Exhibit 10.1

Execution Copy

SPROTT PRIVATE RESOURCE STREAMING AND ROYALTY (US COLLECTOR), L.P.

as Purchaser

and

SILVER VALLEY METALS CORP.

as Seller

and

BUNKER HILL MINING CORP.

as Parent Company

METALS PURCHASE AGREEMENT

Dated as of June 23, 2023

TABLE OF CONTENTS

ARTICLE 1
INTERPRETATION

ARTICLE 2

PURCHASE AND SALE

ARTICLE 3

DEPOSIT

ARTICLE 4

TERM

ARTICLE 5

REPORTING; BOOKS AND RECORDS

ARTICLE 6

COVENANTS

ARTICLE 7

GUARANTEES AND SECURITY

ARTICLE 8

REPRESENTATIONS AND WARRANTIES

ARTICLE 9

DEFAULTS AND DISPUTES

ARTICLE 10

ADDITIONAL PAYMENT TERMS

ARTICLE 11

GENERAL

ADDENDA

METALS PURCHASE AGREEMENT

THIS METALS PURCHASE AGREEMENT dated as of June 23, 2023 (the “Effective Date”) between Sprott Private Resource Streaming and Royalty (US Collector) LP. a limited partnership formed and existing under the laws of Delaware, as agent for the Sprott Stream Parties, as purchaser, SILVER VALLEY METALS CORP., a corporation incorporated and existing under the laws of Idaho, as seller, and BUNKER HILL MINING CORP., a corporation incorporated and existing under the laws of Nevada, as parent company.

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

In this Agreement including the recitals hereto:

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

“Additional Amounts” has the meaning set out in Section 10.2(1).

“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 metals 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agreement and all attached schedules, in each case as the same may be supplemented, amended, restated, modified or superseded from time to time in accordance with the terms hereof.

“Applicable Law” means any federal, provincial, state, local or municipal statute, law (including the common law), ordinance, rule having the force of law, regulation, by-law (zoning or otherwise) or order of any Governmental Authority or rule of any stock exchange or securities commission, applicable to a Person or any of its properties, assets, business or operations.

“Arbitration Rules” means the International Arbitration Rules of the International Centre for Dispute Resolution.

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

“Authorization” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Authority having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.

“Base Rate” means the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the United States. Each change in the Base Rate shall be effective from and including the date such change is publicly announced or quoted as being effective and shall be calculated on the basis of a 360 day year, as the case may be.

“BHMC” means Bunker Hill Mining Corp., a corporation incorporated under the laws of Nevada, and its successors and assigns.

“BHMC Guarantee” has the meaning set out in Section 7.1.

“BHMC Group Entities” means the Seller MPA Entities, and any successor to any of them, and each of their respective Affiliates and “BHMC Group Entity” means any one of them.

“BHMC Group Guarantees” has the meaning set out in Section 7.2(2).

“BHMC Group Guarantors” has the meaning set out in Section 7.2(2).

“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 Mining Properties, the Mineral Processing Facilities, and the mining, treatment, processing, milling, leaching, gravity, refining, concentrating and transportation of Minerals.

“Business Day” means any day, other than a Saturday, a Sunday, a statutory holiday or any day on which major banks are closed for business in Kellogg, Idaho or Toronto, Ontario.

“Buy Back Closing” has the meaning set out in Section 3.4(1).

“Buy Back Option” has the meaning set out in Section 3.4(1).

“CFADS” means, with respect to any period, an amount equal to:

all calculated on a consolidated basis provided, however, that any operating expenditures, sustaining capital expenditures, cash Taxes or cash reclamation expenses of BHMC which do not relate to the Mine or the operations of Seller and which are or will be paid for out of revenues generated during such period from sources other than the Mine or operations of Seller, will be excluded from the calculation of CFADS.

“Change of Control” of a Person means the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger 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 the voting shares of such Person, measured by voting power rather than number of shares; or (ii)acquires control of such Person.

“Closing Date” has the meaning set out in Section 3.2.

“Collateral” means all property and assets (whether real, personal or other and including Equity Securities) of the Seller MPA Entities in which charges, mortgages or security interests are granted or purported to be granted pursuant to the Security Documents.

“Committed Financing” means the Financial Indebtedness referred to below:

in each case, that is committed to be provided to Seller on terms and conditions that are not reasonably expected to result in a Material Adverse Effect and under which all conditions precedent necessary to draw down on such Financial Indebtedness have been satisfied or waived, other than (if then applicable) the advance of the Deposit.

“Completion” means, after such time as the Mine is operating, the achievement of positive operating cash flow (net of sustaining capital expenditures) of the Seller MPA Entities over a Fiscal Quarter, calculated on a consolidated basis and as at the end of such Fiscal Quarter in accordance with US GAAP and as recorded in the quarterly cash flow statement of the Seller MPA Entities.

“Consensus Pricing” means, with respect to the value of the Stream NPV or Forecast CFADS, as applicable, the forecasted metal prices for silver, lead and zinc and any other applicable metals (as of the date the value of the Stream NPV or Forecast CFADS is required to be determined in accordance with this Agreement):

“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.

“Converted Royalty” means the definitive agreement for a gross revenue royalty in respect of the sale of Minerals equal to the Converted Royalty Percentage of Gross Revenues (as defined in the Royalty) to be entered into by the Parties on substantially the same terms and conditions as the Royalty with necessary changes in detail.

“Converted Royalty Percentage” means an amount expressed as a percentage equal to the then applicable Stream Percentage multiplied by 0.8.

“Convertible Debentures” means, collectively, (i) the secured convertible debentures in the initial aggregate principal amount of US$6,000,000 issued on January 28, 2022 by BHMC and Seller to the holders thereof and convertible at the option of the holder into common shares in the capital of BHMC; as amended by the second omnibus amendment agreement dated as of June 17, 2022 and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time, and (ii) the series 2 secured convertible debentures in the aggregate principal amount of US$15,000,000 issued by BHMC and Seller on June 17, 2022 to the holders thereof and convertible at the option of the holder into common shares in the capital of BHMC, as the same may be amended, amended and restated, modified, supplemented or replaced from time to time.

“Cost to Complete” means, as at any date, the sum at such date of (i) Project Costs remaining to be paid by the Seller MPA Entities to construct and develop the Mine in accordance with the Project Financial Plan and for the Seller MPA Entities to achieve positive cash flow; plus (ii) all interest and principal repayments under Financial Indebtedness of the Seller MPA Entities (on a consolidated basis) due on or prior to completion of such construction and development and achievement.

“Cost to Complete Test” means, as of any date, the determination that as of such date

and where the amounts in above paragraphs (a) and (b) are calculated with respect to the Seller MPA Entities on a consolidated and a pro forma basis.

“Debt Facility” means the credit facility in the principal amount of up to US$21,000,000 made available to BHMC, as borrower, by the Sprott Lenders pursuant to the Sprott Loan Agreement.

“Debtor Relief Laws” means any of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada) and the Bankruptcy Code of the United States, each as now and hereafter in effect, and any proceeding under applicable corporate law seeking a compromise or arrangement of any debts of the corporation, or a stay of proceedings to enforce any of the claims of the corporation’s creditors, and all other liquidation, administration, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of Canada, the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Deposit” has the meaning set out in Section 3.1, as such amount may be adjusted pursuant to Section 3.4.

“Disclosure Letter” means the letter of disclosure (including the schedules thereto) dated on the date hereof, executed by the Seller MPA Entities and delivered to Purchaser concurrently with this Agreement

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

“Dispute Notice” has the meaning set out in Section 9.6(1).

“Distribution” means, with reference to a Seller MPA Entity, any of the following:

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

“Encumbrances” means any and all mortgages, charges, assignments, hypothecs, deeds of trust, pledges, security interests, royalty interests, liens, rights of reservation, right of reclamation and other encumbrances and adverse claims of every nature and kind that, in each case, secures payment of any Financial Indebtedness, liability, performance or obligation of any Person, whether registered or unregistered and whether arising under law or otherwise and whether perfected or otherwise.

“EPA Settlement Agreement” means the Consent Decree between the United States of America and Placer Mining Company, Inc., filed with the United States District Court District of Idaho on March 3, 2018 and approved on June 19, 2018 and the Settlement Agreement And Order On Consent For Response Action By Bunker Hill Mining Corp. between the EPA and Bunker Hill Mining Corp., dated as effective May 15, 2018 (EPA Region 10 CERCLA Docket No. 10-2017-0123), as amended by the First Amendment To The Settlement Agreement And Order On Consent For Response Action By Bunker Hill Mining Corp. between the EPA and Bunker Hill Mining Corp., dated as effective December 19, 2021, and any other amendments thereto.

