hold an Oro X Meeting in accordance with Oro X’s Constating Documents and applicable Laws, and Oro X shall use commercially reasonable efforts to do so as soon as practicable after any determination that a Transaction or aspect of a Transaction is subject to approval by the Oro X Shareholders, for the purpose of considering a Transaction Resolution, and fix and publish a record date for the purposes of determining the Oro X Shareholders entitled to receive notice of and vote at the Oro X Meeting;
(b) consult with MMTP in fixing the date of the Oro X Meeting, give notice to MMTP of the Oro X Meeting, and allow MMTP’s representatives and legal counsel to attend the Oro X Meeting;
(c) prepare and mail to the Oro X Shareholders a notice of meeting and Circular in connection with any Oro X Meeting, which Circular shall comply in all material respects with applicable Laws, shall not contain a misrepresentation, and shall contain a recommendation of the Oro X Board to vote in favour of any Transaction Resolution;
(d) give MMTP and its legal counsel a reasonable opportunity to review and comment on drafts of any Circular and other related documents, and give reasonable consideration to any comments made by them (it being understood and agreed that that all information relating solely to MMTP and included in any Circular shall be in form and content satisfactory to MMTP and its legal counsel, acting reasonably); and
(e) solicit proxies in favour of the approval of the Transaction Resolution and against any resolution submitted by any Oro X Shareholder that is inconsistent with the Transaction Resolution and the completion of any Transaction, and provide MMTP with reasonable updates regarding the results of such proxy solicitation upon request.

Subco Shareholder Approval

2.6 Subject to the terms of this Agreement, Oro X shall pass the Transaction Resolution to approve the Merger as the sole shareholder of Subco.

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Business Combination

2.7 Oro X and MMTP agree to effect the combination of their respective businesses and assets by way of a three-cornered merger between Oro X, MMTP, and Subco, pursuant to the Scheme of Merger.

2.8 All Subco and MMTP directors shall complete statutory declarations which comply with the requirements of section 153(2) and each Merging Company shall obtain written consent from each Merging Company’s charge holder (if any) for the filing of the Scheme of Merger.

2.9 At least 21 days prior to the Filing Date, each Merging Company shall deliver a notice to each member of such Merging Company, and cause such notice to be published in the manner prescribed under the 2006 Act, to the effect that such Merging Company intends to participate in the Merger and stating that the Scheme of Merger may be inspected at the office of the registered agent of such Merging Company.

2.10 Upon the satisfaction or waiver of the conditions herein contained in favour of each Party, and prior to filing the Scheme of Merger in accordance with Section 2.11, Oro X shall complete and file with the Registrar of Companies under the Business Corporations Act (British Columbia) the Notice of Alteration and such other documents as may be required to give effect to the Name Change;

2.11 Subco and MMTP shall jointly execute and file with the IOM Companies Registry under the 2006 Act the Scheme of Merger pursuant to section 154(1) and 154(2) of the 2006 Act, and such other documents as may be required to give effect to the Merger.

2.12 Upon the issue of a certificate of merger giving effect to the Merger, the Merging Companies shall be merged and shall continue as one company, effective as of the Effective Date, under the terms and conditions prescribed in the Scheme of Merger.

2.13 At the Effective Time, and as a result of the Merger:
(a) each MMTP Special Warrant outstanding immediately before the Effective Time shall be automatically converted into one MMTP Share in accordance with its terms;
(b) Subco will merge with and into MMTP, with MMTP being the surviving company in accordance with section 153 of the 2006 Act;
(c) the Subco Share held by Oro X shall be converted into one fully paid and nonassessable Amalco Preferred Share having a redemption amount and fair market value equal to the subscription amount for the Subco Share;
(d) the manner and basis of converting the MMTP Shares will be as follows:
- (i) Amalco will purchase the MMTP Shares from each holder of the MMTP Shares (other than Oro X or any wholly-owned subsidiary of Oro X);
- (ii) in consideration for the purchase of the MMTP Shares, Oro X will issue Oro X Shares equal to the product of the number of MMTP Shares held by
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such holder multiplied by the Exchange Ratio to each holder of the MMTP Shares;

  - (iii) each Oro X Share shall be issued as fully paid and non-assessable share and no fractional Oro X Shares shall be issued;

  - (iv) all MMTP Shares shall be cancelled upon being purchased by Amalco; and

  - (v) Oro X shall add to the stated capital account of the Oro X Shares an amount equal to the fair market value of the MMTP Shares outstanding immediately prior to the Effective Time.

(e) Amalco shall issue to Oro X, as consideration for Oro X issuing the Oro X Shares pursuant to Section 2.13(d)(ii), one Amalco Share for each MMTP Share outstanding immediately prior to the Effective Time;
(f) Oro X shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any holder of MMTP Shares such amounts as are required to be deducted and withheld with respect to such payment under the Tax Act or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the MMTP Shares, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and
(g) Amalco will become a wholly-owned subsidiary of Oro X.
2.14 At the Effective Time:
(a) subject to Section 2.13(b), the registered holders of MMTP Shares shall become the registered holders of the Oro X Shares to which they are entitled in accordance with the provisions of this Agreement and the Scheme of Merger, and Oro X will deliver the Oro X Shares to former holders of MMTP Shares electronically or in physical form in accordance with their instructions without the need for such former holders to surrender certificates representing the MMTP Shares; and
(b) Oro X shall become the registered holder of the Amalco Shares and the Amalco Preferred Share to which it is entitled in accordance with the provisions of this Agreement and the Scheme of Merger;

2.15 Prior to the Effective Time, the Parties will forthwith enter into the BC Amalgamation Agreement and will deliver to the Registrar the BC Amalgamation Application and such other documents as may be required under the BCBCA to give effect to the BC Amalgamation.

2.16 At the Effective Time, and as a result of the BC Amalgamation:
(a) Finco and Acquireco shall be amalgamated pursuant to the provisions of the BCBCA and shall continue as one company, being BC Amalco;
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(b) shareholders of Finco will receive, in exchange for each Finco Share held, one fully-paid and non-assessable Oro X Share, and the Finco Shares will be cancelled;
(c) each issued and outstanding Acquireco Share will be cancelled and replaced by one (1) fully paid and non-assessable BC Amalco Share for each Acquireco Share held;
(d) as consideration for the issuance of Oro X Shares in exchange for the Finco Shares, BC Amalco shall issue to Oro X one (1) BC Amalco Share for each Oro X Share so issued;
(e) BC Amalco will continue as a wholly-owned subsidiary of Oro X; and
(f) the property of each of Finco and Acquireco will continue to be the property of BC Amalco.

2.17 Notwithstanding Section 2.14(a), where any Oro X Shares are subject to escrow, delivery of such securities to the Escrow Agent shall be deemed good delivery to the former holder of MMTP Shares that is entitled to receive them.

Statutory Resale Restrictions

2.18 The Oro X Shares to be issued pursuant to the Merger and the BC Amalgamation will be issued in such a manner as to be exempt from the prospectus requirement under Canadian Securities Laws, and such Oro X Shares will not be subject to a statutory hold period under Canadian Securities Laws.

TSXV Escrow and Resale Restrictions

2.19 The Parties acknowledge that securities of Oro X held by certain MMTP Shareholders may be subject to escrow and/or share resale restrictions under TSXV Policies and applicable securities laws. If required by the TSXV, the escrowed Oro X Shares and other securities will be held in escrow pursuant to an escrow agreement to be entered into by the Oro X, the Escrow Agent, and the relevant MMTP Shareholder and their applicable affiliates, and will be released over time in accordance with such escrow agreement, all as prescribed by the policies of the TSXV. The Parties covenant to use commercially reasonable efforts to cause all MMTP Shares so requested by the TSXV, to enter into an escrow agreement in accordance with TSXV Policies.

Change of Directors and Officers

2.20 Concurrently with the completion of the Business Combination:
(a) (i) two directors of Oro X will resign without payment by or any liability to Oro X, (ii) the Oro X Board will be fixed at six directors, (iii) Luis Zapata, Nick Rowley and Darryl Cardey or such other persons as determined by Oro X, will continue as directors of Oro X, and Sebastian Wahl and José María García Jimenez (or such other persons as MMTP shall designate) will be appointed as directors of the Oro X, to hold office until the next annual meeting of the shareholders of the Oro X or until their successors are elected or appointed in accordance with the provisions
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of the Oro X’s Constating Documents and applicable Law; and (iv) the parties agree to appointment of one additional new director with the appropriate skill set and background to advance the business of Oro X, who at the date hereof is expected to be Michael Hoffman;

(b) the directors of Subco will cease to be directors of Subco following the strike off of Subco in accordance with section 156(4) of the 2006 Act without payment by or any liability to Amalco, Subco or Oro X;
(c) the board of directors of Amalco will be fixed at two directors, and José María García Jimenez and Matt Roma will be appointed as directors of Amalco, to hold office until the next annual meeting of the shareholders of the Amalco or until their successors are elected or appointed in accordance with the provisions of Amalco’s Constating Documents and applicable Law; and
(d) the board of directors of BC Amalco will be fixed at two directors, and José María García Jimenez and Matt Roma will be appointed as directors of BC Amalco, to hold office until the next annual meeting of the shareholders of the BC Amalco or until their successors are elected or appointed in accordance with the provisions of BC Amalco’s Constating Documents and applicable Law.

2.21 Immediately following completion of the Business Combination, Luis Zapata will resign as the Chief Executive Officer of Oro X without payment by or any liability to Oro X and the following individuals will be appointed to the following offices of Oro X:

Office	Name
Chief Executive Officer	José María García Jimenez
VP, Corporate Development	Sebastian Wahl
Executive Chairman	Luis Zapata

2.22 Concurrently with closing an aggregate of 4,500,000 stock options to acquire Oro X Shares will be issued to José María García Jimenez and Sebastian Wahl (the “ Incentive Options ”). ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF ORO X

Representations and Warranties of Oro X

3.1 Oro X represents and warrants to MMTP as set forth in Schedule “B” and acknowledges and agrees that MMTP is relying upon such representations and warranties in connection with the entering into of this Agreement and agreeing to complete the Business Combination.

3.2 The representations and warranties of Oro X contained in this Agreement shall not survive the completion of the Business Combination and shall expire and be terminated on the earlier of the Closing Time and the date on which this Agreement is terminated in accordance with its terms; provided, however, that this Section 3.2 will not limit any covenant or agreement

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that, by its terms, contemplates performance after the Closing Date or the date on which this Agreement is terminated, as the case may be.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF MMTP

Representations and Warranties of MMTP

4.1 MMTP represents and warrants to Oro X as set forth in Schedule “C” and acknowledges and agrees that Oro X is relying upon such representations and warranties in connection with the entering into of this Agreement and agreeing to complete the Business Combination.

4.2 The representations and warranties of MMTP contained in this Agreement shall not survive the completion of the Business Combination and shall expire and be terminated on the earlier of the Closing Time and the date on which this Agreement is terminated in accordance with its terms; provided, however, that this Section 4.2 will not limit any covenant or agreement that, by its terms, contemplates performance after the Closing Date or the date on which this Agreement is terminated, as the case may be.

ARTICLE 5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Survival of Representations and Warranties

5.1 The representations and warranties made by the Parties and contained in this Agreement will not survive the Closing.

ARTICLE 6 COVENANTS OF ORO X

Covenants of Oro X

6.1 Oro X hereby covenants and agrees with MMTP as follows:

Necessary Consents

(a) From the date hereof to and including the Effective Date, Oro X will, and will cause Subco to:
(i) use all commercially reasonable efforts to obtain all necessary consents, assignments or waivers from third parties and amendments or terminations to any instrument or agreement and take such other measures as may be necessary or desirable to fulfil its obligations under and to carry out the transactions contemplated by this Agreement;
(ii) use its commercially reasonable efforts to cause Finco to complete the Financing; and
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(iii) make other necessary filings and applications under applicable Laws required on the part of Oro X and Subco in connection with the transactions contemplated in this Agreement, including properly filing all materials and taking all steps necessary to obtain the approval of the TSXV for the Business Combination and the listing of the Oro X Shares on the TSXV immediately following the Business Combination.

Status and Filings

(b) Oro X will maintain, and cause Subco to maintain, its corporate status and comply with all applicable corporate and securities requirements (including any applicable filing requirements) prior to Closing.

Directors

Conduct of Business of Oro X

(d) During the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the express prior written consent of MMTP, acting reasonably, or (ii) as required or permitted by this Agreement, Oro X shall, and shall cause its Subsidiaries to, conduct their business in the Ordinary Course, and Oro X shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, assets (including, for greater certainty, Oro X Assets), goodwill and business relationships with other Persons with which Oro X or any of its Subsidiaries have business relations.
(e) Without limiting the generality of Section 6.1(d), during the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, except with the express prior written consent of MMTP (which consent shall not be unreasonably withheld or delayed) or as required or permitted by this Agreement, Oro X shall not, and Oro X shall not permit any of its Subsidiaries to, directly or indirectly:
(i) amend its Constating Documents;
(ii) split, combine, consolidate or reclassify any shares of its capital stock or declare, set aside or pay any dividend or other distribution thereon (whether in cash, stock or property or any combination thereof), or amend or modify any term of any outstanding debt security;
(iii) redeem, purchase, or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock or any of its outstanding securities;
(iv) issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests (including issued Oro X
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Shares held by Oro X in treasury), or any options, warrants or similar rights or convertible securities exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or any stock appreciation rights, phantom stock awards or other rights that are linked to the price or the value of Oro X Shares, except for the issuance of Oro X Shares issuable upon the exercise of the currently outstanding Oro X Options and Oro X Warrants and the vesting of the Oro X RSUs;

(v) reduce its stated capital or reorganize, arrange, restructure, amalgamate or merge with any Person, except as contemplated in this Agreement;
(vi) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Oro X or any of its Subsidiaries;
(vii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $50,000 in the aggregate for all such transactions, other than in the Ordinary Course;
(viii) sell, pledge, lease, dispose of, lose the right to use, mortgage, license, encumber (other than a Permitted Lien) or otherwise transfer any assets of Oro X or of any of its Subsidiaries or any interest in any assets of Oro X and its Subsidiaries having a value greater than $50,000 in the aggregate, other than in the Ordinary Course;
(ix) make or commit to making any capital expenditures having a value exceeding $50,000 in the aggregate, other than as incurred in connection with this Agreement and the transactions contemplated herein, including the expenses contemplated in Section 14.1, or in the Ordinary Course;
(x) amend or modify, or terminate or waive any right under, any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;
(xi) in respect of any Oro X Assets, waive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to amend, modify or change, any existing material Permit, right to use, lease or contract, other than as required by applicable Law;
(xii) amend, modify or terminate, cancel or let lapse any material insurance (or re-insurance) policy of Oro X or any Subsidiary in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies are in full force and effect;
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(xiii) prepay any indebtedness before its scheduled maturity, or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof, other than in the Ordinary Course;
(xiv) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person other than advances and capital contributions to wholly-owned Subsidiaries of Oro X in the Ordinary Course;
(xv) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments, other than in the Ordinary Course;
(xvi) settle or compromise any Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into any agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any Tax matter or amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by Law;
(xvii) make any change in Oro X’s methods of accounting, except as required by concurrent changes in IFRS;
(xviii) grant any increase in the rate of wages, salaries, bonuses or other remuneration of any Oro X Employee or independent contractor or make any bonus or profit sharing distribution or similar payment of any kind, except as may be made in the Ordinary Course;
(xix) (A) adopt, enter into or amend any Employee Plan; (B) pay any benefit to any director or officer of Oro X or any of its Subsidiaries or to any Oro X Employee that is not required under the terms of any Employee Plan in effect on the date of this Agreement; (C) grant, accelerate, increase or otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of Oro X or any of its Subsidiaries or to any Oro X Employee; (D) make any determination under any Employee Plan that is not in the Ordinary Course; or (E) take or propose any action to effect any of the foregoing;
(xx) cancel, waive, release, assign, settle or compromise any material claims or rights or take any action or fail to take any action that would result in termination of any material claims or rights;
(xxi) commence, waive, release, assign, settle, compromise or settle any litigation, proceeding or governmental investigation relating to the assets or the business of Oro X in excess of an aggregate amount of $50,000;
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(xxii) enter into any Contract with a Person (other than a wholly-owned Subsidiary of Oro X) that does not deal at arm’s length with Oro X within the meaning of the Tax Act;
(xxiii) enter into or amends any Contract with any broker, finder or investment banker, or
(xxiv) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.
(f) From the date hereof to and including the Effective Date, Oro X will, and will cause Subco to, notify MMTP in writing immediately upon becoming aware:
(i) of the occurrence of any Material Adverse Effect; or
(ii) of any material penalty, filing, action, suit, claim, investigation, audit inquiry, assessment or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Oro X or its Subsidiaries; or
(iii) that any of the representations and warranties of Oro X contained in this Agreement are no longer true and correct in any material respect.

