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Trigon Metals Inc. M&A Activity 2025

Dec 29, 2025

44704_rns_2025-12-29_2d389996-e9b5-41b7-944d-1ff6feb8c216.pdf

M&A Activity

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FIRST AMENDMENT TO THE SHARE PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO THE SHARE PURCHASE AGREEMENT (the “Amendment”) is dated as of the 23rd day of December 2025, between Trigon Metals Inc. (“Trigon”), Kamino Minerals Limited (the “Purchaser”), and Horizon Corporation Limited (“Horizon”).

WHEREAS Trigon, the Purchaser and Horizon are desirous of amending certain terms of the Share Purchase Agreement dated May 27, 2025 (the “Original Agreement”);

NOW FOR VALUABLE CONSIDERATION the receipt and sufficiency are hereby acknowledged, it is agreed as follows:

  1. Capitalized terms used in this Amendment and not defined herein shall have the meaning ascribed to such term in the Original Agreement.

  2. Section 2.3(4) in the Original Agreement is deleted in its entirety and replaced with the following:

“As further consideration for the Purchased PNT Shares, the Purchaser shall make an additional cash payment (the “Production Payment”) to Trigon thirty (30) days following the “Copper Stream Step-Down Date” (the “Production Payment Date”) as defined in the Metals Purchase and Sale Agreement, as may be updated and/or amended, which payment shall be calculated in accordance with Schedule C. In the event that the Purchaser is not in default of any of its payments to Trigon hereunder on the Production Payment Date, the Purchaser shall be entitled to offset against the Production Payment all amounts outstanding under the Horizon Loan Agreement (including accrued interest) which do not constitute Project Loan Amounts (such amounts herein referred to as “Non-Project Loan Amounts”). Any Non-Project Loan Amounts offset hereunder against the Production Payment shall be reduced from the remaining amounts owing under the Horizon Loan Agreement.”

  1. Schedule “C” in the Original Agreement is deleted in its entirety and replaced with the following:

“SCHEDULE C

SECTION 2.4 CALCULATION

An additional follow-on payment (the “Follow-On Payment”) will be made by the Purchaser on the “Copper Stream Step-Down Date” as defined in the Metals Purchase and Sale Agreement, and such updates and amendments thereto. Calculation of this payment amount is subject to the following matrix:


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LME 3-month Cu price (USD/Tonne) at the close on the LME on the date preceding the Copper Stream Step-Down date <9,000 9,000 ≤ 10,000 >10,000 ≥15,000 *
Payment to Trigon on the Copper Stream Step-Down Date USD$3,500,000 USD$8,000,000 USD$13,000,000 N/A
Payment to Trigon on the 1^{st} anniversary of the Copper Stream Step-Down Date 0 0 0 N/A
Payment to Trigon if Copper Price Milestone (as defined below) is achieved (expedited scenario*) 0 0 0 USD$8,000,000
Payment to Trigon on 1^{st} anniversary of Copper Price Milestone being achieved (expedited scenario*) 0 0 0 USD$5,000,000

*Expedited scenario is not additional to other Follow-On Payments, nor is it subject to achievement of the Copper Stream Step-Down Date. The average LME Cu 3-month closing price for a period of 30 consecutive calendar days must be greater than USD$15,000 per tonne (the "Copper Price Milestone").

The Follow-On Payments shall be paid by the Purchaser to Trigon within 30 days of the applicable aforementioned conditions being satisfied. Section 2.6 of this Agreement shall apply to any default of payment of any Follow-On Payment other than failure to make the payment of the USD$8,000,000 payment due in the expedited scenario, if the Copper Price Milestone is achieved, shall result in an interest rate of 15% per annum on the basis of a year of 360 days and calculated, compounded and paid monthly in arrears starting on the first date that the mill at the Kombat mine processes 1,500 tonnes per day until such payment and all applicable interest is paid by the Purchaser to Trigon.

For removal of doubt, interest only accrues after both the Copper Price Milestone is reached and 1,500 tonnes per day or more are processed through the mill at the Kombat Mine."

  1. In the event of any inconsistency or conflict between the provisions of the Original Agreement, as amended from time to time, and the Horizon Loan Agreement, the provisions of the Original Agreement, as amended from time to time, shall prevail to the extent of such inconsistency or conflict.

  2. This Amendment may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic (i.e., "pdf")


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transmission shall be as effective as delivery of a manually executed counterpart hereof.

  1. This Amendment shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors and assigns.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF this Amendment has been executed by the Parties hereto on the date first above written.

TRIGON METALS INC.

By: (signed) Jed Richardson
Authorized Signatory
Name: Jed Richardson
Title: Chief Executive Officer

KAMINO MINERALS LTD.

By: (signed) "Simon Burt"
Authorized Signatory
Name: Simon Burt
Title: Director

HORIZON CORPORATION LIMITED

By: (signed) "Bradley Rawson"
Authorized Signatory
Name: Bradley Rawson
Title: Director

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