“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.

“Excluded Taxes” means, (a) with respect to Purchaser, income or franchise Taxes imposed on (or measured by) its taxable income or capital Taxes imposed on (or measured by) its taxable capital, in each case by the jurisdiction under the Applicable Law of which such recipient is organized or in which its principal office is located, or (b) any Additional Amounts that would not be payable under Section 10.2(1) by virtue of the proviso at the end of that Section.

“Financial Assurances” has the same meaning as in the EPA Settlement Agreement.

“Financial Indebtedness” means:

“Financial Year” means, in relation to BHMC and Seller, its financial year commencing on January 1 of each calendar year and ending on December 31 of such calendar year.

“Fiscal Quarter” means a period of 3 consecutive months in each Financial Year of BHMC ending on March 31, June 30, September 30 and December 31 of such year.

“Forecast CFADS” means, with respect to any future period, an amount equal to:

all calculated on a consolidated basis and based on assumptions set forth in Schedule “E”, provided, however, that any operating expenditures, sustaining capital expenditures, cash Taxes or cash reclamation expenses of BHMC which do not relate to the Mine or the operations of Seller and which are or will be paid for out of revenues generated during such period from sources other than the Mine or operations of Seller, will be excluded from the calculation of Forecast CFADS.

“GGS Claims” means, collectively:

“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 and other social matters), those policies, practices, methods and acts engaged in or approved by a Person which, in the conduct of such business, exercises that degree of safe and efficient practice, diligence, prudence, and foresight reasonably and ordinarily exercised and most commonly accepted by reputable, skilled and experienced operators engaged in the mining industry in the United States.

“Governmental Authority” means any international, state, provincial, federal, regional, territorial, municipal or local government, agency, department, ministry, authority, board, tribunal, commission, or official, including any such entity with power to tax, or exercise regulatory or administrative functions, or any court, arbitrator (public or private), stock exchange or securities commission or any rule-making entity having or purporting to have jurisdiction in the relevant circumstances, or any Person acting or purporting to act under the authority of any of the foregoing.

“Guarantees” means, collectively, the BHMC Guarantee and any and all BHMC Group Guarantees.

“Hedging Contracts” means any agreement relating to a transaction of a type commonly considered to be a derivative or hedging transaction or any combination of such transactions, in each case, whether relating to one or more commodities, currencies, interest, securities or other matters, including commodity futures trading, forward sale and/or purchase contracts, spot-deferred contracts, option contracts or trading, metals trading, precious metal loans, fixed price offtake agreements or other exchange, swap, forward, cap, collar, floor, option or other hedging or similar agreement or any combination thereof, or any other similar transactions.

“Hedging Obligations” means all 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 by a Seller MPA Entity under, in connection with or pursuant to any and all Hedging Contracts.

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

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

“Insolvency Event” means, in respect of any Person, any one or more of the following events or circumstances whereby such Person (i) becomes insolvent or generally not able to pay its debts as they become due, (ii) admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors, (iii) institutes or has instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y) liquidation, winding up, administration, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any Debtor Relief Law, or (z) the entry of an order for relief or the appointment of a receiver, receiver-manager, administrator, custodian, monitor, trustee or other similar official for it or for any substantial part of its property, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of thirty (30) days, such Person fails to diligently and actively oppose such proceeding, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, receiver-manager, administrator, custodian, monitor, trustee or other similar official for it or for any substantial part of its properties and assets) occurs, (iv) passes a resolution or takes any other corporate action to authorize any of the above actions, or (v) suffers anything analogous or having a similar effect to an event or circumstance described in (i) to (iv) above.

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

“LBMA” means the London Bullion Market Association or a successor market satisfactory to Purchaser.

“Lead Market Price” means, with respect to any day and with respect to each pound of Payable Lead, an amount equal to (i) the per tonne cash settlement price as quoted in US dollars by the LME for lead on such day or the immediately preceding trading 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 lead is not calculated on behalf of or confirmed, acknowledged by, or quoted by the LME, the Lead Market Price shall be determined in the manner endorsed by the LME, failing which the Lead Market Price will be determined by reference to the per tonne price of lead on another commodity exchange satisfactory to Purchaser, acting reasonably; divided by (ii) 2,204.62.

“LME” means the London Metal Exchange or any successor exchange satisfactory to Purchaser.

“LME Warrants” means, in respect of Refined Lead, Refined Zinc or other refined metal, a bearer document of title recognized by the LME and representing Refined Lead, Refined Zinc or such other refined metal, as the case may be, held in a LME approved warehouse.

“Loan Life Coverage Ratio” means, with respect to the incurrence by any Seller MPA Entity of any proposed Financial Indebtedness, the ratio of A to B, where:

“Losses” means all claims, demands, proceedings, fines, losses, damages, liabilities, obligations, deficiencies, costs and expenses (including all legal and other professional fees and disbursements, interest, penalties, judgment and amounts paid in settlement of any demand, action, suit, proceeding, assessment, judgment or settlement or compromise), including any Taxes payable in respect thereof, including the value or change in value of past, current or future required or expected deliveries of silver, lead and zinc hereunder (including any decline in value of any silver, lead or zinc that is not delivered when due, net of any increase in value of any silver, lead or zinc during the same period), in connection with or in respect of any breach or default by the other Party.

“Material Adverse Effect” means any event, occurrence, change or effect that, when taken individually or together with all other events, occurrences, changes or effects:

provided that (x) changes to commodity prices and (y) events, occurrences, changes or effects affecting operators of mining and processing facilities in the US similar to those related to the Project generally, which do not have a disproportionate effect on the Seller MPA Entities, shall not be a Material Adverse Effect or be taken into account in determining whether there has been or will be a Material Adverse Effect.

“Material Contracts” means any contract or agreement entered into by a BHMC Group Entity and that is material to the construction, development, operation or ownership of the Mine or that would have a Material Adverse Effect if it was terminated or suspended or any party thereto failed to perform its obligations thereunder, including: (i) any engineering, procurement and construction management agreement; (ii) the EPA Settlement Agreement; and (iii) the Teck Purchase Agreement or any other agreement for the purchase or lease of major mill and process components having an individual value of $1,000,000 or more.

“Materials” means any and all tailings, residues, waste rock, spoiled leach materials, bulk samples, and other materials.

“Maximum Hedging Exposure” means, with respect to any date and the proposed incurrence by any Seller MPA Entity of any Hedging Obligations to be secured by an Encumbrance over any Project Asset, secured Hedging Obligations in an amount not to exceed at any time:

where the amounts in paragraphs (a) and (b) are determined as of the date of incurrence of the proposed secured Hedging Obligation and provided that if the amount in (a) less the amount in (b) is negative, then the Maximum Hedging Exposure shall be deemed to be zero.

“Mine” means the Bunker Hill Mine located in Coeur D’Alene Mining District, in the cities of Kellogg and Wardner and in Shoshone County, Idaho USA, which is comprised of and covers, inter alia, the Mining Properties and the other Project Assets.

“Mineral Processing Facilities” means any crusher, mill, ore concentrator, processing plant, smelter, refinery or other processing facility to be developed, constructed, owned or operated by any BHMC Group Entity located on or near the Mining Properties and at which Minerals are processed.

“Minerals” means any and all metals, minerals and products or by-products thereof, including the Materials, of whatever kind and nature and in whatever form or state, in, under or upon the surface or subsurface of the Mining Properties (including ore, metals, precious metals, base metals, uranium, industrial minerals, concentrates, gems, diamonds, commercially valuable rock, and other minerals that are mined, excavated, extracted, recovered or otherwise produced from the Mining Properties and any ore, concentrates and other products resulting from the milling, processing or other beneficiation of such metals, minerals, products and by-products).

“Minimum Quantities” means, with respect to Payable Metals calculated by reference to Recovered Metals in each Offtaker Delivery and delivered to Purchaser in the form of Refined Silver equivalents hereunder:

provided, however that upon the closing of the Buy Back Option, the Minimum Quantities thereafter shall equal (i) the Minimum Quantities otherwise calculated hereunder less any Payable Metals delivered to Purchaser in the form of Refined Silver equivalents hereunder on or before the closing of the Buy Back Option; multiplied by (ii) 50%. For greater certainty, the Minimum Quantities shall be determined for each Payable Metal individually.