Compliance by Subco

(g) Oro X shall cause Subco to comply with its obligations under this Agreement.

Tax Matters

(h) Oro X shall agree to make any available Tax election with a holder of MMTP Shares who may be subject to Tax in respect of the Merger.
(i) Oro X may cause an election to be filed pursuant to subsection 256(9) of the Tax Act in respect of the Merger.

ARTICLE 7 COVENANTS OF MMTP

Covenants of MMTP

7.1 MMTP hereby covenants and agrees with Oro X as follows:

Necessary Consents

(a) From the date hereof to and including the Effective Date, MMTP will:
(i) use all commercially reasonable efforts to obtain all necessary consents, assignments or waivers from third parties and amendments or terminations to any instrument or agreement and take such other measures as may be necessary or desirable to fulfil its obligations under and to carry out the transactions contemplated by this Agreement;
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(ii) use its commercially reasonable efforts to cause Finco to complete the Financing; and
(iii) make other necessary filings and applications under applicable Laws required on the part of MMTP in connection with the transactions contemplated in this Agreement.

Status and Filings

(b) MMTP will maintain its corporate status and comply with all applicable corporate and securities requirements (including any applicable filing requirements) prior to Closing.

Financial Statements

(c) MMTP will use commercially reasonable efforts to deliver the MMTP audited consolidated financial statements for the year ended December 31, 2019 by February 22, 2021.

Support Agreements

(d) MMTP will use commercially reasonable efforts to have 66[2/3] % of the MMTP Shareholders sign Support Agreements.

Conduct of Business of MMTP

(e) During the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the express prior written consent of Oro X, acting reasonably, or (ii) as required or permitted by this Agreement, MMTP shall, and shall cause its Subsidiaries to, conduct their business in the Ordinary Course, and MMTP shall use commercially reasonable efforts to maintain and preserve its Subsidiaries’ business organization, assets (including, for greater certainty, MMTP Assets), goodwill and business relationships with other Persons with which MMTP or any of its Subsidiaries have business relations.
(f) Without limiting the generality of Section 7.1(e), during the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, except with the express prior written consent of Oro X (which consent shall not be unreasonably withheld or delayed) or as required or permitted by this Agreement, MMTP shall not permit any of its Subsidiaries to, directly or indirectly:
(i) amend its Constating Documents;
(ii) split, combine, consolidate or reclassify any shares of its capital stock or declare, set aside or pay any dividend or other distribution thereon (whether in cash, stock or property or any combination thereof), or amend or modify any term of any outstanding debt security;
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(iii) redeem, purchase, or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock or any of its outstanding securities;
(iv) other than with respect to Subsidiaries with no assets or operating business, issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests (including issued MMTP Shares held by MMTP in treasury), or any options, warrants or similar rights or convertible securities exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or any stock appreciation rights, phantom stock awards or other rights that are linked to the price or the value of MMTP Shares;
(v) reduce its stated capital or reorganize, arrange, restructure, amalgamate or merge with any Person, except as contemplated in this Agreement;
(vi) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of MMTP or any of its Subsidiaries;
(vii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $50,000 in the aggregate for all such transactions, other than in the Ordinary Course;
(viii) sell, pledge, lease, dispose of, lose the right to use, mortgage, license, encumber (other than a Permitted Lien) or otherwise transfer any assets of MMTP or of any of its Subsidiaries or any interest in any assets of MMTP and its Subsidiaries having a value greater than $50,000 in the aggregate, other than in the Ordinary Course;
(ix) make or commit to making any capital expenditures having a value exceeding $50,000 in the aggregate, other than as incurred in connection with this Agreement and the transactions contemplated herein, including the expenses contemplated in Section 14.1, or in the Ordinary Course;
(x) amend or modify, or terminate or waive any right under, any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;
(xi) in respect of any MMTP Assets, waive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to amend, modify or change, any existing material Permit, right to use, lease or contract, other than as required by applicable Law;
(xii) amend, modify or terminate, cancel or let lapse any material insurance (or re-insurance) policy of MMTP or any Subsidiary in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance
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companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies are in full force and effect;

(xiii) prepay any indebtedness before its scheduled maturity, or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof, other than in the Ordinary Course, provided that MMTP may re-negotiate the terms of any outstanding debt to obtain more favourable terms for MMTP;
(xiv) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person other than advances and capital contributions to wholly-owned Subsidiaries of MMTP in the Ordinary Course;
(xv) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments, other than in the Ordinary Course;
(xvi) settle or compromise any Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into any agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any Tax matter or amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by Law;
(xvii) make any change in MMTP’s methods of accounting, except as required by concurrent changes in IFRS;
(xviii) grant any increase in the rate of wages, salaries, bonuses or other remuneration of any MMTP Employee or independent contractor or make any bonus or profit sharing distribution or similar payment of any kind, except as may be made in the Ordinary Course;
(xix) (A) adopt, enter into or amend any Employee Plan; (B) pay any benefit to any director or officer of MMTP or any of its Subsidiaries or to any MMTP Employee that is not required under the terms of any Employee Plan in effect on the date of this Agreement; (C) grant, accelerate, increase or otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of MMTP or any of its Subsidiaries or to any MMTP Employee; (D) make any determination under any Employee Plan that is not in the Ordinary Course; or (E) take or propose any action to effect any of the foregoing;
(xx) cancel, waive, release, assign, settle or compromise any material claims or rights or take any action or fail to take any action that would result in termination of any material claims or rights;
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(xxi) commence, waive, release, assign, settle, compromise or settle any litigation, proceeding or governmental investigation relating to the assets or the business of MMTP in excess of an aggregate amount of $50,000;
(xxii) enter into any Contract with a Person (other than a wholly-owned Subsidiary of MMTP) that does not deal at arm’s length with MMTP within the meaning of the Tax Act; or
(xxiii) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.
(g) From the date hereof to and including the Effective Date, MMTP will, and will cause Finco to, notify Oro X in writing immediately upon becoming aware:
(i) of the occurrence of any Material Adverse Effect; or
(ii) of any material penalty, filing, action, suit, claim, investigation, audit inquiry, assessment or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting MMTP or its Subsidiaries; or
(iii) that any of the representations and warranties of MMTP contained in this Agreement are no longer true and correct in any material respect.

Compliance by Finco

(h) MMTP shall cause Finco to comply with its obligations under this Agreement.

ARTICLE 8 ADDITIONAL COVENANTS OF ORO X REGARDING NON-SOLICITATION

Non-Solicitation

8.1 Except as expressly provided in this Article 8, Oro X shall not, directly or indirectly, through any Representative or otherwise, and shall not permit any such Person to:
(a) solicit, initiate, knowingly facilitate, encourage or promote (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records, or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Oro X Acquisition Proposal;
(b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than MMTP or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Oro X Acquisition Proposal, it being acknowledged and agreed that Oro X may communicate with any Person for purposes of advising such Person of the restrictions in this Agreement and advising such Person that their Oro X
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Acquisition Proposal does not constitute an Oro X Superior Proposal or is not reasonably expected to constitute or lead to an Oro X Superior Proposal;

(c) enter into or publicly propose to enter into any agreement, understanding or arrangement in respect of an Oro X Acquisition Proposal, other than a confidentiality and standstill agreement permitted by and in accordance with Section 8.5;
(d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any publicly announced or otherwise publicly disclosed Oro X Acquisition Proposal (it being understood that taking no position or a neutral position with respect to a publicly announced or otherwise publicly disclosed Oro X Acquisition Proposal for a period of no more than five Business Days following the announcement or disclosure of such Oro X Acquisition Proposal will not be considered to be in violation of this Section 8.1 provided the Oro X Board has rejected such Oro X Acquisition Proposal before the end of such five Business Day period).

8.2 Oro X shall, and shall cause its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any Person (other than MMTP or its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Oro X Acquisition Proposal, and in connection with such termination shall no longer provide access to any data room or provide any new disclosure of information, or access to properties, facilities, books and records of Oro X or any of its Subsidiaries outside the Ordinary Course, and, as soon as reasonably practicable and in event within two Business Days of the date of this Agreement, request to the extent it is entitled to do so the return or destruction of all information provided to any such Person.

8.3 Oro X represents and warrants that, since December 31, 2018, neither Oro X nor any of its Subsidiaries has waived any confidentiality, standstill or similar agreement to which Oro X or any Subsidiary is a party, and covenants and agrees that (a) Oro X shall take all necessary action to enforce each confidentiality, standstill or similar agreement to which Oro X or any of its Subsidiaries is a party, and (b) neither Oro X nor any of its Representatives will, without the prior written consent of MMTP (which may be withheld or delayed in MMTP’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting Oro X or any of its Subsidiaries under any confidentiality, standstill or similar agreement to which Oro X or any of its Subsidiaries is a party. For greater certainty, the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 8.3.

Notification of Oro X Acquisition Proposals

8.4 If Oro X, its Subsidiaries, or any of their respective Representatives, receives, or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Oro X Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information that is made, or that may reasonably be perceived to be made, in connection with an Oro X Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of Oro X or any of its Subsidiaries, Oro X shall immediately notify MMTP, at first orally, and then promptly

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and in any event within 48 hours in writing, of such Oro X Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Oro X Acquisition Proposal, inquiry, proposal, offer or request, and shall provide MMTP with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person. Oro X shall keep MMTP informed on a current basis of the status of developments and (to the extent permitted by Section 8.5) negotiations with respect to such Oro X Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Oro X Acquisition Proposal, inquiry, proposal, offer or request.

8.5 Responding to an Oro X Acquisition Proposal

(a) Notwithstanding Section 8.1, if at any time prior to Closing, Oro X receives a written Oro X Acquisition Proposal, Oro X may engage in or participate in discussions or negotiations with such Person regarding such Oro X Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of Oro X and its Subsidiaries if, and only if:
(i) the Oro X Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Oro X Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to an Oro X Superior Proposal (disregarding for such determination any due diligence or access condition);
(ii) such Person was not restricted from making such Oro X Acquisition Proposal pursuant to an existing standstill or similar restriction;
(iii) Oro X has been, and continues to be, in compliance with its obligations under this Article 8;
(iv) prior to providing any such copies, access, or disclosure, Oro X enters into a confidentiality and standstill agreement with such Person having terms that are not less onerous than those set out in the Confidentiality Agreement and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to MMTP; and
(v) Oro X promptly provides MMTP with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 8.5(a)(iv).
(b) Nothing contained in this Agreement shall prevent the Oro X Board from:
(i) complying with Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Canadian Securities Laws relating to the provision of a directors’ circular in respect of an Oro X Acquisition Proposal; or
(ii) calling and/or holding a meeting of shareholders requisitioned by Oro X Shareholders in accordance with applicable Laws or taking any other action
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with respect to an Oro X Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with applicable Laws.

8.6 MMTP Right to Match

(a) If Oro X receives an Oro X Acquisition Proposal that constitutes an Oro X Superior Proposal, the Oro X Board may authorize Oro X to enter into a definitive agreement with respect to such Oro X Superior Proposal, if and only if:
(i) the Person making the Oro X Superior Proposal was not restricted from making such Oro X Superior Proposal pursuant to an existing standstill or similar restriction;
(ii) Oro X has been, and continues to be, in compliance with its obligations under Article 8;
(iii) Oro X has delivered to MMTP a written notice of the determination of the Oro X Board that such Oro X Acquisition Proposal constitutes an Oro X Superior Proposal and of the intention of the Oro X Board to enter into such definitive agreement with respect to such Oro X Superior Proposal, together with a written notice from the Oro X Board regarding the value and financial terms that the Oro X Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Oro X Superior Proposal (the “ Oro X Superior Proposal Notice ”);
(iv) Oro X has provided MMTP a copy of the proposed definitive agreement for the Oro X Superior Proposal;
(v) at least seven Business Days (the “ MMTP Matching Period ”) have elapsed from the date that is the later of the date on which MMTP received the Oro X Superior Proposal Notice from Oro X and the date on which MMTP received a copy of the proposed definitive agreement for the Oro X Superior Proposal from Oro X;
(vi) during any MMTP Matching Period, MMTP has had the opportunity (but not the obligation), in accordance with Section 8.6(b), to offer to Oro X to amend this Agreement in order for such Oro X Acquisition Proposal to cease to be an Oro X Superior Proposal;
(vii) if MMTP has offered to Oro X to amend this Agreement under Section 8.6(b), the Oro X Board has determined in good faith, after consultation with Oro X’s outside legal counsel and financial advisers, that such Oro X Acquisition Proposal continues to constitute an Oro X Superior Proposal compared to the terms of this Agreement as proposed to be amended by MMTP under Section 8.6(b);
(viii) the Oro X Board has determined in good faith, after consultation with Oro X’s outside legal counsel that it is appropriate for the Oro X Board to
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enter into a definitive agreement with respect to such Oro X Superior Proposal; and

(ix) prior to or concurrent with entering into such definitive agreement Oro X terminates this Agreement pursuant to Section 13.1(d)(ii).
(b) During the MMTP Matching Period, or such longer period as Oro X may approve in writing for such purpose: (i) the Oro X Board shall review any offer made under Section 8.6(a)(vi) to amend the terms of this Agreement in good faith, in consultation with Oro X’s outside legal counsel and financial advisers, in order to determine whether such proposal would, upon acceptance, result in the Oro X Acquisition Proposal previously constituting an Oro X Superior Proposal ceasing to be an Oro X Superior Proposal; and (ii) if the Oro X Board determines that such Oro X Acquisition Proposal would cease to be an Oro X Superior Proposal as a result of such amendment, Oro X shall negotiate in good faith with MMTP to make such amendments to the terms of this Agreement as would enable MMTP to proceed with the transactions contemplated by this Agreement on such amended terms. If the Oro X Board determines that such Oro X Acquisition Proposal would cease to be an Oro X Superior Proposal, Oro X shall promptly so advise MMTP and the Parties shall amend this Agreement to reflect such offer made by MMTP, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.
(c) Each successive amendment or modification to any Oro X Acquisition Proposal in respect of Oro X shall constitute a new Oro X Acquisition Proposal for the purposes of this Section 8.6, and MMTP shall be afforded a new MMTP Matching Period from the later of the date on which MMTP received the new Oro X Superior Proposal Notice from Oro X and the date on which MMTP received a copy of the proposed definitive agreement for the new Oro X Superior Proposal from Oro X.

