Exhibit 99.1

Form 51-102F3

MATERIAL CHANGE REPORT

Endeavour Silver Corp. (the “Company” or “Endeavour”)

Suite 1130 – 609 Granville Street

Vancouver, British Columbia

V7Y 1G5

April 1, 2025

News releases describing the material changes were disseminated by the Company on April 1, 2025 through GlobeNewswire and copies were subsequently filed on SEDAR+.

On April 1, 2025, the Company announced that it had entered into a definitive share purchase agreement (the “Share Purchase Agreement”) to acquire all of the outstanding shares of Compañia Minera Kolpa S.A. (“Minera Kolpa”), and its main asset the Huachocolpa Uno Mine (“Kolpa”), from subsidiaries of its shareholders Arias Resource Capital Management and Grupo Raffo in exchange for total consideration of US$145 million comprised of US$80 million cash and US$65 million payable in Endeavour shares (the “Transaction”). Minera Kolpa’s main asset is the Huachocolpa Uno Mine (“Kolpa”)

The cash component of the Transaction consideration will be funded through a combination of net proceeds from a new copper purchase agreement on copper produced from Kolpa (the “ Copper Stream Agreement”) with Versamet Royalties Corporation (“Versamet”), a bought deal financing consisting of Endeavour shares (“Common Shares”), and cash on hand.

Share Purchase Agreement

On April 1, 2025, the Company announced that it had entered into the Share Purchase Agreement to acquire all of the outstanding shares of Minera Kolpa, and its main asset Kolpa, from subsidiaries of its shareholders Arias Resource Capital Management and Grupo Raffo in exchange for total consideration of US$145 million comprised of US$80 million cash and US$65 million payable in Common Shares. The number of Common Shares to be issued is based on a deemed price of US$4.618 per share, being the volume weighted average price of Common Shares on the New York Stock Exchange (“NYSE”) for the 10 business days immediately preceding the date of signing of the Share Purchase Agreement.

In addition, as part of the purchase consideration, Endeavour agreed to pay up to an additional US$10 million in contingent payments payable in cash in increments of US$500,000 for each 1 million silver equivalent (“AgEq”) ounces defined above 100 million AgEq ounces across proven, probable, measured, indicated and inferred categories in any National Instrument 43-101 – Standards of Disclosure for Mineral Projects technical report within 24 months of closing of the Transaction.

As part of the Transaction, Minera Kolpa’s net debt, which was approximately US$20 million at the end of 2024, will remain outstanding and payable by Minera Kolpa. Minera Kolpa holds project and credit facilities with Banco Santander Peru SA and Banco BTG Pactual S.A. (collectively the “Credit Facilities”). As at December 31, 2024, the Credit Facilities are comprised of a US$15 million term loan bearing interest at SOFR + 5.5% and repayable in March 2029, and a US$27 million short term loan, of which US$12.6 million was outstanding, bearing interest at 8.55% and repayable in May 2026.

The Transaction also includes the acquisition of certain other assets and assumption of certain other liabilities in addition to those described above and includes customary net debt and working capital adjustments which will be made within 60 days following closing of the Transaction.

The cash component of the Transaction consideration will be funded through a combination of net proceeds from the Copper Stream Agreement, a bought deal financing consisting of Common Shares and cash on hand. As at December 31, 2024, Endeavour had US$106.4 million in cash and equivalents.

All Common Shares issued as consideration in the Transaction will be subject to a hold period under applicable Canadian securities laws, which will expire four months plus one day from closing of the Transaction.

Copper Stream Agreement

The Company, through a wholly-owned subsidiary (the “Stream Seller”), entered into the Copper Stream Agreement with reference to copper production from Kolpa with Versamet to fund a portion of the cash consideration due in the Transaction.

Pursuant to the terms of the Copper Stream Agreement, Versamet will provide a deposit of US$35 million (the “Deposit”) as prepayment to Endeavour, concurrent with closing of the Transaction. Following the closing date, Versamet agrees to purchase from the Stream Seller, by way of refined copper warrants (“LME Warrants”), the greater of: i) refined copper equal to 95.8% of produced copper (irrespective of the copper payable under the relevant offtake agreement), and ii) refined copper equal to 0.03 pounds per pound of produced lead. Once 6,000 tonnes of refined copper have been delivered, Versamet agrees to purchase 71.85% of produced copper from the Stream Seller. Once 10,500 tonnes of refined copper have been delivered, Versamet agrees to purchase from the Stream Seller 47.9% of produced copper.

Versamet will purchase refined copper at a purchase price equal to the spot price of refined copper for each metric tonne delivered. For each purchase, Versamet will pay 10% of the spot price of refined copper in cash, and the Deposit will be reduced by 90% of the spot price. Once the balance of the Deposit is reduced to zero, Versamet will pay the Stream Seller 10% of the spot price for LME Warrants.

Endeavour provided Versamet with a right of first refusal in respect of the sale or transfer of any royalty, stream or similar interest in respect of minerals from Kolpa. The Copper Stream Agreement will be secured by an equity pledge of the Stream Seller in Kolpa, which Versamet has agreed to subordinate in favor of future financiers of Kolpa.

The Copper Stream Agreement also provides Versamet with a right to purchase an additional stream interest equivalent to up to 2.2% of the total revenue in future discoveries of mineral deposits at Kolpa that are processed through a new mineral processing facility with nameplate capacity of not less than 15,000 tonnes per day.

Payment of the Deposit and the obligation to deliver LME Warrants is subject to the satisfaction of customary conditions.

Offering

On April 1, 2025, the Company entered into an agreement with a syndicate of underwriters (the “Underwriters”) led by BMO Capital Markets pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 10,320,000 Common Shares at a price of US$3.88 (the “Offering Price”) for aggregate gross proceeds of approximately US$40 million (the “Previously Announced Offering”).

The Company subsequently announced, also on April 1, 2025, that it would upsize the Previously Announced Offering with the Underwriters to 11,600,000 Common Shares at the Offering Price, for gross proceeds of approximately US$45 million (the “Offering”). The Company granted the Underwriters an option, exercisable at the Offering Price for a period of 30 days following the closing of the Offering, to purchase up to an additional US$5 million of Common Shares to cover over-allotments, if any.

The Common Shares will be offered by way of prospectus supplement to the Company’s short form base shelf prospectus (the “Base Shelf Prospectus”), as accompanied by a prospectus supplement, in all of the provinces of Canada, excluding Quebec. The Common Shares will also be offered pursuant to a prospectus supplement to a base shelf prospectus forming part of the Company’s registration statement on Form F-10 (together with any amendments thereto, the “Registration Statement”) registering the Common Shares under the United States Securities Act of 1933, as amended, pursuant to the Multi-Jurisdictional Disclosure System adopted by the United States and Canada. The Common Shares may also be offered on a private placement basis in certain jurisdictions outside of Canada and the United States pursuant to applicable prospectus exemptions.

Approvals and Timing

The Transaction and the Offering have been approved by the board of directors of Endeavour.

Closing of the Transaction remains subject to TSX and NYSE regulatory approvals, as well as customary closing conditions for a transaction of this kind.

The Offering is expected to close on or about April 8, 2025 and is subject to Endeavour receiving all necessary regulatory approvals, including the approval of the TSX and the NYSE.

Not applicable.

Not applicable.

No information has been omitted on the basis that it is confidential information.

The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is:

Elizabeth Senez
Chief Financial Officer
Tel: 236-558-7168

April 2, 2025

Exhibit 99.2

ENDEAVOUR SILVER CORP.

as the Parent

and

KOLPA CANADA LTD.

as the Purchaser

and

THE PERSONS IDENTIFIED AS “VENDORS”

ON THE SIGNATURE PAGES HERETO

as the Vendors

SHARE PURCHASE AGREEMENT

April 1, 2025

THIS FORM OF AGREEMENT IS NOT INTENDED TO CREATE, NOR WILL IT CREATE OR BE DEEMED TO CREATE, A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE, UNLESS AND UNTIL AGREED TO AND EXECUTED BY ALL OF THE PARTIES HERETO.

TABLE OF CONTENTS

Page

ADDENDA

Exhibit A [Redacted - Commercially Sensitive Information - Purchased Sales, Pro Rata Portion and Purchase Price Allocation] 

Exhibit B [Redacted - Commercially Sensitive Information - Required Consents]

Exhibit C [Redacted - Commercially Sensitive Information - Form of Escrow Agreement]

Exhibit D [Redacted - Commercially Sensitive Information - Concessions]

Exhibit E [Redacted - Commercially Sensitive Information - Calculations for Contingent Consideration]

Exhibit F [Redacted - Commercially Sensitive Information - Independent Qualified Persons] 

Exhibit G [Redacted - Commercially Sensitive Information - Concessions]

Exhibit H [Redacted - Commercially Sensitive Information - Concessions] 

Exhibit I [Redacted - Commercially Sensitive Information - Determination and Payment of Income Tax] 

Exhibit J [Redacted - Commercially Sensitive Information - Specific Indemnity]

SHARE PURCHASE AGREEMENT

Share Purchase Agreement dated as of April 1, 2025 by and among ENDEAVOUR SILVER CORP. (the “Parent”), KOLPA CANADA LTD. (the “Purchaser”) and the Persons identified as “Vendors” on the signature pages hereto (collectively, the “Vendors”).

WHEREAS, each Vendor owns, and will own immediately prior to Closing, the number and type of shares in the capital of COMPAÑÍA MINERA KOLPA S.A. (the “Corporation”), set out opposite the name of such Vendor on Exhibit A hereto, collectively representing 100% of the issued and outstanding shares of the Corporation (the “Purchased Shares”);

AND, WHEREAS, the Purchaser wishes to purchase from the Vendors, and the Vendors wish to sell, assign and transfer to the Purchaser, on the Closing Date, all of the Purchased Shares on and subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each Party), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

As used in this Agreement, the following terms have the following meanings:

“2024 Reserve and Resource Update” means the October 2024 mineral reserves and resources update set forth in Section 1.1 of the Disclosure Letter.

“Access Right” means any and all property rights, easements, rights-of-way, surface rights, permits, licenses, Authorizations, Contract rights, rights of use, possession rights, and other rights (including those acquired or held by custom or by prescription) necessary for or related to ingress, egress, the construction, maintenance, or operation of roads, utilities, pipelines, power facilities, communication facilities, transportation routes, and any other associated or ancillary facilities, improvements, or infrastructures, whether such rights exist now or may be required in the future, and regardless of whether they arise under or relate to any Leased Real Property, Owned Real Property, Material Contract, Owned Mining Concessions, Leased Mining Concessions or any other agreement or instrument.

“Actual Closing Net Debt” means the aggregate Net Debt of the Group Companies as of the Effective Time as set out in the Closing Statements.

“Actual Closing Working Capital” means the Working Capital as of the Effective Time as set out in the Closing Statements.

“Actual Exploration Drilling Expense” means the actual amount of drilling exploration expenditures the Corporation has incurred and spent for two consecutive 12-month periods commencing on the Closing Date, including without limitation, all costs and expenses incurred and monies expended pursuant to the following: (a) in doing geophysical, geochemical, land or geological examinations and surveys on the Owned Mining Concessions or Leased Mining Concessions; (b) in connection with surface or underground prospecting, exploring, drilling, sampling, assaying or metallurgical testing; (c) in paying wages and salaries of Persons involved in drilling operations on the Owned Mining Concessions or Leased Real Property; (d)   to maintain the Owned Mining Concessions or Leased Mining Concessions in good standing, standing, excluding payments related to the good standing fees (derechos de vigencia) and production penalties with respect to the Owned Mining Concessions or the Leased Mining Concessions; (e) carrying out mineral, soil, water, or other testing in connection to any drilling operations; (f) in preparing engineering, geological or environmental studies and/or reports and test work related to drilling operations; (g) accounting, legal and administration costs in relation to the maintenance of the Owned Mining Concessions or Leased Mining Concessions; (h) in supplying food, lodging and other reasonable needs for personnel involved in drilling operations at the Owned Real Property or Leased Mining Concessions; (i) payments to contractors or consultants for work done, services rendered or materials supplied.

“Actual Transaction Expenses” means the Transaction Expenses as of the Effective Time as set out in the Closing Statements.

“Adjustment Date” has the meaning set forth in Section 2.7(2)(a).

“Adjustment Escrow Amount” means $5,000,000.

“Adjustment Escrow Fund” means the Adjustment Escrow Amount, together with any income earned on such amount, which shall be held and released by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement.

“Adjustment Statement” means the statement delivered by the Vendors to the Purchaser Parties which sets out a sample calculation of the Purchase Price for illustrative purposes only, together with the assumptions and methodology for the calculation of the Estimated Purchase Price and the Purchase Price, and the elements thereof, as set out in the Excel file titled “Project Kuna – Adjustment Statement”. For certainty, the Adjustment Statement will not be binding on the Parties except to the extent they reflect calculation procedures and not a particular result.

“Affiliate” means, with respect to a Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person.

