Steppe Gold Ltd. — M&A Activity 2024

Apr 23, 2024

EXECUTION VERSION

SHARE PURCHASE AGREEMENT

among

687211 BRITISH COLUMBIA LTD. acting as Seller

and

BOROO PTE LTD. acting as Buyer

Dated as of April 11, 2024

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Table of Contents

Contents Page	Contents Page
Recitals .......................................................................................................................................... 3
1.	Interpretation ....................................................................................................................... 3
2.	Purpose: Sale and Purchase of the Shares ........................................................................ 6
3.	Purchase Price .................................................................................................................... 6
4.	Pre-Closing: Seller´s Obligations in Relation to the Conduct of Business ......................... 7
5.	Closing ................................................................................................................................ 7
6.	Representations and Warranties ........................................................................................ 9
7.	Indemnification and Breach .............................................................................................. 11
8.	Notices .............................................................................................................................. 12
9.	Other Provisions ............................................................................................................... 13
Schedule 1 Mining Concessions comprising the Tres Cruces Project........................................ 18

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SHARE PURCHASE AGREEMENT

This share purchase agreement (the “ Agreement ”) is entered on April 11, 2024 among:

• (1) 687211 BRITISH COLUMBIA LTD., a company duly incorporated and existing under the laws of the Province of British Columbia, Canada, identified by Incorporation Number BC0687211, domiciled for these effects in 2900-550 Burrard Street Vancouver, BC V6C 0A3, Canada (the “ Seller ”); and

• (2) BOROO PTE LTD. , a company existing under the laws of Singapore; with registered domicile at 12 Marina View #23-09 Asia Square Torre 2, Singapore 018961 (the “ Buyer ”).

WHEREAS

• (A) AURIFERA TRES CRUCES S.A. is a stock corporation duly incorporated and existing under the laws of the Republic of Peru, registered under registry file No. 11429270 of the Registry of Legal Entities of Lima and with Peruvian tax identification (RUC) No. 20476799661 (the “ Company ”). The registered share capital stock of the Company is PEN 34,460,737.00, divided into 34,460,737 common shares, with a nominal value of PEN 1.00 each.

• (B) The Company is the sole and exclusive owner of the Tres Cruces Project, located in the department of La Libertad, Peru.

• (C) The Seller is the legal and beneficial owner of 2,839,953 common shares of the Company (the “ Shares ”), as recorded on the Company´s share ledger. The Shares are represented by share certificate No. 8, which represent, as of the date hereof, a 8.2411% ownership interest in the Company.

• (D) In the context of the Share Exchange Agreement executed on the same day as this Agreement between BOROO PTE LTD., STEPPE GOLD LTD. and CENTERRA NETHERLANDS BVBA (the “ Share Exchange Agreement ”), which regulates a share exchange between Steppe Gold Ltd (the parent company of the Seller) and Boroo Pte. Ltd, the Seller has agreed to sell the Shares to the Buyer, and the Buyer has agreed to purchase the Shares from the Seller, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties agree to be bound by the following clauses, terms and conditions:

1 Interpretation

In this Agreement, unless the context otherwise requires, the definitions in this Clause 1 shall apply:

1.1 Definitions

“ Agreement ” means this Agreement, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof.

“ Business ” means the business of the Company relating to the Tres Cruces Project as currently being conducted.

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“Business Day ” means a day which is not a Saturday, a Sunday or a public holiday in Vancouver (Canada) or Lima (Peru).

“ Buyer ” means BOROO PTE LTD.

“Buyer´s Guaranteed Obligations” has the meaning set forth in Clause 10.1(b).

“CAD $ ” means the lawful currency from time to time of Canada.

“ Closing ” means the completion of the sale of the Shares pursuant to Clauses 5.1, 5.2, 5.3 and 5.4. of this Agreement.

“ Closing Date ” means the date on which Closing takes place.

“ Company ” means AURIFERA TRES CRUCES S.A.