Breach by Subsidiaries and Representatives

8.7 Without limiting the generality of the foregoing, Oro X shall advise its Subsidiaries and their respective Representatives of the prohibitions set out in this Article 8, and any violation of the restrictions set forth in this Article 8 by Subsidiaries of Oro X or their respective Representatives is deemed to be a breach of this Article 8 by Oro X.

ARTICLE 9 ADDITIONAL COVENANTS OF MMTP REGARDING NON-SOLICITATION

Non-Solicitation

9.1 Except as expressly provided in this Article 9, MMTP shall not, directly or indirectly, through any Representative or otherwise, and shall not permit any such Person to:

(a) solicit, initiate, knowingly facilitate, encourage or promote (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records, or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that
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constitutes or may reasonably be expected to constitute or lead to, an MMTP Acquisition Proposal;

(b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Oro X or its Representatives) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an MMTP Acquisition Proposal, it being acknowledged and agreed that MMTP may communicate with any Person for purposes of advising such Person of the restrictions in this Agreement and advising such Person that their MMTP Acquisition Proposal does not constitute a MMTP Superior Proposal or is not reasonably expected to constitute or lead to a MMTP Superior Proposal;
(c) enter into or publicly propose to enter into any agreement, understanding or arrangement in respect of an MMTP Acquisition Proposal, other than a confidentiality and standstill agreement permitted by and in accordance with Section 8.5;
(d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any publicly announced or otherwise publicly disclosed MMTP Acquisition Proposal (it being understood that taking no position or a neutral position with respect to a publicly announced or otherwise publicly disclosed MMTP Acquisition Proposal for a period of no more than five Business Days following the announcement or disclosure of such MMTP Acquisition Proposal will not be considered to be in violation of this Section 9.1 provided the MMTP Board has rejected such MMTP Acquisition Proposal before the end of such five Business Day period).

9.2 MMTP shall, and shall cause its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any Person (other than Oro X or its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an MMTP Acquisition Proposal, and in connection with such termination shall no longer provide access to any data room or provide any new disclosure of information, or access to properties, facilities, books and records of MMTP or any of its Subsidiaries outside the Ordinary Course, and, as soon as reasonably practicable and in event within two Business Days of the date of this Agreement, request to the extent it is entitled to do so the return or destruction of all information provided to any such Person.

9.3 MMTP represents and warrants that, since December 31, 2018, neither MMTP nor any of its Subsidiaries has waived any confidentiality, standstill or similar agreement to which MMTP or any Subsidiary” is a party, and covenants and agrees that (a) MMTP shall take all necessary action to enforce each confidentiality, standstill or similar agreement to which MMTP or any of its Subsidiaries is a party, and (b) neither MMTP nor any of its Representatives will, without the prior written consent of Oro X (which may be withheld or delayed in Oro X’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting MMTP or any of its Subsidiaries under any confidentiality, standstill or similar agreement to which MMTP or any of its Subsidiaries is a party. For greater certainty, the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 9.3.

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Notification of MMTP Acquisition Proposals

9.4 If MMTP, its Subsidiaries, or any of their respective Representatives, receives, or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to a MMTP Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information that is made, or that may reasonably be perceived to be made, in connection with an MMTP Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of or MMTP or any of its Subsidiaries, MMTP shall immediately notify Oro X, at first orally, and then promptly and in any event within 48 hours in writing, of such MMTP Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the MMTP Acquisition Proposal, inquiry, proposal, offer or request, and shall provide Oro X with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person. MMTP shall keep Oro X informed on a current basis of the status of developments and (to the extent permitted by Section 9.5) negotiations with respect to such MMTP Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such MMTP Acquisition Proposal, inquiry, proposal, offer or request.

9.5 Responding to an MMTP Acquisition Proposal

(a) Notwithstanding Section 9.1, if at any time prior to Closing, MMTP receives a written MMTP Acquisition Proposal, MMTP may engage in or participate in discussions or negotiations with such Person regarding such MMTP Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of MMTP and its Subsidiaries if, and only if:
(i) the MMTP Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such MMTP Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a MMTP Superior Proposal (disregarding for such determination any due diligence or access condition);
(ii) such Person was not restricted from making such MMTP Acquisition Proposal pursuant to an existing standstill or similar restriction;
(iii) MMTP has been, and continues to be, in compliance with its obligations under this Article 9;
(iv) prior to providing any such copies, access, or disclosure, MMTP enters into a confidentiality and standstill agreement with such Person having terms that are not less onerous than those set out in the Confidentiality Agreement and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to Oro X; and
(v) MMTP promptly provides Oro X with, prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 9.5(a)(iv).
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(b) Nothing contained in this Agreement shall prevent the MMTP Board from:
(i) complying with Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Canadian Securities Laws relating to the provision of a directors’ circular in respect of an MMTP Acquisition Proposal; or
(ii) calling and/or holding a meeting of shareholders requisitioned by MMTP Shareholders in accordance with applicable Laws or taking any other action with respect to an MMTP Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with applicable Laws.

9.6 Oro X Right to Match

(a) If MMTP receives an Acquisition Proposal that constitutes a MMTP Superior Proposal, the MMTP Board may authorize MMTP to enter into a definitive agreement with respect to such MMTP Superior Proposal, if and only if:
(i) the Person making the MMTP Superior Proposal was not restricted from making such MMTP Superior Proposal pursuant to an existing standstill or similar restriction;
(ii) MMTP has been, and continues to be, in compliance with its obligations under Article 9;
(iii) MMTP has delivered to Oro X a written notice of the determination of the MMTP Board that such MMTP Acquisition Proposal constitutes a MMTP Superior Proposal and of the intention of the MMTP Board to enter into such definitive agreement with respect to such MMTP Superior Proposal, together with a written notice from the MMTP Board regarding the value and financial terms that the MMTP Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such MMTP Superior Proposal (the “ MMTP Superior Proposal Notice ”);
(iv) MMTP has provided Oro X a copy of the proposed definitive agreement for the MMTP Superior Proposal;
(v) at least seven Business Days (the “ Oro X Matching Period ”) have elapsed from the date that is the later of the date on which Oro X received the MMTP Superior Proposal Notice from MMTP and the date on which Oro X received a copy of the proposed definitive agreement for the MMTP Superior Proposal from MMTP;
(vi) during any Oro X Matching Period, Oro X has had the opportunity (but not the obligation), in accordance with Section 9.6(b), to offer to MMTP to amend this Agreement in order for such MMTP Acquisition Proposal to cease to be a MMTP Superior Proposal;
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(vii) if Oro X has offered to MMTP to amend this Agreement under Section 9.6(b), the MMTP Board has determined in good faith, after consultation with MMTP’s outside legal counsel and financial advisers, that such MMTP Acquisition Proposal continues to constitute a MMTP Superior Proposal compared to the terms of this Agreement as proposed to be amended by Oro X under Section 9.6(b);
(viii) the MMTP Board has determined in good faith, after consultation with MMTP’s outside legal counsel that it is appropriate for the MMTP Board to enter into a definitive agreement with respect to such MMTP Superior Proposal; and
(ix) prior to or concurrent with entering into such definitive agreement MMTP terminates this Agreement pursuant to Section 13.1(d)(ii).
(b) During the Oro X Matching Period, or such longer period as MMTP may approve in writing for such purpose: (i) the MMTP Board shall review any offer made under Section 8.6(a)(vi) to amend the terms of this Agreement in good faith, in consultation with MMTP’s outside legal counsel and financial advisers, in order to determine whether such proposal would, upon acceptance, result in the MMTP Acquisition Proposal previously constituting a MMTP Superior Proposal ceasing to be a MMTP Superior Proposal; and (ii) if the MMTP Board determines that such MMTP Acquisition Proposal cease to be a MMTP Superior Proposal as a result of such amendment, MMTP shall negotiate in good faith with Oro X to make such amendments to the terms of this Agreement as would enable Oro X to proceed with the transactions contemplated by this Agreement on such amended terms. If the MMTP Board determines that such MMTP Acquisition Proposal would cease to be a MMTP Superior Proposal, MMTP shall promptly so advise Oro X and the Parties shall amend this Agreement to reflect such offer made by Oro X, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.
(c) Each successive amendment or modification to any MMTP Acquisition Proposal in respect of MMTP shall constitute a new MMTP Acquisition Proposal for the purposes of this Section 9.6, and Oro X shall be afforded a new Oro X Matching Period from the later of the date on which Oro X received the new MMTP Superior Proposal Notice from MMTP and the date on which Oro X received a copy of the proposed definitive agreement for the new MMTP Superior Proposal from MMTP.

Breach by Subsidiaries and Representatives

9.7 Without limiting the generality of the foregoing, MMTP shall advise its Subsidiaries and their respective Representatives of the prohibitions set out in this Article 9, and any violation of the restrictions set forth in this Article 9 by Subsidiaries of MMTP or their respective Representatives is deemed to be a breach of this Article 9 by MMTP.

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ARTICLE 10 INDEMNIFICATION

Indemnification by Oro X

10.1 Subject to Section 10.3, Oro X hereby covenants and agrees with MMTP to indemnify and save harmless MMTP from and against any claims which may be made or brought against such Party or which it may suffer or incur as a result of, or arising out of any non-fulfillment of any covenant or agreement on the part of Oro X or Subco under this Agreement or any incorrectness in or breach of any representation or warranty of Oro X contained in this Agreement.

Indemnification by MMTP

10.2 Subject to Section 10.3, MMTP hereby covenants and agrees with Oro X to indemnify and save harmless Oro X from and against any claims which may be made or brought against it or which it may suffer or incur as a result of, or arising out of non-fulfillment of any covenant or agreement on the part of MMTP under this Agreement or any incorrectness in or breach of any representation or warranty of MMTP contained in this Agreement.

Limitation on Indemnification

10.3 The indemnification obligations of each of the Parties pursuant to Section 10.1 and Section 10.2 be subject to the following:

(a) the applicable limitation mentioned in Article 5 respecting the survival of the representations and warranties; and
(b) an Indemnifying Party shall not be required to indemnify an Indemnified Party until the aggregate claims sustained by that Indemnified Party exceeds a value of $25,000, in which case, the Indemnifying Party shall be obligated to the Indemnified Party for all claims.

Procedure for Indemnification

10.4 The Party or other indemnified Person making a claim for indemnification under this Article is referred to as the “ Indemnified Party ” and the Party providing indemnification is referred to as the “ Indemnifying Party ” for the purposes of this Article. The following provisions shall apply to any Claims for which an Indemnifying Party may be obligated to indemnify an Indemnified Party pursuant to this Agreement:

(a) upon receipt from a third party by the Indemnified Party of notice of a claim or the Indemnified Party becoming aware of a claim in respect of which the Indemnified Party proposes to demand indemnification from the Indemnifying Party, the Indemnified Party shall give notice to that effect to the Indemnifying Party with reasonable promptness, provided that failure to give such notice shall not relieve the Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby;
(b) in the case of Claims arising from third parties, the Indemnifying Party shall have the right by notice to the Indemnified Party not later than 30 days after receipt of the notice described in paragraph (a) above to assume the control of the defence,
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compromise or settlement of the claims, provided that such assumption shall, by its terms, be without costs to the Indemnified Party and the Indemnifying Party shall at the Indemnified Party’s request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defence, compromise or settlement;

(c) upon the assumption of control by the Indemnifying Party as aforesaid, the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the claims at its sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defence; provided always that the Indemnified Party shall be entitled to reasonable security from the Indemnifying Party for any expense, costs or other liabilities to which it may be or may become exposed by reason of such cooperation;
(d) the final determination of any such claims arising from third parties, including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such claims against the Indemnifying Party hereunder; and
(e) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in paragraph (b) above, the Indemnified Party shall be entitled to make such settlement of the claims as in its sole discretion may appear reasonably advisable, and such settlement or any other final determination of the claims shall be binding upon the Indemnifying Party.

ARTICLE 11 CONDITIONS PRECEDENT

Mutual Conditions Precedent

11.1 The Parties are not required to complete the Merger unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the mutual consent Oro X and MMTP:

(a) Financing. The Financing shall have been completed.
(b) TSXV Approval and Listing . The TSXV shall have (i) deemed the transaction to not be a reverse takeover for the purposes of the TSXV Policies; (ii) approved the listing of the Oro X Shares issuable pursuant to the Merger, and (iii) approved or accepted notice for filing of all of the transactions contemplated herein or necessary to complete the Transactions, subject only to the satisfaction of customary conditions required by the TSXV, and all conditions that are capable of being satisfied prior to the Closing Time shall have been satisfied or waived in connection therewith.
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(c) Shareholder Approval . Each of Oro X, if required, MMTP, and Subco shall have obtained any shareholder approval required in connection with this Agreement and each of the Transactions to which it is a party.
(d) Permits and Consents . All Regulatory Approvals and all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, in each case, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Oro X or MMTP or impede the completion of the Merger shall have been obtained or received.
(e) Change of Control. No change of control or similar payments shall be payable by Oro X or MMTP as a result of the completion of any of the Transactions that has not been waived by the Person entitled to receive such payment.
(f) Name Change. The notice of alteration effecting the Name Change shall have been filed.
(g) Illegality . No Law shall be in effect that makes the consummation of the Merger illegal or otherwise prohibits or enjoins any Party from consummating the Merger.
(h) No Action or Proceeding . No bona fide legal or regulatory action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit any of the Transactions, or the right of Oro X, MMTP, or any of their respective Subsidiaries to conduct their business as currently conducted or contemplated to be conducted.