“Mining Properties” means, collectively:

“Mining Rights” means any 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. “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 Construction Report” means a written report in relation to each calendar month with respect to the Project to be prepared by or on behalf of Seller for each month until Completion is achieved, which shall include all of the information contained in the monthly reports prepared and provided to the board of directors of BHMC with respect to the Project and, to the extent not contained in such reports, will also contain for such month a full description of the activity and capital spend at the Project including but not limited to:

“Monthly Report” means a written report in relation to each calendar month with respect to the Mine to be prepared by or on behalf of Seller for each month following the first shipment of Minerals to a Processor, which shall include all of the information contained in the monthly reports prepared and provided to the board of directors of BHMC with respect to the Mine (except to the extent that such information is contained in the Monthly Construction Report being provided to Purchaser for the month in question) and, to the extent not contained in such reports, will also contain for such month and the ensuing months forecasted until the end of the fiscal year for the Mine:

“Mortgage” means the mortgage, assignment of production, assignment of leases and rents, security agreement, financing statement and fixture filing dated as of January 28, 2022 between Seller and the Security Agent, as the amended by the first amendment to mortgage, assignment of production, assignment of leases and rents, security agreement, financing statement and fixture filing dated June 17, 2022 and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time.

“Net Proceeds” means, with respect to receipt of proceeds of insurance or offtake settlement payment arising in connection with a total or partial loss of Recovered Metals under Section 2.6, the aggregate amount received for such lost Recovered Metals by the BHMC Group Entities, less the fees, costs and other out-of-pocket expenses (as evidenced by supporting documentation provided to Purchaser upon request) incurred or paid to a third party by such BHMC Group Entity in connection with the claim giving rise to such proceeds, without deduction for any insurance premiums or similar payments (other than deductibles).

“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 any agreement entered into by Seller (or any other BHMC Group Entity) with any Processor (including spot sales) (i) for the Sale of Minerals to such Person, or (ii) for the smelting, refining or other beneficiation of Minerals by such Person for the benefit of Seller.

“Offtaker Charges” means any refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, weight franchise charges, financing charges or price participation charges, or other charges, penalties or deductions that may be charged or levied by a Processor, regardless of whether such charges, penalties or deductions are expressed as a specific metal deduction, a percentage or otherwise, but excluding the recovery or payability rate payable to the Processor on customary arm’s length terms pursuant to the terms of the applicable Offtake Agreement.

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

“Offtaker Payment” means (i) with respect to (A) Minerals purchased by a Processor from a BHMC Group Entity, or (B) Minerals the entitlement to, or benefit of which, is received by a Processor from a BHMC Group Entity, the receipt from and after the Effective Date by a BHMC Group Entity of payment or other consideration (including any silver credits or LME Warrants) from the Processor in respect of any Minerals, or if no such consideration is applicable, the delivery of the Minerals (or ownership of the Minerals) to such Processor (or to the direction of such Processor); and (ii) with respect to Minerals refined, smelted or otherwise beneficiated by a Processor on behalf of a BHMC Group Entity, the receipt from and after the Effective Date by a BHMC Group Entity of any Refined Metals in accordance with the applicable Offtake Agreement.

“Offtake Sales Documents” means such documents as are prepared or produced in connection with sale or transfer of Minerals to a Processor, 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 Processor, including certificates for final shipped moisture content and final analyses and assays evidencing the amount of Minerals, including the quantity of silver, lead, zinc and any other metal contained therein, delivered to the Processor.

“Operating Costs” means, for any period, the aggregate of all operating costs of the Seller MPA Entities during such period including the costs of developing, operating, maintaining or protecting the Project (including the Project Assets), the costs of mining, milling, processing, loading, transporting, refining or delivering minerals recovered from the Mine, general administration costs and expenses of the Seller MPA Entities, maintenance and reclamation costs of the Project, amounts payable to the EPA or any other Governmental Authority (including all profit, income, property and other Taxes), maintenance of Mining Rights and Authorizations costs and royalty payments.

“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 Mining Properties, whether such properties are owned by BHMC Group Entities or otherwise.

“Other Rights” means all licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions or franchises held by the BHMC Group Entities or required to be obtained from any Person (other than a Governmental Authority), for the construction, development and operation of the Mine, as such construction, development and operation is contemplated by the current or then applicable development or mine plan, as the case may be.

“Parties” means Purchaser, Seller, BMHC and their respective successors and permitted assigns, and “Party” means any of them.

“Payability Rate” means, with respect to any Recovered Metals in an Offtaker Delivery, the outturn, expressed as a percentage, of Refined Metals processed by the Processor from Minerals in such Offtaker Delivery (before any deduction in respect of any Offtaker Charges) in accordance with the settlement sheets (or other Offtake Sales Documents reasonably acceptable to Purchaser) provided by the Processor in connection with such Offtaker Delivery.

“Payable Lead” means an amount of Refined Lead equal to (i) the Stream Percentage, multiplied by (ii) the Payability Rate, multiplied by (iii) the Recovered Lead contained in any Offtaker Delivery.

“Payable Lead Silver Equivalent” means, with respect to Recovered Lead contained in each Offtaker Delivery, the aggregate number of Refined Silver ounces equal to (i) the amount of Payable Lead calculated by reference to such Recovered Lead, multiplied by the Lead Market Price on the applicable Pricing Date, divided by (ii) the Silver Market Price on such Pricing Date.

“Payable Metals” means Payable Lead, Payable Silver and Payable Zinc, collectively, or as the context may require.

“Payable Silver” means an amount of Refined Silver equal to (i) the Stream Percentage, multiplied by (ii) the Payability Rate, multiplied by (iii) the Recovered Silver contained in any Offtaker Delivery.

“Payable Zinc” means an amount of Refined Zinc equal to (i) the Stream Percentage, multiplied by (ii) the Payability Rate, multiplied by (iii) the Recovered Zinc contained in any Offtaker Delivery.

“Payable Zinc Silver Equivalent” means, with respect to Recovered Zinc contained in each Offtaker Delivery, the aggregate number of Refined Silver ounces equal to (i) the amount of Payable Zinc calculated by reference to such Recovered Zinc, multiplied by the Zinc Market Price on the applicable Pricing Date, divided by (ii) the Silver Market Price on such Pricing Date.

“Permitted Encumbrances” means:

“Permitted Secured Debt” means any of the following Financial Indebtedness or other obligations which in each case is secured by Encumbrances on certain Project Assets:

“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.

“PF Obligations” means, collectively, 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 by a Seller MPA Entity to the Sprott Entities, or any of them, under, in connection with or pursuant to the Project Finance Documents (including the Stream Obligations and all such indebtedness, liabilities and obligations that accrue after the commencing by or against any Seller MPA Entity of any insolvency or similar proceeding).

“Pledge Agreement” means the pledge agreement dated as of January 7, 2022 made between BHMC and the Security Agent, as amended by the omnibus amendment agreement dated as of January 28, 2022 and the second omnibus amendment agreement dated as of June 17, 2022, in each case, by and among the Seller MPA Entities and Sprott Private Resource Streaming and Royalty (Collector), LP, and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time.

“Positive CFADS Test” means, as of the last day of any Fiscal Quarter, the achievement by the Seller MPA Entities on a consolidated basis of positive cumulative CFADS for the period comprised of that Fiscal Quarter and each of the preceding three Fiscal Quarters.

“Pricing Date” means, with respect to each Offtaker Delivery, the second Business Day immediately prior to the Time of Delivery of Refined Silver delivered to Purchaser in respect of such Offtaker Delivery.

“Primary Claims” means, collectively:

“Processor” means (i) any Person that is not a BHMC Group Entity that purchases Minerals from a BHMC Group Entity or is the recipient of the entitlement to, or benefit of, Minerals from a BHMC Group Entity (including where a Governmental Authority levies a Tax payable by way of delivery of Minerals or otherwise obtains Minerals from a BHMC 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 BHMC Group Entity.

“Project” means the construction and development of the Mine in accordance with the Project Financial Plan.

“Project Assets” means, collectively:

“Project Costs” means all costs and expenses that are or are expected to be incurred by the BHMC Group Entities for the construction and development of the Mine in accordance with the Project Financial Plan in order to achieve Completion.

“Project Finance Documents” means this Agreement, the Convertible Debentures, the ROFR Agreement (as defined in the Convertible Debentures), the Royalty Put Option Agreement, the Security Documents, the Sprott Loan Agreement and all other agreements, instruments and documents from time to time (both before and after the date of this Agreement) delivered to or in favour of any Sprott Entity in connection with any of the foregoing agreements and includes without limitation any agreement designated from time to time by the Seller , BHMC and the Security Agent as a “Project Finance Document” for purposes of the Security Documents.