“ Convention ” has the meaning given to it in Clause 3.2(c).

“ Data Room” means the electronic data room containing documents and information relating to the Company, the Business and the Seller made available and uploaded by the Seller at the Google Drive platform until 11:59hrs on April 10, 2024 (Lima, Perú time), through the following link: [Redacted – Commercially Sensitive Information]

“Disclosure Letter ” means the letter dated on the same date as this Agreement from the Seller to the Buyer disclosing relevant information regarding the Seller and the Business.

“ Buyer´s Guaranteed Obligations ” has the meaning given to it in Clause 10.1(b).

“ Mining Concessions ” are the mining concessions that are part of the Tres Cruces Project, which are listed in Schedule 1.

“ Notice ” has the meaning given to it in Clause 8.1.

“ Party ” means a party to this Agreement and “Parties” shall be construed accordingly.

“ Payment Date” has the meaning given to it in Clause 3.1.

“ PEN ” means the lawful currency from time to time of the Republic of Peru.

“ Purchase Price ” has the meaning given to it in Clause 3.1.

“ Seller’s Group ” means the Seller and its holding companies and subsidiaries and any subsidiary of any such holding company from time to time (excluding, from Closing, the Company).

“ Seller” means 687211 BRITISH COLUMBIA LTD. and its successors and assigns.

“Share Exchange Agreement” has the meaning set forth in Recital (D).

“Share Exchange Closing” means, subject to the terms and conditions of the Share Exchange Agreement, the Closing of the Transaction (each as defined in the Share Exchange Agreement).

“Shares ” has the meaning set forth in Recital (C).

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“Tax Residence Certificate” has the meaning set forth in Clause 3.2(c).

“ Transaction Documents ” means this Agreement, the Disclosure Letter and all documents entered into pursuant to this Agreement and “ Transaction Document ” means any one of them.

“ Tres Cruces Project” means the project for the mineral exploration, and potential future exploration of the Mining Concessions.

1.2 Singular, plural, gender

References to one gender include all genders and references to the singular include the plural and vice versa.

1.3 References to persons and companies

References to:

• (a) a person include any company, partnership or unincorporated association (whether or not having separate legal personality); and

• (b) a company include any company, corporation or body corporate, wherever incorporated.

1.4 Schedules and others

References to this Agreement shall include any Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and parts are to paragraphs and parts of the Schedules.

1.5 Headings

Headings shall be ignored in interpreting this Agreement.

1.6 Reference to documents

References to any document (including this Agreement), or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time.

1.7 Non-limiting effect of words

The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.

1.8 Meaning of “to the extent that” and similar expressions

In this Agreement, “to the extent that” shall mean “to the extent that” and not solely “if”, and similar expressions shall be construed in the same way.

2. Purpose: Sale and Purchase of the Shares

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• (a) Subject to the terms and conditions of this Agreement, on Closing, the Seller shall sell to the Buyer and the Buyer shall purchase from the Seller, free and clear of all liens or encumbrances, the Shares.

• (b) The transfer of the Shares will include all the rights inherent therein, current and expected, without any reservation or limitation, including the right to receive dividends, freely available reserves or benefits (including premiums); as well as receiving ownership of all the new shares that are issued for the re-expression of capital, readjustment for inflation, capitalization of profits or reserves or for any other concept and, in general, any other right or benefit related to, or that may be derived from the Shares; including dividends or amortizations.

• (c) The Seller undertakes to execute any and all documents required in order to register the transfer of the Shares with the Company, including the delivery of a Shares transfer notice to the Company.

3 Purchase Price

• 3.1 The cash consideration agreed by the Parties for the transfer of the Shares is CAD $965,214.76, which shall be paid by the Buyer to the Seller as follows (each, a “ Payment Date ”):

• (a) CAD $223,614.76 on the Closing Date;

• (b) CAD $247,200.00 on the date that is 6 (six) months after the Closing Date;

• (c) CAD $247,200.00 on the date that is 12 (twelve) months after the Closing Date; and

• (d) CAD $247,200.00 on the date that is 18 (eighteen) months after the Closing Date.