Additional Conditions Precedent to the Obligations of MMTP

11.2 MMTP is not required to complete the Business Combination unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of MMTP and may be waived, in whole or in part, by MMTP in its sole discretion: (a) Representations and Warranties. The representations and warranties of Oro X set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Time as if made as at and as of such time, except for any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date, which shall be true and correct in all respects as of such date, and Oro X shall have delivered a certificate confirming the same, dated the Closing Date and addressed to MMTP and executed by two senior officers of Oro X (in each case without personal liability).
(b) Covenants . Oro X shall have fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Closing Time, and Oro X shall have delivered a certificate confirming the same, dated the Closing Date and addressed to MMTP and executed by two senior officers of Oro X (in each case without personal liability).
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(c) Proof of Corporate Action .
(i) MMTP shall have received from Oro X copies of the records of all corporate action taken to authorize the execution, delivery, and performance of this Agreement and each of the Transactions to which it is a party, certified by a duly authorized officer thereof to be true and complete as of the Closing Date.
(ii) MMTP shall have received from Subco copies of the records of all corporate action taken to authorize the Merger, certified by a duly authorized officer thereof to be true and complete as of the Closing Date.
(d) No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), any change, event, occurrence, effect or circumstance that, individually or in the aggregate with other changes, events, occurrences, effects or circumstances, has had or could reasonably be expected to have, a Material Adverse Effect on Oro X, and Oro X shall have delivered a certificate confirming the same, dated the Closing Date and addressed to MMTP and executed by two senior officers of Oro X (in each case without personal liability).
(e) Resignations .
(i) Oro X shall have received resignations from two directors of Oro X and Luis Zapata as Chief Executive Officer of Oro X in accordance with Sections 2.20 and 2.21, respectively, effective as of the Closing Date, and each resigning director and officer shall have delivered commercially reasonable releases to Oro X and MMTP, acting reasonably.
(ii) No change of control or similar payments shall be payable by Oro X or MMTP as a result of the completion of any of the Transactions that has not been waived by the Person entitled to receive such payment.
(f) Litigation . No litigation or arbitration shall have been commenced nor shall any demand letter have been received which in MMTP’s opinion, acting reasonably, could individually or in the aggregate result in claims against Oro X or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect on Oro X.
(g) Opinions . Oro X shall have delivered to MMTP opinions of legal counsel to Oro X (or its Subsidiaries, as applicable), addressed to MMTP and its legal counsel and dated as of the Closing Date and in form and substance reasonably satisfactory to MMTP, with respect to those matters as MMTP may reasonably request relating to Oro X, its Subsidiaries, and the Transactions, including:
(i) Oro X being a reporting issuer, not in default, under the securities Laws of British Columbia and Alberta;
(ii) existence, status, and corporate power and capacity of Oro X;
(iii) authorization of the Name Change and Merger by Oro X;
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(iv) due execution, delivery, and binding effect of this Agreement by Oro X, subject to customary limitations;
(v) authorized and outstanding share capital of Oro X;
(vi) absence of conflicts with the Constating Documents, director resolutions, and shareholder resolutions of Oro X, and applicable Laws,
(vii) issuance by the Oro X of the Oro X Shares;
(viii) the first trade in the Oro X Shares issued pursuant to the Merger and the Oro X Shares issued pursuant to the BC Amalgamation not being subject to the prospectus requirements under Canadian Securities Laws; and
(ix) title to the material properties of Oro X.
(h) Options. The Incentive Options shall have been issued.

Additional Conditions Precedent to the Obligations of Oro X and Subco

11.3 Oro X and Subco are not required to complete the Merger unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of Oro X and may be waived, in whole or in part, by Oro X in its sole discretion: (a) Representations and Warranties. The representations and warranties of MMTP forth in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time as if made as at and as of such time, except for any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date, which shall be true and correct in all respects as of such date, and MMTP shall have delivered a certificate confirming the same, dated the Closing Date and addressed to Oro X, and executed by two senior officers of MMTP (in each case without personal liability).
(b) Covenants . MMTP shall have fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied with by them on or prior to the Closing Time, and MMTP shall have delivered a certificate confirming the same, dated the Closing Date and addressed to Oro X, and executed by two senior officers of MMTP (in each case without personal liability).
(c) Proof of Corporate Action . Oro X shall have received from MMTP a copy of the records of all corporate action taken to authorize the execution, delivery, and performance of this Agreement, certified by a duly authorized officer thereof to be true and complete as of the Closing Date.
(d) No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), any change, event, occurrence, effect or circumstance that, individually or in the aggregate with other changes, events, occurrences, effects or circumstances, has had or could reasonably be expected to have, a Material Adverse Effect on MMTP, and MMTP shall have delivered a certificate confirming
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the same, dated the Closing Date and addressed to Oro X, and executed by two senior officers of MMTP (in each case without personal liability).

(e) Litigation . No litigation or arbitration shall have been commenced nor shall any demand letter have been received which in Oro X’s opinion, acting reasonably, could individually or in the aggregate result in claims against MMTP or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect on MMTP.
(f) Opinions . MMTP shall have delivered to Oro X opinions of legal counsel to MMTP (or its Subsidiaries, as applicable), addressed to Oro X their its legal counsel and dated as of the Closing Date and in form and substance reasonably satisfactory to Oro X, with respect to those matters as Oro X may reasonably request relating to MMTP, its Subsidiaries, and the Transactions, including:
(i) existence, status, and corporate power and capacity of MMTP and its Subsidiaries;
(ii) due execution, delivery, and binding effect of this Agreement and each other transaction document, subject to customary limitations;
(iii) authorized and outstanding share capital of MMTP and each Subsidiary of MMTP;
(iv) absence of conflicts with the Constating Documents, director resolutions, and shareholder resolutions of MMTP, and applicable Laws; and
(v) title to the material properties of MMTP.

ARTICLE 12 CLOSING

Time of Closing

12.1 The Closing of the transactions contemplated herein shall be completed at the offices of Gowling WLG (Canada) LLP, Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, Canada, at 2:00 p.m. (Toronto time) (the “ Closing Time ”) on the Closing Date.

ARTICLE 13 TERMINATION

Termination Rights

13.1 This Agreement may, by notice in writing given prior to or on the Closing Date, be terminated:

(a) by mutual written agreement of Oro X and MMTP;
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(b) by either Oro X or MMTP if:

(i) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Business Combination illegal or otherwise permanently prohibits or enjoins any Party from consummating the Business Combination, and such Law has, if applicable, become final and non-appealable;
(ii) the Closing has not occurred by the Outside Date, provided that a Party may not terminate this agreement pursuant to this Section 13.1(b)(ii) if the failure of the Closing to so occur has been caused by or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

(c) by MMTP if:

(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Oro X under this Agreement occurs that would cause any condition in Section 11.2(a) or Section 11.2(b) not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date; provided that MMTP is not then in breach of this Agreement so as to cause any condition in Section 11.2 not to be satisfied;
(ii) the MMTP Board authorizes MMTP to accept, approve or recommend or enter into a definitive written agreement with respect to, a MMTP Superior Proposal (other than a confidentiality agreement permitted by and in accordance with Section 9.5), provided that MMTP is then in compliance with Article 9 and that MMTP pays the Termination Fee in accordance with Section 13.4;
(iii) Oro X breaches Article 8 in any material respect;
(iv) any event occurs as a result of which the condition set forth in Section 11.2(d) is not capable of being satisfied by the Outside Date; or
(v) any other condition set forth in Section 11.2 is not satisfied, and such condition is incapable of being satisfied at the Closing;
(d) by Oro X if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of MMTP under this Agreement occurs that would cause any condition in Section 11.3(a) or Section 11.3(b) not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date; provided that Oro X is not then in breach of this Agreement so as to cause any condition in Section 11.3 not to be satisfied;
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(ii) the Oro X Board authorizes Oro X to accept, approve or recommend or enter into a definitive written agreement with respect to, a Superior Proposal (other than a confidentiality agreement permitted by and in accordance with Section 8.5), provided that Oro X is then in compliance with Article 8 and that Oro X pays the Termination Fee in accordance with Section 13.4;
(iii) MMTP breaches Article 9 in any material respect;
(iv) any event occurs as a result of which the condition set forth in Section 11.3(d) is not capable of being satisfied by the Outside Date; or
(v) any other condition set forth in Section 11.3 is not satisfied, and such condition is incapable of being satisfied at the Closing.

Effect of Termination/Survival

13.2 Upon termination, this Agreement shall become void and of no further force or effect without liability of any Party (or any Representative of such Party), except pursuant to Article 10, Article 14, and Section 13.4, as applicable.

13.3 Article 10, Article 14, Article 15, and Sections 13.4, and 13.2 through 13.4 inclusively, and the provisions of the Confidentiality Agreement shall survive in accordance with their terms, and provided further that no Party shall be relieved of any liability for any willful breach by it of this Agreement occurring prior to such termination. For purposes of this Section 13.3, “willful breach” means a breach that is a consequence of an act undertaken by the breaching party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement.

Termination Fee

13.4 Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, Oro X or MMTP, as applicable, shall pay the Termination Fee to the other party in accordance with this Section 13.4.

(a) For the purposes of this Agreement, “ Termination Fee ” means an amount equal to $2,500,000 , and “ Termination Fee Event ” means the termination of this Agreement:
(i) by MMTP pursuant to Section 13.1(c)(ii), or by Oro X pursuant to Section 13.1(d)(iii) (each, an “ Oro X Termination Fee Event ”); or
(ii) by Oro X, pursuant to Section 13.1(d)(ii), or MMTP pursuant to Section 13.1(c)(iii) (each, a “ MMTP Termination Fee Event ”);
(b) A Termination Fee payable as a result of Section 13.4(a)(i) shall be paid by wire transfer of immediately available funds by MMTP to Oro X within 60 days of the occurrence of such Oro X Termination Fee Event.
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(c) A Termination Fee payable as a result of Section 13.4(a)(ii) shall be paid by wire transfer of immediately available funds by Oro X to MMTP within 60 days of the occurrence of such MMTP Termination Fee Event.
(d) The Parties acknowledge that the agreements contained in this Section 13.4 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the parties would not enter into this Agreement, and that the amounts set out in this Section 13.4 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the applicable party would suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. The parties irrevocably waive any right it may have to raise as a defence that any such liquidated damages are excessive or punitive.
(e) Each Party agrees that the payment of the Termination Fee pursuant to this Section 13.4 is the sole monetary remedy as a result of the occurrence of any of the events referred to in this Section 13.4. Subject to the immediately preceding sentence, nothing in this Agreement shall preclude a Party from seeking and being awarded damages in respect of losses incurred or suffered by such Party as a result of any breach of this Agreement by the other Party, seeking and obtaining injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or the Confidentiality Agreement or otherwise, or seeking and being awarded specific performance of any of such covenants or agreements, without the necessity of posting a bond or security in connection therewith.

ARTICLE 14 EXPENSES

Fees and Expenses

14.1 Except as expressly provided in this Agreement, each Party shall be responsible for the payment of its own professional fees (including but not limited to legal and accounting fees) and other expenses incurred by it in connection with the Transactions.

ARTICLE 15 GENERAL

Public Announcement; Confidentiality

15.1 Immediately after the execution of this Agreement, MMTP and Oro X shall issue a joint public announcement, announcing the entering into of this Agreement, which announcement shall address all matters required by the policies of the TSXV and applicable Laws and shall be in form and substance acceptable to each of them, acting reasonably. No Party shall issue any news release or public statements inconsistent with such public announcement.

15.2 MMTP and Oro X shall consult with each other in issuing any press release or otherwise making any public announcement or statement concerning the Transactions. Neither MMTP nor Oro X shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the Transactions without the consent of the other, which consent

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shall not be unreasonably withheld or delayed, provided that any Party that is required to make disclosure or filing by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.

Entire Agreement

15.3 This Agreement, together with the Confidentiality Agreement, the Letter of Intent (to the extent that there are binding provisions therein), and the BC Amalgamation Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, letters of intent, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. To the extent of any inconsistency between this Agreement and the Letter of Intent, this Agreement will govern. None of the Parties hereto shall be bound or charged with any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings not specifically set forth in this Agreement or in the schedules, documents and instruments to be delivered on the Closing Date pursuant to this Agreement. The Parties hereto further acknowledge and agree that, in entering into this Agreement and in delivering the schedules, documents and instruments to be delivered on the Closing Date, they have not in any way relied, and will not in any way rely, upon any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings, express or implied, not specifically set forth in this Agreement, the Confidentiality Agreement, the Letter of Intent (to the extent that there are binding provisions therein), the BC Amalgamation Agreement, or in such schedules, documents or instruments.

Further Assurances

15.4 Each of the Parties hereto will from time to time after the Closing Date at the other’s request and expense and without further consideration, execute and deliver such other instruments of transfer, conveyance and assignment and take such further action as the other may reasonably require to give effect to any matter provided for herein.

Severability

15.5 In the event that any provision or part of this Agreement is determined by any court or other judicial or administrative body to be illegal, null, void, invalid or unenforceable, that provision shall be severed to the extent that it is so declared and the other provisions of this Agreement shall continue in full force and effect.

Applicable Law

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

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Governing Language

15.7 This Agreement is drawn up in the English language. This Agreement may be translated into any language other than English provided however that the English text shall in any event prevail.

Attornment

15.8 The Parties hereby irrevocably and unconditionally consent to and submit to the non-exclusive jurisdiction of the courts of the Province of British Columbia for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of British Columbia and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such applicable courts, as the case may be, that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

Successors and Assigns

15.9 This Agreement be binding upon and enure to the benefit of each of the Parties hereto and their respective successors and permitted assigns (and, where applicable, their respective heirs, executors, and administrators).

15.10 Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Parties.

Time of Essence

15.11 Time shall be of the essence of this Agreement.

Notices

15.12 Notices.
(a) Any notice required or permitted to be given hereunder shall be in writing and shall be effectively given if delivered personally, sent prepaid courier service or mail, or sent by electronic communication addressed as follows:
- (i) in the case of notice to Oro X or Subco:

ORO X MINING CORP. 1430 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6 Canada

Attention: Luis Zapata Telephone: __ Email: ___

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

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McMillan LLP 1500 – 1055 West Georgia Street Vancouver, British Columbia V6E 4N7 Canada

Attention: Mark Neighbor Telephone: (604) 691-7439 Email: [email protected]

(ii)

in the case of notice to MMTP:

Mines and Metals Trading (Peru) PLC La Paz Avenue 1121, Miraflores Lima, Peru

Attention: José María García Jimenez, Chairman / Sebastian Wahl, Director Telephone: +__ Facsimile: __ Email: _______

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

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

Attention: Ian Mitchell, Partner Telephone: (416) 862 3546 Facsimile: (416) 862-7661 Email: [email protected]

(b) Any notice, designation, communication, request, demand or other document given or sent or delivered as aforesaid shall be deemed to have been given and received:
(i) if delivered personally or by courier, on the date of delivery by hand or courier if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day;
(ii) if sent by mail, on the fourth Business Day following the date of mailing, unless at any time between the date of mailing and the fourth Business Day thereafter there is a discontinuance or interruption of regular postal service, whether due to strike or lockout or work slowdown, affecting postal service at the point of dispatch or delivery or any intermediate point, in which case the same shall be deemed to have been given, sent, delivered and received in the ordinary course of the mail, allowing for such discontinuance or interruption of regular postal service; and
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(iii) if sent by email, on the date of transmission if it is a Business Day and transmission was made prior to 5:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day.
(c) Sending a copy of a notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice to that Party. The failure to send a copy of a notice to legal counsel does not invalidate delivery of that notice to a Party.

Waiver

15.13 No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Amendments

15.14 No amendment, modification or supplement to this Agreement shall be effective unless provided in writing and signed by all the Parties hereto and approved by all necessary governmental regulatory authorities.

Remedies Cumulative

15.15 The rights and remedies of the Parties under this Agreement are cumulative and in addition to and not in substitution for any rights or remedies provided by law. Any single or partial exercise by any Party hereto of any right or remedy for default or breach of any term, covenant or condition of this Agreement does not waive, alter, affect or prejudice any other right or remedy to which such Party may be lawfully entitled for the same default or breach.

Counterparts

15.16 This Agreement may be executed in several counterparts (by original or facsimile signature), each of which when so executed shall be deemed to be an original and each of such counterparts, if executed by each of the Parties, shall constitute a valid and enforceable agreement among the Parties.

[Remainder of this page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF this Agreement has been executed by the Parties hereto as of the date first above written.

ORO X MINING CORP.