“AgEq oz” has the meaning set forth in Section 2.8(1) .

“AgEq oz Threshold” has the meaning set forth in Section 2.8(1) .

“Agreement” means this share purchase agreement.

“Alternative Transaction” has the meaning set forth in Section 5.1(4).

“AML Laws” has the meaning set forth in Section 3.1(22)(c).

“Anti-Corruption Laws” has the meaning set forth in Section 3.1(22)(a).

“Antitrust Authority” means Instituto Nacional de Defensa de la Competencia y de la Propiedad Intelectual (INDECOPI).

“Antitrust Clearance” means the receipt by the Purchaser of any mandatory approval under Law No. 31112 and its regulations granted by the Antitrust Authority prior to the consummation of the transactions contemplated by this Agreement.

“Area of Interest” means the lands, claims, leases, concessions, licenses, permits, or other mineral rights set out in Exhibit D of this Agreement, which for certainty includes the Yen Mine and Chonta Mine.

“Assets” means all property and assets of the Group Companies of every nature and kind, and wheresoever situated.

“Authorization” means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

“Business” the business and operations currently carried on by the Group Companies, including the exploration, development and operation of the Mines.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which banks are closed for business in Lima, Peru and Vancouver, Canada.

“Canadian Vendor” means Kolparc Canada L.P.

“Canadian Vendor Income Tax” means the Peruvian income Tax on capital gains, if any, arising as a consequence of the transfer of the Purchased Shares held by the Canadian Vendor to the Purchaser, which will be calculated as set forth in Section 3 of Exhibit I.

“Cap” has the meaning set forth in Section 10.4(2).

“Cash” means the aggregate cash and cash equivalents of any kind (including bank account balances, marketable securities, short term investments and cleared checks) of the Group Companies, calculated in accordance with the Adjustment Statement.

“Chonta Mine” means the underground mine located in the area described in Exhibit G within the area covered by the mining concessions owned by the Chonta Mine Owner described in Exhibit G and operated by the Chonta Mine Operator under the Chonta Mining Lease Agreement.

“Chonta Mine Operator” means Explotación Minera Chonta S.A.C.

“Chonta Mine Owner” means Sociedad Minera Chonta S.A.C.

“Chonta Mining Lease Agreement” means the mining lease and option agreement (Contrato de Cesión Minera y Opción de Transferencia de Derechos Mineros) executed between the Chonta Mine Owner and the Chonta Mine Operator through a public deed dated January 12, 2023 and disclosed as a Material Contract in the Disclosure Letter.

“Chonta Share Option Agreements” means, collectively, (i) the Contrato de Opción de Compraventa de Acciones executed between Jaime Javier Sanchez Salas and the Corporation, with the intervention of the Chonta Mine Operator, on March 11, 2025; and (ii) the Contrato de Opción de Compraventa de Acciones executed between Carmen Manuel Renteria Rodriguez and the Corporation, with the intervention of the Chonta Mine Operator, on March 11, 2025.

“CIM” means the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as amended.

“Closing” means the completion of the transactions of purchase and sale contemplated in this Agreement.

“Closing Date” means: (1) the date that is five Business Days following the day on which the last of the conditions of Closing set out in Article 7 (other than those conditions that by their nature can only be satisfied as of the Closing Date) has been satisfied or waived by the appropriate Party; or (2) such earlier or later date as the Vendors and the Purchaser may agree in writing.

“Closing Statements” has the meaning set forth in Section 2.6(4) or Section 2.6(5), as the case may be.

“Confidentiality Agreement” means the non-disclosure agreement dated as of June 27, 2024 between Vendors, the Corporation and the Parent.

“Contingent Consideration” means the contingent consideration payable by the Purchaser to the Vendors pursuant to Section 2.8.

“Contingent Consideration Payment Date” has the meaning set forth in Section 2.8(8).

“Contingent Payment” has the meaning set forth in Section 2.8(1).

“Contingent Period” means the period commencing on the Closing Date and ending on the date that is 24 months following the Closing Date, subject to extension in accordance with Section 2.8.

“Contract” means all legally binding contracts, leases, deeds, mortgages, licences, instruments, notes, indentures, and other legally binding agreements, arrangements, understandings, commitments and undertakings.

“control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“Corporation” has the meaning specified in the recitals to this Agreement.

“Cost Basis Certificate” has the meaning set forth in Section 7.1(3)(m).

“Damages” means any losses, liabilities, damages or out-of-pocket expenses (including reasonable and documented legal fees and expenses) whether resulting from an action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third Person, including a Governmental Entity, or a cause, matter, thing, act, omission or state of facts not involving a third Person, but excluding any punitive or exemplary damages or losses, consequential, incidental or indirect damages or losses, and loss of profit (lucro cesante) or similar construction.

“Data Security and Privacy Requirements” means any and all (a) Laws with which any Group Company is required to comply relating to privacy, the processing of personal information, the security of personal information, data breach disclosure and notification.

“Deductible” has the meaning set forth in Section 10.4(2).

“Depletion Amount” means, at the time of determination, the total production, measured in AgEq oz, from the Area of Interest during the period commencing on the Closing Date to such time of determination, based on monthly operating reports of the Corporation for mined ore for each metal.

“Direct Claim” means any cause, matter, thing, act, omission or state of facts not involving a Third Party Claim which entitles an Indemnified Person to make a claim for indemnification under this Agreement.

“Disclosure Letter” means the disclosure letter dated as of the date of this Agreement and delivered by the Vendors to the Purchaser with this Agreement, as the same may be amended pursuant to Section 5.7(2) disclosing information constituting exceptions to the representations and warranties of the Vendors set forth in Article 3 and details of other matters referred to in this Agreement.

“Dispute Notice” has the meaning set forth in Section 2.6(2).

“Dispute Period” has the meaning set forth in Section 2.6(2).

“Draft Closing Statements” has the meaning set forth in Section 2.6(1).

“Effective Time” means 12:01 a.m. on the Closing Date.

“Employee Plans” means, collectively, all of the employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, change of control, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, agreements, arrangements or practices relating to the current or former directors, officers or employees of any of the Vendors or any of the Group Companies maintained, sponsored or funded by any of the Group Companies, whether funded or unfunded, insured or self-insured, registered or unregistered; provided, that “Employee Plans” shall not include government sponsored pension, medical insurance, parental insurance, employment insurance, workers’ compensation, and other similar plans.

“Encumbrances” means any encumbrance or restriction of any kind or nature whatsoever and howsoever arising (whether registered or unregistered) and includes a security interest, mortgage, easement, adverse ownership interest, defect on title, condition, right of first refusal, right of first offer, right-of-way, encroachment, building or use restriction, conditional sale agreement, hypothec, pledge, (garantía mobiliaria), deposit by way of security, hypothecation, assignment, charge, trust or deemed trust, voting trust or pooling agreement with respect to securities, any adverse claim, expropriation proceeding, grant of any exclusive licence or sole licence, or any other right, option or claim of others of any kind whatsoever, and includes any agreement to give any of the foregoing in the future, and any subsequent sale or other title retention agreement or lease in the nature thereof, affecting a Group Company, the Purchased Shares or the Assets.

“Environment” means all or any of the following (alone or in combination): air (including the air within buildings, ambient or indoor air, and the air within other natural or man-made structures); water (including water under or within land, surface waters, including navigable waters and ocean waters, and groundwater); soil; land (including surface or subsurface strata); stream sediments; all natural resources; plant, wildlife and any ecological systems and living organisms supported by any of those media.

“Environmental Laws” means all applicable Laws relating to pollution (or the cleanup thereof), endangered or threatened species, human health or safety or the protection of the Environment or to the use, handling, storage, transportation or disposal of, or exposure to, Hazardous Substances, and all Authorizations issued pursuant to such Laws.

“Environmental Permits” means all Authorizations required under Environmental Laws.

“Escrow Agent” means Blake, Cassels & Graydon LLP, or such other Person as may be appointed in replacement thereof pursuant to the terms of the Escrow Agreement.

“Escrow Agreement” means the escrow agreement dated as of the Closing Date between the Purchaser, the Vendors and the Escrow Agent, substantially in the form of Exhibit C.

“Estimated Closing Net Debt” has the meaning set forth in Section 2.2(3).

“Estimated Closing Working Capital” has the meaning set forth in Section 2.2(3).

“Estimated Purchase Price” means an amount equal to:

“Estimated Statements” has the meaning set forth in Section 2.2(3).

“Estimated Transaction Expenses” has the meaning set forth in Section 2.2(3).

“Exhibit” means an exhibit attached to this Agreement.

“Export Controls” has the meaning set forth in Section 3.1(22)(d).

“Financial Statements” means the audited consolidated financial statements of the Group Companies for the fiscal year ended December 31, 2023, consisting of consolidated statement of financial position, consolidated statement of income, consolidated statement of other comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and all notes thereto, together with a report of the auditors thereon.

“Financing” has the meaning set forth in Section 5.1(3).

“Force Majeure” means an event which, during any period while this Agreement is in effect, prevents or makes unattainable on a practical basis the performance of the obligations required by any Party, where the cause of such event is reasonably beyond the control of the Party, and shall include: labour disputes (however arising and whether or not employee demands are reasonable or within the power of the Party to grant); acts of God; applicable Law; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of applicable Law (including Environmental Law); acts of war or terrorism or conditions arising out of or attributable to war, whether declared or undeclared, or terrorism, riot, civil strife, pandemic, epidemic, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather conditions; delay or failure by suppliers or transporters of materials, parts, supplies, services or equipment or by contractors’ or subcontractors’ shortage of, or inability to obtain labour, transportation, materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; delays relating to claims made by indigenous groups; interference by indigenous groups, indigenous rights groups, environmentalists or other activists; inability to obtain any license, permit or other authorization that may be required (provided the Party is pursuing such licences, permits or other authorizations diligently); or any other cause whether similar or dissimilar to the foregoing which prevents or makes unattainable on a practical basis the performance of the obligations required by any Party, but for greater certainty shall not include the inability of any Party to raise its own financing to meet its obligations hereunder, nor the willful misconduct or gross negligence of any Party.

“Governmental Entity” means: (1) any governmental or public department, central bank, court, minister, governor-in-counsel, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local or other; (2) any subdivision or authority of any of the above; (3) any stock exchange; and (4) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“Group Companies” means, collectively, the Corporation and the Subsidiary, and “Group Company” means any one of them, as the context requires. For purposes of Article 3, Article 5, Article 6 and Article 10, “Group Companies” shall include the Chonta Mine Operator and the Yen Mine Operators, and “Group Company” means any one of the Corporation, the Subsidiary and the

Chonta Mine Operator, as the context requires.

“Hazardous Substances” means any chemicals, materials or substances that under Environmental Laws are defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “hazardous constituents”, “restricted hazardous materials”, “extremely hazardous substances”, “toxic substances”, “contaminants”, “pollutants”, “toxic pollutants”, or words of similar meaning and regulatory effect under any Environmental Law, including petroleum or petroleum-derived products, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls, and any material, substance or waste, whether in solid, liquid or gaseous forms.

“Huachocolpa Uno Mine” means the mining unit located in Huancavelica, Peru, which comprises the 116 exploration and exploitation mining concessions, four (4) mining claims and one (1) beneficiation concession (concesión de beneficio), all as more particularly set out in Section 1.1 of the Disclosure Letter.

“IFRS” means International Financial Reporting Standards issued by the International Accounting Standards Board as interpreted, construed and consistently applied in the Republic of Peru.

“Income Tax Claim” has the meaning set forth in Section 2.2(3).

“Indebtedness” of any Person means, without duplication, indebtedness for borrowed money, or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, whether current, or secured or unsecured, including:

provided, that Indebtedness with respect to the Group Companies shall not include: (a) accounts payable to trade creditors and accrued expenses arising in the Ordinary Course and included or otherwise reflected in the post-closing adjustment to the Purchase Price pursuant to Section 2.7; (b) Indebtedness between any of the Group Companies; and (c) Transaction Expenses. For the avoidance of doubt, “Indebtedness” of the Group Companies will be calculated in accordance with the Adjustment Statement.

“INDECOPI” means National Institute for the Defence of Competition and the Protection of Intellectual Property, is a Peruvian government agency that protects consumers, promotes competition, and safeguards intellectual property.

“Indemnified Person” means a Purchaser Indemnified Person or a Vendor Indemnified Person, as the context requires.

“Indemnifying Party” means a Party against which a claim may be made for indemnification under this Agreement, including pursuant to Article 10.

“Independent Accountant” has the meaning set forth in Section 2.6(3).

“Intellectual Property” means domestic and foreign intellectual property rights, including: (1) patents, applications for patents and reissues, divisionals, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (2) copyrights, copyright registrations and applications for copyright registrations; (3) designs, design registrations and design registration applications; (4) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trademarks, trademark registrations, trademark applications, trade dress and logos, and the goodwill associated with any of the foregoing; and (5) trade secrets and other confidential and proprietary information.

“Interim Balance Sheet Date” means September 30, 2024.