(together the “ Purchase Price ”).

3.2 Payment of the Purchase Price

• (a) The Purchase Price shall be paid by way of cash payments in full for the account of the Seller, such payments to be made by wire transfer of immediately available funds in CAD$ to an account designated in writing by the Seller to the Buyer prior to the Closing Date and/or any other relevant payment date.

• (b) Any delay by the Buyer to make any payment due under this Agreement shall accrue default interest ( interés moratorio ) at the nominal annual rate of 12% until the effective payment day.

• (c) The Seller declares that it is a Canadian resident for purposes of the Convention between Canada and Peru for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and on Capital (the “ Convention ”). Therefore, the Parties agree that if the Seller delivers to Buyer prior to or on a Payment Date a copy of an official certificate issued by the Canadian tax authority certifying that the Seller is domiciled in Canada for purposes of the Convention (the “ Tax Residence Certificate ”) in the year on which the applicable payment is to be made, issued with no more than 4 months prior to the relevant Payment Date, then, in accordance with the provisions of the Convention, the Buyer

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shall not practice any withholding over the applicable payment to be made to the Seller.

• (d) The Seller shall indemnify the Buyer and the Company, and hold them harmless from and against all direct losses, damages, liabilities, fines, penalties, sanctions, interests, costs, and/or expenses suffered or incurred by the Buyer or the Company based upon, arising out of, with respect to or by reason of taxes of the Seller with respect the transactions contained herein in, including taxes, interest and/or fines related to the taxes arising from the transfer of the Shares.

• (e) Likewise, if the Buyer withholds any amount in contravention of the provisions set forth in Clause 3.2(c) above, then the Buyer shall immediately reimburse Seller an amount equivalent to that which was withheld, as well as indemnify the Seller from any losses, damages, liabilities, interests, costs, and/or expenses suffered or incurred by the Seller. For the avoidance of doubt, the Buyer shall not be deemed to have made a withholding in contravention of Clause 3.2(c) above if the Seller has not provided a Tax Residence Certificate on the Closing Date or any other Payment Date, or if for any other reason the Convention does not apply and, therefore, the transfer of the Shares is taxable in Peru.

4. Pre-Closing: Seller’s Obligations in Relation to the Conduct of Business

The Seller undertakes that it shall, and shall procure that the Company shall, between the date of this Agreement and Closing carry on the Business as a going concern in the ordinary course as carried on prior to the date of this Agreement and shall incur, or cause to be incurred, all reasonable and duly documented costs and expenses for the Business consistent with past practices. All such costs and expenses for the Business incurred and/or accrued between the date of this Agreement and Closing Date inclusive, shall be borne by Seller.

As part of this obligation the Seller shall cause that the Company continues to be on the Closing Date the sole titleholder of the Mining Concessions, free and clear of any liens (other than those disclosed in the Disclosure Letter), and that such Mining Concessions remain valid and in good standing, with all license fees ( derechos de vigencia ) and penalties ( penalidades ) applicable to the Mining Concessions fully paid, other than those payable in connection with year 2024.

5 Closing

5.1 Date

• (a) Closing shall take place on the same day on which closing of the transactions contemplated in the Share Exchange Agreement shall take place, provided, however, that the transfer of the Shares shall occur immediately before the Share Exchange Closing takes place.

• (b) Accordingly, if for any reason the Share Exchange Agreement does not close by September 30, 2024, or such later date as may be agreed to in writing by the Parties, this Agreement shall terminate without liability of any of the Parties.

• (c) If the transfer of the Shares takes place on the Closing Date and closing of the Share Exchange Agreement does not occur after Closing, the Parties agree that the transfer of the Shares shall be unwound and, therefore, the ownership of the Shares

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shall return to the Seller and Seller shall return to the Buyer any amounts paid as Purchase Price in accordance with Clause 5.1(d) below.