By: /s/ Matt Roma

Name: Matt Roma Title: Chief Financial Officer

MINES AND METALS TRADING (PERU) PLC

By: /s/ Jose Maria Garcia Jiménez Name: Jose Maria Garcia Jiménez Title: Chief Executive Officer

Schedule “ A ” BC AMALGAMATION AGREEMENT

THIS AGREEMENT is dated as of the [  ] day of [  ] , 2021,

BY AND AMONG:

[  ] B.C. LTD. , a company existing under the laws of the Province of British Columbia

(hereinafter referred to as “ Finco ”)

and -

[  ] B.C. LTD , a company existing under the laws of the Province of British Columbia

(hereinafter referred to as “ Acquireco ”)

and -

ORO X MINING CORP. , a company existing under the laws of the Province of British Columbia

(hereinafter referred to as “ Oro X ”)

WHEREAS Finco and Acquireco wish to amalgamate pursuant to the Act and to continue as one company to be known as “ [  ] ” in accordance with the terms and conditions hereof;

AND WHEREAS Acquireco is a wholly-owned subsidiary of Oro X and has not carried on any active business;

AND WHEREAS Finco is a wholly-owned subsidiary of Mines and Metals Trading (Peru) PLC (“ MMTP ”) and has not carried on any active business;

AND WHEREAS Oro X and MMTP are party to the Business Combination Agreement which contemplates the Amalgamation (herein defined);

AND WHEREAS the parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters relating to the proposed amalgamation;

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

1. Definitions . In this Agreement (including the recitals hereto):

(a) “ Acquireco Shares ” means the common shares in the authorized structure of Acquireco;

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(b) “ Act ” means the Business Corporations Act (British Columbia) as from time to time amended or re-enacted;
(c) “ Agreement ” means this amalgamation agreement;
(d) “ Amalco ” means the company which will continue upon the amalgamation of the Amalgamating Parties pursuant to the Amalgamation;
(e) “ Amalco Shares ” means the common shares in the authorized structure of Amalco;
(f) “ Amalgamating Parties ” means, collectively, Finco and Acquireco;
(g) “ Amalgamation ” means the amalgamation of the Amalgamating Parties under the Act on the terms and conditions set forth in this Agreement;
(h) “ Amalgamation Application ” means the amalgamation application in respect of the Amalgamation required by section 275(1)(a) of the Act to be filed with the Registrar as agreed to by the Amalgamating Parties;
(i) “ Articles ” means the articles of Amalco in the form agreed by the Parties, acting reasonably;
(j) “ Business Combination Agreement ” means the business combination agreement dated February 9, 2021 among Oro X and MMTP governing the terms and conditions of the Merger and the Amalgamation, as amended from time to time;
(k) “ Certificate of Amalgamation ” means the certificate of amalgamation to be issued by the Registrar;
(l) “ Effective Time ” means time and date on which the Amalgamation is completed, as evidenced by the issuance of the Certificate of Amalgamation giving effect to the Amalgamation;
(m) “ Exchange Ratio ” means a one-to-one basis, wherein each one (1) Finco Share shall be exchanged for one (1) fully paid and non-assessable Oro X Share;
(n) “ Finco Shareholders ” means the holders of Finco Shares prior to the filing of the Amalgamation Application;
(o) “ Finco Shares ” means common shares in the authorized structure of Finco;
(p) “ Merger ” has the meaning ascribed thereto in the Business Combination Agreement;
(q) “ Notice of Articles ” means the notice of articles to be issued by the Registrar in respect of Amalco in the form contained in the Amalgamation Application;
(r) “ Oro X Shares ” means the common shares in the authorized structure of Oro X; and

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(s) “ Registrar ” means the Registrar of Companies appointed under the Act.

2. Amalgamation . Upon the conditions set out in this Agreement being satisfied or waived in accordance with the provisions of this Agreement and the Business Combination Agreement, including the adoption and approval by the shareholders of the Amalgamating Parties of this Agreement, the Amalgamating Parties hereby agree to:

(a) amalgamate and continue as one company under the provisions of the Act upon the terms and conditions hereinafter set out; and
(b) execute and file with the Registrar the Amalgamation Application.

3. Certain Phrases, etc. In this Agreement (i) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”, and (ii) the phrase “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”. In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

4. Effect of the Amalgamation . At the Effective Time, subject to the Act:

(a) the amalgamation of the Amalgamating Parties and their continuation as one company, Amalco, under the terms and conditions prescribed in this Agreement shall be effective and irrevocable;
(b) the property, rights and interests of each of the Amalgamating Parties shall continue to be the property, rights and interests of Amalco;
(c) Amalco shall become capable immediately of exercising the functions of an incorporated company;
(d) the shareholders of Amalco have the powers and the liability provided in the Act;
(e) each shareholder of the Amalgamating Parties is bound by this Agreement;
(f)
Amalco will be a wholly-owned subsidiary of Oro X;
(g) Amalco shall continue to be liable for the liabilities and obligations of each of the Amalgamating Parties;
(h) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Parties shall be unaffected;
(i) any legal proceeding being prosecuted or pending by or against any of the Amalgamating Parties may be continued to be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco; and
(j) any conviction against, or ruling, order or judgment in favour of or against, any of the Amalgamating Parties may be enforced by or against Amalco.

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5. Name . The name of Amalco shall be “ [  ] ”.

6. Registered Office . The mailing and delivery address of the registered office of Amalco shall be located at [  ] .

7. Records Office. The mailing and delivery address of the records office of Amalco shall be located at [  ] .

8. Authorized Share Structure . The authorized share structure of Amalco shall consist of an unlimited number of common shares without par value or any special rights or restrictions.

9. Restrictions on Business . There shall be no restrictions on the business which Amalco is authorized to carry on.

10. Number of Directors . The number of directors of Amalco, until changed in accordance with the Articles, will be one (1).

11. Articles and Notice of Articles . The Notice of Articles shall be in the form of the notice of articles forming part of the Amalgamation Application and the Articles of Amalco shall be in the a form to be agreed by the Parties, acting reasonably, or amended in the normal manner provided for in the Act.

12. Directors . The director of Amalco shall be the person whose name and address is set out below, who shall hold office until the first annual meeting of shareholders of Amalco or until his successor is duly elected or appointed:

==> picture [403 x 52] intentionally omitted <==

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

Name Prescribed Address (mailing and delivery)
[  ] [  ]
----- End of picture text -----

13. Treatment of Issued Shares. The following will occur and will be deemed to occur in the order set out below at the Effective Time without any further authorization, act, or formality:

(a) each issued and outstanding Finco Share shall be exchanged by the holder thereof for fully paid and non-assessable Oro X Shares (the “ Replacement Shares ”) on the basis of the Exchange Ratio, entries will be made in the central securities register of Finco to reflect the transfer of each such Finco Share to Oro X, and entries will be made in the central securities register of Oro X to reflect the issuance of such Oro X Shares;
(b) each issued and outstanding Finco Share held by Oro X as a result of the exchange of Finco Shares for Oro X Shares pursuant to Section 13(a) of this Agreement will be immediately exchanged for one (1) fully paid and non-assessable Amalco Share; and
(c) each issued and outstanding Acquireco Share held by Oro X will be exchanged for one (1) fully paid and non-assessable Amalco Share; and

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(d) Oro X shall be issued one Amalco Share for each Oro X Share issued as consideration for the Replacement Shares.

14. No Fractional Shares or Securities upon Conversion. Notwithstanding Section 13 of this Agreement, no Finco Shareholder shall be entitled to, and Oro X will not issue, fractions of Oro X Shares and no cash amount will be payable by Oro X in lieu thereof. To the extent any Finco Shareholder is entitled to receive a fractional Oro X Share such fraction shall be rounded up to the closest whole number of the applicable security.

15. Share Certificates. As a result of the exchange of shares pursuant to Section 13 of this Agreement, at the Effective Time:

(a) the former registered holders of Finco Shares shall be deemed to be the registered holders of the respective Replacement Shares to which they are entitled pursuant to Section 13(a) hereof;
(b) Oro X shall be deemed to be the registered holder of the Amalco Shares to which it is entitled pursuant to Section 13(b) and 13(c) of this Agreement and, upon surrender to Amalco of the certificates representing the Acquireco Shares which it previously held, Oro X shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled as set forth in Section 13 hereof; and
(c) share certificates evidencing Finco Shares shall cease to represent any claim upon or interest in Finco other than the right of the holder to receive, pursuant to the terms hereof and the Amalgamation, the applicable Replacement Shares in accordance with Section 13 hereof.

16. Lost Certificates. In the event any certificate which subsequent to the Effective Time represented one or more outstanding Finco Shares that were exchanged pursuant to Section 13 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Finco Share claiming such certificate to be lost, stolen or destroyed, Oro X will issue in exchange for such lost, stolen or destroyed certificate, one or more certificates representing the Replacement Shares, which such holder was entitled to receive pursuant to the Amalgamation. The holder to whom certificates representing Replacement Shares are to be issued shall, as a condition precedent to the issuance thereof, give a bond satisfactory to Oro X in such sum as Oro X may direct or otherwise indemnify Oro X in a manner satisfactory to Oro X against any claim that may be made against Oro X with respect to the certificate alleged to have been lost, stolen or destroyed.

17. Amalco Shares and Shareholders. Upon the Amalgamation becoming effective, the exchange of shares under Section 13 will result in [  ] Amalco Shares being issued and outstanding as fully paid and non-assessable common shares in Amalco, all of which will be held by Oro X.

18. Amalco Capital. Pursuant to section 73 of the Act, at the Effective Time, the capital of Amalco in relation to the Amalco Shares that are issued pursuant to Section 13 of this Agreement will be the total of (i) the capital, determined immediately before the Effective Time, of all the issued and outstanding Finco Shares which are exchanged for Amalco Shares pursuant to Section 13(b), and (ii) the capital, determined immediately before the

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Effective Time, of the issued and outstanding Acquireco Shares which are exchanged for Amalco Shares pursuant to Section 13(c).

19. Oro X Capital. Pursuant to section 73 of the Act, at the Effective Time, the capital of Oro X in relation to the Oro X Shares that are issued pursuant to Section 13 of this Agreement will be the total capital, determined immediately prior to the Effective Time, of all issued and outstanding Finco Shares which are exchanged for Oro X Shares pursuant to Section 13(a).

20. Filings with the Registrar. The Amalgamating Parties will, on or prior to the Effective Time, cause the Amalgamation Application and any other documents that may be required to give effect to the Amalgamation to be filed with the Registrar.

21. Covenants of Finco. Finco covenants and agrees with Acquireco and Oro X that it will:

(a) use commercially reasonable efforts to obtain the approval of the holders of Finco Shares authorizing the Amalgamation, this Agreement and the transactions contemplated hereby in accordance with the Act;
(b) use reasonable efforts to cause each of the conditions precedent set forth in Sections 28 and 29 hereof to be complied with; and
(c) subject to the approval of the shareholders of Finco and Acquireco being obtained for the completion of the Amalgamation and subject to all applicable regulatory approvals being obtained, thereafter jointly file with Acquireco the Amalgamation Application with the Registrar and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.

22. Covenants of Oro X. Oro X covenants and agrees with Finco that it will:

(a) sign a resolution as sole shareholder of Acquireco in favour of the approval of the Amalgamation, this Agreement and the transactions contemplated hereby in accordance with the Act;
(b) use commercially reasonable efforts to cause each of the conditions precedent set forth in Sections 28 and 30 hereof to be complied with; and
(c) subject to the approval of the sole shareholder of Finco being obtained for the completion of the Amalgamation, and the obtaining of all applicable regulatory approvals and the issuance of the Certificate of Amalgamation, issue that number of Replacement Shares as required by Section 13 hereof.

23. Covenants of Acquireco . Acquireco covenants and agrees with Oro X and Finco that it will not from the date of execution hereof to the Effective Time, except with the prior written consent of Oro X and Finco, conduct any business which would prevent Acquireco or Amalco from performing any of their respective obligations hereunder.

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24. Further Covenants of Acquireco. Acquireco further covenants and agrees with Finco that it will:

(a) use its best efforts to cause each of the conditions precedent set forth in Section 28 hereof to be complied with; and
(b) subject to the approval of the sole shareholder of Finco and the sole shareholder of Acquireco being obtained and subject to the obtaining of all applicable regulatory approvals, thereafter jointly file with Finco the Amalgamation Application with the Registrar and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.

25. Representation and Warranty of Oro X. Oro X hereby represents and warrants to and in favour of Finco and Acquireco and acknowledges that Finco and Acquireco are relying upon such representation and warranty, that Oro X is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Oro X in accordance with its terms.

26. Representation and Warranty of Finco. Finco hereby represents and warrants to and in favour of Oro X and Acquireco, and acknowledges that Oro X and Acquireco are relying upon such representation and warranty, that Finco is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Finco in accordance with its terms.

27. Representation and Warranty of Acquireco . Acquireco hereby represents and warrants to and in favour of Finco and Oro X, and acknowledges that Finco and Oro X are relying upon such representations and warranty, that Acquireco is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Acquireco in accordance with its terms.

28. General Conditions Precedent . The respective obligations of the parties hereto to consummate the transactions contemplated hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Effective Time, of the following conditions, any of which may be waived by the consent of each of the parties without prejudice to their rights to rely on any other or others of such conditions:

(a) this Agreement and the transactions contemplated hereby, including, in particular, the Amalgamation, shall be approved by the sole shareholder of Acquireco and by the sole shareholder of Finco in accordance with the Act;
(b) all the conditions required to complete the Amalgamation set out herein and in the Business Combination Agreement, including but not limited to the completion of the Merger, being met or waived; and
(c) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Amalgamation.

29. Conditions to Obligations of Oro X and Acquireco . The obligations of Oro X and Acquireco to consummate the transactions contemplated hereby and in particular the obligation of Oro X to issue the Replacement Shares and the obligation of Acquireco to

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complete the Amalgamation, as the case may be, are subject to the satisfaction, on or before the Effective Time, of the conditions for the benefit of Oro X set forth in the Business Combination Agreement governing the terms and conditions of the Merger and of the following conditions:

(a) the acts of Finco to be performed on or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed by it and there shall have been no material adverse change in the financial condition or business of Finco, taken as a whole, from and after the date hereof; and
(b) Oro X and Acquireco shall have received a certificate from a senior officer of Finco confirming that the conditions set forth in Section 29(a) hereof have been satisfied.

The conditions described above are for the exclusive benefit of Oro X and Acquireco and may be asserted by Oro X and Acquireco regardless of the circumstances or may be waived by Oro X and Acquireco in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Oro X and Acquireco may have.

30. Conditions to Obligations of Finco . The obligations of Finco to consummate the transactions contemplated hereby and in particular the Amalgamation are subject to the satisfaction, on or before the Effective Time, of the conditions for the benefit of Oro X set forth in the Business Combination Agreement governing the terms and conditions of the Merger and of the following conditions:

(a) each of the acts of Oro X and Acquireco to be performed on or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed by them and there shall have been no material adverse change in the financial condition or business of Oro X or Acquireco, taken as a whole, from and after the date hereof; and
(b) Finco shall have received a certificate from a senior officer of Oro X and Acquireco confirming that the conditions set forth in Section 30(a) hereof have been satisfied.

The conditions described above are for the exclusive benefit of Finco and may be asserted by Finco regardless of the circumstances or may be waived by Finco in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Finco may have.

31. Amendment and Waiver . This Agreement may at any time and from time to time be amended by written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of their respective shareholders and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the parties hereto;
(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

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(c) waive compliance with or modify any of the covenants contained herein and waive or modify performance of any of the obligations of the parties hereto; or
(d) waive compliance with or modify any other conditions precedent contained herein;

provided that no such amendment shall change the provisions hereof regarding the consideration to be received by Finco Shareholders in exchange for their Finco Shares without approval by the Finco Shareholders given in the same manner as required for the approval of the Amalgamation.