“Project Financial Plan” means, collectively, the financial model dated April 4, 2023 for the Project, BHMC and its Subsidiaries, for the life of Mine that includes all costs expected to be incurred in the construction and development of the Mine, including a detailed breakdown of the capital expenditures relating to the Project and the cost to acquire, demobilize and re-assemble the processing plant at the Mine site, all of the Seller MPA Entities’ administration and management costs, all costs payable by each Seller MPA Entity for legal, technical, financial and other advisers, all EPA settlement costs including the costs of providing the Financial Assurances and a financing plan including finance and insurance costs and Taxes, as such financial model may be amended or supplemented from time to time with the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed.

“Purchaser” means Sprott Private Resource Streaming and Royalty (US Collector), LP, a limited partnership formed and existing under the laws of Delaware, as agent for the Sprott Stream Parties, and any successor agent therefor that becomes party to this Agreement, and its successors and permitted assigns.

“Quarterly Report” means a written report in relation to each quarter with respect to the development, operation and maintenance of the Mine to be prepared by or on behalf of Seller for each quarter following the first shipment of Minerals to a Processor, which shall include all of the information contained in the quarterly reports prepared and provided to the board of directors of BHMC with respect to the operation of the Mine (except to the extent that such information is contained in the Monthly Report provided to Purchaser for the last month of the Fiscal Quarter in question) and, to the extent not contained in such reports, will also contain for such quarter and quarters forecasted until the end of the fiscal year for the Mine:

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

“Real Property” means, collectively, the Mining Properties and all other interest in and rights to property described in Schedule “A” under the heading “Legal Description of Mine”.

“Recovered Lead” means any and all lead in whatever form or state that is mined, produced, extracted or otherwise recovered from the Mining Properties, including any lead derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Mining Properties, and including lead contained in any ore or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates.

“Recovered Metals” means, collectively, Recovered Silver, Recovered Lead and Recovered Zinc.

“Recovered Silver” means any and all silver in whatever form or state that is mined, produced, extracted or otherwise recovered from the Mining Properties, including any silver derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Mining Properties, and including silver contained in any ore or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates and doré bars.

“Recovered Zinc” means any and all zinc in whatever form or state that is mined, produced, extracted or otherwise recovered from the Mining Properties, including any zinc derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Mining Properties, and including zinc contained in any ore or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates.

“Refined Lead” means marketable metal bearing material of lead in the form of refined lead outturn from an accredited refinery to standards conforming to the specifications for good delivery of the LME.

“Refined Metals” means, collectively, Refined Silver, Refined Lead and Refined Zinc.

“Refined Silver” means marketable metal bearing material in the form of silver that is refined by an accredited refiner that is on the LBMA’s Good Delivery List to a minimum 999 parts per 1,000 fine silver and that otherwise meets the LBMA’s Good Delivery Rules

“Refined Zinc” means marketable metal bearing material of zinc in the form of refined zinc outturn from an accredited refinery to standards conforming to the specifications for good delivery of the LME.

“Related Party Transaction” means any transaction or agreement (whether by written agreement or otherwise) between a Seller MPA Entity and one or more BHMC Group Entities, including any Financial Indebtedness, service agreement or management agreement.

“Relevant Jurisdictions” has the meaning set out in Section 3.2(1)(j).

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

“Residual Claims” means, collectively:

but for greater certainty excludes any Primary Claims or GGS Claims.

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

“Restricted Person” means any Person that:

“Royalty” means the gross revenue royalty on all minerals produced and sold from the Mining Properties granted by the Seller MPA Entities to Sprott Private Resource Streaming and Royalty (US Collector), LP pursuant to the Royalty Convertible Debenture on the date hereof.

“Royalty Convertible Debenture” means the royalty convertible debenture in the principal amount of US$8,000,000 dated January 7, 2022, as amended by the omnibus amendment agreement dated as of January 28, 2022 and the second omnibus amendment agreement dated as of June 17, 2022, the third omnibus amendment agreement dated as of December 5, 2022 in each case, by and among the Seller MPA Entities and Sprott Private Resource Streaming and Royalty (US Collector), LP, and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time

“Royalty Put Option Agreement” means the put option agreement dated as of July 22, 2022 between the holder of the Royalty and BHMC and Seller pursuant to which upon the occurrence of an event of default under any Convertible Debenture, the holder may require BHMC and Seller to purchase the Royalty for US$8 million.

“Security Agent” means Sprott Private Resource Streaming and Royalty (Collector), LP, an Ontario limited partnership, in its capacity as security agent for the benefit of the Sprott Entities under the Security Documents, and any successor agent appointed pursuant to the Security Sharing Agreement, and their successors and permitted assigns.

“Security Agreement” means the security agreement dated January 28, 2022 and made by BHMC and Seller in favour of the Security Agent, as amended by the second omnibus amendment agreement dated as of June 17, 2022 and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time.

“Security Documents” means, collectively, all assignments, deeds of trust, mortgages, account control agreements, pledges and other security agreements pursuant to which a BHMC Group Entity grants to the Security Agent for the benefit of the Sprott Entities mortgages, charges, pledges and/or security interests in all or some of its present and after acquired property as security for the PF Obligations, and includes the Pledge Agreement; the Security Agreement and the Mortgage and “Security Document” means any of the Security Documents.

“Security Sharing Agreement” means the security sharing agreement dated as of January 28, 2022 between the Security Agent, Purchaser, the parties to the Project Finance Documents (other than the Seller MPA Entities) and other Sprott Entities party thereto from time to time, as creditors, and acknowledged and agreed by the Seller MPA Entities, as amended by the second omnibus amendment agreement dated as of June 17, 2022 and as the same may be further amended, amended and restated, modified, supplemented or replaced from time to time.

“Seller” means Silver Valley Metals Corp., a corporation incorporated under the law of Idaho, and its successors and permitted assigns.

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

“Seller MPA Entities” means Seller, BHMC and each BHMC Group Guarantor.

“Silver Cash Price” means, with respect to the Silver Equivalent of Payable Metals, 20% of the Silver Market Price.

“Silver Equivalent” means, with respect to the Payable Metals contained in each Offtaker Delivery, the aggregate amount Refined Silver equal to the sum of (i) Payable Silver, (ii) Payable Zinc Silver Equivalent, and (iii) Payable Lead Silver Equivalent.

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

“Sprott Entities” means, collectively, the administrative agent party to any Convertible Debenture, the Security Agent, the holders of the Convertible Debentures, the Sprott Lenders, Purchaser, the Sprott Stream Parties, any Affiliate of Sprott Inc. and any fund managed or sub-managed by an Affiliate of Sprott Inc., which in each case is party to a Project Finance Document together with any successor, assign or transferee thereof that is party from time to time to any Project Finance Document and “Sprott Entity” means any one of them.

“Sprott Lenders” means, collectively, Sprott Private Resource Streaming and Royalty (US Collector), LP, a limited partnership formed and existing under the laws of Delaware, in its capacity as agent and lender under the Sprott Loan Agreement and Sprott Private Resource Streaming and Royalty Annex (US Collector), LP, a limited partnership formed and existing under the laws of Delaware, as a lender under the Sprott Loan Agreement, and in each case their respective successors and permitted assigns.

“Sprott Loan Agreement” means the loan agreement dated as of the date hereof between BHMC, as borrower, Seller, as guarantor, and the Sprott Lenders.

“Sprott Stream Parties” means, collectively, Sprott Private Resource Streaming and Royalty (US Collector), LP, a limited partnership formed and existing under the laws of Delaware, and Sprott Private Resource Streaming and Royalty Annex (US Collector), LP, a limited partnership formed and existing under the laws of Delaware, and, in each case, their respective successors and assigns.

“Stream NPV” has the meaning set out in Section 9.5(4).

“Stream Obligations” means, collectively, 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 by each Seller MPA Entity to Purchaser under, in connection with or pursuant to the Transaction Documents.

“Stream Percentage” means 10% until the Payable Metals in the Minimum Quantities have been delivered to Purchaser in the form of Refined Silver equivalents hereunder; and thereafter 2%, provided however upon the closing of the Buy Back Option, the Stream Percentage shall be reduced to 5% until the reduced Minimum Quantities have been delivered to Purchaser in the form of Refined Silver equivalents hereunder and thereafter 1% of Payable Metals.

“Subsidiary” means each Person directly or indirectly controlled by BHMC.

“Target IRR Amount” means, with respect to any date and after taking into account all deliveries of the Silver Equivalent of Payable Metals (valued at the applicable Silver Market Price) made by Seller to Purchaser hereunder and all payments of Silver Cash Price made by Purchaser to Seller hereunder as of such date, an amount which would be required to be received by Purchaser to be repaid 100% of the Deposit (as adjusted, if applicable, pursuant to Section 3.4; provided that, in the event of the exercise of the Buy Back Option, the Target IRR Amount will also take into account the amount by which the Buy Back Option payment exceeds the portion of the Deposit amount repurchased pursuant to the Buy Back Option and the timing of such payment) and to yield, as of such date, an internal rate of return thereon (after taking into account the timing of all such payments (including, as applicable, the amount and timing of the Buy Back Option payment) and deliveries made by such date) equal to 14% on the amount of the Deposit.