• (d) If closing of the Share Exchange Agreement does not occur after Closing and the transfer of the Shares from Seller to Buyer is terminated, then: (i) the Shares will immediately return to the Seller as a consequence of such termination; and (ii) the reimbursement of the amounts paid as Purchase Price from Seller to Buyer will be conditioned to the obtention and delivery by Buyer to Seller of the capital cost acknowledgement certificate (“ Certificado de Recuperación de Capital Invertido ”) issued by the Peruvian tax administration (SUNAT) evidencing that the tax cost of the Shares previously acquired by Buyer is equivalent to the amounts paid as Purchase Price by Buyer; and (iii) Buyer will indemnify and hold Seller and the Company harmless from any direct losses, liabilities, obligations and/or damages caused to Seller and or the Company in relation to taxes and any other tax related obligations, including fines, penalties, sanctions, interests, costs, and/or expenses generated in Peru and or Canada to the Seller, the Company and/or any of the Seller´s Group, as applicable as a consequence of the termination of the Agreement and restitution of the Shares to the Seller, as a consequence of the termination of the Agreement and restitution of the Shares to the Seller.

5.2 Deliverables on Closing

(a) Seller’s Obligations

On Closing, the Seller shall deliver or make available to the Buyer:

• (i) Copy of the Tax Residence Certificate.

(b) The Buyer’s Obligations

On Closing, the Buyer shall:

• (i) deliver or make available to the Seller, a letter addressed to the general manager of the Company, waiving and releasing any rights, remedies or claims which Buyer or the Company may have against her, including but not limited to in connection with assisting the Seller in the giving of any Seller’s Warranty or the preparation of the Disclosure Letter; and

• (ii) pay to the Seller the amount of the Purchase Price payable on the Closing Date in accordance with Clause 3.1(a).

(c) Transfer of the Shares

On the Closing Date and concurrently with receipt by the Seller of the first payment made pursuant to Clause 3.1(a), the Seller shall deliver to the Buyer the following:

• (i) A copy of the entry on Company’s share ledger evidencing the transfer of ownership of the Shares in favour of the Buyer, free and clear of any liens or encumbrances, duly signed by the appropriate Company’s officers.

• (ii) The shares certificate issued by the Company with respect of the Shares and reflecting the Buyer’s ownership of the Shares, duly signed by the appropriate Company’s officers.

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• (iii) Copy of the notice delivered by T.C. MINING INC., a company incorporated and existing under the laws of the Province of British Columbia, Canada and owner of the remaining 31,620,784 shares issued by the Company, to the Company waiving its preferential acquisition right for the acquisition of the Shares as a consequence of the transaction contemplated herein, in accordance with article 11 of the Company’s bylaws.

5.3 Payment on Closing

On Closing, the Buyer shall pay the first payment of the Purchase Price as established in Clause 3.1(a) and shall be obliged to make the remaining payments on the relevant Payment Dates as provided in Clauses 3.1(b), 3.1(c) and 3.1(d).

5.4 Proceedings at Closing.

All proceedings to be taken, all documents to be executed and delivered, and all payments to be made and consideration to be delivered at the Closing shall be deemed to have been taken, executed, delivered and made simultaneously, and, except as provided hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

6. Representations and warranties

6.1 Seller’s warranties

• (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Province of British Columbia, Canada.

• (b) The Seller is the sole and exclusive owner of the Shares and has the corporate power to own the Shares and to carry on its business as currently conducted.

• (c) The Seller has the necessary corporate power and capacity to enter into this Agreement, to comply with the obligations established hereunder and to consummate the transactions contemplated herein. The Seller’s signatories hereof are its duly empowered and authorized representatives, and there is no need for it to take any other action to authorize the execution, delivery, and performance of this Agreement and/or the obligations provided herein.

• (d) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Republic of Peru.