32. Termination . This Agreement may, prior to the issuance of the Certificate of Amalgamation, be terminated by mutual agreement of the respective boards of directors of the parties hereto, without further action on the part of the shareholders of Finco or Acquireco. This Agreement shall also terminate without further notice or agreement if:

(a) the Amalgamation is not approved by the sole shareholder of Finco in accordance with the Act; or
(b) the Business Combination Agreement is terminated.

33. Binding Effect . This Agreement shall be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

34. Assignment . No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of each of the other parties.

35. Further Assurances . The parties hereto agree to execute and deliver such further instruments and to do such further reasonable acts and things as may be necessary or appropriate to carry out the intent of this Agreement.

36. Notice . Any notice which a party may desire to give or serve upon another party shall be in writing and may be delivered, mailed by prepaid registered mail, return receipt requested or sent by telecopy transmission.

37. Time of Essence . Time shall be of the essence of this Agreement.

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

39. Counterparts. This Agreement may be executed and delivered by the parties in one or more counterparts, each of which will be an original, and those counterparts will together constitute one and the same instrument.

40. Electronic Delivery. Delivery of this Agreement by facsimile, e-mail or other functionally equivalent electronic means of transmission constitutes valid and effective delivery.

[signature page follows]

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IN WITNESS WHEREOF , this Agreement has been duly executed by the parties hereto as of the date first above written.

ORO X MINING CORP.

Per:

Name: [  ] Title: [  ]

[  ] B.C. LTD.

Per:

Name: [  ] Title: [  ]

[  ] B.C. LTD.

Per:

Name: [  ] Title: [  ]

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Schedule “ B ” REPRESENTATIONS AND WARRANTIES OF ORO X

Oro X hereby represents and warrants to and in favour of MMTP as follows, and acknowledges that MMTP is relying upon such representations and warranties in connection with the entering into of this Agreement, despite any investigation made by or on behalf of MMTP:

(a) Organization and Qualification . Oro X and each of its Subsidiaries is a corporation duly incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or other power, authority and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. Oro X and each of its Subsidiaries:
(i) has all Permits necessary to conduct its business substantially as now conducted, except for (i) the Coriorcco Project environmental Permits which are in process to be obtained and (ii) where the failure to hold such Permits would not individually or in the aggregate have a Material Adverse Effect; and
(ii) is duly registered or otherwise authorized and qualified to do business and each is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified will not individually or in the aggregate have a Material Adverse Effect.
(b) Authority Relative to this Agreement .
(i) Oro X has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder.
(ii) The execution and delivery of this Agreement by Oro X and the performance by Oro X of its obligations under this Agreement have been duly authorized by the Oro X Board and no other corporate proceedings on its part are necessary to authorize this Agreement.
(iii) This Agreement has been duly executed and delivered by Oro X and constitutes a legal, valid and binding obligation of Oro X, enforceable against Oro X in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other applicable Laws relating to or affecting rights of creditors generally and subject to the qualification that equitable remedies, including specific performance, are discretionary.
(c) No Violation . The authorization, execution and delivery of this Agreement by Oro X, the completion of the transactions contemplated by this Agreement, and the performance by Oro X of its obligations hereunder in accordance with its terms, will not:

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(i) violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach of any provision of, or require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or cause any indebtedness to come due before its stated maturity, or cause any credit commitment to cease to be available, or cause any payment or other obligation to be imposed on Oro X or any of its Subsidiaries, under any of the terms, conditions or provisions of:
- (A) their respective Constating Documents; or
- (B) any Permit or Material Contract to which Oro X or any of its Subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Oro X or any of its Subsidiaries is bound; or
(ii) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to Oro X or any of its Subsidiaries or any of their respective properties or assets;
(iii) cause the suspension or revocation of any Permit currently in effect held by Oro X or any of its Subsidiaries;
(iv) give rise to any rights of first refusal or trigger any change in control provisions under any note, bond, mortgage, indenture, contract, license, franchise or Permit to which Oro X is a party; or
(v) result in the imposition of any Liens upon any assets of Oro X or the assets of any of its Subsidiaries.
(d) Capitalization .
(i) The authorized share structure of Oro X consists of an unlimited number of Oro X Shares without par value, of which there are 42,969,029 common shares duly and validly issued and outstanding as fully paid and non-assessable, and an unlimited number of preferred shares without par value, of which no preferred shares have been issued.
(ii) Except for the (i) Oro X Options granted under Oro X’s stock option plan for the right to acquire 2,525,000 Oro X Shares, (ii) 1,750,000 Oro X RSUs, (iii) Oro X Warrants which provide the holder the rights to acquire in aggregate 4,117,100 Oro X Shares; and (iv) Titan Investor Rights Agreement and the Option Acquisition Agreement there are no options, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by Oro X of any securities of Oro X (including Oro X Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire,

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any securities of Oro X (including Oro X Shares) or of any Subsidiary of Oro X.

(iii) Other than the Oro X Shares, the Oro X Warrants,the Oro X Options and the ORO X RSUs, there are no:
- (A) securities of Oro X outstanding;
- (B) agreements, options, warrants, or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any Oro X Shares or securities convertible into or exchangeable or exercisable for any such shares, in each case granted, extended or entered into by Oro X; or
- (C) securities (including bonds, debentures or other evidences of indebtedness) of Oro X or of any of its Subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the Oro X Shareholders on any matter.
(iv) Section 3.1(d)(iv) of the Oro X Disclosure Letter sets forth an accurate and complete list of all Oro X Options, including the respective holders, grant dates, number of Oro X Options, vesting dates, where applicable, and exercise prices.
(v) Section 3.1(d)(v) of the Oro X Disclosure Letter sets forth an accurate and complete list of all Oro X RSUs, including the respective holders, grant date, number of Oro X RSUs and vesting dates.
(vi) All securities of Oro X (including the Oro X Shares, the Oro X Warrants, the Oro X RSUs and the Oro X Options) have been issued in compliance with all applicable Laws and Oro X’s Constating Documents.
(vii) There are no outstanding contractual or other obligations of Oro X or any Subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any of its outstanding securities.
(e) Securities Issuable in Connection with Acquisition . The Oro X Shares to be issued pursuant to the Merger: (i) will, when issued and delivered, be duly and validly issued by Oro X on the date of issue as fully paid and non-assessable shares; (ii) will not be issued in violation of the terms of any agreement or other understanding binding upon Oro X; (iii) will be issued in compliance with the Constating Documents of Oro X and all applicable Laws; and (iv) shall not be subject to any restrictions on transfer imposed by applicable Canadian Securities Laws (except those imposed pursuant to escrow restrictions of the TSXV and those applicable to control persons);
(f) Reporting Status and Securities Laws Matters . Oro X is a “reporting issuer” under the securities laws of the provinces of British Columbia and Alberta, and Oro X’s name does not appear on a list of defaulting reporting issuers maintained by the

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respective Securities Authorities in such provinces. No delisting, suspension of trading in or cease trading order with respect to any securities of Oro X and, to the knowledge of Oro X, no inquiry or investigation (formal or informal) of any Securities Authority, is in effect or ongoing or, to the knowledge of Oro X, expected to be implemented or undertaken.

(g) Ownership of Subsidiaries .
(i) Section 3.1(g)(i) of the Oro X Disclosure Letter includes complete and accurate lists of all Subsidiaries owned or controlled, directly or indirectly, by Oro X, each of which is wholly-owned or wholly-controlled.
(ii) All of the issued and outstanding shares and other equity interests in the Subsidiaries of Oro X are duly authorized, validly issued, fully paid and nonassessable, and all such shares and other equity interests held directly or indirectly by Oro X are beneficially owned and controlled free and clear of all Liens.
(iii) There are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares or other equity interests in or material assets or properties of any of the Subsidiaries of Oro X.
(iv) There are no contracts, commitments, agreements, understandings, arrangements or restrictions which require any Subsidiaries of Oro X to issue, sell or deliver any shares in its share capital or other equity interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other equity interests.
(h) Public Filings . Oro X has filed all documents required to be filed by it in accordance with Canadian Securities Laws. Oro X has filed all necessary documents and information required to be filed with the Securities Authorities and the TSXV. All such documents and information comprising the Oro X Filings, as of their respective dates (and the dates of any amendments thereto):
(i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and
(ii) complied in all material respects with the requirements of Canadian Securities Laws, and any amendments to the Oro X Filings required to be made have been filed on a timely basis with the Securities Authorities and the TSXV, as applicable.
(i) Oro X Financial Statements . The Oro X Financial Statements were prepared in accordance with IFRS consistently applied (except as otherwise indicated in such financial statements and the notes thereto or in the related report of Oro X’s independent auditors, and except that the unaudited Oro X Financial Statements may not contain footnotes and are subject to normal year-end adjustments, none

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of which individually or in the aggregate will be material in nature or amount) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Oro X and its Subsidiaries as of the dates thereof and for the periods indicated therein and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of Oro X and its Subsidiaries on a consolidated basis. There has been no material change in Oro X’s accounting policies, except as described in the notes to the Oro X Financial Statements, since December 31, 2019.

(j) Books and Records . The financial books, records and accounts of Oro X and its Subsidiaries, in all material respects:
(i) have been maintained in accordance with good business practices and in accordance with IFRS and with the accounting principles generally accepted in the country of domicile of each such entity, on a basis consistent with prior years;
(ii) in each case are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of Oro X and its Subsidiaries; and
(iii) accurately and fairly reflect the basis for the Oro X Financial Statements.
(k) Minute Books . The minute books of Oro X and each of its Subsidiaries, in each case as provided to MMTP prior to the date hereof, are complete and accurate in all material respects.
(l) No Undisclosed Liabilities . None of Oro X or any of its Subsidiaries have any outstanding indebtedness or liabilities and none is a party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Oro X Financial Statements or incurred in the Ordinary Course since November 30, 2020.
(m) No Material Change . Since November 30, 2020, there has been no material change in respect of Oro X and its Subsidiaries taken as a whole, and the debt, business and material property of Oro X and its Subsidiaries conform in all respects to the description thereof contained in the Oro X Filings, and there has been no dividend or distribution of any kind declared, paid or made by Oro X on any Oro X Shares. Oro X has not filed any confidential material change report with any Securities Authorities that remains confidential.
(n) Litigation . There are no claims, actions, suits, grievances, complaints or proceedings pending or, to the knowledge of Oro X, threatened affecting Oro X or any of its Subsidiaries or affecting any of their respective property or assets at law or in equity before or by any non-governmental organization, community, community group, aboriginal peoples or aboriginal group or any Governmental Entity, including matters arising under Environmental Law.

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(o) Governmental Orders. Except as set out in Section 3.1(p) of the Oro X Disclosure Letter, none of Oro X or any of its Subsidiaries, or any of their respective assets or properties, is subject to any outstanding Governmental Order.
(p)
Taxes .
(i) Except as set out in Section 3.1(q)(i) of the Oro X Disclosure Letter, Oro X and each of its Subsidiaries has duly and timely filed all Tax Returns required to be filed by it prior to the date hereof and all such Tax Returns are complete and correct in all material respects.
(ii) Oro X and each of its Subsidiaries has paid on a timely basis all Taxes which are due and payable, all assessments and reassessments, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published Oro X Financial Statements.
(iii) Except as provided for in the Oro X Financial Statements, no material deficiencies, litigation, proposed adjustments or matters in controversy exist or have been asserted with respect to Taxes of Oro X or any of its Subsidiaries, and neither Oro X nor any of its Subsidiaries is a party to any action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of Oro X, threatened against Oro X or any of its Subsidiaries or any of their respective assets, that would reasonably be expected to have a Material Adverse Effect.
(iv) To the knowledge of Oro X, no claim has been made by any Governmental Entity in a jurisdiction where Oro X or any of its Subsidiaries does not file Tax Returns that Oro X or any of its Subsidiaries is or may be subject to Tax by that jurisdiction.
(v) There are no Liens for unpaid Taxes (other than in respect of Taxes not yet due and payable and for which adequate accruals or reserves have been established in accordance with IFRS) upon any of the assets of Oro X or any of its Subsidiaries.
(vi) Oro X and each of its Subsidiaries has withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity when required by Law to do so.
(vii) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from Oro X or any of its Subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.
(viii) Oro X and each of its Subsidiaries have given to MMTP true, correct and complete copies of all their income and capital tax returns and statements of deficiencies for taxable periods, or transactions consummated, for the prior three years, and there are no material omissions in the foregoing.

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(ix) For the purposes of the Tax Act and any other relevant Tax purposes:
- (A) Oro X is resident in Canada; and
- (B) each Subsidiary of Oro X is resident in the jurisdiction in which it is formed and is not resident in any other country.
(q) Interest in Properties and Mineral Rights .
(i) Oro X and its Subsidiaries do not have any ownership interest in any real property. All of Oro X’s and its Subsidiaries’ material mineral interests and rights relating to the Coriorcco Project and the Julian Project (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Law or otherwise) (collectively, the “ Oro X Mineral Rights ”), are set out in Section 3.1(r)(i) of the Oro X Disclosure Letter. Other than the Oro X Mineral Rights set out in Section 3.1(r)(i) of the Oro X Disclosure Letter, neither Oro X nor its Subsidiaries, owns or has any interest in any material mineral interests and rights.
(ii) Oro X or one of its Subsidiaries is the sole legal and beneficial owner of all right, title and interest in and to the Oro X Mineral Rights, free and clear of any Liens (other than Permitted Liens).
(iii) To the knowledge of Oro X, all of the Oro X Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims.
(iv) The Oro X Mineral Rights are in good standing under applicable Law and, to the knowledge of Oro X, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(v) To the knowledge of Oro X, there is no material adverse claim against or challenge to the title to or ownership of any of the Oro X Mineral Rights.
(vi) Except as described in Section 3.1(q)(vi) of the Oro X Disclosure Letter, no Person other than Oro X or its Subsidiaries has any interest in any of the Oro X Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(vii) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights in favour of third parties which would affect Oro X’s or its Subsidiary’s interest in any of the Oro X Mineral Rights.
(viii) There are no material restrictions on the ability of Oro X and its Subsidiaries to use, transfer or exploit any of the Oro X Mineral Rights, except pursuant to applicable Law.