“Interim Financial Statements” means the unaudited consolidated financial statements of the Group Companies as at the Interim Balance Sheet Date, consisting of consolidated statement of financial position, consolidated statement of income, consolidated statement of other comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows.

“Interim Period” means the period between the close of business on the date of this Agreement and the Closing.

“Kolpa Technical Report” means the Huachocolpa Uno Preliminary Economic Assessment Project No. Project Number 0094 by LOM Consultants dated May 7, 2024.

“Laws” means any and all applicable: (1) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws; (2) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Entity; and (3) policies, guidelines, notices and protocols, to the extent that they have the force of law.

“Leased Mining Concessions” has meaning set forth in Section 3.1(11)(d).

“Leased Real Property” has meaning set forth in Section 3.1(11)(b).

“Lien” means any mortgage, charge, pledge, garantía mobiliaria, hypothec, security interest, assignment, lien (statutory or otherwise), easement, title retention agreement or arrangement, conditional sale, trust, deemed or statutory trust, restrictive covenant or other encumbrance of any nature which, in substance, secures payment or performance of an obligation.

“Material Adverse Effect” means any change, effect, event, occurrence or state of facts that, when considered either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the Business, the Mines or the operations, assets, liabilities (contingent or otherwise) or financial condition of the Group Companies, taken as a whole, except to the extent that the material adverse effect results from or is caused by: (1) general economic, political or regulatory conditions or events in any of the geographical areas in which the Group Companies operate; (2) any change in the financial, banking, credit, debt, currency or capital markets in general (whether in Canada, the United States, Peru or any other country or in any international market), including changes in interest rates, commodity prices or raw material prices; (3) conditions generally affecting any industry (or any segment thereof) or any market in which the Group Companies operate; (4) acts of God, natural disasters, pandemics, epidemics, national or international political or social conditions, including the engagement in hostilities, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war (including any escalation or worsening of war), or the occurrence of any military or terrorist attack or other force majeure event; (5) any changes in Laws, or accounting rules or principles including, for greater certainty, changes in IFRS; (6) the announcement or pendency of the transactions contemplated hereby, the identity of the Purchaser, the disclosure of the fact that the Purchaser is the prospective acquirer of the Group Companies, or any communication by the Purchaser or any of its Affiliates, including communications regarding the plans or intentions of the Purchaser with respect to the Group Companies, including the impact thereof, if any, on relationships with customers, suppliers, distributors, employees, Governmental Entities and any other Person with whom the Group Companies have a business relationship, except to the extent such communication is made with the prior consent of the Vendor or is required by applicable Law; (7) any act or omission of the Vendors or the Group Companies prior to the Closing Date taken with the consent or at the request of the Purchaser, or required by this Agreement; or (8) any failure of the Group Companies to meet any projections, forecasts, or revenue or earnings predictions for any period ending on or after the date hereof (provided, however, that the events, circumstances, changes or effects underlying any such failure shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); provided, that with respect to clauses (1) through (5), the exclusion shall not apply to the extent such matter has a materially disproportionate effect on the Group Companies, taken as a whole, relative to other comparable Persons operating in the markets and/or industries in which the Group Companies operate.

“Material Contract” has the meaning set forth in Section 3.1(12)(a).

“Mines” means, collectively, the Chonta Mine, the Huachocolpa Uno Mine and the Yen Mine.

“Minimum Claim Threshold” has the meaning set forth in Section 10.4(1).

“Minimum Exploration Drilling Expense” means the minimum amount of drilling exploration expenditures the Corporation must spend for two consecutive 12-month periods commencing on the Closing Date, being, in respect of each 12-month period, no less than $6,000,000.

“Net Debt” means the Indebtedness minus Cash.

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

“Notice” has the meaning set forth in Section 12.1(1).

“Notice of Claim” has the meaning set forth in Section 10.5(1).

“NYSE” means the New York Stock Exchange.

“Ordinary Course” means, with respect to an action taken by a Person, that such action is consistent with the past practices of such Person and is taken in the ordinary course of normal operations of such Person.

“Outside Date” means June 30, 2025, provided that the Vendors shall have the right, at their sole discretion, to extend the Outside Date for an additional period or term, as deemed necessary by the Vendors for the satisfaction of any outstanding condition prior to Closing, by providing notice in writing to the Purchaser indicating the new Outside Date.

“Owned Mining Concessions” has meaning set forth in Section 3.1(11)(c).

“Owned Real Property” has meaning set forth in Section 3.1(11)(a)

“Parent” has the meaning specified in the preamble to this Agreement.

“Parent Financial Statements” has the meaning set forth in Section 4.2(12).

“Parent Reports” has the meaning set forth in Section 4.2(11)(d).

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

“Parent Technical Report” means a report prepared and filed in accordance with NI 43-101 and Form 43-101F1 – Technical Report that includes, in summary form, all material scientific and technical information in respect of the subject property as of the effective date of the Parent Technical Report.

“Parties” means, collectively, the Parent, the Purchaser, the Vendors and any other Person that becomes a party to this Agreement.

“Permitted Encumbrances” means:

provided that in each case such Encumbrances would not, to the knowledge of the Vendors, be reasonably expected to have a Material Adverse Effect on the Business.

“Person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

“Peruvian Tax Authority” means the Superintendencia Nacional de Aduanas y Administración Tributaria.

“Peruvian Vendor” means GR Holding S.A.

“Post-Closing Tax Period” means any Tax or fiscal period beginning on or after the Closing Date and, with respect to a Straddle Period, the portion of such Tax or fiscal period beginning at the Effective Time.

“Pre-Closing Taxes” means, collectively: (1) any and all Taxes of the Group Companies relating to a Pre-Closing Tax Period; and (2) any and all Taxes for which any Group Company is liable as a result of being a member of (or leaving) an affiliated, consolidated, combined or unitary Tax group before the Effective Time; in each case, other than to the extent of any amount of Taxes included in the Actual Closing Working Capital as finally determined pursuant to this Agreement. For purposes of determining Pre-Closing Taxes in respect of a Straddle Period, Taxes shall be allocated in accordance with Section 6.2.

“Pre-Closing Tax Period” means any Tax or fiscal period beginning before and ending on or before the Closing Date, and, with respect to a Straddle Period, the portion of such Tax or fiscal period ending immediately before the Effective Time.

“Pro Rata Portion” means an allocation in proportion to each Vendor’s respective interest in the Purchased Shares, as set out on Exhibit A.

“Public Official” means any: (a) officer, employee, or agent employed by, representing or acting on behalf of a (i) Governmental Entity or public international organization or any department, agency or instrumentality thereof; (ii) legislative, administrative or judicial office, (iii) government owned or controlled enterprise or business and any (iv) licencing, permitting, concession-granting, approving or regulatory authority whether in relation to mining exploration, development, production or otherwise; (b) political party or party official, or any candidate for any political office; (c) individual who holds or performs the duties of an appointment, office or position created by custom or convention; (d) immediate family member, such as a parent, spouse, sibling, or child of a person described in (a), (b) or (c) above; or (e) person who holds themselves out to be an authorized representative or intermediary of anyone specified in (a), (b), (c) or (d) above.

“Purchase Price” has the meaning set forth in Section 2.2(1).

“Purchased Shares” has the meaning specified in the recitals to this Agreement.

“Purchaser” has the meaning specified in the preamble to this Agreement.

“Purchaser Fundamental Representations” means, collectively, the representations and warranties of the Purchaser in Section 4.1(1) (Incorporation and Qualification), Section 4.1(2) (Authorization) and Section 4.1(5) (Execution and Binding Obligation), and the representations and warranties of the Parent in Section 4.2(1) (Incorporation and Qualification), Section 4.2(2) (Authorization) and Section 4.2(5)(Execution and Binding Obligation).

“Purchaser Indemnified Persons” has the meaning set forth in Section 10.2.

“Purchaser Parties” means, together, the Purchaser and the Parent, and a “Purchaser Party” means either one of them, as the context requires.

“QP” has the meaning set forth in Section 2.8(5).

“REINFO” means the Registro Integral de Formalización Minera of Peru.

“Release Date” has the meaning set forth in Section 10.1(1).

“Report Delivery Deadline” has the meaning set forth in Section 2.8(4).

“Resource and Reserve Update” has the meaning set forth in Section 2.8(4).

“Royalties” means back-in rights, earn-in rights, rights of first refusal, royalties, overriding royalties, net profit interests, production payments or other payments on or out of the production.

“Sanctioned Person” means (i) any Person currently identified, listed or designated under the Sanctions, (ii) any Person organized, resident, doing business or operating in a country or territory that is, or whose government is, the subject of comprehensive country-wide or territory-wide Sanctions, or (iii) any Person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a Person described in clause (i) or (ii).

“Sanctions” means economic and financial sanctions Laws administered, enacted or enforced from time to time by Governmental Entities of Canada, the United States, Peru, European Union, or United Kingdom.

“Share Consideration” means an amount of Parent Shares equal to the quotient of: (i) Share Consideration Amount, divided (ii) by the 10-day volume weighted average price of the Parent Shares as reported on the NYSE on the trading day preceding the date of this Agreement (being $4.618 per Parent Share).

“Share Consideration Amount” means $65,000,000.

“Straddle Period” means any Tax or fiscal period that begins before and ends after the Closing Date.

“Subsidiary” means COMPAÑÍA TRASMISORA SUR ANDINO S.A.C.

“Subsidiary Shares” has the meaning set forth in Section 3.1(5).

“Support Agreement” means a Support Agreement between the Parent and the Persons who the Vendors have directed the Parent to issue the Share Consideration.

“Target Closing Net Debt” means $20,000,000.

“Target Closing Working Capital” means $(2,000,000).

“Tax Claim” has the meaning set forth in Section 6.4(1).

“Tax Contest” has the meaning set forth in Section 6.3(2).

“Tax Returns” means any and all returns, reports, declarations and elections, filed or required to be filed in respect of Taxes in accordance with applicable Laws, including, but not limited to, annual income tax returns, monthly value added tax and income tax returns, special mining tax and mining royalty tax returns, ultimate beneficial owner (beneficiario final) informative tax returns, and transfer pricing informative returns (local and master report).

“Taxes” means: (1) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity; and (2) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (1) above or this clause (2).

“Technical Information” means all material information and all know how owned, leased or licensed by a Group Company or in which a Group Company has a right, title or interest, or which is otherwise related to the Business or the Mines and which is in the possession or control of the Vendors or the Group Companies, including for greater certainty, the 2024 Reserve and Resource Update.

“Third Party Claim” means any action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Entity, against an Indemnified Person which entitles the Indemnified Person to make a claim for indemnification under this Agreement.

“Total Resource Estimate” has the meaning set forth in Section 2.8(1) .

“Transaction Expenses” means, without duplication: (1) all unpaid payment obligations of the Group Companies that become due solely as a result of the negotiation and consummation of the transactions contemplated hereby; (2) all change of control payments, transaction incentive payments (including Transaction Incentive Plan Expenses), bonuses, severance, termination and retention obligations, and similar amounts payable, for which any Group Company becomes liable in connection with the transactions contemplated by this Agreement; in each case calculated in accordance with the Adjustment Statement. For greater certainty, in no event shall Transaction Expenses include any amounts included in Indebtedness or current liability in Working Capital.

“Transaction Incentive Plan Expenses” means the expenses incurred by the Corporation to the Closing Date pursuant the Corporation’s transaction incentive plan as set forth in Section 1.1 of the Disclosure Letter

“Transmission Assets” means the Definitive Transmission Concession granted by Supreme Resolution N° 087-93-EM issued by the Peruvian Ministry of Energy and Mines on December 28,1993 with respect to the SE Ingenio – SE Caudalosa 60 kV Transmission Line (L-6644), the “Kolpa” 60/22 kV Power Substation, as amended, including all assets, rights, Access Rights and Authorizations related thereto.

“TSX” means the Toronto Stock Exchange.

“Upfront Consideration” means $80,000,000.

“Vendor Fundamental Representations” means, collectively, the representations and warranties of the Vendors: (1) relating to the Group Companies in Section 3.1(1) (Incorporation and Qualification), Section 3.1(5) (Authorized and Issued Capital) and Section 3.1(6)(No Other Agreements to Purchase); and (2) relating to the Vendors in Section 3.2(1) (Formation and Qualification), Section 3.2(2) (Authorization), Section 3.2(5) (Execution and Binding Obligation), Section 3.2(6) (No Other Agreements to Purchase) and Section 3.2(7) (Title to Purchased Shares).

“Vendor Indemnified Person” has the meaning set forth in Section 10.3.

“Vendors” has the meaning specified in the preamble to this Agreement, and “Vendor” means any one of them, as the context requires.

“Water Rights” means water rights, water use, water discharge, dewatering, pump and treatment licenses, permits and authorizations, water leases and water supply agreements, ditch rights or other interests in water or water conveyance rights owned or leased by the relevant Person, whether or not arising under or relating to any Leased Real Property, Owned Real Property, Owned Mining Concessions, Leased Mining Concessions or Material Contract.