• (e) The capital stock of the Company is PEN 34,460,737.00, divided into 34,460,737 shares with a nominal value of PEN 1.00 each. The Seller is the recorded and beneficial owner, and has good and valid title to, the Shares, free and clear of all liens or encumbrances.

• (f) The Shares have been validly issued in compliance with applicable laws and the Company’s bylaws and are fully paid.

• (g) There are no shareholder agreements, voting trust agreements or other agreements restricting voting or dividend rights or transferability with respect to the Shares other than those expressly contemplated in the by-laws of the Company.

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• (h) There are no written or oral agreements for any options, warrants, calls, pre-emptive rights, subscriptions or other rights, convertible securities outstanding under which the Shares may or shall be issued, nor there are any outstanding shares of the Company pending to be issued or allocated to any person.

• (i) Other than the provisions under Article 11 of the Company´s bylaws ( derecho de adquisición preferente ), no person other than Buyer has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from any of the Shares.

• (j) The Company is not subject to any event which could lead the Company to be incorporated in any bankruptcy or insolvency proceeding or any other similar proceeding; nor has the Company initiated any such proceeding nor has the Company been notified of the initiation of any such proceeding by any person against the Company, nor to the knowledge of the Seller, no person has initiated any bankruptcy or insolvency proceeding against the Company. The Company is not subject to any dissolution event pursuant to the Peruvian Corporate Act ( Ley General de Sociedades) nor has the Company agreed to be dissolved and liquidated under said act.

• (k) Except as disclosed in the Disclosure Letter, the Company is the sole and rightful owner of all of the properties and assets that are part of the Tres Cruces Project, free and clear of any liens. The Mining Concessions are valid and in good standing, and all license fees ( derechos de vigencia ) and penalties ( penalidades ) applicable to the Mining Concessions to the year 2023 inclusive, have been paid in full when due.

Except for those representations and warranties expressly set forth in this Clause 6.1 the Seller (including its representatives) makes no other representation regarding itself, the Company or the Business.

6.2 Buyer’s warranties

• (a) The Buyer is a corporation duly organized, validly existing and in good standing under the laws of Peru. The Buyer has the corporate power to own the Shares and to carry on its business as currently conducted.

• (b) The Buyer has the necessary corporate power and capacity to enter into this Agreement, to comply with the obligations established hereunder and to consummate the transactions contemplated herein. The Buyer represents and warrants that its signatories hereof are its duly empowered and authorized representatives, and there is no need for it to take any other action to authorize the execution, delivery, and performance of this Agreement and/or the obligations provided herein.

• (c) The Buyer is an entity with knowledge about the industry in which the Company operates, experienced in the management of similar businesses and with capability to afford the purchase price of the Shares hereunder. The Buyer has, made its own analysis and decision to enter into this Agreement.

• (d) It has the necessary and sufficient funds to pay the total Purchase Price.

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Except for those representations and warranties expressly set forth in this Clause 6.2 the Buyer (including its representatives) makes no other representation regarding itself.

7 Indemnification and Breach

7.1 Indemnification by the Seller

The Seller shall indemnify the Buyer, and hold it harmless from and against all losses, damages, liabilities, fines, penalties, sanctions, interests, costs, and/or expenses suffered or incurred by the Buyer based upon, arising out of, with respect to or by reason of:

• (a) any inaccuracy in or breach of any of the representations or warranties of the Seller contained in Clause 6.1;

• (b) failure to disclose any matter that could materially and adversely affect the Buyer’s ability to continue conducting the Business as currently conducted, and

• (c) any breach or non-fulfilment of any covenant, agreement, or obligation to be performed by the Seller under this Agreement.

7.2 Indemnification by the Buyer

The Buyer shall indemnify the Seller, and hold it harmless from and against all losses, damages, liabilities, fines, penalties, sanctions, interests, costs, and/or expenses suffered or incurred by the Seller based upon, arising out of, with respect to or by reason of:

• (a) any inaccuracy in or breach of any of the representations or warranties of the Buyer contained in Clause 6.2; and

• (b) any breach or non-fulfilment of any covenant, agreement, or obligation to be performed by the Buyer under this Agreement.