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(ix) Neither Oro X nor any of its Subsidiaries has received any notice, whether written or oral, from any non-governmental organization, community, community group, aboriginal peoples or aboriginal group or any Governmental Entity of any revocation or intention to revoke any interest of Oro X or any of its Subsidiaries in any of the Oro X Mineral Rights.
(x) Oro X and/or its Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences from landowners, any non-governmental organization, community, community group, aboriginal peoples or aboriginal group or Governmental Entities permitting the use of land by Oro X and/or its Subsidiaries, and mineral interests that are required to undertake activities as presently contemplated in respect of the Oro X Mineral Rights.
(xi) All Contracts entered into by Oro X and/or its Subsidiaries with any nongovernmental organization, community, community group, aboriginal peoples or aboriginal group (the “ Oro X Social Responsibility Contracts ”), whether oral or written, are in full force and effect and Oro X and its Subsidiaries have complied in all material respects with all terms of such Oro X Social Responsibility Contracts, have paid all amounts due thereunder, have not waived any rights thereunder and no material default or breach exists in respect thereof on the part of Oro X or any of its Subsidiaries or, to the knowledge of Oro X, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a material default or breach or trigger a right of termination of any of the Oro X Social Responsibility Contracts. As at the date hereof, neither Oro X nor any of its Subsidiaries has received written notice that any party to an Oro X Social Responsibility Contract intends to cancel, terminate or otherwise modify or not renew such Oro X Social Responsibility Contract, and to the knowledge of Oro X, no such action has been threatened.
(r) Contracts . All Material Contracts, including but not limited to, the Titan Investor Rights Agreement and the Option Acquisition Agreement, to which Oro X or any of its Subsidiaries are a party are in full force and effect, and Oro X or its Subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof. Oro X has made available to MMTP true and complete copies of all Material Contracts. All of the Material Contracts are valid and binding obligations of Oro X or its Subsidiaries, as the case may be, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. Oro X and its Subsidiaries have complied in all material respects with all terms of such Material Contracts, have paid all amounts due thereunder, have not waived any rights thereunder and no material default or breach exists in respect thereof on the part of Oro X or any of its Subsidiaries or, to the knowledge of Oro X, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a material default or breach or trigger a right of termination of any of the Material Contracts. As at the date hereof, neither Oro X nor any of its Subsidiaries has received written notice that any party to a Material

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Contract intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of Oro X, no such action has been threatened.

(s) Non-Competition . None of Oro X or any of its Subsidiaries is a party to any obligation, contractual or otherwise, that restricts the ability of Oro X or a Subsidiary to compete with any other Person, or to engage in any business.
(t) Permits . Oro X and each of its Subsidiaries has obtained and is in compliance with all Permits required by applicable Laws that are necessary to conduct its current business as it is now being conducted (which, for greater certainty, includes the exploration for mineral deposits), except for (i) the Coriorcco Project environmental Permits which are in the process of being obtained, and (ii) where the failure to hold or comply with such Permits would not, individually or in the aggregate, have a Material Adverse Effect.
(u) Environmental Matters . Except as set out in Section 3.1(v) of the Oro X Disclosure Letter and except for any matters that, individually or in the aggregate would not have or would not reasonably be expected to have a Material Adverse Effect, each of Oro X and its Subsidiaries and their respective businesses, operations, and properties:
(i) is in compliance with all Environmental Laws and all terms and conditions of all Environmental Permits;
(ii) has not received any order, request or notice from any Person alleging a violation of any Environmental Law;
(iii) is not a party to any litigation or administrative proceeding, nor to the knowledge of Oro X is any litigation or administrative proceeding threatened against it or its property or assets, which in either case asserts or alleges that it violated any Environmental Laws, is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances;
(iv) has no knowledge of any conditions existing currently which could reasonably be expected to subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws;
(v) is not subject to any Governmental Order related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws; and
(vi) is not involved in operations and does not know of any facts, circumstances or conditions, including any Release of any Hazardous Substance, that

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would reasonably be expected to result in any liability under any Environmental Law.

(v) Legal Compliance . Oro X and its Subsidiaries have materially complied with, and are not in material violation of any applicable Laws, including all rules, regulations, rulings, orders and forms made or promulgated under such Laws and the published policies and published guidelines of the Governmental Entity administering such Laws.
(w) Technical Reports . Each of the technical report entitled “NI 43-101 Technical Report for the Coriorcco Property Southern Peru” with an effective date of August 21, 2020 and the technical report entitled “Independent Technical Report on the Jullian Concession, Ecuador” dated March 31, 2020 has have been prepared in all material respects in accordance with NI 43-101. The information provided by Oro X to the Qualified Persons (as defined in NI 43-101) in connection with the preparation of such technical reports was complete and accurate in all material respects at the time such information was furnished. No material mineral deposits are subject to illegal occupation.
(x) Regulatory . Except as disclosed in Section 3.1(x) of the Oro X Disclosure Letter, Oro X and its Subsidiaries have operated and are currently operating their respective businesses in compliance with all Regulatory Approvals in all material respects and have made all requisite material declarations and filings with the Governmental Entities. Oro X and its Subsidiaries have not received any written notices or other correspondence from any Governmental Entities regarding any circumstances that have existed or currently exist which would lead to a loss, suspension, or modification of, or a refusal to issue, any material Regulatory Approval relating to its activities which would reasonably be expected to restrict, curtail, limit or adversely affect the ability of Oro X or its Subsidiaries to operate their respective businesses.
(y) Employee Plans . Neither Oro X nor any of its Subsidiaries is party to any Employee Plans.
(z)
Labour and Employment .
(i) Except as set out in Section 3.1(z)(i) of the Oro X Disclosure Letter, neither Oro X nor any Subsidiary has any employees, independent contractors, or other non-employees who supply services under personal services contracts (whether written or oral). Section 3.1(z)(i) of the Oro X Disclosure Letter sets out a complete list of all employees of Oro X and its Subsidiaries, together with their titles, service dates and material terms of employment, including current wages, salaries or hourly rate of pay, and bonus (whether monetary or otherwise). No such employee is on long-term disability leave, extended absence or worker’s compensation leave. All current assessments under applicable workers compensation legislation in relation to current employees of Oro X have been paid or accrued by Oro X and its Subsidiaries, as applicable, and Oro X and its Subsidiaries are not subject to any special or penalty assessment under such legislation which has not been paid.

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(ii) Neither Oro X or any Subsidiary is party to any written contract of employment entered into with any employee, or any agreements for services with consultants or independent contractors.
(iii) No employee of Oro X or of any of its Subsidiaries is party to a change of control, severance, termination, golden parachute or similar agreement or provision or would receive payments under such agreement or provision as a result of the Transactions.
(iv) Neither Oro X nor any Subsidiary is party to any collective bargaining agreement, contract or legally binding commitment to any trade unions or employee organization or group. There are no threatened or apparent union organizing activities involving employees of Oro X or any of its Subsidiaries, nor is Oro X or any of its Subsidiaries currently negotiating any collective bargaining agreements.
(aa) Absence of Cease Trade Orders . No order ceasing or suspending trading in the Oro X Shares (or any of them) or any other securities of Oro X is outstanding and no proceedings for this purpose have been instituted or, to the knowledge of Oro X, are pending, contemplated or threatened.
(bb) Related Party Transactions . Except as disclosed in Section 1.1(bb) of Oro X Disclosure Letter or as expressly contemplated by this Agreement, none of Oro X or any of its Subsidiaries is party to a Contract or transaction that was, at the time it was agreed to, a transaction between Oro X or a Subsidiary of Oro X and:
(i) any officer or director of Oro X or any of its Subsidiaries;
(ii) any holder of record or beneficial owner of 10% or more of the Oro X Shares; and
(iii) to the knowledge of Oro X, any affiliate or associate of any such officer, director, holder of record or beneficial owner.
(cc) Expropriation . No part of the property or assets of Oro X or any of its Subsidiaries has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given or commenced nor does Oro X or any of its Subsidiaries know of any intent or proposal to give such notice or commence any such proceedings.
(dd) Registration Rights . No Oro X Shareholder has any right to compel Oro X to register or otherwise qualify the Oro X Shares (or any of them) for public sale or distribution.
(ee) Rights of Other Persons . No Person has any right of first refusal or option to purchase or any other right of participation in any of the material properties or assets owned by Oro X or any of its Subsidiaries, or any part thereof.
(ff) Restrictions on Business Activities . There is no arbitral award, judgment, injunction, constitutional ruling, order or decree binding upon Oro X or any of its Subsidiaries that has or could reasonably be expected to have the effect of

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prohibiting, restricting, or impairing any business practice of any of them, any acquisition or disposition of property by any of them, or the conduct of the business by any of them as currently conducted.

(gg) Fees or Commissions . Except as are listed in Section 3.1(gg) of the Oro X Disclosure Letter, there is no Person that has been retained by or is authorized to act on behalf of any of Oro X or its Subsidiaries who is entitled to any fee or commission from any of Oro X or its Subsidiaries in connection with the Transactions, or who will have any ongoing commitment from Oro X or its Subsidiaries after the Closing Time.
(hh) Insurance . Oro X and its Subsidiaries have such policies of insurance as are listed in Section 3.1(hh) of the Oro X Disclosure Letter. Oro X and its Subsidiaries have no obligation to maintain insurance for the benefit of any Person, except as disclosed in Section 3.1(hh) of the Oro X Disclosure Letter. All insurance maintained by Oro X or any of its Subsidiaries is in full force and effect and in good standing and neither Oro X nor any of its Subsidiaries is in default, whether as to payment of premium or otherwise, under the terms of any such insurance, nor has any of them failed to give any notice or present any material claim under any such insurance in a due and timely fashion or received notice or otherwise become aware of any intent of an insurer to either claim any default on the part of Oro X or any of its Subsidiaries or not to renew any policy of insurance on its expiry or to increase any deductible or cost, except where such failure or default or other event would not reasonably be expected to have a Material Adverse Effect.
(ii) Corrupt Practices Legislation . None of Oro X or any of its Representatives has taken, committed to take or been alleged to have taken any action prohibited by the United States Foreign Corrupt Practices Act , the Corruption of Foreign Public Officials Act (Canada), or any applicable Law of similar effect of Peru or any other jurisdiction. Oro X and its Subsidiaries have implemented and maintained policies and procedures designed to ensure compliance with such Laws.
(jj) No Shareholder Rights Plan . As of the date hereof, there is no shareholder rights plan, “poison pill”, anti-takeover plan or similar device in effect to which Oro X or any of its Subsidiaries is subject, party or otherwise bound.
(kk) No Shareholders’ Agreements, etc . There are no shareholders’ agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of Oro X Shares.
(ll) No Bankruptcy . None of Oro X or any of its Subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any Person holding any Lien or receiver take possession of any of its property, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it.

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(mm) Transfer Agent and Registrar . Odyssey Trust Company at its office in Vancouver, British Columbia, has been duly appointed as the transfer agent and registrar for the Oro X Shares.
(nn) Reportable Events . No “reportable event” as defined in National Instrument 51-102 - Continuous Disclosure has occurred with respect to Oro X.
(oo) Omissions and Misrepresentations . None of the representations, warranties and statements of fact with respect to Oro X and its Subsidiaries in this Schedule “B” contains any untrue statement of material fact or omits to state any material fact necessary to make any such statement, warranty or representation not misleading to MMTP.

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Schedule “ C ” REPRESENTATIONS AND WARRANTIES OF MMTP

MMTP hereby represents and warrants to and in favour of Oro X as follows, and acknowledges that Oro X is relying upon such representations and warranties in connection with the entering into of this Agreement, despite any investigation made by or on behalf of Oro X:

(a) Organization and Qualification . MMTP and each of its Subsidiaries is a corporation duly incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or other power, authority and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. MMTP and each of its Subsidiaries:
(i) has all Permits necessary to conduct its business substantially as now conducted, except where the failure to hold such Permits would not individually or in the aggregate have a Material Adverse Effect; and
(ii) is duly registered or otherwise authorized and qualified to do business and each is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified will not individually or in the aggregate have a Material Adverse Effect.
(b) Authority Relative to this Agreement .
(i) MMTP has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder.
(ii) The execution and delivery of this Agreement by MMTP and the performance by MMTP of its obligations under this Agreement have been duly authorized by the board of directors of MMTP and no other corporate proceedings on its part are necessary to authorize this Agreement.
(iii) This Agreement has been duly executed and delivered by MMTP and constitutes a legal, valid and binding obligation of MMTP, enforceable against MMTP in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other applicable Laws relating to or affecting rights of creditors generally and subject to the qualification that equitable remedies, including specific performance, are discretionary.
(c) No Violation . The authorization, execution and delivery of this Agreement by MMTP, the completion of the transactions contemplated by this Agreement, and the performance of MMTP’s obligations hereunder in accordance with the terms, will not:
(i) violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach of any provision of, or require any consent (unless it has been obtained), approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or cause any indebtedness to come due before its stated maturity, or cause any credit commitment to cease to be available, or cause any payment or other obligation to be imposed on MMTP or any of its Subsidiaries, under any of the terms, conditions or provisions of:
- (A) their respective Constating Documents; or

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(B) any Permit or Material Contract to which MMTP or any of its Subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which MMTP or any of its Subsidiaries is bound; or
(ii) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to MMTP or any of its Subsidiaries or any of their respective properties or assets; or
(iii) cause the suspension or revocation of any Permit currently in effect in regard of MMTP or any of its Subsidiaries; or
(iv) give rise to any rights of first refusal or trigger any change in control provisions under any note, bond, mortgage, indenture, contract, license, franchise or Permit to which MMTP is a party; or
(v) result in the imposition of any Liens upon any assets of MMTP or any of its Subsidiaries.

(d) Capitalization .

(i) The issued share capital of MMTP consists of an unlimited number of MMTP Shares, of which 1,320,252 MMTP Shares are duly and validly issued and outstanding as fully paid and non-assessable as of the date of this Agreement.
(ii) Except as disclosed in Section 4.1(d) of the MMTP Disclosure Letter, there are no:
(A) securities issued by MMTP that are convertible into or exchangeable for any MMTP Shares;
(B) agreements, options, warrants, or other rights capable of becoming agreements, options or warrants to purchase or subscribe for any MMTP Shares or securities convertible into or exchangeable or exercisable for any such shares, in each case granted, extended or entered into by MMTP; or
(C) securities (including bonds, debentures or other evidences of indebtedness) of MMTP or of any of its Subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the MMTP Shareholders on any matter.
(iii) All of the MMTP Shares have been issued in compliance with all applicable Laws and MMTP’s Constating Documents.
(iv) There are no outstanding contractual or other obligations of MMTP or any Subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any of its outstanding securities.

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(e) Ownership of Subsidiaries .
(i) Section 4.1(e)(i) of the MMTP Disclosure Letter includes complete and accurate lists of all Subsidiaries of MMTP, the authorized and outstanding equity interests in each Subsidiary of MMTP, and the holders of such equity interests.
(ii) All of the issued and outstanding shares of capital stock and other equity interests in the Subsidiaries of MMTP are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other equity interests held directly or indirectly by MMTP are legally and beneficially owned free and clear of all Liens.
(iii) There are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any shares of capital stock or other equity interests in or material assets or properties of any of the Subsidiaries of MMTP.
(iv) There are no contracts, commitments, agreements, understandings, arrangements or restrictions which require any Subsidiaries of MMTP to issue, sell or deliver any shares in its share capital or other equity interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other equity interests.
(f) Financial Statements . The MMTP Financial Statements have been prepared in accordance with IFRS and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of MMTP as of the respective dates thereof and the consolidated sales, income and results of operations of MMTP for the respective financial periods covered thereby.
(g) Auditors . The auditors of MMTP engaged to audit the MMTP Financial Statements, as applicable, and to deliver the audit report with respect to any of those statements are independent public accountants.
(h) Books and Records . The financial books, records and accounts of MMTP and its Subsidiaries (during the period of time when owned by MMTP), in all material respects:
(i) have been maintained in accordance with good business practices and in accordance with IFRS and with the accounting principles generally accepted in the country of domicile of each such entity, on a basis consistent with prior years;
(ii) in each case are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of MMTP and its Subsidiaries; and
(iii) accurately and fairly reflect the basis for the MMTP Financial Statements.
(i) Minute Books . The minute books of MMTP and each of its Subsidiaries, in each case as provided to Oro X prior to the date hereof, are complete and accurate in all material respects.
(j) No Undisclosed Liabilities . MMTP and its Subsidiaries have no outstanding indebtedness or liabilities and none is a party to or bound by any suretyship, guarantee, indemnification

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or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the MMTP Financial Statements or incurred in the Ordinary Course since September 30, 2020.