“Working Capital” means, at any time, the amount by which the aggregate current assets of the Group Companies exceed the aggregate current liabilities of the Group Companies, in each case, calculated in accordance with the Adjustment Statement.

“Yen Mine” means the open pit mine located in the area described in Exhibit H within the area covered by the mining concession “ACUMULACION RUBLO” identified with code 010000723L, owned by the Corporation and operated by the Yen Mine Operators.

“Yen Mine Operators” means Explotación Minera PPM E.I.R.L. and Empresa de Transportes Bendito Niño de Jesus E.I.R.L., both informal miners in the process of formalization with valid and effective REINFO registrations.

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections, and the insertion of headings are for convenient reference only and do not affect the interpretation of this Agreement.

All references in this Agreement to dollars or to $ are expressed in United States of America currency unless otherwise specifically indicated.

In this Agreement, unless otherwise specified:

Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of the Vendors, it refers to the actual knowledge of Alberto Pescetto Raffo (Executive Director), Raul Salcedo Pachas (General Manager), Julio Antonio Panduro Pardo (Chief Financial Officer) and Luis Antonio La Rosa Airaldi (Legal Manager), without imputation of and/or constructive knowledge from any such individuals and/or other Person or source and without personal liability on the part of any of them, in each case, after such reasonable inquiry as he or she considers necessary as to the matters that are the subject of the representations and warranties.

All accounting terms not specifically defined in this Agreement are to be interpreted in accordance with IFRS.

Any reference in this Agreement to a Person includes its heirs, administrators, executors, legal representatives, successors and permitted assigns, as applicable. Except as otherwise provided in this Agreement, the term “Agreement” and any reference to this Agreement, or to any other agreement, document or other instrument, includes, and is a reference to, this Agreement or such other agreement, document or other instrument, as the same may have been, or may from time to time be, amended, restated, replaced, supplemented or novated, and includes all schedules hereto.

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute, and all rules and regulations made thereunder, as the same may have been, or may from time to time be, amended, re-enacted or replaced.

Whenever payments are to be made, or an action is to be taken, on a day which is not a Business Day, such payment shall be made, or such action shall be taken, on or not later than the next succeeding Business Day.

This Agreement is the product of negotiation by the Parties having the assistance of counsel and other advisers. It is the intention of the Parties that no Party shall be presumed to be the drafter hereof and that this Agreement not be construed more strictly with the regard to one Party than to any other Party.

ARTICLE 2

PURCHASED SHARES AND PURCHASE PRICE

Subject to the terms and conditions of this Agreement, each Vendor hereby agrees to sell, assign and transfer to the Purchaser, and the Purchaser hereby agrees to purchase from each such Vendor, on the Closing Date, all (but not less than all) of the Purchased Shares owned by such Vendor as set out on Exhibit A.

Any breach by the Purchaser of its obligations under this Section 2.2(3) shall release the Canadian Vendor from any obligation to indemnify the Corporation or the Purchaser for any amount due and payable to the Peruvian Tax Authority in connection with an Income Tax Claim, only if such breach materially affected the Canadian Vendor right to defend the Income Tax Claim or increased the loss in respect of the Income Tax Claim.

Each of the Parties acknowledges that it is not possible to determine the Purchase Price until the Closing Statements are available and the Contingent Consideration is determined. Accordingly, not less than three Business Days, and not more than five Business Days, prior to the Closing Date, the Vendors shall prepare and deliver to the Purchaser an unaudited statement (the “Estimated Statements”) that sets forth a reasonably detailed calculation of the Vendors good faith estimates of: (1) the Working Capital as of the Effective Time (the “Estimated Closing Working Capital”); (2) the Transaction Expenses as of the Effective Time (the “Estimated Transaction Expenses”); (3) the aggregate Net Debt of the Group Companies as of the Effective Time (the “Estimated Closing Net Debt”); and (4) on the basis of the foregoing estimates, a calculation of the Estimated Purchase Price. The Estimated Statements shall be prepared in accordance with IFRS and in a manner consistent with the methodology and sample calculations set out in the Adjustment Statement.

At Closing, the Purchaser shall pay, on behalf of the applicable Group Company, to each payee owed any portion of the Estimated Transaction Expenses, by wire transfer of immediately available funds to one or more bank accounts, and in such amounts, designated in writing by the Vendors no less than three Business Days prior to the Closing Date, the respective amount of Estimated Transaction Expenses owed to such payee.

At the Closing, the Purchaser shall make, or cause to be made, the following payments:

Exhibit E sets out a sample calculation of total AgEq used to determine the Total Resource Estimate for illustrative purposes only.

(4)       The Purchaser will, at its sole cost and expense, prepare and deliver to the Vendors:

(each such date, a “Report Delivery Deadline”).

Each Parent Technical Report shall cover the Area of Interest (including, for certainty, Yen open pit mine and Chonta underground mine). If the Purchaser fails to prepare and deliver a Parent Technical Report by the applicable Report Delivery Deadline for whatever reason (whether within or beyond the Purchaser’s control), the Contingent Period for the purposes of this Section 2.8 shall be automatically extended by the number of days that the delivery of such Parent Technical Report is delayed beyond the original Report Delivery Deadline.

The Parent hereby unconditionally and irrevocably guarantees in favour of the Vendors and, where applicable, the Corporation, the due and punctual performance by the Purchaser of the Purchaser’s obligations under this Agreement, including, without limitation, the due and punctual payment of the Purchase Price and any other monetary or non-monetary obligations, indemnities or liabilities pursuant to this Agreement. The Parent further agrees that its obligations under this guarantee are absolute, independent, and unconditional and shall not be affected by (i) any waiver, amendment, extension, modification, or renewal of any term of this Agreement or any related agreement; (ii) any failure or delay by the Vendors and, where applicable, the Corporation to enforce its rights under this Agreement or any other agreement against the Purchaser or any other party; (iii) the invalidity, irregularity, unenforceability, or cessation of the obligations of the Purchaser under this Agreement for any reason; or (iv) the bankruptcy, insolvency, liquidation, or dissolution of the Purchaser or any other party. The Parent agrees that each of the Vendors and/or, if applicable, the Corporation shall have the right to proceed directly against the Parent without first pursuing any remedies against the Purchaser in respect of any such matter before exercising its rights under this guarantee against the Parent, and the Parent acknowledges and agrees to be liable for all of the Purchaser’s obligations under this Agreement and that, upon any breach or default by the Purchaser, each of the Vendors and/or, if applicable, the Corporation may immediately demand performance or payment from the Parent, and the Parent shall fully and promptly comply as if it were the principal obligor of such obligations. The Parent’s obligations hereunder shall remain in full force and effect until all obligations of the Purchaser under this Agreement have been unconditionally and irrevocably satisfied in full to the benefit of each of the Vendors. The Parties further acknowledge and agree that this guarantee is provided to the sole and exclusive benefit and right of each of the Vendors, and no Person, whether the Corporation, the Purchaser, the Parent and/or any other Person, is entitled to waive and/or release any rights, obligations, and/or remedies in connection herewith.

Any cash Tax refunds or credits of Taxes that actually reduce the cash Tax liability of a Group Company (including any interest paid or credited with respect thereto) for any Pre-Closing Tax Period and that are actually reported and received by the Group Companies after the Closing Date shall be for the account of the Vendors. The Purchaser shall pay an amount equal to 100% of such refunds or credits (net of any Taxes actually payable thereon and any reasonable, documented out-of-pocket costs and expenses incurred by the Purchaser, any Group Company, or any of their respective Affiliates solely in connection with receiving, obtaining, or paying over such Tax refund or credit) to the Vendors in accordance with their Pro Rata Portion, within fifteen calendar days following the date such refunds or credits are paid or credited by the relevant Governmental Entity to the applicable Group Company. The obligation to pay the Vendors under this Section shall apply in all cases, except to the extent that any such Tax refund or credit: (i) was already taken into account in the calculation of the Purchase Price; (ii) is attributable to the carry-back of a net operating loss or other tax attribute generated after the Closing; (iii) is received after the third anniversary of the Closing Date; (iv) is required to be paid to a third party pursuant to a contract to which any Group Company was legally bound prior to the Closing; or (v) is subject to a then pending Tax audit or other proceeding, in which case the Purchaser shall hold the amount of such Tax refund or credit in escrow until the final non-appealable resolution of the audit or proceeding. Any payments made pursuant to this Section 2.10 shall constitute a dollar-for-dollar increase to the Purchase Price. The Purchaser shall have no right to set off any such payment against amounts due to the Purchaser or its Affiliates under this Agreement. To the extent any such Tax refund or credit paid to the Vendors under this Section 2.10, except as provided in Section 2.10(v) is subsequently disallowed or required to be repaid to the applicable Governmental Entity, the Vendors shall repay the amount of such Tax refund or credit paid to, or as directed by, the Vendors together with any interest, penalties or other additional amounts imposed by such Governmental Entity, other than interest, penalties or additional solely and directly attributable to the Purchaser’s actions or omissions. Any required repayment shall be made by the Vendors within 15 calendar days of written notice from the Purchaser, provided that such notice includes supporting documentation from the Governmental Entity evidencing the obligation to repay.

The Purchaser and the Group Companies shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable Law; provided, however, that the Purchaser shall use commercially reasonable efforts to notify the Vendors in writing of its intention to deduct and withhold such amounts and the reason therefore prior to the due date of the applicable payment, and the Purchaser and the Vendors shall reasonably cooperate in good faith to eliminate or reduce any such deduction or withholding (including, without limitation, through the request and provision of any statements, forms or other documents to reduce or eliminate such deduction or withholding). If the Purchaser (or, as applicable, the Group Companies) so deducts and withholds such amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the Purchaser (or, as applicable, the Group Companies) made such deduction and withholding.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Except as set forth in the correspondingly numbered section of the Disclosure Letter (it being expressly understood and agreed that the disclosure of any fact or item in any section of the Disclosure Letter shall also be deemed to be an exception to (or, as applicable, disclosure for the purposes of) any other sections of this Agreement and any other representations and warranties of the Vendors contained in this Agreement to the extent that its relevance to such other section, representation or warranty is reasonably apparent on its face), the Vendors severally (and not jointly and severally) represent and warrant as follows to the Purchaser Parties:

Corporate Matters

General Matters Relating to the Business

Financial Matters

Particular Matters Relating to the Business

Notwithstanding any other provision of this Agreement, nothing in this Agreement shall be construed as providing a representation or warranty with respect to (A) the existence, amount, utilization, expiration date or limitation on (or availability of) any Tax attribute of any of the Group Companies, or (B) any Taxes attributable to any Tax periods (or portions thereof) beginning after, or Tax positions taken after, the Closing.

Each Vendor, severally (and not jointly and severally), as to itself only, represents and warrants, as follows to the Purchaser:

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES

The Purchaser represents and warrants as follows to the Vendors:

The Parent represents and warrants as follows to the Vendors:

ARTICLE 5

PRE-CLOSING COVENANTS OF THE PARTIES

in each case, to the extent customary and not unreasonably interfering with the business of the Vendors or any of its Affiliates, provided that (i) under no circumstances shall the Vendors or any of its Affiliates have any liability to any other Person in connection with the foregoing, (ii) all costs and expenses in connection with the foregoing shall be for the account of the Purchaser, (iii) representatives of the Vendors and their Affiliates shall not be required to travel to participate in any road shows or investor presentations (iv) such requested co-operation is made on reasonable notice, (v) such requested co-operation does not impede, delay or prevent the consummation of the transactions contemplated by this Agreement, (vi) such requested co-operation is not prejudicial to the Vendors or any Group Company, (vii) the Vendors or any Group Company shall not be required to provide co-operation that involves any binding commitment on the Vendors or any Group Company, which commitment is not conditional on the completion of the transactions contemplated hereunder and (viii) no such requested co-operation shall be considered to constitute a breach of the representations, warranties or covenants of the Vendors under this Agreement. All non-public or otherwise confidential information regarding the Vendors, Group Companies or any of their Affiliates obtained by the Purchaser under this Section 5.1(3) shall be kept confidential in accordance with the terms of this Agreement, except that the Purchaser shall be permitted to disclose such information to the potential investors, subject to their entering into customary confidentiality undertakings with respect to such information.

any proposal or discussions for or in connection with any possible sale of any Purchased Shares or of the Business, no matter how structured, including without limitation by sale or license of all or any significant part of the property and assets of any Group Company, or by any merger or other business combination involving any Group Company (each of the foregoing proposals or discussions, whether written or oral, an “Alternative Transaction”). Each Vendor shall immediately notify the Purchaser in writing of (i) the receipt during the Interim Period of any proposal for an Alternative Transaction or any requests for any information relating to the Business or any Group Company or for access to the properties, books or records of any Group Company by any Person which has informed such Vendor that such Person is considering making, or has made, a proposal for an Alternative Transaction, and (ii) the terms of any such Alternative Transaction. Each Vendor shall be responsible for any breach by its representatives of any of the provisions of this Section 5.1(4). Each Vendor acknowledges that a breach by it or its representatives of this Section 5.1(4) would result in damages to the Purchaser Parties and that the Purchaser Parties may not be adequately compensated for such damages by a monetary award alone. Accordingly, each Vendor agrees that in the event of any such breach, in addition to any other remedies available at Law or otherwise, the Purchaser Parties shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance with this Section 5.1(4).