7.3 Limitation of Liability

• (a) The maximum aggregate liability of the Seller under Clause 7.1. shall not exceed the Purchase Price.

• (b) The maximum aggregate liability of the Seller under Clause 7.2. shall not exceed the Purchase Price.

• (c) In no event shall any indemnifying Party be liable to any indemnified Party for any punitive, exemplary, incidental, consequential, special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or revenue or any damages based on any type of multiple.

• (d) Notwithstanding the foregoing, none of the foregoing limitations shall apply to indemnity claims for fraud or willful misconduct.

7.4 Buyer’s Knowledge

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• (a) The Seller shall not be liable in respect of any claim if and to the extent that the facts, matters or circumstances giving rise to the claim were known by the Buyer’s Group or by any of its directors, officers, employees or agents or financial, accounting or legal advisers involved in negotiating of this Agreement or could have been discovered (whether by investigation made by or on behalf of the Buyer about the affairs of the Business) from the information disclosed in the Data Room and the Disclosure Letter prior to signing this Agreement.

• (b) The Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, social conditions, liabilities and results of works conducted in the Tres Cruces Project, considering, among others, the information disclosed in the Data Room and the Disclosure Letter and, in making the determination to proceed with the transactions contemplated by this Agreement, has relied solely on the results of its own independent investigation. Without limiting the generality of the foregoing, the Buyer hereby acknowledges and agrees that neither the Seller nor any other Person (i) has made a representation or warranty to the Buyer, and (ii) shall be subject to any liability or any indemnification claim by the Buyer, for any inaccuracy, misstatement or omission with respect to any estimates, forecasts, projection or other predictions for the Tres Cruces Project.

7.5 Breach of Purchase Price payment

The Parties agree that Buyer’s failure to comply with the payment of the Purchase Price in the terms and opportunities stated in Clause 3 shall lead to the termination of this Agreement and the reversion of the transfer of ownership of the Shares. If so, (i) the Shares will immediately return to the Seller as a consequence of such termination; (ii) the Buyer will pay the Seller CAD$90,000.00 as penalty for the termination of the Agreement, which amount the Seller shall deduct from the amount to be reimbursed to the Buyer as the Purchase Price already paid by the Buyer; (iii) the Seller shall reimburse the Buyer the amounts paid as Purchase Price by Buyer minus the CAD$90,000.00 penalty referred to in Clause 7.5(ii); and (iv) Buyer will indemnify and hold Seller and the Company harmless from any direct or indirect losses, liabilities, obligations and/or damages caused to Seller and or the Company in relation to taxes and or any other tax related obligations, including fines, penalties, sanctions, interests, costs, and/or expenses generated in Peru and or Canada to the Seller, the Company and/or any of the Seller´s Group, as applicable, as a consequence of the termination of the Agreement and restitution of the Shares to the Seller.

8 Notices

• 8.1 Any notice or other communication in connection with this Agreement (each, a “ Notice ”) shall be:

• (a) In writing and in English; and

• (b) Effective upon receipt and shall be deemed to have been received (i) at the time of delivery when delivered by hand (with written confirmation of receipt) or courier; (ii); (iii) if sent by e-mail, at the time the email is sent by e-mail (with confirmation of transmission and provided that receipt shall not occur if the sender receives an automated message that the e-mail has not been delivered to the recipient ); or (iv) on the date delivered if delivered by a notary.

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• 8.2 A Notice that is deemed to be received after 5.00 p.m. on any day, or on a Saturday, Sunday or public holiday in the place of receipt, shall be deemed to be received at 9.00 a.m. on the next day that is not a Saturday, Sunday or public holiday in the place of receipt.