(k) No Material Change . Since September 30, 2020, there has been no material change in respect of MMTP and its Subsidiaries taken as a whole, and there has been no dividend or distribution of any kind declared, paid or made by MMTP on any MMTP Shares.
(l) Litigation . There are no material claims, actions, suits, grievances, complaints or proceedings pending or, to the knowledge of MMTP, threatened affecting MMTP or any of its Subsidiaries or affecting any of their respective property or assets at law or in equity before or by any non-governmental organization, community, community group, aboriginal peoples or aboriginal group or any Governmental Entity, including matters arising under Environmental Laws.
(m) Governmental Orders . None of MMTP, its Subsidiaries, or any of their respective assets or properties, is subject to any outstanding Governmental Order.
(n) Taxes .
(i) MMTP and each of its Subsidiaries has duly and timely filed all Tax Returns required to be filed by it prior to the date hereof and all such Tax Returns are complete and correct in all material respects.
(ii) MMTP and each of its Subsidiaries has paid on a timely basis all Taxes which are due and payable, all assessments and reassessments, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published MMTP Financial Statements.
(iii) Except as provided for in the MMTP Financial Statements, no material deficiencies, litigation, proposed adjustments or matters in controversy exist or have been asserted with respect to Taxes of MMTP or any of its Subsidiaries, and neither MMTP nor any of its Subsidiaries is a party to any action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of MMTP, threatened against MMTP or any of its Subsidiaries or any of their respective assets, that would reasonably be expected to have a Material Adverse Effect.
(iv) To the knowledge of MMTP, no claim has been made by any Governmental Entity in a jurisdiction where MMTP or any of its Subsidiaries does not file Tax Returns that MMTP or any of its Subsidiaries is or may be subject to Tax by that jurisdiction.
(v) There are no Liens for unpaid Taxes (other than in respect of Taxes not yet due and payable and for which adequate accruals or reserves have been established in accordance with IFRS) upon any of the assets of MMTP or any of its Subsidiaries.
(vi) MMTP and each of its Subsidiaries has withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity when required by Law to do so.

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(vii) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from MMTP or any of its Subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.
(viii) For the purposes of the Tax Act and any other relevant Tax purposes:
- (A) MMTP is not resident in Canada; and
- (B) each Subsidiary of MMTP is resident in the jurisdiction in which it is formed and is not resident in any other country.
(o) Interest in Properties and Mineral Rights .
(i) All of MMTP’s and its Subsidiaries’ material mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Law or otherwise), including, without limitation, all such interests and rights relating to the Recuperada Mine (collectively, the “ MMTP Mineral Rights ”), are set out in Section 4.1(o)(i) of the MMTP Disclosure Letter. Other than the MMTP Mineral Rights set out in Section 4.1(o)(i) of the MMTP Disclosure Letter, neither MMTP nor its Subsidiaries, owns or has any interest in any material mineral interests and rights.
(ii) MMTP’s interests in the Recuperada Mine are in good standing under the applicable statutes and regulations in the jurisdiction in which it is situated, all leases, licences and claims pursuant to which MMTP or any Subsidiary derive the interests thereof in such property and assets are in good standing and there has been no material default under any such option, lease, licence or claim and all taxes required to be paid with respect to such properties and assets to the date hereof have been paid.
(iii) MMTP or one of its Subsidiaries is the sole beneficial owner of all right, title and interest in and to the MMTP Mineral Rights, free and clear of any Liens (other than Permitted Liens or Liens created by or in connection with the Recuperada Agreements).
(iv) To the knowledge of MMTP all of the Mineral Rights have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral claims.
(v) The MMTP Mineral Rights are in good standing under applicable Law and, to the knowledge of MMTP, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(vi) To the knowledge of MMTP, there is no material adverse claim against or challenge to the title to or ownership of the MMTP Mineral Rights.

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(vii) Except as disclosed in Section 4.1(o)(vii) of the MMTP Disclosure Letter, no Person other than MMTP or its Subsidiaries has any interest in the MMTP Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.
(viii) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect MMTP’s or its Subsidiary’s interest in the MMTP Mineral Rights.
(ix) There are no material restrictions on the ability of MMTP and its Subsidiaries to use, transfer or exploit the MMTP Mineral Rights, except pursuant to applicable Law.
(x) Neither MMTP nor any of its Subsidiaries has received any notice, whether written or oral, from any non-governmental organization, community, community group, aboriginal peoples or aboriginal group or any Governmental Entity of any revocation or intention to revoke any interest of MMTP or any of its Subsidiaries in any of the MMTP Mineral Rights.
(xi) Except as disclosed in Section 4.1(o)(xi) of the MMTP Disclosure Letter, MMTP and/or its Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences from landowners, any non-governmental organization, community, community group, aboriginal peoples or aboriginal group or Governmental Entities permitting the use of land by MMTP and/or its Subsidiaries, and mineral interests that are required to undertake activities as presently contemplated in respect of the MMTP Mineral Rights.
(xii) All Contracts entered into by MMTP and/or its Subsidiaries with any nongovernmental organization, community, community group, aboriginal peoples or aboriginal group (“ MMTP Social Responsibility Contracts ”), whether oral or written, are in full force and effect and MMTP and its Subsidiaries have complied in all material respects with all terms of such MMTP Social Responsibility Contracts, have paid all amounts due thereunder, have not waived any rights thereunder and no material default or breach exists in respect thereof on the part of MMTP or any of its Subsidiaries or, to the knowledge of MMTP, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a material default or breach or trigger a right of termination of any of the MMTP Social Responsibility Contracts. As at the date hereof, neither MMTP nor any of its Subsidiaries has received written notice that any party to a MMTP Social Responsibility Contract intends to cancel, terminate or otherwise modify or not renew such MMTP Social Responsibility Contract, and to the knowledge of MMTP, no such action has been threatened.
(p) Contracts . All Material Contracts to which MMTP or any of its Subsidiaries are a party are in full force and effect, and MMTP or its Subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof. MMTP has made available to Oro X true and complete copies of all Material Contracts. All of the Material Contracts are valid and binding obligations of MMTP or its Subsidiaries, as the case may be, enforceable in accordance with their respective terms, except as may be limited by

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bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. MMTP and its Subsidiaries have complied in all material respects with all terms of such Material Contracts, have paid all amounts due thereunder, have not waived any rights thereunder and no material default or breach exists in respect thereof on the part of MMTP or any of its Subsidiaries or, to the knowledge of MMTP, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a material default or breach or trigger a right of termination of any of the Material Contracts. As at the date hereof, neither MMTP nor any of its Subsidiaries has received written notice that any party to a Material Contract intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of MMTP, no such action has been threatened.

(q) Permits . MMTP and each of its Subsidiaries has obtained and is in compliance with all Permits required by applicable Laws that are necessary to conduct its current business as it is now being conducted, except where the failure to hold or comply with such Permits would not, individually or in the aggregate, have a Material Adverse Effect.
(r) Environmental Matters . Except for any matters that, individually or in the aggregate would not have or would not reasonably be expected to have a Material Adverse Effect, each of MMTP and its Subsidiaries and their respective businesses, operations, and properties:
(i) is in material compliance with all Environmental Laws and all terms and conditions of all Environmental Permits;
(ii) has not received any order, request or notice from any Person alleging a material violation of any Environmental Law;
(iii) is not a party to any litigation or administrative proceeding, nor to the knowledge of MMTP is any litigation or administrative proceeding threatened against it or its property or assets, which in either case asserts or alleges that it violated any Environmental Laws, is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances;
(iv) has no knowledge of any conditions existing currently which could reasonably be expected to subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws;
(v) is not subject to any Governmental Order related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws; and

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(vi) is not involved in operations and does not know of any facts, circumstances or conditions, including any Release of any Hazardous Substance, that would reasonably be expected to result in any liability under any Environmental Law.
(s) Mineral Resources . The most recent estimates of indicated and inferred mineral resources that will be disclosed in the Technical Report will have been prepared and disclosed in all material respects in accordance with NI 43-101. The information provided by MMTP to the Qualified Persons (as defined in NI 43-101) in connection with the preparation of such estimates will be complete and accurate in all material respects at the time such information is furnished. No material mineral deposits are subject to illegal occupation. At the Closing Time, there has been no material reduction in the aggregate amount of indicated and inferred mineral resources of MMTP and its Subsidiaries, on a consolidated basis, from the amounts disclosed in the Technical Report.
(t) Regulatory . MMTP and its Subsidiaries have operated and are currently operating their respective businesses in compliance with all Regulatory Approvals in all material respects and have made all requisite material declarations and filings with the Governmental Entities. MMTP and its Subsidiaries have not received any written notices or other correspondence from any Governmental Entities regarding any circumstances that have existed or currently exist which would lead to a loss, suspension, or modification of, or a refusal to issue, any material Regulatory Approval relating to its activities which would reasonably be expected to restrict, curtail, limit or adversely affect the ability of MMTP or its Subsidiaries to operate their respective businesses.
(u) Legal Compliance . MMTP and its Subsidiaries have materially complied with, and are not in material violation of any applicable Laws, including all rules, regulations, rulings, orders and forms made or promulgated under such Laws and the published policies and published guidelines of the Governmental Entity administering such Laws.
(v) Related Party Transactions . Except as disclosed in Section 4.1(r)(v) of the MMTP Disclosure Letter or as expressly contemplated by this Agreement, none of MMTP or any of its Subsidiaries is party to a Contract or transaction that was, at the time it was agreed to, a transaction between MMTP or a Subsidiary of MMTP and:
(i) any officer or director of MMTP or any of its Subsidiaries;
(ii) any holder of record or beneficial owner of 10% or more of the MMTP Shares; and
(iii) to the knowledge of MMTP, any affiliate or associate of any such officer, director, holder of record or beneficial owner.
(w) Expropriation . No part of the property or assets of MMTP or any of its Subsidiaries has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given or commenced nor does MMTP know of any intent or proposal to give such notice or commence any such proceedings.
(x) Registration Rights . No MMTP Shareholder has any right to compel MMTP to register or otherwise qualify the MMTP Shares (or any of them) for public sale or distribution.

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C-9

(y) Rights of Other Persons . No Person has any right of first refusal or option to purchase or any other right of participation in any of the material properties or assets owned by MMTP or any of its Subsidiaries, or any part thereof.
(z) Restrictions on Business Activities . There is no arbitral award, judgment, injunction, constitutional ruling, order or decree binding upon MMTP or any of its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting, or impairing any business practice of any of them, any acquisition or disposition of property by any of them, or the conduct of the business by any of them as currently conducted, which could reasonably be expected to have a Material Adverse Effect.
(aa) Fees or Commissions . Except as disclosed in Section 4.1(aa) of the Disclosure Letter, there is no Person that has been retained by or is authorized to act on behalf of any of MMTP or its Subsidiaries who is entitled to any fee or commission from any of MMTP or its Subsidiaries in connection with the Transactions, or who will have any ongoing commitment from MMTP or its Subsidiaries after the Closing Time. Section 4.1(aa) of the MMTP Disclosure Letter sets forth all fees and expenses payable by MMTP or any of its Subsidiaries in connection with the Transactions.
(bb) Insurance . All insurance maintained by MMTP or any of its Subsidiaries is in full force and effect and in good standing and neither MMTP nor any of its Subsidiaries is in default, whether as to payment of premium or otherwise, under the terms of any such insurance nor has MMTP or any of its Subsidiaries failed to give any notice or present any material claim under any such insurance in a due and timely fashion or received notice or otherwise become aware of any intent of an insurer to either claim any default on the part of MMTP or any of its Subsidiaries or not to renew any policy of insurance on its expiry or to increase any deductible or cost, except where such failure or default or other event would not reasonably be expected to have a Material Adverse Effect.
(cc) Corrupt Practices Legislation . None of MMTP or any of its Representatives has taken, committed to take or been alleged to have taken any action prohibited by the United States Foreign Corrupt Practices Act , the Corruption of Foreign Public Officials Act (Canada), or any applicable Law of similar effect of Peru or any other jurisdiction. MMTP and its Subsidiaries have implemented and maintained procedures designed to ensure compliance with such Laws.
(dd) Omissions and Misrepresentations . None of the representations, warranties and statements of fact with respect to MMTP and its Subsidiaries in this Schedule “C” contains any untrue statement of material fact or omits to state any material fact necessary to make any such statement, warranty or representation not misleading to Oro X.

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AI assistant

Silver X Mining Corp. — Merger & Acquisition 2021

46499_rns_2021-03-26_8d13688d-b97c-47a7-b5ba-2b7e621bd6ad.pdf

BUSINESS COMBINATION AGREEMENT

BETWEEN

ORO X MINING CORP.

AND

MINES AND METALS TRADING (PERU) PLC

BUSINESS COMBINATION AGREEMENT

(“ MMTP ”)

ARTICLE 1 DEFINITIONS AND INTERPRETATION

Definitions

Interpretation

ARTICLE 2 BUSINESS COMBINATION

Agreement to Combine

Pre-Business Combination Steps

MMTP Meeting

Finco Shareholder Approval

Oro X Meeting

Subco Shareholder Approval

Business Combination

Statutory Resale Restrictions

TSXV Escrow and Resale Restrictions

Change of Directors and Officers

Representations and Warranties of Oro X

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF MMTP

Representations and Warranties of MMTP

ARTICLE 5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Survival of Representations and Warranties

ARTICLE 6 COVENANTS OF ORO X

Covenants of Oro X

Necessary Consents

Status and Filings

Directors

Conduct of Business of Oro X

Compliance by Subco

Tax Matters

ARTICLE 7 COVENANTS OF MMTP

Covenants of MMTP

Necessary Consents

Status and Filings

Financial Statements

Support Agreements

Conduct of Business of MMTP

Compliance by Finco

ARTICLE 8 ADDITIONAL COVENANTS OF ORO X REGARDING NON-SOLICITATION

Non-Solicitation

Notification of Oro X Acquisition Proposals

8.5 Responding to an Oro X Acquisition Proposal

8.6 MMTP Right to Match

Breach by Subsidiaries and Representatives

ARTICLE 9 ADDITIONAL COVENANTS OF MMTP REGARDING NON-SOLICITATION

Non-Solicitation

Notification of MMTP Acquisition Proposals

9.5 Responding to an MMTP Acquisition Proposal

9.6 Oro X Right to Match

Breach by Subsidiaries and Representatives

ARTICLE 10 INDEMNIFICATION

Indemnification by Oro X

Indemnification by MMTP

Limitation on Indemnification

Procedure for Indemnification

ARTICLE 11 CONDITIONS PRECEDENT

Mutual Conditions Precedent

Additional Conditions Precedent to the Obligations of MMTP

Additional Conditions Precedent to the Obligations of Oro X and Subco

ARTICLE 12 CLOSING

Time of Closing

ARTICLE 13 TERMINATION

Termination Rights

(b) by either Oro X or MMTP if:

(c) by MMTP if:

Effect of Termination/Survival

Termination Fee

ARTICLE 14 EXPENSES

Fees and Expenses

ARTICLE 15 GENERAL

Public Announcement; Confidentiality

Entire Agreement

Further Assurances

Silver X Mining Corp. Merger & Acquisition 2021