Subject to Law, during the Interim Period, the Vendors will, and will cause the Group Companies to, upon reasonable written notice, permit the Purchaser, its legal counsel, accountants and other representatives, to have reasonable access during normal business hours to the premises, assets, Contracts, books and records, and senior personnel of the Group Companies; provided, that such access does not unduly interference with the conduct of the Business. The Purchaser may not conduct any invasive environmental testing or assessments without the prior written consent of the Vendors and any applicable landlord.

The Parent acknowledges having signed the Confidentiality Agreement. The Parent agrees that except as provided in this Section 5.3, the Confidentiality Agreement continues to apply and the Parent is bound by its terms. Upon Closing, the Confidentiality Agreement will terminate. If the Closing does not occur, the Confidentiality Agreement will remain in effect in accordance with and subject to its terms. The Vendors and the Corporation acknowledge and agree that the Parent and the Purchaser may disclose the terms and conditions of this Agreement, and other information provided to the Parent and Purchaser by the Vendors and the Corporation in connection therewith, to a financier in connection with potential stream financing arrangements.

Each Vendor will use its commercially reasonable efforts to obtain, or cause to be obtained, prior to Closing, the consents, approvals and waivers described in Section 3.1(4) of the Disclosure Letter; provided, that no Vendor is under any obligation to pay any money, incur any obligations, commence any legal proceedings, or offer or grant any accommodation (financial or otherwise) to any third Person in order to obtain such consents, approvals and waivers. The Purchaser Parties will co-operate in obtaining such consents, approvals and waivers, including by providing information relating to the Purchaser Parties as is reasonably requested by a third Person in order to grant its consent, approval or waiver.

During the Interim Period, each Purchaser Party hereby agrees that it is not authorized to and shall not, and shall not permit any of its employees, agents, representatives or Affiliates to, contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Group Company regarding any Group Company, its business or the transactions contemplated by this Agreement, in each case, without the prior written consent of the Vendors (which may be withheld, conditioned or delayed in the Vendors’ sole discretion).

Following the Closing Date, Purchaser shall use commercially reasonable efforts to arrange for evidence of the replacement of the existing mine closure bonds (garantías de plan de cierre de mina) listed in Section 5.10 of the Disclosure Letter, in accordance with the applicable Laws, and to the reasonable satisfaction of the Vendors. The Purchaser acknowledges and agrees that following the Closing Date it will cause the Corporation to post, maintain and/or renew the applicable securities or instruments to secure the mine closure plans of the Corporation in compliance with the applicable Laws, and shall indemnify, defend, and hold harmless the Vendors from and against any losses, liabilities, costs, or damages arising from or related to any failure to renew or maintain such securities in accordance with applicable Laws.

ARTICLE 6

TAX MATTERS

In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending immediately before the Effective Time shall be:

ARTICLE 7

CONDITIONS OF CLOSING

The purchase and sale of the Purchased Shares is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser, and may be waived, in whole or in part, by the Purchaser in its sole discretion:

The purchase and sale of the Purchased Shares is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Vendors, and may be waived, in whole or in part, by the Vendors in their sole discretion:

Neither the Vendors, on the one hand, nor the Purchaser, on the other hand, may rely on the failure of any condition set forth in Section 7.1 or Section 7.2, as applicable, to be satisfied as a basis for not effecting the Closing if such failure was caused by such Party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the transactions contemplated by this Agreement, as required by Section 5.4.

ARTICLE 8

CLOSING

The completion of the transactions of purchase and sale contemplated by this Agreement will take place by electronic means, at 10:00 a.m. (Eastern time) on the Closing Date, or at such other place, on such other date and at such other time as the Vendors and the Purchaser may agree in writing.

ARTICLE 9

TERMINATION

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

ARTICLE 10

INDEMNIFICATION

(such applicable date, the “Release Date”), and a Party has no obligation or liability for indemnification or otherwise with respect thereto after the Release Date. All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled.

Subject to Section 10.4, following Closing, each of the Vendors shall severally, but not jointly and severally indemnify and hold harmless the Purchaser Parties and the Group Companies, and each of their respective shareholders, directors, officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Persons”), from and against, and will pay for, any Damages suffered by, imposed upon or asserted against any Purchaser Indemnified Persons as a result of, in respect of, connected with, or arising out of, under or pursuant to:

Subject to Section 10.4, following Closing, each of the Purchaser Parties shall indemnify and hold harmless each of the Vendors and their respective shareholders, directors, officers, employees, agents and representatives, as applicable (collectively, the “Vendor Indemnified Persons”), from and against, and will pay for, any Damages suffered by, imposed upon or asserted against any Vendor Indemnified Person as a result of, in respect of, connected with, or arising out of, under or pursuant to:

The rights of the Indemnified Persons to, and the liabilities and obligations of the Indemnifying Parties for, indemnification pursuant to Section 10.2 and Section 10.3, as applicable, are subject to the following limitations:

Notwithstanding the provisions of the Limitations Act, 2002 (Ontario) or any other statute, a proceeding or arbitration in respect of a claim for indemnification or otherwise arising from any breach or inaccuracy of any representation or warranty in this Agreement may be commenced on or before the first anniversary of the date on which the Indemnifying Party received a Notice of Claim pursuant to Section 10.5; provided, that the Indemnifying Party received the Notice of Claim prior to the end of the applicable time period specified in Section 10.1. Any applicable limitation period is extended or varied to the full extent permitted by Law to give effect to this Section 10.6.

Except as provided in this Section 10.9, following Closing, the indemnities provided in Section 10.2 and Section 10.3 constitute the only remedy of the Purchaser Indemnified Persons or the Vendor Indemnified Persons, respectively, against the Vendors or the Purchaser, respectively, in the event of any breach of a representation, warranty, covenant or agreement of such Parties or Party, as applicable, contained in this Agreement. Otherwise, the Parties may exercise their rights of termination in Section 9.1 (Termination) prior to Closing at any time. Notwithstanding the foregoing, the Parties acknowledge that the failure to comply with a covenant or obligation contained in this Agreement may give rise to irreparable injury to a Party inadequately compensable in damages. Accordingly, a Party may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and without requirement of posting a bond or other security). Except as set forth in this Section 10.9, each of the Parties expressly waives and renounces any other remedies whatsoever, whether at law or in equity, which it would otherwise be entitled to as against any other Party.

An Indemnified Person is not entitled to double recovery for any claims for indemnification or otherwise under this Agreement even though they may have resulted from the breach of more than one of the representations, warranties, covenants and obligations of the Indemnifying Party in this Agreement. No Party has any liability or obligation with respect to any claim for indemnification or otherwise under this Agreement to the extent that such matter was reflected as an adjustment to the Purchase Price in Section 2.7.

Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Person to mitigate any loss which it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any claim for indemnification or otherwise under this Agreement can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Person shall take commercially reasonable steps to enforce such recovery, settlement or payment, and the amount of any Damages of the Indemnified Person will be reduced by the amount of insurance proceeds actually recoverable by the Indemnified Person.

Any payment made by the Vendors as Indemnifying Parties pursuant to this Article 10 will constitute a dollar-for-dollar decrease of the Purchase Price, and any payment made by the Purchaser as an Indemnifying Party pursuant to this Article 10 will constitute a dollar-for-dollar increase of the Purchase Price.

To the extent that there is any inconsistency between Article 6 (Tax Matters), on the one hand, and Section 10.6 (Limitation Periods), Section 10.7 (Direct Claims) and Section 10.8 (Procedure for Third Party Claims), on the other hand, relating to any Tax Contest or Tax Claim, the provisions of Article 6 shall govern to the extent of the inconsistency.

ARTICLE 11

POST-CLOSING COVENANTS

For a period of 7 years from the Closing Date, or for such longer period as may be required by Law, the Purchaser Parties will retain all original books and records relating to the Group Companies existing on the Closing Date. So long as any such books and records are retained by the Purchaser Parties pursuant to this Agreement, the Vendors and their representatives have the right to inspect and to make copies (at the Vendors’ expense) thereof at any time upon reasonable request during normal business hours and upon reasonable notice for any proper purpose, and without undue interference to the business operations of the Group Companies. The Purchaser Parties has the right to have their respective representatives present during any such inspection.

From time to time after the Closing Date, each Party will, at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively transfer the Purchased Shares to the Purchaser, and otherwise to carry out the intent of this Agreement.

ARTICLE 12

MISCELLANEOUS

Arias Resource Capital Management LP

201 S. Biscayne Blvd - 28th Floor

Miami, FL 33131 USA

-and-

GR Holding S.A.

Calle Independencia 452, Miraflores

Lima, Lima, Perú

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

Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street

Toronto, Ontario M5L 1B9

Endeavour Silver Corp.

1130-609 Granville St.

Vancouver, BC V7Y 1G5

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

Blake, Cassels & Graydon LLP

1133 Melville St., Suite 3500

Vancouver, BC V6E 4E5

Time is of the essence in this Agreement.

No press release, public statement or announcement, or other public disclosure with respect to this Agreement or the transactions contemplated hereby may be made except with the prior written consent and joint approval of the Vendors and the Purchaser Parties, or if required by Law or a Governmental Entity. Where the public disclosure is required by Law or a Governmental Entity, the Party or Parties required to make the public disclosure will use its commercially reasonable efforts to obtain the approval of the Vendors and the Purchaser Parties, as applicable, as to the form, nature and extent of the disclosure.

Except as otherwise provided in Section 10.2 (Indemnification in Favour of the Purchaser Parties), Section 10.3 (Indemnification in Favour of the Vendors) and Section 11.2 (Director and Officer Indemnification), the Vendors and the Purchaser Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties. Except for the Indemnified Persons, no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. The Parties reserve their right to vary or rescind the rights granted by or under this Agreement to any Person that is not a Party, at any time and in any way whatsoever, without notice to or consent of that Person, including any Indemnified Person.

Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby. The fees and expenses referred to in this Section 12.5 are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby, including the fees and expenses of legal counsel, investment advisers and accountants.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Vendors and the Purchaser Parties.

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.

Except as otherwise expressly provided in this Agreement, the representations, warranties, covenants and obligations of the Parties herein shall not merge on, and shall survive, the Closing.

This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such transactions, except for the Confidentiality Agreement, which shall terminate and have no further force and effect upon the Closing pursuant to Section 5.3. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, among the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement, and the remaining provisions will remain in full force and effect.

This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

[Signature Pages Follow.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

VENDORS:

PURCHASER PARTIES:

ENDEAVOUR SILVER CORP.

KOLPA CANADA LTD.

Exhibit A

[Redacted – Commercially Sensitive Information - Purchase Price Allocation]

Exhibit B

[Redacted – Commercially Sensitive Information - Consents]

Exhibit C 

[Redacted – Commercially Sensitive Information - Form of Escrow Agreement]

Exhibit D

[Redacted – Commercially Sensitive Information - Concessions]

Exhibit E

[Redacted – Commercially Sensitive Information – Calculations for Contingent Consideration]

Exhibit F

[Redacted – Commercially Sensitive Information – Independent Qualified Persons]

Exhibit G

[Redacted – Commercially Sensitive Information – Concessions]

Exhibit H

[Redacted – Commercially Sensitive Information – Concessions]

Exhibit I

[Redacted – Commercially Sensitive Information – Determination and Payment of Income Tax]

Exhibit J

[Redacted – Commercially Sensitive Information – Specific Indemnity]

Exhibit 99.3

VERSAMET ROYALTIES CORPORATION

and

KOLPA CANADA LTD.

and

ENDEAVOUR SILVER CORP.

COPPER PURCHASE AGREEMENT

Dated as of April 1, 2025

TABLE OF CONTENTS

ADDENDA

COPPER PURCHASE AGREEMENT

THIS COPPER PURCHASE AGREEMENT dated as of April 1, 2025 (the “Signing Date”) between Versamet Royalties Corporation, as Purchaser, ENDEAVOUR SILVER CORP. a company incorporated under the laws of the Province of British Columbia, as Parent and a Seller PSA Entity and KOLPA CANADA LTD., a company incorporated under the laws of the Province of Alberta, as Seller and a Seller PSA Entity.

RECITALS:

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

ARTICLE 1

INTERPRETATION

Section 1.1          Definitions

As used in this Agreement, including the recitals and schedules hereto, the following terms have the following meanings:

“Abandonment” has the meaning set out in Section 6.12.

“Abandonment Property” has the meaning set out in Section 6.12.

“Access Right” means any and all property rights, easements, rights-of-way, surface rights, rights of use, possession rights, and other rights (including those acquired or held by custom or by prescription) necessary for or related to use, ingress, egress, the construction, maintenance, or operation of mining components, roads, utilities, pipelines, power facilities, communication facilities, transportation routes, and any other associated or ancillary facilities.

