Trigon Metals Inc.

THIS FIRST SUPPLEMENTAL WARRANT INDENTURE is effective as of the 13[th] day of October, 2020 (the “ Effective Date ”)

B E T W E E N:

a corporation incorporated under the laws of Canada

(hereinafter called the “ Company ”)

A N D

TSX TRUST COMPANY

a trust company continued under the laws of Canada and registered to carry on business in the Province of Ontario

(hereinafter called the “ Warrant Agent ”)

WHEREAS:

A. The Corporation and the Warrant Agent executed a warrant indenture (the “ Warrant Indenture ”) dated as of September 24, 2020 providing for the issue of up to 8,214,450 Warrants (as defined in the Warrant Indenture), of which 6,919,499 Warrants were issued on September 24, 2020.
B. Section 7.1 of the Warrant Indenture provides for the creation of indentures supplemental to the Warrant Indenture for the purposes of issuing additional Warrants under the Warrant Indenture and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of counsel.
C. The Corporation has determined to amend the Warrant Indenture to provide for issuance of a second tranche of Warrants on the Effective Date.
D. The Warrant Agent is authorized and directed to enter into this Supplemental Indenture and to hold all rights, interests and benefits contained herein for and on behalf of those persons who are holders of Warrants issued pursuant to the Warrant Indenture as modified by this Supplemental Indenture from time to time.

NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, and the parties hereto agree as follows:

This Supplemental Indenture is supplemental to the Warrant Indenture and the Warrant Indenture will henceforth be read in conjunction with this Supplemental Indenture and all the provisions of the Warrant Indenture, except only insofar as the same may be inconsistent with the express provisions hereof, will apply and have the same effect as if all the provisions of the Warrant Indenture and of this Supplemental Indenture were contained in one instrument and the expressions used herein will have the same meaning as is ascribed to the corresponding expressions in the Warrant Indenture.

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On and after the date hereof, each reference to the Warrant Indenture, as amended by this Supplemental Indenture, this indenture”, “herein”, “hereby”, and similar references, and each reference to the Warrant Indenture in any other agreement, certificate, document or instrument relating thereto, will mean and refer to the Warrant Indenture as amended hereby. Except as specifically amended by this Supplemental Indenture, all other terms and conditions of the Warrant Indenture will remain in full force and unchanged.
The Warrant Indenture is hereby amended as follows:
- (a) deleting the definition of “Closing Date” in Section 1.1 of the Warrant Indenture and replacing it with:
  - “ Closing Date ” means the closing date of the Offering, in one or more tranches, the first closing being on September 24, 2020 and the second closing being on October 13, 2020;
- (b) deleting the definition of “ Time of Expiry ” in Section 1.1 of the Warrant Indenture and replacing it with:
  - “ Time of Expiry ” means 5:00 p.m. (Toronto time) on the date that is three (3) years following the applicable Closing Date;
- (c) replacing “Time of Expiry” in Section 1.9 of the Warrant Indenture with “latest Time of Expiry”;
- (d) replacing “January 25, 2021” in the first sentence of Section 3.2 of the Warrant Indenture with “the date that is four months and one day following the applicable Closing Date” and replacing each subsequent reference to “January 25, 2021” in Section 3.2 of the Warrant Indenture with “[date that is four months and one day following the issue date] ”;
- (e) replacing each reference to “September 24, 2023” in the Warrant Indenture with “[date that is three years following the issue date] ”;
- (f) replacing “Time of Expiry” in Section 9.6 of the Warrant Indenture with “latest Time of Expiry”;
- (g) replacing each reference to “January 25, 2021” in Schedule A to the Warrant Indenture with “[date that is four months and one day following the issue date] ”; and
- (h) replacing each reference to “September 24, 2023” in Schedule A to the Warrant Indenture with “[date that is three years following the issue date] ”.
The Warrants issued and outstanding shall be deemed to include the amendments as set forth herein, without any further action of the Warrantholders or surrender or exchange of their certificated Warrants.

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The Warrant Indenture is and continues to be in full force and effect, unamended, except as provided herein, and the Corporation hereby confirms the Warrant Indenture in all other respects.
This Supplemental Indenture will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and is binding upon the parties hereto and their respective successors and assigns.
This Supplemental Indenture may be simultaneously executed in several counterparts, and by facsimile or other electronic reproduction, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set out at the top of the first page of this Supplemental Indenture.

[signature page follows]

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IN WITNESS WHEREOF the parties have executed this First Supplemental Warrant Indenture under the hands of their proper officers in that behalf.