“Target IRR Date” means, after taking into account all deliveries of the Silver Equivalent of Payable Metals (valued at the applicable Silver Market Price) made by Seller to Purchaser hereunder and all payments of Silver Cash Price made by Purchaser to Seller hereunder, the date upon which Purchaser has received the Target IRR Amount.

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

“Teck Purchase Agreement” means the asset sale and purchase agreement between Teck Washington Incorporated and Seller and BHMC dated March 1, 2022, as amended by Addendum No. 1 dated March 15, 2022 and Addendum No. 2 dated March 30, 2022; as further amended, restated, modified or supplemented from time to time.

“Time of Delivery” has the meaning set out in Section 2.3(1).

“Total Secured Debt” means, with respect to any date and the incurrence by any Seller MPA Entity of any proposed Financial Indebtedness, the sum of (i) an amount equal to the Uncredited Deposit multiplied by 1.5; plus (ii) the aggregate principal amount of the proposed Financial Indebtedness to be secured by an Encumbrance over any Project Asset, if any, plus (iii) the aggregate principal amount of any outstanding Financial Indebtedness secured by an Encumbrance over any Project Asset and payable by, assumed by or guaranteed by any Seller MPA Entity that is not being refinanced by the proposed Financial Indebtedness; plus (iv) the amount of any Hedging Obligations secured by an Encumbrance over any Project Asset.

“Total Secured Debt to Total Security Percentage” means, with respect to any date and the incurrence by any Seller MPA Entity of any proposed Financial Indebtedness on such date, the ratio of Total Secured Debt to Total Security Exposure where (i) current liabilities included in the calculation of Total Security Exposure excludes any liabilities included in the calculation of Total Secured Debt, and (ii) all such calculations of Total Secured Debt and Total Security Exposure are made with respect to any Seller MPA Entity on a consolidated basis.

“Total Security Exposure” means the sum of:

where “Stream Delivery Costs” equals the Refined Silver delivery obligations of the Seller hereunder during the Initial Term.

“Transaction Documents” means this Agreement, including the Guarantee, the BHMC Group Guarantees, the Security Documents and each other document to be executed and delivered to Purchaser in connection with this Agreement.

“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.

“Trigger Event” means any Seller Event of Default, or any event or circumstance which, with notice, the passage of time or both, would constitute a Seller Event of Default or a material default under the terms of any Material Contract or agreement relating to any Financial Indebtedness.

“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.

“Units” means with respect to silver, ounces and with respect to lead and zinc, tonnes.

“Unpaid Deposit” has the meaning set out in Section 9.3(a).

“US GAAP” means in relation to any Person at any time, accounting principles generally accepted in the United States applied on a basis consistent with the most recent audited financial statements of such Person and, if applicable, its consolidated affiliates (except for changes disclosed in the notes to financial statements issued by such Person subsequent to the date hereof).

“Zinc Market Price” means, with respect to any day and with respect to each pound of Payable Zinc, an amount equal to (i) the per tonne cash settlement price as quoted in US dollars by the LME for zinc on such day or the immediately preceding trading 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 zinc is not calculated on behalf of or confirmed, acknowledged by, or quoted by the LME, the Zinc Market Price shall be determined in the manner endorsed by the LME, failing which the Zinc Market Price will be determined by reference to the per tonne price of zinc on another commodity exchange satisfactory to Purchaser, acting reasonably; divided by (ii) 2,204.62.

A Party is strictly liable under any obligation to (i) ensure an action, event or circumstance occurs or exists, or does not occur or exist; or (ii) cause an action, event or circumstance to occur, exist, not occur or not exist. For greater certainty, such obligation shall not be reduced or limited in any manner even if such Party cannot control such action, event or circumstance, or cannot control a Person who is able to control such action, event or circumstance.

Any reference in this Agreement to a statute or a regulation or rule promulgated under a statute or to any provision contained therein shall be a reference to the statute, regulation, rule or provision as may be amended, restated, re-enacted or replaced from time to time.

Headings of Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

The Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement.

Words importing the singular number include the plural and vice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All forms of “include” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall have the same meaning and effect as “shall”. Unless the context requires otherwise (i) reference to any agreement or other document herein shall be construed as referring to such agreement or other document as from time to time amended, amended and restated, modified or supplemented (subject to any restrictions on such amendment set forth herein); (ii) reference to any Person shall be construed to include such Person’s successors and assigns; (iii) “herein”, “hereof” and “hereunder”, and similar words shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; and (iv) all references to sections, schedules and exhibits shall be construed to refer to sections of, schedules to and exhibits to this Agreement, and all such schedules and exhibits shall form part of this Agreement.

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. (Eastern 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. (Eastern Time) on the next Business Day.

Unless specified otherwise in this Agreement, all statements or references to dollar amounts in this Agreement are to U.S. dollars.

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

Schedule A – Maps and Legal Description of Mine

Schedule B – Description of Mining Rights

Schedule C – Representations and Warranties of the Seller MPA Entities

Schedule D – Representations and Warranties of Purchaser

Schedule E – Stream NPV Principles and Assumptions

Schedule F – Permitted Encumbrances

Schedule G – Uses

ARTICLE 2
PURCHASE AND SALE

Within 10 Business Days of each Offtaker Payment, Seller shall sell and deliver to Purchaser Refined Silver in an amount equal to the Silver Equivalent of the Payable Metals calculated by reference to the Recovered Metals in the Offtaker Delivery to which such Offtaker Payment relates, whether such Offtaker Payment relates to all or any portion of the Recovered Metals contained in such Offtaker Delivery; provided that if an Offtaker Payment consists of a provisional payment that may be adjusted upon final settlement of an Offtaker Delivery, then:

shall attach to such invoice the Offtake Sales Documents for each such delivery.

In the event of any total or partial loss of any Recovered Metals prior to the delivery to Purchaser of Refined Silver equal to the Silver Equivalent of Payable Metals calculated by reference to such Recovered Metals, Seller shall use the Net Proceeds of any insurance payments or offtake settlement payment received in respect of such loss to purchase and deliver to Purchaser the Silver Equivalent of applicable Payable Metals in an amount equal to (i) Purchaser’s pro rata interest in the lost Recovered Metals (net of purchase price obligations hereunder), multiplied by (ii) such Net Proceeds.

ARTICLE 3
DEPOSIT

In consideration for the sale and delivery of Refined Silver equal to the Silver Equivalent of Payable Metals under and pursuant to the terms of this Agreement, Purchaser hereby agrees to pay to Seller a deposit in cash against the purchase price for such Refined Silver in the amount of $46,000,000.00 (the “Deposit”), payable in accordance with Section 3.2.

The Seller MPA Entities shall ensure that the Deposit is used only for the construction and development of the Mine and servicing Permitted Secured Debt and other permitted Financial Indebtedness and for greater certainty will exclude (i) any general and administrative expenses relating to, or reasonably allocable to, any project or asset other than the Project and development of related infrastructure; and (ii) any expenditures, directly or indirectly, incurred in connection with any project or asset other than the Project and development of related infrastructure.

For greater certainty, the Deposit shall be reduced by 50% of the Deposit immediately prior to the Buy Back Closing and not by the aggregate amount paid pursuant to this Section 3.4.

ARTICLE 4
TERM

The term of this Agreement shall commence on the Effective Date and, subject to Section 9.2(1)(c), shall continue until the date that is 40 years after the Effective Date (the “Initial Term”). Purchaser may terminate this Agreement at the end of the Initial Term by providing Seller, 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 Seller terminating this Agreement prior to the end of the then current term.

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, Seller has not sold and delivered to Purchaser an amount of Refined Silver 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.

On and after the later of the date on which (i) the Minimum Quantities for each individual Payable Metal have been delivered to Purchaser in the form of Refined Silver equivalents; and (ii) the Buy Back Option has been exercised or lapsed; Seller may elect by notice in writing to require Purchaser to convert the remaining delivery obligations under this Agreement into the Converted Royalty. As soon as reasonably practicable and in any event within 60 days of receipt by Purchaser of such notice and the draft Converted Royalty:

ARTICLE 5
REPORTING; BOOKS AND RECORDS

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

Seller and BHMC shall, and shall cause the other Seller MPA Entities to, 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 Payable Metals and whether Completion has been achieved. Seller and BHMC shall, and shall cause the other Seller MPA Entities to:

such Books and Records from time to time, at such reasonable times as Purchaser may request upon reasonable notice. If any audit, review or examination conducted by Purchaser discloses that deliveries of Refined Silver received under this Agreement are short by more than five percent (5%) or there has been a material breach of any obligation, covenant, condition or agreement contained herein, the Seller MPA Entities shall reimburse Purchaser for its costs incurred in such audit, review or examination.