“Acquiror” has the meaning set out in the definition of “Change of Control”.

“Acquisition Transaction” means the consummation of the transactions contemplated by the SPA, including acquisition by Seller of 100% of the issued share capital in the Mine Owner.

“Additional Mines” means the Chonta Mine and the Yen Mine.

“Additional Properties” means all real property interests, mineral claims, mineral leases, land (surface and access rights), mining concessions, mining rights and exploration licenses and other similar rights, concessions and interests or contractual rights owned or held by a Seller Group Entity as of the Closing Date, or directly or indirectly acquired by or granted to a Seller Group Entity (including a Project Owner) after the Closing Date, but which does not form part of the Stream Properties.

“Additional Property Minerals” has the meaning set out in Section 6.2(4).

“Adverse Impact” means any effect, event, occurrence, amendment or other change that, when taken together with all other effects, events, occurrences, amendments or other changes, is or would reasonably be likely to:

provided, in each case, that it shall not include any effect, event, occurrence, amendment or other change that:

“Affiliate” means, in relation to any Person, any other Person controlling, controlled by, or under common control with such first mentioned Person.

“Agreement” means this Copper Purchase Agreement and all attached schedules, in each case as the same may be supplemented, amended, restated, modified or superseded from time to time in accordance with the terms hereof.

“Anti-Corruption Laws” means, with respect to any Person, (i) the United States Foreign Corrupt Practices Act of 1977, as amended; (ii) the Corruption of Foreign Public Officials Act (Canada), as amended; (iii) sections 121 (Frauds on the Government) and 426 (Secret Commissions) of the Criminal Code (Canada); (iv) the OECD Convention of December 17, 1997 with respect to measures against corruption of foreign public officials and any OECD Guidelines or Action Statements with respect thereto; (v) the U.K. Bribery Act 2010; (vi) any other applicable national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions; (vii) the provisions included in Section IV of Chapter II of Title XVIII of the Peruvian Criminal Code (Código Penal); (viii) Peruvian Law No. 30737 (Ley que asegura el pago inmediato de la reparación civil a favor del estado peruano en casos de corrupción y delitos conexos) and its corresponding regulations approved by Peruvian Supreme Decree No. 096-2018-EF; (ix) Peruvian Law No. 30424 (Ley que regula la responsabilidad administrativa de las personas jurídicas en el proceso penal) and its corresponding regulations approved by Peruvian Supreme Decree No. 002-2019-JUS;and (x) any other law, judgment, order, executive order, decree, ordinance, rule or regulation of any Governmental Authority related to bribery or corruption binding on or affecting such Person, any Affiliate thereof or its or their property or operations;.

“Anti-Terrorism Laws” means, with respect to any Person, (i) the U.S. Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation or executive order relating thereto, (ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (United States), as amended; (iii) the United States Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001; (iv) the Bank Secrecy Act (United States), as amended; (v) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); (vi) Parts II.1 (Terrorism) and XII.2 (Proceeds of Crime) of the Criminal Code (Canada); (vii) regulations promulgated pursuant to the Special Economic Measures Act (Canada), (viii) the United Nations Act (Canada), (ix) the Justice for Victims of Corrupt Foreign Officials Act (Canada), (x) the Freezing Assets of Corrupt Foreign Officials Act (Canada), (xi) the Terrorism Act 2000 (UK), (xii) the Anti-terrorism, Crime and Security Act 2001 (UK), (xiii) the Prevention of Terrorism Act 2005 (UK), (xiv) the Terrorism Act 2006 (UK), (xv) the Counter Terrorism Act 2008 (UK); (xv) Peruvian Law No. 27693 (Ley que crea la Unidad de Inteligencia Financiera – Perú) and its corresponding regulations approved by Peruvian Supreme Decree No. 020-2017-JUS; (xvi) Peruvian Law No. 29038 (Ley que incorpora a la Unidad de Inteligencia Financiera del Peru (UIF- Perú) a la SBS); (xvii) Peruvian Legislative Decree No. 1106 (Decreto Legislativo de lucha eficaz contra el lavado de activos y otros delitos relacionados a la minería ilegal y crimen organizado); (xviii) Law Decree No. 25475 (Establecen la penalidad para los delitos de terrorismo y los procedimientos para la investigación, la instrucción y el juicio); (xix) Peruvian SBS Resolution No. 789-2018 (Norma para la prevención del lavado de activos y del financiamiento del terrorismo aplicable a los sujetos obligados bajo supervisión de la uif-perú, en materia de prevención del lavado de activos y del financiamiento del terrorismo); and (xx) any other law, judgment, order, executive order, decree, ordinance, rule or regulation of any Governmental Authority related to anti money laundering, anti-terrorist financing, Sanctions and “know your client” laws binding on or affecting such Person, any Affiliate thereof or its or their property or operations;.

“Applicable Law” means any law, regulation, decision, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations of any Governmental Authority, including any judicial or administrative interpretation thereof, applicable to a Person or any of its properties, assets, businesses or operations and including any Anti-Corruption Law or any Anti-Terrorism Law.

“Approved Acquiror” means a Person that:

“Arbitration Rules” means the International Commercial Arbitration Act (British Columbia).

“Auditor’s Report” means a written report prepared by a national accounting firm in Canada that is independent of the Seller Group Entities and Purchaser, is mutually agreeable to the Parties and has experience and expertise in determining the quantity of copper mined, produced, extracted or otherwise recovered from mining projects, which report determines at a minimum the number of tonnes of Reference Copper that Purchaser was entitled to have received pursuant to this Agreement in respect of any period in dispute.

“Authorization” means all authorizations (environmental approvals and decisions on environmental and citizenship consultations), licences, permits (including water and socio-environmental permits), rights (including Access Rights and citizenship participation and consultation rights), privileges, concessions, franchises, clearances, consents, orders and other approvals required to be obtained from any Governmental Authority or other Person, including with respect to Environmental Laws.

“Base Case Financial Model” means the excel document which forms the basis upon which the Seller Group Entities’ annual budgeting is undertaken and which is in a form substantially equivalent to that provided on the Closing Date including the Reserves and Resources in relation to the Project as of the date thereof of as well as annual details of, among other things, projected tonnes of ore mined, contained metals in ore mined, tonnes of ore processed, grade (including silver, lead, zinc, copper and gold, as applicable) of ore processed, contained metals in ore processed, metallurgical recoveries, dry metric tonnes of concentrates produced, grade (including silver, lead, zinc, copper and gold, as applicable) of concentrate produced, contained metal in concentrate produced, contained metal in any other form or product produced, financial forecasts (including forecast revenue, operating expenditure, capital expenditure and free cash flow) of the Project Owners from the Closing Date until the end of the currently forecast life of mine, as updated annually and from time to time in accordance with this Agreement.

“Base Interest Rate” means Term SOFR plus 5.75%.

“Books and Records” means all books, records, invoices, data, documentation, weight, moisture and assay certificates, scientific and technical information, samples and other information relating to operations and activities with respect to the Mine, the Stream Properties and the mining, treatment, processing, milling, leaching, gravity, refining, concentrating and transportation of Minerals.

“Business Day” means any day (other than a Saturday or Sunday) on which banks are open for general business in Vancouver, British Columbia, Calgary, Alberta and Lima, Peru.

“Change of Control” of a Person means the consummation of any transaction, including any consolidation, arrangement, amalgamation, merger or demerger or any issue, Transfer or acquisition of voting shares, the result of which is that any other Person or group of other Persons acting jointly or in concert for purposes of such transaction (any such Person or group of Persons being referred to as the “Acquiror”): (i) becomes the beneficial owner, directly or indirectly, of 50% or more of votes attached to voting Equity Securities of such Person; or (ii) acquires control of such Person.

“Chonta Mine” means the underground mine operated by Explotación Minera Chonta S.A.C. on mining concessions held directly or assigned under mineral leases and/or option agreements by Explotación Minera Chonta S.A.C. and real property leased by Explotación Minera Chonta S.A.C. listed or described in Part II of Schedule A;

“Closing Date” means the Business Day on which Purchaser shall pay the Deposit in accordance with this Agreement.

“Code of Conduct” has the meaning set out in Section 6.14(1).

“Collateral” means all present and future shares and other Equity Securities in the capital of the Mine Owner and related rights in which security interests are granted or purported to be granted pursuant to the Stream Security Documents.

“Commingling Plan” has the meaning set out in Section 6.2(2).

“Compensation Agreement” has the meaning set out in Section 6.2(2).

“Completion” has the meaning given to the term “Closing” in the SPA, as in effect on the date hereof.

“Comprehensively Sanctioned Country or Territory” means a country or territory that is, or whose government is, the subject of Sanctions, including the Crimea Region of Ukraine, the Donetsk People’s Republic, the Luhansk People’s Republic, Sevastopol, the Democratic Republic of North Korea, Cuba, Iran, Sudan, Syria and Russia.

“Confidential Information” has the meaning set out in Section 5.6(1).

“control” means the right, directly or indirectly, to direct or cause the direction of the management of the business or affairs of a Person, whether by ownership of securities, by contract or otherwise (including by way of entitlement to nominate a majority of the directors of such entity); and “controls”, “controlling”, “controlled by” and “under common control with” have corresponding meanings.

“Copper Cash Price” means 10% of the Copper Market Price.

“Copper Market Price” means, with respect to any day, the per tonne cash settlement price (bid) as quoted in US dollars by the LME for Grade A copper on such day or the immediately preceding day if such day is not a trading day; provided that, if for any reason the LME is no longer in operation or if the per tonne price of copper is not calculated on behalf of or confirmed, acknowledged by, or quoted by the LME, the Copper Market Price shall be determined in a manner endorsed by the LME, failing which the Copper Market Price will be determined by reference to the per tonne price of copper on another commodity exchange satisfactory to Purchaser, acting reasonably.

“Copper Purchase Price” has the meaning set out in Section 2.5(1).

“Date of Delivery” has the meaning set out in Section 2.3(2).

“Deposit” means $35,000,000.

“Disclosing Party” has the meaning set out in Section 5.6(1).

“Disclosure Letter” means the disclosure letter delivered pursuant to the SPA.

“Dispute” means any and all questions, claims, controversies, or disputes arising out of or relating to the validity, construction, interpretation, meaning, performance, effect, breach or termination of any one or more of this Agreement and any Stream Document, or the rights and liabilities arising hereunder or thereunder.

“Dispute Notice” has the meaning set out in Section 9.4(1).

“Distribution” means with respect to any Seller PSA Entity:

“Encumbrances” means all mortgages, charges, assignments (including by way of security and/or conditional assignments), hypothecs, pledges, security interests, liens, movable assets securities, trusts, easements, restrictions, patent or other reservation in minerals, royalty claims, and other encumbrances and adverse claims of every nature and kind

“Environmental Laws” mean Applicable Laws relating to pollution or protection of the environment or any natural resource, archaeological preventive programs or occupational or public health or safety, including Applicable Laws relating to emissions, discharges, or releases of Hazardous Substances (whether ordinary, industrial, toxic or hazardous) or wastes into the environment (including ambient air, atmosphere, fauna, flora, surface water, ground water, aquifers, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, management, treatment, storage, disposal, transport or handling of Hazardous Substances (whether ordinary, industrial, toxic or hazardous) or wastes which are applicable to the Mine, the Project Assets or the other assets owned, controlled or managed by either Project Owner or to the activities at any time of either Project Owner.

“Equity Securities” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting and non-voting) of, such Person’s capital, whether outstanding on the date hereof or issued after the date hereof, including any interest in a partnership, limited partnership or other similar Person and any beneficial interest in a trust, and any and all rights, warrants, options or other rights exchangeable for or convertible into any of the foregoing.

“Event of Default” has the meaning set out in Section 9.1.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to Purchaser or required to be withheld or deducted from a payment or delivery to Purchaser:

provided, however, that “Excluded Taxes” shall not include: (x) any Taxes of any kind arising solely as a result of Purchaser entering into, or performing its obligations under, this Agreement or any other Stream Document, or receiving deliveries or payments under this Agreement or any other Stream Document, or making payments under this Agreement (including the Deposit) or (y) any Taxes arising solely as a result of Purchaser enforcing rights under this Agreement or any other Stream Document.

“Facilities” means, collectively, the mining, processing, development, production, maintenance, administration, water, electrical and conveyor facilities and installations (including the Mineral Processing Facilities), tailings and waste rock storage facilities, railway infrastructure and rolling stock, storage facilities, stockpiling facilities, shipping infrastructure, utilities, and related ancillary infrastructure, other buildings, structures, improvements, fixtures and other real and personal property, including equipment, re-commissioned, constructed, operated or otherwise used by or on behalf of any Seller Group Entity to extract, beneficiate, process, market, transport and sell Minerals derived from the Stream Properties or to develop, operate or administer the Project, whether or not located within the physical boundaries of the Project Area.