• 8.3 For the purposes of this Clause 8, all references to time are to local time in the place of receipt. For the purposes of Notices by e-mail, the place of receipt is the place in which the party to whom the Notice is sent has its postal address for the purpose of this Agreement.

• 8.4 A Notice to the Seller shall be sent to the following address, or to such other person or address as the Seller may notify to the Buyer from time to time:

687211 BRITISH COLUMBIA LTD.

Address : Steppe Gold Ltd. Shangri-La office, Suite 1201, Olympic street 19A Sukhbaatar District 1, Ulaanbaatar 14241 Mongolia Email : [Redacted] Attention : Jeremy South

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

Address : Fasken Martineau DuMoulin LLP 350 7th Avenue SW, Suite 3400 Calgary, AB T2P 3N9 Email : sgingrich@fasken.com Attention : Sarah Gingrich

• 8.5 A Notice to the Buyer shall be sent to the following address, or to such other person or address as the Buyer may notify to the Seller from time to time:

BOROO PTE LTD.

Address : 12 Marina View #23-09 Asia Square Torre 2, Singapore 018961 Email : [Redacted] Attention : Dulguun Erdenebaatar

9 Other Provisions

9.1 Applicable Laws

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Peru.

9.2 Dispute Resolution

Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

9.3 Waiver and amendment

No provision of this Agreement may be amended, waived, or otherwise modified, unless it is in writing and signed by all Parties.

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9.4 Severability

If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability, and shall not affect any other provisions hereof or the validity, legality, or enforceability of such provision in any other jurisdiction.

9.5 Remedies

Any and all remedies herein expressly conferred upon a Party will be deemed cumulative with, and not exclusive of, any other remedy expressly conferred hereby, and the exercise by a Party of any one of such remedies will not preclude the exercise of any other such remedy.

9.6 Assignment

None of the Parties shall be entitled to assign this Agreement to any other person without the prior written consent of the other Party. Notwithstanding, the Seller shall be entitled to assign its collection rights with respect to the Purchase Price to any entity of the Seller’s Group. Hereby, the Buyer provides its prior authorization to any such assignment and transfer, which shall become effective upon delivery by the Seller of a written notice to the Buyer as set forth in article 1215 of the Peruvian Civil Code.

9.7 Additional provision

The Parties are not required to complete the sale and purchase of the Shares unless the conditions precedent as set forth in Sections 6.1, 6.2 and 6.3 of the Share Exchange Agreement have been satisfied or waived, in whole or in part, by the mutual consent of each of the Parties, other than Section 6.2(f) of the Share Exchange Agreement, and such conditions precedent which, by their nature, are to be satisfied by the Closing Date.

9.8 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by electronic mail) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed, electronic mail or similar executed electronic copy of this Agreement and such electronic mail or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

9.9 Surving clauses

The following clauses will survive the termination of this Agreement: Clause 3.2(d), Clause 5.1(d), Clause 7.5, Clause 8 (Notices), Clause 9.1 (Applicable Laws) and Clause 9.2 (Dispute Resolution).

In witness whereof, the Parties have executed this Agreement.

[The remainder of this page has been intentionally left blank. Signature page follows.]

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Signature page of the Share Purchase Agreement dated April 11, 2024, between 687211 BRITISH COLUMBIA LTD., acting as Seller, and BOROO PTE LTD., acting as Buyer.

SIGNED by Jeremy South, on behalf of 687211 BRITISH COLUMBIA LTD. :

(signed) “ Jeremy South ” Signature

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Signature page of the Share Purchase Agreement dated April 11, 2024, between 687211 BRITISH COLUMBIA LTD., acting as Seller, and BOROO PTE LTD., acting as Buyer.

SIGNED by Dulguun Erdenebaatar on behalf of BOROO PTE. LTD.

(signed) “ Dulguun Erdenebaatar ” Signature

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SCHEDULE 1 MINING CONCESSIONS COMPRISING THE TRES CRUCES PROJECT

[Redacted – Commercially Sensitive Information]

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