Subject at all times to the workplace rules and supervision of Seller, and provided any rights of access do not interfere with any exploration, development, mining or processing work conducted on the Mining Properties, the Seller MPA 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, the Mining Properties and the Mineral Processing Facilities, in each case to monitor Seller’s mining and processing operations on the Mining Properties, to confirm compliance with the terms and conditions of this Agreement, confirm whether Completion has been achieved, or to otherwise monitor and review mining and processing operations. Purchaser shall avail itself of the rights in this Section 5.4 no more than once per calendar year.

Seller and BHMC shall use commercially reasonable efforts to cause construction and development in respect of the Mine to be carried out in accordance with the Project Financial Plan. Seller shall promptly notify Purchaser in writing of any departure from or proposed change to the Project Financial Plan that could result in a Material Adverse Effect.

provided that such disclosure is made on a need to know basis and that such Persons are advised of the confidential nature of the non-public information, undertake to maintain the confidentiality of it and are strictly limited in their use of the non-public information to those purposes necessary for such Persons to perform the services for which they were, or are proposed to be, retained or to consider or effect the applicable transaction, or to monitor their investments in the case of limited partners or investors, as applicable;

ARTICLE 6
COVENANTS

Seller and such other tolling processor shall enter into a toll mining contract with respect to such tolling and keep all books, records, data, information and samples, in each case, in accordance with Good Practice Standards. For greater certainty, deliveries shall be required hereunder in respect of all such toll treated Minerals, bulk samples and other production where Seller or any other BHMC Group Entity receives any proceeds from any Processor or other purchaser.

Seller and BHMC shall ensure that:

Subject to Section 7.2, Seller and BHMC shall not, and shall cause the other BHMC Group Entities to not, grant or allow to exist an Encumbrance, other than Permitted Encumbrances, in respect of all or any of the Project Assets in favour of any Person.

Without limiting any other provision of this Agreement, Seller and BHMC shall ensure that any Related Party Transaction entered into by the Seller MPA Entities shall be:

Seller shall not, and Seller and BHMC shall ensure that the other Seller MPA Entities do not, incur, assume, guarantee or otherwise be or become liable for any Financial Indebtedness secured by an Encumbrance over any Project Asset without the prior written consent of Purchaser, other than any Permitted Secured Debt.

The Seller MPA Entities may enter into Hedging Contracts on an unsecured basis in the ordinary course of, and pursuant to the reasonable requirements of, its business, and not for speculative investment or on a margined basis. The Seller MPA Entities may enter into any such Hedging Contract on a secured basis only with the prior approval of Purchaser, acting reasonably, and provided that (i) the obligations under the such Hedging Contract that are secured by Encumbrances over any Project Asset at no time will exceed the Maximum Hedging Exposure where the Maximum Hedging Exposure is calculated as at the date of entering into any such Hedging Contract; and (ii) the counterparty and Purchaser enter into an intercreditor agreement on terms satisfactory to Purchaser. Following the Target IRR Date, the Seller MPA Entities may enter into Hedging Contracts without restriction provided that such Hedging Contracts do not interfere with Seller’s ability to satisfy its obligations hereunder.

Seller and BHMC shall not, and shall cause each other Seller MPA Entity to not:

The Seller MPA Entities shall comply in all material respects with the EPA Settlement Agreement and shall take all actions necessary to ensure that the surety bonds, letters of credit and other Financial Assurances required under the EPA Settlement Agreement are validly issued in favour of the EPA and remain in good standing and satisfactory to the EPA, in each case in accordance with the EPA Settlement Agreement.

ARTICLE 7
GUARANTEES AND SECURITY

ARTICLE 8
REPRESENTATIONS AND WARRANTIES

Seller and BHMC, acknowledging that Purchaser is entering into this Agreement in reliance thereon, hereby jointly and severally make, as of the date of execution of this Agreement, the representations and warranties to Purchaser set forth in Schedule “C”. Such representations and warranties shall be deemed to be repeated (on the date of the relevant certificate) to the extent that they are certified to be true and correct in a certificate delivered by any Seller MPA Entity pursuant to Section 3.2(1).

Purchaser, acknowledging that the Seller MPA Entities are entering into this Agreement in reliance thereon, hereby makes, as of the date of execution of this Agreement, the representations and warranties to the Seller MPA Entities set forth in Schedule “D”.

The representations and warranties set forth above shall survive the execution and delivery of this Agreement.

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Seller MPA Entities, it shall be deemed to refer to the actual knowledge of Richard Williams, as Executive Chairman of BHMC, Sam Ash, as Chief Executive Officer of BHMC and President of Seller, David Wiens, as Chief Financial Officer of BHMC, and Bradley Barnett, as Vice President of Sustainability of BHMC and Secretary of Seller, and all knowledge which such Persons would have if such Person made due enquiry into the relevant subject matter having regard to the role and responsibilities of such Person as an officer of the Seller MPA Entities, as applicable.

ARTICLE 9
DEFAULTS AND DISPUTES

Each of the following events or circumstances constitutes an event of default (each, a “Seller Event of Default”):

and all such deliveries and amounts shall become immediately due and payable upon demand; provided that the right to terminate this Agreement and the right to demand Losses based on a Stream NPV shall not be exercisable in the case of a Seller Event of Default in Section 9.1(b) or 9.1(c) unless such Seller Event of Default (excluding references to materiality or Material Adverse Effect in the applicable representations and warranties, covenants) results in a Material Adverse Effect, and provided further that in the case of a breach of any covenant contained in Article 5, Purchaser shall not have the right to terminate or right to demand Losses based on a Stream NPV unless such breach is willful, repeated and capable of being remedied by the Seller MPA Entities; or

Each of the following events or circumstances constitutes an event of default by Purchaser (each, a “Purchaser Event of Default”):

ARTICLE 10
ADDITIONAL PAYMENT TERMS

All cash payments due by one Party to another under this Agreement shall be made in U.S. dollars and shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the other Party in writing from time to time.

In the event that any new Tax is implemented, or there shall occur any revision in, implementation of, amendment to or interpretation of any existing Tax, in each case that has an adverse effect on any of the Parties or any of their Affiliates in respect of the transactions contemplated by this Agreement, then the Seller MPA Entities on the one hand, and Purchaser on the other hand, agree that they shall negotiate in good faith with each other to amend this Agreement so that the other Parties and their Affiliates are no longer adversely affected by any such enactment, revision, implementation, amendment or interpretation, as the case may be; provided that any amendment to this Agreement shall not have any Material Adverse Effect on Seller and its Affiliates on the one hand, and Purchaser and its Affiliates on the other hand.

Except as set out in Section 2.2(b), any Refined Silver or dollar amount not delivered or paid, as the case may be, when due by a Party may be set off by the other Party against any dollar amount or Refined Silver owed to such Party by the other Party. Any amount of Refined Silver set off and withheld by Seller against any non-payment by Purchaser, including any failure to pay for Refined Silver when due in accordance with Section 2.5(2), shall be valued at the Silver Market Price as of the date that such amount of Refined Silver first became payable to Purchaser. Any dollar amount set off and withheld against any Refined Silver shall result in a reduction in an amount of Refined Silver otherwise to be delivered by that number of Units equal to the dollar amount set-off divided by the Silver Market Price as of the day such dollar amount first became payable.

If, for the purpose of obtaining or enforcing judgment against any party in any court in any jurisdiction, it becomes necessary to convert into a particular currency (the “Judgment Currency”) an amount due in another currency (the “Indebtedness Currency”) under this Agreement, that conversion will be made at the rate of exchange, which shall be that at which, in accordance with its normal banking procedures, the non-defaulting party could purchase the Indebtedness Currency with the Judgment Currency on the Business Day immediately preceding the date on which judgment is given (or if received on a day other than a Business Day, on the next succeeding Business Day), or, if permitted by law, on the day on which the judgment is paid or satisfied (the “Rate of Exchange”). If, as a result of a change in the Rate of Exchange between the date of judgment and the date of actual payment, the conversion of the Judgment Currency into Indebtedness Currency results in the non-defaulting party receiving less than the full amount of Indebtedness Currency payable to the non-defaulting party, the defaulting party agrees to pay the non-defaulting party an additional amount (and in any event not a lesser amount) as may be necessary to ensure that the amount received is not less than the full amount of Indebtedness Currency payable by the defaulting party on the date of judgment. Any additional amount due under this Section 10.6 will be due as a separate debt, gives rise to a separate cause of action, and will not be affected by judgment obtained for any other sums due under this Agreement.