“Good Practice Standards” means, in relation to the business of mining (including all relevant disciplines pertaining thereto, such as metallurgy, processing, engineering, environmental and governance matters, relations with community and indigenous peoples, citizen participation, prior consultation and other social matters), the exercise of that degree of skill, care, prudence, operational and financial foresight and operating practice which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking as each Project Owner under the same or similar circumstances, with the exercise of skill, care, prudence, operational and financial foresight and operating practices to be substantially in accordance with recognised best practices in the international mining industry.

“Governmental Authority” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange, or any indigenous or native body (or both, as the case may be) exercising governance powers by right, title or custom.

“Hazardous Substance” means any substance or a composition that contains one or more substances (a) whose characteristics pollute or damage the environment or any natural resource, (b) which is dangerous or poses a risk to the life or health of any human, including those substances with proven acute or chronic toxicity and other damaging effects, or (c) which is defined or otherwise regulated under any Environmental Law.

“IFRS” means the International Financial Reporting Standards, as issued by the International Accounting Standards Board or any successor thereto.

“including” or “includes” means including without limitation or includes without limitation.

“Independent Assay Results” has the meaning set out in Section 6.9(3)(c).

“Independent Assayer” means an independent laboratory of recognized standing in the analysis of copper, lead, zinc, gold and silver in base metal concentrates or other Saleable Products that is independent of the Seller Group Entities.

“Independent Expert” means an independent engineering and consulting firm of internationally recognized standing in the area of mining and mineral processing appointed by Seller and Purchaser, each acting reasonably, by mutual agreement in writing or, to the extent that Seller and Purchaser cannot agree on any such Person within 15 Business Days after the date on which the requirement that an Independent Expert make such a determination arises, then such independent engineering and consulting firm shall be appointed by the International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce; provided that, unless Purchaser and Seller agree otherwise, an Independent Expert shall be a firm that: (x) is independent of both of Seller and Purchaser and their respective Affiliates; and (y) has not acted for either of Seller or Purchaser or their respective Affiliates in any material capacity for at least one year before the date of appointment of such Independent Expert.

“Initial Term” has the meaning set out in Section 4.1.

“Insolvency Event” means, in relation to any Person, any one or more of the following events or circumstances:

“IRR Amount” means an amount calculated upon the occurrence of an Event of Default and termination of this Agreement equal to (i) the sum of the Deposit and a per annum percentage return on the Deposit equal to the Base Interest Rate plus 2% per annum less (ii) the net value of Refined Copper delivered to Purchaser under this Agreement where the net value of Refined Copper delivered hereunder is the Copper Market Price of such Refined Copper on the day immediately prior to the Date of Delivery of such Refined Copper less the Copper Cash Price paid by Purchaser on account of such Refined Copper.

“Judgment Currency” has the meaning set out in Section 10.6.

“Kolpa Extracted Minerals” means Minerals that do not constitute Third Party Purchased Minerals.

“Legal Reservations” means:

“LME” means the London Metal Exchange or any successor exchange agreed between Purchaser and Seller.

“LME Warrants” means, in respect of Refined Copper, a bearer document of title recognized by the LME and representing 25 tonnes (+/- 2%) of Refined Copper held in a LME approved warehouse located in a Permitted Warehouse Location, provided however that any such document of title issued in respect of any Refined Copper that originated from any Sanctioned Person or Comprehensively Sanctioned Country or Territory, including Russia and any Russian branded LME warrants, shall be excluded and shall not constitute an “LME Warrant” hereunder.

“Losses” means all claims, demands, proceedings, fines, losses, damages, liabilities, obligations, deficiencies, costs, Taxes, and expenses (including all reasonable and documented legal and other professional fees and disbursements, all interest, penalties, judgment and amounts paid in settlement of any demand, action, suit, proceeding, assessment, judgment or settlement or compromise), in connection with or in respect of any breach or default by the other Party but excluding any punitive or exemplary damages.

“Material Contracts” means, collectively, (i) each agreement set forth in Schedule D and any replacements thereof, and (ii) any contract or agreement entered into by a Seller Group Entity and that is material to the construction, development, operation or ownership of the Project or that would be material to the Project Owners if it was terminated or suspended or any party thereto failed to perform its obligations thereunder and that cannot be easily replaced without having a material impact on the development or operation of the Mine.

“Mine” means the Huachocolpa Uno polymetallic mine located in the area of Comihuasa, district of Huachocolpa, province and region of Huancavelica, Peru, which is comprised of and covers, inter alia, the Stream Properties and the other Project Assets.

“Mine Data” has the meaning set out in Schedule B.

“Mine Owner” means Compañia Minera Kolpa S.A., a company incorporated and existing under the laws of the Republic of Peru, and its successors and permitted assigns.

“Mine Plan” means, at any time, the mine plan substantially set forth in the preliminary economic assessment technical report with an effective date of March 31, 2023 and a report date of May 7, 2024 prepared by LOM Consultants Ltd. for the Project, as updated by the Base Case Financial Model in effect at such time and delivered to Purchaser in accordance with this Agreement.

“Mineral Processing Facilities” means any crusher, mill, ore concentrator, processing plant, smelter, refinery or other processing facility owned or operated by any Seller Group Entity located on the Stream Properties and at which Minerals are processed.

“Minerals” means any and all ore and marketable metal bearing material or product in whatever form or state (including Produced Copper) that is mined, produced, extracted or otherwise recovered or derived from the Stream Properties and the Additional Mines, including (i) any such material or product derived from any processing or reprocessing of any tailings, stockpiles, waste rock or other waste products originally derived from the Stream Properties or the Additional Mines, and (ii) any ore and any other products requiring further milling, processing, smelting, refining or other beneficiation of Minerals, including Saleable Products.

“Minimum Lot Size” has the meaning set out in Section 2.7.

“Mining Rights” means any and all mining claims, mining leases, mineral claims, mining concessions, mineral concessions, exploration permits or licenses, mining licenses, forms of mineral tenure or other rights to Minerals or to access and work upon lands, such as ownership and ancillary rights, surface rights, leasing agreements, lands temporal occupation agreements or otherwise, for the purpose of exploring, exploiting or benefiting Minerals, under the terms of Applicable Laws, whether contractual, statutory or otherwise, or any interest therein whether now owned or hereafter acquired including the concessions, mineral leases, contracts or other similar interests listed or described in Part I of Schedule A. “Mining Rights” includes any amendments, relocations, adjustments, resurvey, additional locations, consolidation, derived rights or conversions of, or any renewal, replacement, amendment or other modification or extensions of any of the foregoing.

“Monthly Report” means a written report, in relation to any calendar month detailing:

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, or any successor instrument, rule or policy.

“Offtake Agreement” means each agreement or contract entered into by a Seller Group Entity with an Offtaker that relates in any way to: (i) the sale of Minerals to an Offtaker; (ii) the delivery of the entitlement to, or the benefit of, Minerals to an Offtaker; or (iii) the smelting, refining or other beneficiation of Minerals by an Offtaker for the benefit of a Seller Group Entity.

“Offtake Sales Documents” means such documents as are prepared or produced in connection with sale or transfer of Minerals to an Offtaker, including the provisional and final settlement sheets, provisional and final invoices, metals return statements, credit notes, bills of lading, and any and all certificates and other documentation prepared or produced for or by the relevant Offtaker, including certificates for final shipped moisture content and final analyses and assays evidencing the amount of Minerals, including the quantity of copper and any other metal contained therein, delivered to the Offtaker.

“Offtaker” means (i) any Person that is not a Seller Group Entity that purchases Minerals from a Seller Group Entity or is the recipient of the entitlement to, or benefit of, Minerals from a Seller Group Entity; or (ii) any Person that takes delivery of Minerals for the purpose of smelting, refining or other beneficiation of such Minerals for the benefit of a Seller Group Entity.

“Offtaker Charges” means any refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, weight franchise charges, financing charges or price participation charges, royalties or royalty type payments, or other charges, penalties or deductions that may be charged or levied by an Offtaker, regardless of whether such charges, penalties or deductions are expressed as a specific metal deduction, as a recovery rate, a percentage or otherwise.

“Offtaker Delivery” means the delivery of Minerals to an Offtaker or the transfer of the entitlement to or benefit of Minerals to an Offtaker, which for greater certainty shall not include any deliveries of Minerals to Persons subsequent to the first Offtaker acquiring such Minerals.

“Offtaker Payment” means with respect to (i) Minerals purchased by an Offtaker from a Seller Group Entity, or (ii) Minerals the entitlement to, or benefit of which, is received by an Offtaker from a Seller Group Entity, the receipt from and after the Closing Date by a Seller Group Entity of payment or other consideration from the Offtaker in respect of any Minerals, or if no such consideration is applicable, the delivery of the Minerals (or ownership of the Minerals) to such Offtaker (or to the direction of such Offtaker).

“Original Financial Statements” means:

“Other Minerals” means ores or other minerals mined, produced, extracted or otherwise recovered from properties that are not one of or do not constitute part of the Stream Properties or the Additional Mines, whether such properties are owned by Seller Group Entities or otherwise;

“Parent” means Endeavour Silver Corp., a corporation incorporated under the Business Corporations Act (British Columbia), and its successors and permitted assigns.

“Parties” means the parties to this Agreement.

“Perfection Requirements” means the making or procuring of the appropriate perfection, stamping, endorsements, notarisations, notifications, Authorizations and registration requirements of or with respect to the Stream Security Documents and or the security interest created under them.

“Permitted Encumbrances” means:

“Permitted Warehouse Location” means an LME-approved storage facility located within a free-trade zone and such other locations as Purchaser and Seller may agree in their sole discretion, but excluding any storage facility located in the United States of America, Canada and such other locations as Purchaser may reasonably determine in its sole discretion from time to time.

“Person” means and includes a Party, individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability corporations, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Authority or any other type of organization, whether or not a legal entity.

“Peru” means the Republic of Peru.

“Produced Copper” means, subject to Section 2.8, any and all copper produced from or contained in minerals recovered from the Stream Properties and the Additional Mines and any and all copper produced from or contained in minerals processed through existing and future processing facilities of the Huachocolpa Uno mine, other than any copper contained in concentrate in respect of which copper is not a payable metal under the relevant Offtake Agreement.

“Produced Lead” means, subject to Section 2.8, any and all lead produced from or contained in minerals recovered from the Stream Properties and the Additional Mines and any and all lead produced from or contained in minerals processed through existing and future processing facilities of the Huachocolpa Uno mine, other than any lead contained in concentrate in respect of which lead is not a payable metal under the relevant Offtake Agreement.

“Project” means:

“Project Area” means the lands (including the subsurface of such lands) within the boundary of the Stream Properties described in Schedule A and includes the Stream Properties.

“Project Assets” means all the right, title and interest both present and future of the Seller Group Entities in, to, under or derived from:

“Project Owner” or “Project Owners” means, collectively, Mine Owner and Trasmisora.

“Purchaser” means Versamet Royalties Corporation, and its successors and assigns.

“Rate of Exchange” has the meaning set out in Section 10.6.

“Receiving Party” has the meaning set out in Section 5.6(1).

“Recovered Copper” means 100% of the Produced Copper (prior to any deduction in respect of any Offtaker Charges) contained in any Offtaker Delivery.

“Recovered Lead” means 100% of the Produced Lead (prior to any deduction in respect of any Offtaker Charges) contained in any Offtaker Delivery.

“Reference Copper” means (i) prior to Threshold Date No. 1, the greater of (A) Recovered Copper multiplied by 95.8%, and (B) 0.03 pounds per pound of Recovered Lead; (ii) on and after Threshold Date No. 1 but prior to Threshold Date No. 2, Recovered Copper multiplied by 71.85%; and (ii) on and after Threshold Date No. 2, Recovered Copper multiplied by 47.9%.

“Refined Copper” means marketable metal bearing material in the form of Grade A copper that is refined by an accredited refiner to standards conforming to the specifications for good delivery (including the Special Contract Rules for Copper -Grade A) of the LME.

“Relevant Jurisdictions” has the meaning set out in Schedule G.

“Reserves” means proven and probable reserves as defined and incorporated under NI 43-101.

“Reserves Statement” means a statement of Reserves in relation to the Project.

“Resources” means measured, indicated and inferred resources as defined and incorporated under NI 43-101.

“Resources Statement” means a statement of Resources in relation to the Project.

“Saleable Products” means any concentrates, precipitates, doré, bullion, carbon fines, slag or other product or material that contains marketable metals recovered or derived from the Stream Properties or the Additional Mines in respect of which an Offtaker Payment is expected.

“Sanctioned Person” means any Person that (i) is, or is owned or controlled, either directly or indirectly, by, or is otherwise acting on behalf of a Person that is the subject of any Sanctions; or (ii) part of, controlled by, or owned by the government, or any agency or instrumentality of the government, of a Comprehensively Sanctioned Country or Territory.

“Sanctions” means, with respect to any Person, any trade, economic or financial sanctions administered or enforced by any Governmental Authority that is applicable to such Person or any Affiliate thereof including the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the Governor in Council (Canada), Global Affairs Canada, Public Safety Canada or His Majesty’s Treasury (United Kingdom).

“Secured Party” has the meaning set out in Section 6.7.

“Security” means the charges and security interests granted in favour of Purchaser pursuant to the Stream Security Documents.

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

“Seller” means Kolpa Canada Ltd., a company existing under the laws of the Province of Alberta and its successors and permitted assigns.

“Seller Group Entities” means the Seller PSA Entities, the Project Owners (following Completion only) and each of their respective Affiliates.

“Seller PSA Entities” means Seller and Parent.

“Seller Share Pledge” means the share pledge agreement (Contrato de Garantía Mobiliaria sobre Acciones) made by Seller under Peruvian law pursuant to which a pledge is created in favour of Purchaser over 100% of the present and future shares and other Equity Securities in the capital of the Mine Owner and related rights.

“Signing Date” has the meaning set out in the preamble to this Agreement.

“SPA” means the purchase and sale agreement dated April 1, 2025 between Parent, Seller, Kolparc Canada L.P. and GR Holding S.A.in respect of the acquisition of 100% of the issued share capital in the Mine Owner by Seller.

“Stream Documents” means, collectively, this Agreement, the Stream Security Documents, and each other agreement, document, instrument or certificate delivered for the benefit of Purchaser pursuant to or otherwise in connection with any of this Agreement or the Stream Security Documents.

“Stream NPV” has the meaning set out in Section 9.3(4).

“Stream Obligations” means all indebtedness, liabilities and other obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable or to be performed by any Seller Group Entity to Purchaser under, in connection with or pursuant to the Stream Documents.

“Stream Properties” means:

whether any of the foregoing is acquired or obtained before or after the date of this Agreement and including (i) all plants, buildings, structures, improvements, appurtenances and fixtures located on any of the foregoing or thereunder, (ii) any abandoned Stream Property or related rights or interests subsequently re-acquired, and (iii) any Additional Properties that become subject to this Agreement pursuant to Section 6.2.

“Stream Security Documents” means, collectively, the Seller Pledge Agreement and all other agreements, pledges and other security agreements pursuant to which a Seller Group Entity grants to Purchaser mortgages, charges, assignments by way of security, pledges and/or security interests in all or some of the Collateral as security for the Stream Obligations and “Stream Security Document” means any of the Stream Security Documents

“Sub-Minimum Amount” has the meaning set out in Section 2.7.

“Subsidiary” means, with respect to any Person, any other Person which is, directly or indirectly, controlled by that Person.

“Tax” or “Taxes” means all present or future taxes, rates, levies, premiums, royalties, imposts, duties, deductions, assessments, withholdings, tariffs, dues, fees and other charges of any nature, including sales or value-added taxes, goods and services taxes, stamp taxes and royalties, and including any interest, fines, penalties, additions to tax, or other liabilities with respect thereto, imposed, levied, collected, withheld or assessed by any Governmental Authority (of any jurisdiction), and whether disputed or not.

“Tax Returns” means all returns, declarations, reports, estimates, information returns, elections, designations and statements required to be filed in respect of any Taxes, including any schedule or attachment thereto or amendment thereof.

“Technical Report” means a technical report prepared in accordance with NI 43-101 or any other comparable foreign mineral disclosure code.

“Term SOFR” means the greater of (i) Term SOFR reference rate for a 3-month term published two Business Days prior to the first day of such term (the “Reference Business Day”), as such rate is published by the CME Group Benchmark Administration Limited (or a successor administrator of that reference rate), provided however that if such reference rate for such tenor has not been published on the Reference Business Day, then Term SOFR will be the Term SOFR reference rate for such tenor as published by CME Group Benchmark Administration Limited (or a successor administrator of that reference rate) on the first preceding Business Day for which such reference rate was published so long as such first preceding Business Day is not more than three Business Days prior to the Reference Business Day; and (ii) 2.00% per annum.

“Third Party Purchased Minerals” means any and all such ore and marketable metal bearing material or product in whatever form or state (including Produced Copper) that is mined, produced, extracted or otherwise recovered or derived from the Stream Properties and purchased from informal miners or other Persons other than Seller Group Entities, excluding all such ore and marketable metal bearing material or product in whatever form or state that is mined, produced, extracted or otherwise recovered or derived from the Additional Mines.

“Threshold Date No. 1” means the date upon which Purchaser has received, in the aggregate, LME Warrants representing more than 6,000 tonnes of Refined Copper hereunder.

“Threshold Date No. 2” means the date upon which Purchaser has received, in the aggregate, LME Warrants representing more than 10,500 tonnes of Refined Copper hereunder.

“Time of Delivery” has the meaning set out in Section 2.3(2).

“Top-Up Amount” has the meaning set out in Section 2.7(b).

“Transfer” means to sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including a joint venture interest or an expropriation or other Transfer required or imposed by law or any Governmental Authority, whether voluntary or involuntary), or to abandon, surrender or otherwise relinquish a right, title or interest.

“Transmission Assets” means the Definitive Transmission Concession granted by Supreme Resolution N° 087-93-EM issued by the Peruvian Ministry of Energy and Mines on December 28,1993 with respect to the SE. Ingenio – SE Caudalosa 60 kV Transmission Line (L-6644), as amended, including all assets, rights, Access Rights and other Authorizations related thereto.

“Trasmisora” means Compañia Trasmisora Sur Andino S.A.C., a company incorporated and existing under the laws of the Republic of Peru, or any transferee of the Transmission Assets as permitted pursuant to this Agreement, and their respective successors and permitted assigns.

“Trigger Event” means any Event of Default, or any event or circumstance which, with notice, the passage of time or both, would constitute an Event of Default.

“Uncredited Deposit” means, at any time, the Deposit, less the aggregate amount (if any) that has been credited against the Uncredited Deposit in accordance with Section 2.5; provided that in no event will the Uncredited Deposit be less than nil.

“Value” means, with respect to any Refined Copper delivered or deferred hereunder as of any calculation date, the applicable Copper Market Price on the calculation date multiplied by the applicable Reference Copper.

“Vendor” has the meaning set out in Section 6.13.

“Yen Mine” means the open pit mine operated by Explotación Minera PPM E.I.R.L. and Empresa de Transportes Bendito Niño de Jesus E.I.R.L. on the mining concession “ACUMULACION RUBLO” owned by the Mine Owner through exploitation agreements entered into with the Mine Owner and real property leased by the Mine Owner listed or described in Part III of Schedule A; Section 1.2          Other Rules of Interpretation

Section 1.3          Days

In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Vancouver time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Vancouver time) on the next Business Day.

Section 1.4          Schedules

The following schedules are attached to and form part of this Agreement:

ARTICLE 2

PURCHASE AND SALE

Section 2.1          Purchase and Sale

Section 2.2          Delivery Obligations

Subject to completion of the Acquisition Transaction and the Deposit having been paid, during the term of this Agreement, on or before the fifth Business Day after the last day of each calendar month, Seller shall sell and deliver to Purchaser, Refined Copper in an aggregate amount equal to the Reference Copper in each Offtaker Delivery occurring in such calendar month and in respect of which an Offtaker Payment has been made in that calendar month (whether such Offtaker Payment relates to all or any portion of the Produced Copper contained in such Offtaker Delivery). The amount of Recovered Copper and Reference Copper contained in each Offtaker Delivery shall be determined in accordance with the Independent Assay Results applicable to each such Offtaker Delivery.

Section 2.3          Delivery of LME Warrants

Section 2.4          Invoicing

Section 2.5          Purchase Price

Section 2.6          Loss of Offtaker Delivery

Section 2.7          Minimum Lot Size

Notwithstanding Section 2.2, to the extent the amount of any Refined Copper that the Seller is required to deliver pursuant to Section 2.3(1) (the “Sub-Minimum Amount”) is less than the minimum lot size for a single LME Warrant for Refined Copper (the “Minimum Lot Size”) then:

Upon the termination of this Agreement, any outstanding deliveries of Refined Copper that have been postponed pursuant to Section 2.7 shall become immediately due for delivery and any Top-Up Amount that has been delivered but not set off pursuant to Section 2.7(b) shall become immediately payable to Seller (calculated using the Copper Market Price as of the Date of Delivery of the Top-Up Amount to Purchaser) or set off against any amounts owing to Purchaser upon termination.

Section 2.8          Option to Purchase New Stream Interest & Amendment to Reference Copper

ARTICLE 3

DEPOSIT

Section 3.1          Deposit

In consideration for the sale and delivery of Refined Copper under and pursuant to the terms of this Agreement, Purchaser hereby agrees to pay to Seller a deposit in cash against the Copper Purchase Price in the amount of the Deposit, payable in accordance with Section 3.3 to the account designated by Seller for this purpose.

Section 3.2          Closing Date Deliveries

Section 3.3          Closing Conditions

Section 3.4          Satisfaction of Conditions Precedent

Purchaser and each Seller PSA Entity shall use all reasonable commercial efforts and take all reasonable action as may be necessary or advisable to satisfy and fulfil all the conditions precedent set forth in Schedule F and Section 3.3(1)(c) applicable to it, as promptly as reasonably practicable other than those conditions that will only be satisfied and fulfilled on the Closing Date including the Completion of the Acquisition Transaction.

Section 3.5          Use of Deposit

The Seller PSA Entities shall ensure that the Deposit is used only for the acquisition of the Mine Owner and/or associated transaction costs.

Section 3.6          Termination of this Agreement Prior to Closing Date

ARTICLE 4

TERM

Section 4.1          Term

The term of this Agreement shall commence on the Signing Date and, subject to Section 9.2(1)(c), shall continue until the date that is ten years after the Signing Date (the “Initial Term”). Purchaser may terminate this Agreement at the end of the Initial Term by providing the Seller PSA Entities, prior to the expiry of the Initial Term, with written notice of its intention to terminate. If Purchaser has not provided such notice prior to the expiry of the Initial Term, then this Agreement shall continue in full force and effect for successive ten-year periods unless and until Purchaser provides written notice to the Seller PSA Entities terminating this Agreement prior to the end of the then current term.

Section 4.2          Uncredited Deposit

If, by the expiry of the term of this Agreement or upon any early termination of this Agreement pursuant to Section 9.2(1)(c) or otherwise upon valid termination of this Agreement, Seller has not sold and delivered to Purchaser an amount of Refined Copper sufficient to reduce the Uncredited Deposit to nil in accordance with this Agreement, then Seller shall pay such Uncredited Deposit to Purchaser within 60 days of demand therefor following the expiry of the term or the termination of this Agreement by Purchaser.

ARTICLE 5 

REPORTING; BOOKS AND RECORDS

Section 5.1          Reporting Requirements

in each case, accompanied by a written statement by a senior officer of Seller setting forth details of the occurrence referred to therein.

provided that, to the extent any of the foregoing information is published publicly on Parent’s SEDAR+ profile or website, such publication shall constitute provision of such information to Purchaser.

Section 5.2          Books and Records

The Seller PSA Entities shall keep true, complete and accurate Books and Records to enable Purchaser to confirm compliance with the terms and conditions of this Agreement, including the determination of the Reference Copper. The Seller PSA Entities shall permit Purchaser and its authorized representatives and agents to have access to and perform audits, reviews and other examinations of, such Books and Records from time to time, at such reasonable times as Purchaser may request upon reasonable notice and at Purchaser’s sole risk and expense, provided that, absent an Event of Default that has occurred and is continuing, Purchaser and its authorized representatives and agents shall not conduct more than one such audit, review or other examination in any fiscal year of Seller.

Section 5.3          Technical Reports

Section 5.4          Inspections

Subject at all times to the workplace rules, health and safety regulations and Applicable Law, and under supervision of the Mine Owner, and provided any rights of access do not interfere with any exploration, development, mining or processing work conducted on the Stream Properties, the Seller PSA Entities hereby grant to Purchaser and its representatives and agents, at reasonable times and upon reasonable notice and at Purchaser’s sole risk and expense, the right to access and physically inspect the Books and Records and the Stream Properties, in each case to monitor the Project Owners’ mining and processing operations on the Stream Properties, to confirm compliance with the terms and conditions of this Agreement, or to otherwise monitor and review mining and processing operations. Absent an Event of Default that has occurred and is continuing, Purchaser and its authorized representatives and agents shall not exercise its rights under this Section more than once per fiscal year of Seller except where required for the purposes of preparing a required Technical Report in accordance with Section 5.3.

Section 5.5          Effective Date of Rights

The rights of Purchaser under Section 5.1 to Section 5.4 of this Agreement are effective on and from the date that Completion occurs.

Section 5.6          Confidentiality

ARTICLE 6

COVENANTS

Section 6.1          Conduct of Operations

Section 6.2          Processing/Commingling

Section 6.3          Preservation of Corporate Existence

Section 6.4          Insurance

Section 6.5          Project Assets

The Seller PSA Entities shall:

Section 6.6          Transfers