ARTICLE 11
GENERAL

Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, agency relationship, fiduciary relationship, or other partnership relationship between Purchaser and the Seller MPA Entities.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Idaho (other than the conflict of laws rules). The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

All costs and expenses incurred by a Party in considering whether to provide a consent contemplated under this Agreement or an amendment or waiver requested by any other Party, shall be for the account of such other Party. All costs and expenses in connection with (i) the registration and perfection of security in accordance with this Agreement and the Security Documents (including any stamp duty or taxes), or (ii) the enforcement of, or the preservation of rights under, this Agreement and the Security Documents, including in paragraph (i) and (ii) the reasonable fees and expenses of legal counsel for Purchaser and the Security Agent, shall be for the account of Seller. Subject to the foregoing and except as otherwise expressly set out in this or any other Agreement, all costs and expenses incurred by a Party shall be for its own account.

Without limiting any other provision of this Agreement, the following provisions shall survive termination of this Agreement: Section 4.2, Section 5.2, Section 5.6, Article 7, Section 9.2, Section 9.3, Section 9.5, Section 9.6, Section 9.7, Section 10.1, Section 10.2, Section 10.4, Section 10.5 and Section 10.6 and such other provisions of this Agreement as are required to give effect thereto.

c/o Bunker Hill Mining Corp.

82 Richmond St. East,

Ontario M5C 1P1

Attention: [Redacted]

Email: [Redacted]

Bunker Hill Mining Corp.

82 Richmond St. East,

Ontario M5C 1P1

Attention: [Redacted]

Email: [Redacted]

Sprott Private Resource Streaming and Royalty (US Collector), LP

[Redacted]

Attention: [Redacted]

Email: [Redacted]

The Parties shall jointly plan and co-ordinate, and shall cause their respective Affiliates to jointly plan and co-ordinate, any public notices, press releases, and any other publicity concerning this Agreement and the transactions contemplated by this Agreement unless a Party (or its Affiliate) is required to make such disclosure pursuant to Applicable Law in circumstances where prior consultation with the other Party is not practicable. To the extent reasonably practicable, a copy of such disclosure shall be provided to the other Party at such time as it is made publicly available.

This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of Seller and Purchaser, and the other Seller MPA Entities shall be deemed to have consented to any change, amendment or modification to any provision of this Agreement so agreed to by Seller and Purchaser.

This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and, except as expressly contemplated herein, nothing herein is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties with respect thereto.

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

This Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties and their respective successors and permitted assigns. The Seller MPA Entities shall not Transfer all or any part of this Agreement without the prior written consent of Purchaser. Purchaser shall be entitled at any time and from time to time to Transfer all or any part of this Agreement without the prior written consent of the other Parties; provided that prior to the time that the Deposit has been paid in full, no such Transfer shall release Purchaser from its obligations under this Agreement. Purchaser shall be entitled at any time and from time to time to grant or allow to exist an Encumbrance in respect of this Agreement in favour of its lenders. Notwithstanding the foregoing, this Agreement may not be transferred in whole or in part to a Restricted Person.

If a provision of this Agreement is wholly or partially invalid or unenforceable in a jurisdiction:

It is hereby declared to be the intention of the Parties that this Agreement would have been executed without reference to any portion which may, for any reason, hereafter be declared or held invalid.

This Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

[The remainder of this page was intentionally left blank]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first written above.

Schedule A
MAPS AND LEGAL DESCRIPTION OF MINE

Map of Mining Rights

Legal Description of Mine

SCHEDULE A-1

SURFACE AND MINERAL PARCELS

PARCEL 1:

Being a tract of land situated in the Northeast ¼ of the Southeast ¼ of Section 1,

Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho more particularly described as follows:

Beginning at the East ¼ corner of said Section 1, Township 48 North, Range 2 East, B.M.,

Shoshone County, State of Idaho marked by a concrete monument and also the point of beginning, thence

South 87°28’34” West 165.92 feet; thence

South 30°34’59” West, 220.96 feet; thence

Along a curve right, radius = 40 feet, the long chord bears South 66°18’09” West, 75.71 feet; thence

North 78°22’26” West, 36.16 feet; thence

South 10°52’21” West, 204.04 feet; thence

North 75°18’39” West, 252.91 feet; thence

South 17°22’44” West, 1124.08 feet; thence

North 87°41’35” East, 1007.62 feet; thence

North 00°12’22” West, 1389.14 feet to the point of beginning.

PARCEL 2:

Being a tract of land lying in the Northeast ¼ and the Southeast ¼ of Section 1,

Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho and more particularly described as follows:

Beginning at a point from whence the East ¼ corner of Section 1, Township 48 North,

Range 2 East, B.M., Shoshone County, State of Idaho bears South 10°03’11” East, 409.83 feet distant; thence

South 21°46’03” West, 150.17 feet; thence

North 65°43’21” West, 407.49 feet; thence

South 01°10’02” West, 94.54 feet; thence

South 27°17’34” West, 90.00 feet; thence

South 39°32’35” East, 342.19 feet; thence

South 17°00’49” West, 108.69 feet; thence

South 09°45’56” East, 92.08 feet; thence

Along a curve right, radius = 40 feet, the long chord bears North 68°36’01” East, 43.86 feet; Thence

North 30°34’41” East, 331.46 feet; thence

Along a curve right, radius = 100 feet, the long chord bears North 48°38’04” East, 62.13 feet; thence

Along a curve left, radius = 161 feet, the long chord bears North 16°29’47” East, 198.94 feet; thence

North 31°27’01” West, 84.16 feet to the point of beginning and sometimes referred to as Lot

2, Mine Short Plat No. 1 as shown on the official recorded plat thereof recorded as

Instrument No. 350327, records of Shoshone County, State of Idaho.

PARCEL 3:

Being a tract of land situated in the Northeast ¼ of the Southeast ¼ of Section 1, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho more particularly described as follows:

Beginning at a point whence the East ¼ corner of Section 1, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho bears North 59°22’09” East, 395.37 feet distant; thence

Along a curve left, radius = 40 feet, the long chord bears South 15°24’18” West, 27.50 feet; thence

North 78°22’26” West, 36.16 feet; thence

South 10°52’21” West, 204.04 feet; thence

North 75°18’39” West, 252.91 feet; thence

North 02°48’24” West, 383.22 feet; thence

North 31°43’07” East, 271.88 feet; thence

South 39°32’35” East, 342.19 feet; thence

South 17°00’49” West, 108.69 feet; thence

South 09°45’56” East, 92.08 feet to the point of beginning and sometimes referred to as Lot 3 Mine Plant Short Plat No. 1.

PARCEL 4:

Saxon, M.S. 2067 Patented Mining Claim situated in Yreka Mining District in Section 11 & 12, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 553, records of Shoshone County, State of Idaho.

PARCEL 5:

Link, M.S. 2123 Patented Mining Claim situated in Yreka Mining District in Section 12, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 601, records of Shoshone County, State of Idaho.

PARCEL 6:

Spur, M.S. 2124 Patented Mining Claim situated in Yreka Mining District in Sections 11 and 12, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 48, Deeds, at page 479, records of Shoshone County, State of Idaho.

PARCEL 7:

Spear, M.S. 2496 Patented Mining Claim situated in Yreka Mining District in Section 12, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 43, Deeds, at page 49, records of Shoshone County, State of Idaho.

PARCEL 8:

Marion, M.S. 2583 Patented Mining Claim situated in Yreka Mining District in Section 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 47, Deeds, at page 196, records of Shoshone County, State of Idaho.

PARCEL 9:

Ben Herr, Kruger and Philippine, M.S. 2599 Patented Mining Claims situated in Yreka Mining District in Sections 12 and 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 47, Deeds, at page 27, records of Shoshone County, State of Idaho.

PARCEL 10:

Hough, M.S. 2611 Patented Mining Claim situated in Yreka Mining District in Sections 12 and 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 56, Deeds, at page 99, records of Shoshone County, State of Idaho.

PARCEL 11:

California, M.S. 2627 Patented Mining Claim situated in Yreka Mining District in Section 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 45, Deeds, at page 503, records of Shoshone County, State of Idaho.

PARCEL 12:

Check, M.S. 2840 Patented Mining Claim situated in Yreka Mining District in Sections 1 and 12, Township 48, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 54, Deeds, at page 465, records of Shoshone County, State of Idaho.

PARCEL 13:

That portion of Florence, M.S. 2862 Patented Mining Claim situated in Yreka Mining District in Section 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho and more particularly described in those certain deeds recorded November 30, 1966 as Instrument Nos. 208505 and 208506, records of Shoshone County, State of Idaho. Patent recorded in Book 55, Deeds, at page 585, records of Shoshone County, State of Idaho.

PARCEL 14:

Billy, M.S. 3111 Patented Mining Claim situated in Yreka Mining District in Section 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 96, Deeds, at page 398, records of Shoshone County, State of Idaho.

PARCEL 15:

Lucky, M.S. 3470 Patented Mining Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., and in Section 18, Township 48 North, Range 3 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 91, Deeds, at page 283, records of Shoshone County, State of Idaho.

PARCEL 16:

Moat, M.S. 3503 Patented Mining Claim situated in Yreka Mining District in Sections 17, Township 48 North, Range 3 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 96, Deeds, at page 356, records of Shoshone County, State of Idaho.

PARCEL 17:

Bunker Hill, M.S. 579 Patented Mining Claim situated in Yreka Mining District in Sections 12 & 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 6, Deeds, at page 101, records of Shoshone County, State of Idaho.

PARCEL 18:

Sullivan, M.S. 580 Patented Mining Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 6, Deeds, at page 190, records of Shoshone County, State of Idaho.

PARCEL 19:

Important Fraction, M.S. 581 Patented Mining Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 6, Deeds, at page 285, records of Shoshone County, State of Idaho.

PARCEL 20:

Phil Sheridan, M.S. 604 Patented Mining Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 6, Deeds, at page 281, records of Shoshone County, State of Idaho.

PARCEL 21:

Reed Fraction, M.S. 607 Patented Mining Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 6, Deeds, at page 246, records of Shoshone County, State of Idaho.

PARCEL 22:

Bunker Hill Millsite, M.S. 608 Patented Millsite Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 4, Deeds, at page 181, records of Shoshone County, State of Idaho.

PARCEL 23:

Small Hopes, M.S. 609, Amended Patented Mining Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 6, Deeds, at page 325, records of Shoshone County, State of Idaho.

PARCEL 24:

Bottom Dollar Fraction, M.S. 629 Patented Mining Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 6, Deeds, at page 252, records of Shoshone County, State of Idaho.

PARCEL 25:

Chestnut Fraction, M.S. 632 Patented Mining Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 6, Deeds, at page 339, records of Shoshone County, State of Idaho.

PARCEL 26:

Emma & Last Chance Millsite, M.S. 703 Patented Millsite claim situated in Yreka Mining District in Section 12, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 4, Deeds, at page 179, records of Shoshone County, State of Idaho.

PARCEL 27:

Ontario, M.S. 755 Patented Mining Claim situated in Yreka Mining District in Sections 11 & 12, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 382, records of Shoshone County, State of Idaho.

PARCEL 28:

Carbonate, M.S. 764 Patented Mining Claim situated in Yreka Mining District in Section 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 325, records of Shoshone County, State of Idaho.

PARCEL 29:

Silver Casket, M.S. 790 Patented Mining Claim situated in Yreka Mining District in Section 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 15, Deeds, at page 25, records of Shoshone County, State of Idaho.

PARCEL 30:

Turkey Buzzard, M.S. 836 Patented Mining Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in book 6, Deeds, at page 243, records of Shoshone County, State of Idaho.

PARCEL 31:

Snowslide Fraction, M.S. 837 Patented Mining Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 6, Deeds, at page 249, records of Shoshone County, State of Idaho.

PARCEL 32:

Silver, M.S. 1085 Patented Mining Claim situated in Yreka Mining District in Sections 12 and 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 38, Deeds, at page 479, records of Shoshone County, State of Idaho.

PARCEL 33:

Johnnesburg, M.S. 1192 Patented Mining Claim situated in Yreka Mining District in Sections 12 & 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 232, records of Shoshone County, State of Idaho.

PARCEL 34:

Puritan, M.S. 1328 Amended Patented Mining Claim situated in Yreka Mining District in Section 12, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 196, records of Shoshone County, State of Idaho.

PARCEL 35:

No. 5, M.S. 1357 Patented Mining Claim situated in Yreka Mining District in Section 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 18, Deeds, at page 234, records of Shoshone County, State of Idaho.

PARCEL 36:

Omaha, M.S. 1409 Patented Mining Claim situated in Yreka Mining District in Section 12, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents at page 190, records of Shoshone County, State of Idaho.

PARCEL 37:

Legal Tender, M.S. 1639 Amended Patented Mining Claim situated in Yreka Mining District in Section 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 304, records of Shoshone County, State of Idaho.

PARCEL 38:

Triangle Fraction, M.S. 2065 Patented Mining Claim situated in Yreka Mining District in Section 13, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 604, records of Shoshone County, State of Idaho.

PARCEL 39:

A parcel of land situated in the Northwest Quarter of Section 6, Township 48 North, Range 3 East, B.M., Shoshone County, Idaho, and more particularly described as follows:

Using the Bunker Hill Triangulation System Meridian and coordinates and beginning at Corner No. 1, a point identical with the West Quarter Corner of said Section 6 (N9667.57, E687.41), and running thence

North 0°42’20” East, 372.46 feet along the West boundary line of said Section 6 to Corner No. 2; thence

South 20°36’ East, 59.71 feet to Corner No. 3, a point identical with Corner No. 4 of the Washington Water Power Company (WWP Co.) tract as described in Document No. 302109, recorded November 2, 1982, records of Shoshone County, Idaho from The Bunker Hill Company to Bunker Limited Partnership, Parcel 28 of Exhibit “A”, pages 12 and 13; thence

South 69°24’ West, 12.87 feet to Corner No. 4, identical with Corner No. 3 of said WWP Co. tract; thence

South 14°20’ East, 118.05 feet to Corner No. 5, identical with Corner No. 2 of said WWP Co. tract; thence

South 2°23’30” West, 187.00 feet to Corner No. 6, identical with Corner No. 1 of said WWP Co. tract; thence

South 80°00’ East, 53.98 feet along the Southerly boundary line of said WWP Co. tract to its point of intersection with the South boundary line of the Northwest Quarter of said Section 6; thence

South 88°55’25” West, 88.05 feet along said boundary line of said Section 6 Northwest Quarter to Corner No. 1 and place of beginning.

SCHEDULE A-2

MINERAL RIGHTS

PARCEL 1:

Reeves, M.S. 1412 Patented Mining Claim situated in Yreka Mining District in Section 2, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 8, Deeds, at page 66.

PARCEL 2:

Packard, M.S. 1413 Patented Mining Claim situated in Yreka Mining District in Section 2, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 193.

PARCEL 3:

Quaker, M.S. 1414 Patented Mining Claim situated in Yreka Mining District in Section 2, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 388.

PARCEL 4:

Danish, M.S. 1503 Amended Patented Mining Claim situated in Yreka Mining District in Section 2, Township 48 north, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded as Instrument No. 209774, records of Shoshone County, State of Idaho.

PARCEL 5:

Alferd (shown of record as Alfred) and Maggie, M.S. 1628 Patented Mining Claims situated in Yreka Mining District in Section 2, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 247.

PARCEL 6:

Princess, M.S. 1633 Patented Mining Claim situated in Yreka Mining District in Section 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 301.

PARCEL 7:

Royal Knight and Silver King, M.S. 1639 Amended Patented Mining Claims situated in Yreka Mining District in Sections 2 and 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 304.

PARCEL 8:

Phillippine, M.S. 1663 Patented Mining Claim situated in Yreka Mining District in Section 2, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 322.

PARCEL 9:

Harrison, M.S. 1664 Patented Mining Claim situated in Yreka Mining District in Section 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 307.

PARCEL 10:

Ninety-Six (96), M.S. 1715 Patented Mining Claim situated in Yreka Mining District in Section 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book A, Patents, at page 349.

PARCEL 11:

Lydia Fraction, Mabel, Manila, O.K., O.K. Western, Sunny and Whippoorwill, M.S. 1723 Patented Mining Claim situated in Yreka Mining District in Sections 2 and 3, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 28, Deeds, at page 446.

PARCEL 12:

William Lambert Fraction, M.S. 1945 Patented Mining Claim situated in Yreka Mining District in Section 2, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 1, Deeds, at page 580.

PARCEL 13:

Band, M.S. 2507 Patented Mining Claim situated in Yreka Mining District in Section 2, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 41, Deeds, at page 251.

PARCEL 14:

Maine, M.S. 2626 Patented Mining Claim situated in Yreka Mining District in Sections 2 & 11, Township 48 North, Range 2 East, B.M., Shoshone County, State of Idaho. Patent recorded in Book 45, Deeds, at page 180.

PARCEL 15: