Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS

BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL,

AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

OSISKO BERMUDA LIMITED

and

METALS ACQUISITION CORP

and

METALS ACQUISITION LIMITED

and

METALS ACQUISITION CORP. (AUSTRALIA) PTY LTD

SILVER PURCHASE AGREEMENT

Dated as of March 20, 2023

TABLE OF CONTENTS

ADDENDA

SILVER PURCHASE AGREEMENT

THIS SILVER PURCHASE AGREEMENT dated as of March 16, 2023 (the “Signing Date”) between OSISKO BERMUDA LIMITED, an exempted company existing under the laws of Bermuda, as purchaser, METALS ACQUISITION LIMITED, a company incorporated under the laws of Jersey, as seller, METALS ACQUISITION CORP, a Cayman Islands exempted company, as seller, METALS ACQUISITION CORP. (AUSTRALIA) PTY LTD (ACN 657 799 758), a company existing under the laws of Australia, as a seller psa entity, and each other Person who from time to time accedes to this Agreement as a Seller PSA Entity.

RECITALS:

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

ARTICLE 1
INTERPRETATION

Section 1.1     Definitions

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

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

“Abandonment Property” has the meaning set out in Section 6.13.

“Acceptable Bank” means:

“Accession Agreement” means the accession agreement between the Project Owner and Purchaser substantially in the form attached as Schedule [***] to be executed in accordance with Section 3.4(2) and Schedule L.

“Account Bank Agreement” means:

“Acknowledgement” means the acknowledgement and affirmation executed and delivered by MAL, and consented to by MAC Australia, pursuant to which MAL acknowledges and affirms that all undertaking, property and liabilities of MAC vested in MAL as the surviving company after the Merger and MAL has assumed all Silver Stream Obligations of MAC.

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

“Acquisition Finance Documents” means, collectively, the Silver Stream Documents, the Copper Stream Documents, the Senior Facility Agreement, the Mezzanine Debt Facility Agreement, the Glencore Royalty Deed, the Transaction Security Documents and all other agreements and documents to be entered into or delivered by the Seller Group Entities or any one of them in connection with the Senior Project Acquisition Facility, the Mezzanine Debt or the Glencore Royalty.

“Acquisition Transaction” means the consummation of the transactions contemplated by the SSA, including acquisition by MAC Australia of 100% of the issued share capital in the Project Owner.

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

“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 Silver 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.

“Annual Compliance Certificate” means the certificate of the chief financial officer of Seller substantially in the form attached as Schedule J and confirming the matters set out therein.

“Anti-Corruption Laws” means, with respect to any Person, any law, judgment, order, executive order, decree, ordinance, rule or regulation of any Governmental Authority related to bribery or corruption binding on or affecting such Person or its property or operations including (i) the United States Foreign Corrupt Practices Act of 1977, as amended; (ii) the Criminal Code Act 1995 (Cth); (iii) the Corruption (Jersey) Law 2006; (iv) United Kingdom Bribery Act 2010; (v) the Corruption of Foreign Public Officials Act (Canada), as amended; (vi) sections 121 (Frauds on the Government) and 426 (Secret Commissions) of the Criminal Code (Canada); (vii) the OECD Convention of December 17, 1997 with respect to measures against corruption of foreign public officials and any OECD Guidelines or Action Statements with respect thereto; and (viii) any other applicable national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Anti-Terrorism Laws” means, with respect to any Person, any law, judgment, order, executive order, decree, ordinance, rule or regulation of any Governmental Authority related to anti money laundering, anti-terrorist financing, Sanctions and “know your client” laws binding on or affecting such Person or its property or operations including (i) the U.S. Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation or executive order relating thereto, (ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (United States), as amended; (iii) the United States Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001; (iv) the Bank Secrecy Act (United States), as amended; (v) the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth); (vi) the Suppression of Terrorism Act 1978 (Jersey) Order 19782; (vii) the Terrorism (Jersey) Law 2002; (viii) the Proceeds of Crime and Terrorism (Miscellaneous Provisions) (Jersey) Law 2014; (ix) the Sanctions and Asset Freezing (Jersey) Law 2019; (x) the Sanctions and Asset Freezing (Implementation of External Sanctions) (Jersey) Oder 2021; (xi) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); (xii) Parts II.1 (Terrorism) and XII.2 (Proceeds of Crime) of the Criminal Code (Canada); (xiii) regulations promulgated pursuant to the Special Economic Measures Act (Canada), (xiv) the United Nations Act (Canada), (xv) the Justice for Victims of Corrupt Foreign Officials Act (Canada), and (xvi) the Freezing Assets of Corrupt Foreign Officials Act (Canada) and all regulations and orders made pursuant to these statutes.

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

“Approved Acquiror” means a Person that:

For the purpose of this definition in order for a Person to have sufficient technical expertise, the Seller PSA Entities must demonstrate that such Person (together with its Affiliates) has the team, or will, following the Transfer or Change of Control, as applicable, have the team, with the proven ability and experience to develop and operate a copper mine and processing facility of comparable size and type to the Mine (such ability and experience to include the ability to provide operating oversight and have the expertise to manage the capital allocation decisions and technical evaluation for capital expansion projects); such requirement will be deemed to be satisfied if the operating team for the Mine following the completion of the Transfer or Change of Control, as applicable, materially remains the same as the operating team for the Mine prior to such Transfer or Change of Control.

“Approved Hedging” has the meaning set out in paragraph (b) in the definition of Permitted Secured Debt.

“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 Australia that is independent of the Seller Group Entities and Purchaser, is mutually agreeable to the Parties and has experience and expertise in determining the quantity of silver mined, produced, extracted or otherwise recovered from mining projects, which report determines at a minimum the number of ounces of Payable Silver that Purchaser was entitled to have received pursuant to this Agreement in respect of any period in dispute.

“Authorisation” means:

“Available Cash” means any amounts classified according to applicable IFRS as ‘Cash’ (which is held with an Acceptable Bank).

“Base Case Financial Model” means the excel document in a form and substance equivalent to that provided on the Closing Date comprising the reserves and resources position, business plan, production, operating and financial forecasts (including forecast capital expenditure and forecast revenues) of MAC Australia and its Subsidiaries from the Closing Date until the end of the currently forecast life of mine, or in relevant cases, such longer term as necessary to demonstrate compliance with any forward-looking financial covenants required under this Agreement and any Permitted Secured Debt referred to in paragraph (a) or (c) of the definition thereof, provided to Purchaser under Section 3.2, as updated annually and from time to time in accordance with this Agreement and for the purposes of evidencing that MAC Australia is permitted to increases the amount of hedging under the Approved Hedging..

“Base Interest Rate” means Term SOFR plus 12% per annum.

“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 and the mining, treatment, processing, milling, leaching, gravity, refining, concentrating and transportation of Minerals.

“Business Day” means any day (other than a Saturday or Sunday) on which banks are open for general business in Sydney, London, Bermuda and Jersey.

“Cambiate Equipment Supply Agreement” means the Cambiate equipment supply (loaders & trucks) agreement dated June 30, 2020 with Sandvik Mining and Construction Australia Pty Ltd relating to the Project.

“Cash Equivalent Investments” means at any time:

in each case, to which MAC Australia is alone (or together with other Seller PSA Entities) beneficially entitled at that time and which is not issued or guaranteed by any Seller PSA Entity or subject to any Encumbrance (other than Encumbrance arising under the Acquisition Finance Documents).

“Cashflow Waterfall” means the order of payments that may be made from the Proceeds Account as set out in Part A (Pre-Enforcement Cashflow Waterfall) of Schedule 5 (Cashflow Waterfalls) of the Intercreditor Deed.

“Cement Supply Agreement” means the forward purchase agreement – supply of cement with a commencement date of 1 January 2022 between the Project Owner and East Coast Cement Pty Ltd ACN 603 062 497.

“Change of Control” of a Person means the consummation of any transaction, including any consolidation, arrangement, amalgamation, merger or demerger or any issue, Transfer or acquisition of voting shares, the result of which is that any other Person or group of other Persons acting jointly or in concert for purposes of such transaction (any such Person or group of Persons being referred to as the “Acquiror”): (i) becomes the beneficial owner, directly or indirectly, of 50% or more of 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(1).

“Closing Date Security Documents” means, collectively, the Holdco Guarantee, the Holdco Security Agreements and the Seller Security Agreements.

“Cobar Terminal Services Agreement” means the Cobar terminal services agreement dated 31 August 2021 between the Project Owner and Aurizon Port Services NSW Pty Ltd ACN 103 570 181.

“Code of Conduct” has the meaning set out in Section 6.15(1).

“Collateral” means all present and after acquired property and assets (whether real, personal or other and including Equity Securities and the Project Assets) of the Seller PSA Entities in which charges, mortgages, assignments by way of security or security interests are granted or purported to be granted pursuant to the Security Documents but excluding the Excluded Shares.

“Commingling Plan” has the meaning set out in Section 1.1(2).

“Commitment Documents” means the backstop financing commitment letter dated December 27, 2022 between Seller and Purchaser, including the term sheet attached thereto as Exhibit A.

“Compensation Plan” has the meaning set out in Section 1.1(2).

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

"Completion" has the meaning given in the SSA, as in effect on the date hereof.

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

“Consent Deed” means a consent deed in a form acceptable to Purchaser (acting reasonably) in relation to the attachment of the Security to the following:

“Consultancy Services Umbrella Agreement” means the umbrella agreement – consultancy services" dated 8 February 2021 between the Project Owner and Golder Associates Pty Ltd ACN 006 107 857.

“Contingent Copper Payments” means, collectively (i) the unsecured, subordinated payment of up to US$75,000,000 deferred consideration payable by MAL to Glencore Operations Australia Pty Limited under the SSA payable if, over the life of the Project, the average daily LME closing price of copper is greater than US$9,370 per metric tonne for any rolling 18 month period (starting at Completion), and (ii) the unsecured, subordinated payment of up to US $75,000,000 deferred consideration payable by the Company to Glencore Operations Australia Pty Limited under the SSA payable if, over the life of the mine, the average daily LME closing price of copper is greater than US$9,920 per metric tonne for any rolling 24 month period (commencing at Completion);

“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.

“Cooling Plant Agreement” means the wet equipment hire contract dated 6 September 2019 between the Project Owner and Aggreko Generator Rentals Pty Ltd ACN 001 991 457.

“Copper Purchase Agreement” means the copper purchase agreement dated as of the date hereof between Purchaser as purchaser, Seller as seller, MAC Australia as a seller PSA entity and upon completion of the Whitewash Procedures, the Project Owner, as a seller PSA entity and project owner.

“Copper Stream Documents” means, collectively, (i) the Copper Purchase Agreement, (ii) the guarantees granted by MAC Australia and upon completion of the Whitewash Procedures, the Project Owner of the Copper Stream Obligations; (iii) all general security deeds, mortgage terms deeds and all other assignments, deeds of trust, mortgages, control agreements, pledges and other security agreements pursuant to which a Seller Group Entity grants to Purchaser mortgages, charges, assignments by way of security, pledges and/or security interests in all or some of its present and after acquired property as security for the Copper Stream Obligations, (iv) the Intercreditor Deed, (v) the Subordination Deed, (vi) the accession agreement between Purchaser and the Project Owner, (vii) each other agreement, document, instrument or certificate delivered for the benefit of Purchaser pursuant to or otherwise in connection with any of foregoing agreements referred to in above paragraphs (i) through (vi) inclusive, and (viii) and any other agreement designated from time to time by Purchaser and Seller as a “Copper Stream Document” for purposes of the guarantees and security referred to in above paragraphs (ii) and (iii).

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

“Corporations Act” means the Corporations Act 2001 (Cth) (Australia).

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

“Deposit” means the amount of $75,000,000. unless the Silver Market Price averages $25.50 per ounce or more over the 10 Business Day period prior to the Closing Date, in which event the Deposit will be the aggregate amount of $90,000,000.

“Deposit Reduction Date” means the date on which the Uncredited Deposit is reduced to nil in accordance with this Agreement.

“Derivative Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price including Hedging Contracts.

“Diesel Supply Agreement” means the diesel supply agreement dated 7 September 2012 between the Project Owner and Glencore Singapore Pte Ltd ABN 42 883 745 924.

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

“Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by Seller to Purchaser 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 and any Silver Stream Document, or the rights and liabilities arising hereunder or thereunder.

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

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

“Distribution Account” means the account held with the Initial Account Bank and styled ‘Distribution Account’ and any replacement bank account with a replacement bank that is an Acceptable Bank and acceptable to Purchaser and agreed between Seller and Purchaser to be the Distribution Account.

“EBITDA” means for any period, the total consolidated operating income of MAC Australia and its Subsidiaries for that period as stated in MAC Australia’s financial statements before interest and taxation and:

on the basis that the closing out of any Derivative Transactions is not an item of an unusual or non-recurring nature for these purposes;

“Effective Date” means February 1, 2023.

“Encumbrances” means all mortgages, charges, assignments (including by way of security), hypothecs, pledges, security interests, liens, movable assets securities, trusts, easements, restrictions, patent or other reservation in minerals, royalty claims, and other encumbrances and adverse claims of every nature and kind, including any “security interest” as defined in sections 12(1) or (2) of the PPSA.

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

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

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

“Excluded Shares” means the issued and outstanding shares held by Seller in the capital of MAC AU 1 Pty Ltd (ACN 665 573 875), MAC AU 2 Pty Ltd (ACN 665 574 167), MAC AU 3 Pty Ltd (ACN 665 574 210) and MAC AU 4 Pty Ltd (ACN 665 574 327) so long as the Persons issuing such shares have no direct or indirect interest in the Project Owner or the Project Assets.

“Excluded Taxes” means with respect to Purchaser, income or franchise Taxes imposed on (or measured by) its taxable income by Bermuda, or by the jurisdiction under the Applicable Law of which such recipient is organized or in which its principal office is located.

“Financial Indebtedness” means, with respect to any Person, any indebtedness for or in respect of:

“FIRB Requirements” means (i) the Treasurer of the Commonwealth of Australia ("Treasurer") (or the Treasurer’s delegate) has provided a written no objections notification to the entry by Purchaser into the ‘Proposed Transaction’ as that term is defined within Purchaser’s application to the Treasurer dated 9 March 2023 for the purposes of Part 2, Divisions 2 and 3 of the Foreign Acquisitions and Takeovers Act 1975 (Cth) (the “FIRB Application”) either without conditions or with conditions acceptable to Purchaser (acting reasonably) or (ii) following the FIRB Application having been given by Purchaser to the Treasurer, under the Foreign Acquisitions and Takeovers Act 1975 (Cth) the Treasurer has ceased to be empowered to make any order under Part 3 of that Act because the applicable time limit on making orders and decisions under that Act has expired.

“Freehold Properties” means each freehold property held by the Project Owner listed in Part II of Schedule A.

“Funds Flow Statement” has the meaning set out in paragraph (ee) of Schedule K.

“Glencore Offtake Agreement” means the offtake agreement to be entered on or prior to the Closing Date between Glencore International AG, as buyer, and the Project Owner, as seller, with respect to purchase of copper concentrate from the Mine.

“Glencore Royalty” means the 1.5% net smelter return royalty on the Royalty Area (as defined therein) granted by the Project Owner to Glencore Operations Australia Pty Limited in connection with the Acquisition Transaction pursuant to the Glencore Royalty Deed.

“Glencore Royalty Deed” means the royalty deed to be entered into on or before the Closing Date between the Project Owner as grantor, Seller as guarantor and Glencore Operations Australia Pty Limited as grantee.

“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), the exercise of that degree of skill, care, prudence, operational and financial foresight and operating practice which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking as the Project Owner under the same or similar circumstances, with the exercise of skill, care, prudence, operational and financial foresight and operating practices to be substantially in accordance with recognised best practices in the mining industry in Australia.

“Governmental Authority” means any government or any governmental, semi-governmental or judicial entity or authority, including any self-regulatory organisation established under statute or any stock exchange.

“GST Law” means the same as ‘GST law’ means in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Guarantees” means, collectively, the Holdco Guarantee and the Project Owner Guarantee.

“Haulage Agreement” means the rail haulage services agreement dated on or around 1 December 2009 and as varied on 1 December 2015 and 8 September 2020 between the Project Owner and Qube Logistics (Rail) Pty Ltd ACN 082 313 415 (formerly South Spur Rail Services Pty Ltd).

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

"Hedge Counterparty” means any person which is, or has become, a party to the Senior Security Trust Deed as a Hedge Counterparty in accordance with the Senior Security Trust Deed and to the Intercreditor Deed as a Hedge Counterparty in accordance with the Intercreditor Deed.

“Hedging Contracts” means any any master agreement, confirmation, schedule or other agreement entered into or to be entered into by Seller and a Hedge Counterparty for the purpose of hedging only the types of liabilities and/or risks in relation 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.

“Holdco Guarantee” has the meaning set out in Section 7.1(1).

“Holdco Security Agreements” has the meaning set out in Section 7.1(1).

“IFRS” means the International Financial Reporting Standards applied in accordance with generally accepted accounting principles, standards and practices in Australia.

“Immaterial Mining Properties” means any one of the following assets:

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

“Initial Account Bank” means Citibank N.A., Sydney Branch.

“Initial Technical Report” means the independent technical report summary dated May 13, 2022 prepared by Behre Dolbear Australia Pty Ltd in accordance with SEC Regulation S-K Technical Report Summary requirements in respect of CSA Copper Mine – New South Wales – Australia.

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

“Insolvency Event of Default” means any one of the following events:

or any analogous procedure or step is taken in any jurisdiction; or

“Intercreditor Deed” means the intercreditor deed to be dated before the Closing Date between Seller, MAC Australia, the Senior Security Trustee, Citisecurities Limited as senior agent, Citibank, N.A., Sydney Branch, Bank of Montreal, National Bank of Canada and The Bank of Nova Scotia as senior lenders, Citibank N.A., Sydney Branch as hedging counterparty, Sprott Resource Lending Corp. as mezzanine security trustee, Sprott Resource Lending Corp. as mezzanine note agent, Sprott Private Resource Lending II (Collector-2), LP as mezzanine noteholder, Purchaser as silver streamer and copper streamer and Glencore Operations Australia Pty Limited as NSR holder.

“IRR Amount” means an amount calculated upon the occurrence of an Event of Default and termination of this Agreement equal to (i) the sum of the Deposit and a per annum percentage return on the Deposit equal to (x) [***] from the Closing Date to the date of the occurrence of such Event of Default, and (y) [***] from the date of the occurrence of such Event of Default to the date of indefeasible payment in full of the Silver Stream Obligations, less (ii) the net value of Refined Silver delivered to Purchaser under this Agreement where the net value of Refined Silver delivered hereunder is the Silver Market Price of such Refined Silver on the day immediately prior to the Date of Delivery of such Refined Silver less the Silver Cash Price paid by Purchaser on account of such Refined Silver.

“ITSA” means an indirect tax sharing agreement which:

“Jersey Companies Law” means the Companies (Jersey) Law 1991;

“Jersey Consent Letter” means a consent letter (in the form acceptable to Purchaser) executed by any party granting a Silver Stream Security Document governed by the laws of Jersey, consenting to the registration of a financing statement on the SIR, in respect of the security interest to be created pursuant to such Silver Stream Security Document;

“JORC Code” means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia, as amended.

“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.

“Legal Reservations” means:

“Less Key Material Contracts” means the contracts listed under that heading in Schedule E and any replacements thereof.

“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 hereunder (including any decline in value of any silver that is not delivered when due), in connection with or in respect of any breach or default by the other Party.

“MAC” means Metals Acquisition Corp, a Cayman Islands exempted company.

“MAC Australia” means Metals Acquisition Corp. (Australia) Pty Ltd (ACN 657 799 758), a company existing under the laws of Australia and its successors and permitted assigns.

“MAL” means Metals Acquisition Limited, a company incorporated under the laws of Jersey.

“Material Contracts” means, collectively, (i) each agreement set forth in Schedule E and any replacements thereof, (ii) any contract or agreement entered into by a Seller Group Entity and that is material to the construction, development, operation or ownership of the Mine or that would have an Adverse Impact if it was terminated or suspended or any party thereto failed to perform its obligations thereunder; and (iii) any document entered into for the purposes of varying, novating, supplementing, extending, replacing or restating any of the agreements referred to in above paragraphs (i) or (ii).

“ME Supply Contract” means the mobile equipment supply contract (supply of capital equipment and associated services) dated 30 June 2020 between Mount Isa Mines Limited ACN 009 661 447 (acting in its personal capacity and as agent for the Project Owner and Ernest Henry Mining Pty Ltd ACN 008 495 574) and Sandvik Mining and Construction Australia Pty Ltd ACN 003 771 382

“Merger” means the merger of MAC with and into MAL pursuant to Part 18B of the Companies (Jersey) Law 1991, as amended, and Part XVI of Companies Act (As Revised) of the Cayman Islands pursuant to which MAL continues as the surviving company and all undertaking, property and liabilities of MAC vest in MAL.

“Mezzanine Debt” means the subordinated term loan facility in the aggregate principal amount of US$135,000,000 pursuant to the Mezzanine Debt Facility Agreement.

“Mezzanine Debt Facility Agreement” means the loan note subscription agreement dated March 10, 2023 between MAL, MAC Australia as borrower the Seller as guarantors, Sprott Private Resource Lending II (Collector-2), LP, as mandated lead arranger and bookrunner and original lender, and Sprott Resource Lending Corp. as agent and security trustee.

“Mine” means the CSA Copper Mine located in Cobar Basin in New South Wales, Australia, which is comprised of and covers, inter alia, the Stream Properties and the other Project Assets.

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

“Mine Plan” means, at any time, the comprehensive operating plan as described in the Initial Technical Report and including the primary life of mine financial assumptions as detailed in the Base Case Financial Model, as each may be amended or updated at such time in accordance with this Agreement.

“Mineral Facilities” means all buildings, improvements, structures, systems, fixtures, plant, machinery, tools and other personal property at any time used or intended for use in connection with or incidental to the exploration, mining, storage, transporting and processing of Minerals, and all facilities and infrastructure associated with the Project (including all Mineral Processing Facilities).

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

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

“Mining Properties” means all right, title and interest both present and future in, under or derived from:

whether any of the foregoing in above paragraphs (a), (b), (c) and (d) is acquired or obtained before or after the date of this Agreement.

“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, including the Principal Tenements. “Mining Rights” includes any amendments, relocations, adjustments, resurvey, additional locations, consolidation, derived rights or conversions of, or any renewal, replacement, amendment or other modification or extensions of any of the foregoing.

“Monthly Report” means a written report, in relation to any calendar month, in substantially the form attached as Schedule H detailing:

“Native Title Claim” means any application, claim or entitlement, (whether arising by statute or otherwise) of any indigenous Person or traditional owner to any estate or interest in land by which that Person or owner is applying for or claiming or has that estate or interest in land because that Person is indigenous, is a traditional owner or otherwise has a relationship with the land including any application, claim, right or entitlement under the Native Title Act 1993 (Cth) or any analogous legislation.

“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.

“OFAC” means The Office of Foreign Assets Control of the US Department of the Treasury.

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

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

“Offtaker” means (i) any Person that is not a Seller Group Entity that purchases Minerals from a Seller Group Entity or is the recipient of the entitlement to, or benefit of, Minerals from a Seller Group Entity (including where a Governmental Authority levies a Tax payable by way of delivery of Minerals or otherwise obtains Minerals from a Seller Group Entity); or (ii) any Person that takes delivery of Minerals for the purpose of smelting, refining or other beneficiation of such Minerals for the benefit of a Seller Group Entity.

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

“Offtaker Delivery” means (i) with respect to the period commencing after the Closing Date, the delivery of Minerals to an Offtaker or the transfer of the entitlement to or benefit of Minerals to an Offtaker, and (ii) with respect to any period commencing on the Effective Date and ending on the Closing Date, the delivery of Minerals to an offtaker or processor or the transfer of the entitlement to or benefit of Minerals to an offtaker or processor. For greater certainty, Offtaker Delivery shall not include any deliveries of Minerals to Persons subsequent to the first Offtaker (or other offtaker or processor) acquiring such Minerals.

“Offtaker Payment” means (i) with respect to (A) Minerals purchased by an Offtaker from a Seller Group Entity, or (B) Minerals the entitlement to, or benefit of which, is received by an Offtaker from a Seller Group Entity, the receipt from and after the Effective Date by a Seller Group Entity of payment or other consideration (including any silver credits) from the Offtaker in respect of any Minerals, or if no such consideration is applicable, the delivery of the Minerals (or ownership of the Minerals) to such Offtaker (or to the direction of such Offtaker); (ii) with respect to Minerals refined, smelted or otherwise beneficiated by an Offtaker on behalf of a Seller Group Entity, the receipt from and after the Effective Date by a Seller Group Entity of any Refined Silver in accordance with the applicable Offtake Agreement; and (iii) with respect to any period commencing on the Effective Date and ending on the Closing Date, the receipt by any Person of payment, Refined Silver or other consideration (including any silver credits) from an offtaker or processor in respect of any Minerals (A) purchased by an offtaker, or processor (B) entitlement to, or benefit of which, is received by an offtaker or processor, or (C) which are refined, smelted or otherwise beneficiated by an offtaker or processor on behalf of such Person. .

“Original Financial Statements” means:

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

“Parties” means the parties to this Agreement.

“Payable Silver” means 90% of the Produced Silver (prior to any deduction in respect of any Offtaker Charges) contained in any Offtaker Delivery.

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

"Permitted Disposal” means any sale, lease, licence, bailment, transfer or other disposal (a “Disposal”) which is on arm’s length terms:

so long as, in each case, no Event of Default is subsisting on the date of such Disposal or would occur as a result of such disposal, and such Disposal would not have, or could not reasonable be expected to have, an Adverse Effect.

“Permitted Encumbrances” means:

“Permitted Indebtedness” means any of the following Financial Indebtedness:

so long as, in each case, no Event of Default is subsisting on the date such Financial Indebtedness is incurred or would occur as a result of the incurrence of such Financial Indebtedness.

"Permitted Loan” means:

“Permitted Secured Debt” means any of the following Financial Indebtedness or other obligations which in each case is secured by Encumbrances against some or all of the assets of a Seller PSA Entity:

“Permitted Transaction” means:

“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.

“PIPE Subscription Agreement” means the agreement to be entered into on or around the Signing Date by Purchaser and Seller whereby Purchaser has agreed to subscribe for the Subscription Amount worth of common stock in Seller at the same price per share as the new equity raised by Seller to complete the Acquisition Transaction, as referred to in paragraph (b) of the definition of Permitted Transaction.

"PPSA" means the Personal Property Securities Act 2009 (Cth).

“PPX Supply Contract” means the supply contract (supply of PPX parts, GET, drilling consumables, services and other items) dated on or around 1 October 2020 between Mount Isa Mines Limited ACN 009 661 447 (in its personal capacity and acting as agent for the Project Owner and Ernest Henry Mining Pty Ltd ACN 008 495 574) and Sandvik Mining and Construction Australia Pty Ltd ACN 003 771 382.

“Principal Tenements” means, collectively, (i) Consolidated Mining Lease No. 5 (CML5), Mining Purpose Lease 1093 (MPL 1093) and Mining Purpose Lease 1094 (MPL 1094) and (ii) Exploration Lease 5693 (EL 5693), Exploration Lease 5983 (EL 5983), Exploration Lease 6907 (EL 6907), Exploration Lease 6223 (EL 6223) and Exploration Lease (Application) 6565 (and any resulting tenement arising from it).

“Proceeds Account” means, collectively, the accounts held with the Initial Account Bank and styled “AUD Proceeds Account” and “USD Proceeds Account” and any replacement bank accounts with a replacement account bank that is an Acceptable Bank and acceptable to Purchaser and agreed between MAC Australia and Purchaser to be a Proceeds Account.

“Produced Silver” means any and all silver in whatever form or state that is mined, produced, extracted or otherwise recovered from the Stream Properties, including:

“Project” means:

“Project Area” means the area the subject of the Tenements, the Freehold Properties and the Project Leases.

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

“Project Leases” means each perpetual land lease held by the Project Owner listed in Part III of Schedule A and any additional or replacement lease used or to be used in connection with the Project.

“Project Owner” means Cobar Management Pty Limited, a company existing under the laws of New South Wales, or any transferee of the Stream Properties as permitted pursuant to this Agreement, and their respective successors and permitted assigns, and “Project Owner” means any of them.

“Project Owner Guarantee” has the meaning set out in Section 7.1(3).

“Project Owner Security Agreements” has the meaning set out in Section 7.1(4).

“Project Owner Whitewash Documentation” has the meaning set out in Schedule L.

“Purchaser” means Osisko Bermuda Limited, an exempted company existing under the laws of Bermuda, and its successors and assigns.

"Quarter End Date” means each of 31 March, 30 June, 30 September and 31 December or if any such date is not a Business Day, the preceding Business Day.

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

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

“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.

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

“Relevant Breach” has the meaning set out in Section 6.18(3).

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

“Reserve Tail Ratio” means the ratio expressed as a percentage of:

as included in the relevant updated Reserves Statement (taking into account the projected future production set out in the most recently delivered updated Base Case Financial Model).

“Reserves” means proven and probable reserves as defined and incorporated under NI 43-101 or JORC Code, as applicable.

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

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

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

“ROFR Interest” has the meaning set out in Section 6.14(1).

“ROFR Offer” has the meaning set out in Section 6.14(1).

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

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

“Sanctions” means any trade, economic or financial sanctions administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty's Treasury, the Australian Department of Foreign Affairs and Trade, the Jersey Minister for External Relations, the New Zealand Ministry of Foreign Affairs and Trade, the Hong Kong Commerce, Industry and Tourism Branch of the Commerce and Economic Development Bureau, the Monetary Authority of Singapore, the Ministry of Finance Japan, the Governor in Council (Canada), Global Affairs Canada or Public Safety Canada.

“Security” means the charges and security interests granted in favour of Purchaser pursuant to the Silver Stream Security Documents, including any "security interest" as defined in sections 12(1) or (2) of the PPSA.

“Security Agreements” means, collectively, the Holdco Security Agreements, the Seller Security Agreements and the Project Owner Security Agreements.

“Seller” means (i) prior to completion of the Merger, collectively, MAL and MAC, and (ii) following completion of the Merger, MAL as the surviving company and its successors and permitted assigns.

“Seller Group Entities” means the Seller PSA Entities and each of their respective Affiliates.

“Seller PSA Entities” means prior to the Whitewash Completion Date, Seller and MAC Australia, and immediately following the Whitewash Completion Date, Seller, MAC Australia and the Project Owner.

“Seller PSA Entities Whitewash Documentation” has the meaning set out in Schedule L.

“Seller Security Agreements” has the meaning set out in Section 7.1(2).

“Senior Facility Agreement” means the syndicated facility agreement dated February 28, 2023 between the Seller, MAC Australia, Citibank N.A., Sydney Branch and Bank of Montreal as mandated lead arrangers and bookrunners Citibank N.A. Sydney Branch as initial account bank, the lenders party thereto and Citisecurities Limited as agent.

“Senior Project Acquisition Facility” means the senior secured credit facility consisting of up to a US$205 million term loan facility and a US$25 million revolving working capital facility made available to MAC Australia pursuant to the Senior Facility Agreement, the proceeds of which will be used to acquire the Project Owner pursuant to the Acquisition Transaction.

“Senior Security Trust Deed” means the deed entitled “Security Trust Deed” to be dated before the Closing Date and made between, among others, the Seller PSA Entities and the Senior Security Trustee.

“Senior Security Trustee” has the meaning given to it in the Intercreditor Deed.

“Shiploader Agreement” means the Newcastle shiploader services agreement dated on or about January 2014 as varied on 30 August 2021 between the Project Owner and Aurizon Port Services Pty Ltd ACN 103 570 181 (formerly Conports Pty Ltd).

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

“Silver Cash Price” means 4% of the Silver Market Price.

“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.

“Silver Purchase Agreement” means the silver purchase agreement dated as of the date hereof between Purchaser as purchaser, Seller as seller, MAC Australia as a seller psa entity and upon completion of the Whitewash Procedures, the Project Owner as a seller psa entity and project owner.

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

“Silver Stream Documents” means, collectively, this Agreement, the Guarantees, the Silver Stream Security Documents, the Intercreditor Deed, the Accession Agreement, the Acknowledgement, the Subordination Deed, the Tripartite Deeds, the Consent Deeds, the Account Bank Agreement and each other agreement, document, instrument or certificate delivered for the benefit of Purchaser pursuant to or otherwise in connection with any of this Agreement, the Guarantees, the Silver Stream Security Documents, the Intercreditor Deed, the Accession Agreement, the Acknowledgement, the Subordination Deed, the Tripartite Deeds, the Consent Deeds and any other agreement designated from time to time by Purchaser and Seller as a “Silver Stream Document” for purposes of the Guarantees and the Silver Stream Security Documents.

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

“Silver Stream Security Documents” means, collectively, the agreements itemized in Part I of Schedule G and all other assignments, deeds of trust, mortgages, control agreements, pledges and other security agreements pursuant to which a Seller Group Entity grants to Purchaser mortgages, charges, assignments by way of security, pledges and/or security interests in all or some of its present and after acquired property as security for the Silver Stream Obligations and “Silver Stream Security Document” means any of the Silver Stream Security Documents

“SIJL” means the Security Interests (Jersey) Law 2012.

“SIR” means the security interest register maintained under Part 8 of the SIJL.

“SSA” means the CMPL share sale agreement dated March 17, 2022 between Seller, MAC Australia and Glencore Operations Australia Pty Limited in respect of the acquisition of 100% of the issued share capital in the Project Owner by MAC Australia, as amended by the Deed of Amendment, Consent and Covenant dated as of November 22, 2022.

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

“Stream Properties” means:

whether any of the foregoing is acquired or obtained before or after the date of this Agreement, and including all plants, buildings, structures, improvements, appurtenances and fixtures located thereon or thereunder.

“Subordinated Intercompany Debt” means unsecured loans made solely among one or more Seller PSA Entities, provided that such Financial Indebtedness shall be subordinated pursuant to a Subordination Deed.

“Subordination Deed” means:

“Subordination of Claims Letter” means the letter dated prior to the Closing Date between, among others, MAC and Purchaser. in respect of claims under certain due diligence reports.

"Subscription Amount” means US$15,000,000.

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

“Tax” or “Taxes” means all present or future taxes, rates, levies, 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.

“Tax Act” means the Income Tax Assessment Act 1936 (Cth).

“Tax Consolidated Group” means a Consolidated Group or an MEC Group as defined in the Income Tax Assessment Act 1997 (Cth).

“Tax Funding Agreement” means a tax funding agreement between the members of a Tax Consolidated Group which includes:

“Tax Sharing Agreement” means any agreement that satisfies the requirements of section 721 25 of the Tax Act for being a valid tax sharing agreement.

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

“Tenements” means:

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

“Third Party Agreement” has the meaning set out in Section 6.14(4).

“Third Party Offer” has the meaning set out in Section 6.14(1).

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

“Total Net Debt” means, in relation to MAC Australia and its Subsidiaries, the sum of the following items (as stated on MAC Australia’s financial statements):

(i) including any liabilities related to:

less

“Transaction Documents” means, collectively, the Acquisition Finance Documents and the Material Contracts.

“Transaction Security Documents” means, collectively, (i) the Silver Stream Security Documents, (ii) the agreements itemized in Part II of Schedule G, and (iii) all other assignments, deeds of trust, mortgages, control agreements, pledges and other security agreements pursuant to which a Seller Group Entity grants mortgages, charges, assignments by way of security, pledges and/or security interests in all or some of its present and after acquired property as security for the obligations under the Acquisition Finance Documents (other than the Silver Stream Obligations) or any Permitted Secured Debt refinancing, replacing or renewing the Senior Project Acquisition Facility or Mezzanine Debt and “Transaction Security Document” means any of the Transaction Security Documents

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

“Tripartite Deed” means:

“Transitional Services Agreement” means the transitional services agreement dated before Completion to be entered into between Seller, the Project Owner and a Glencore Group entity.

“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.

“Vendor” has the meaning set out in Section 6.14(1).

“Ventilation Construction Agreement” means the construction agreement (cooling turnkey solution)" dated 1 September 2021 between the Project Owner and Gordon Brothers Industries (Pty) Ltd ACN 160 126 456.

“Water License” means each water access licence listed in Part IV of Schedule A and any additional or replacement licence, permit or authorisation in respect of water used or to be used in connection with the Project.

“Whitewash Completion Date” means the date that is 30 days following the Closing Date or such later date agreed to by Purchaser in its sole discretion.

“Whitewash Procedure” means the compliance procedure set out in section 260A of the Corporations Act to be undertaken by the Seller Group Entities in connection with the transactions contemplated by this Agreement and the Acquisition Transaction.

Section 1.2     Other Rules of Interpretation

Section 1.3     Days

In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Eastern Standard 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 Standard Time) on the next Business Day.

Section 1.4     Joint and Several Liability

All obligations and liabilities designated as being obligations or liabilities of Seller, including all representations and warranties, covenants and payment and delivery obligations of Seller, are joint and several obligations of MAL and MAC and each of MAL and MAC will, as a separate and independent obligation, perform each such obligation as primary obligor. Each of MAL and MAC irrevocably waives any claim, remedy or other right which it may now have or hereafter acquire against each other that arises from the existence, payment, performance or enforcement of a Seller’s obligation under the Silver Stream Documents, including any right of subrogation, reimbursement, exoneration, indemnification or any right to participate in any claim or remedy of Purchaser against any Seller, or their property and assets which Purchaser now has or may hereafter acquire, whether or not such claim, remedy or other right is reduced to judgment or is liquidated, unliquidated, fixed, contingent, matured, unmatured, deposited, undisputed, secured or unsecured and whether or not such claim, remedy or other right arises in equity or under contract, statute or common law.

Section 1.5     Merger

It is the intention of the Parties that MAC will merge with and into MAL pursuant to the Merger prior to the Closing Date so that all undertaking, property and liabilities of MAC will vest in MAL as surviving company and that MAL will be the only Seller under this Agreement for all purposes.

Section 1.6     Schedules

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

Schedule A - Mining Properties (With Map of Stream Properties)

Schedule B - Corporate Structure and Organization Chart

Schedule C - Representations and Warranties of the Seller PSA Entities

Schedule D - Representations and Warranties of Purchaser

Schedule E - Material Contracts

Schedule F - Stream NPV Procedures

Schedule G – Transaction Security Documents

Schedule H - Monthly Report

Schedule I - Accession Agreement

Schedule J - Annual Compliance Certificate

Schedule K - Conditions Precedent

Schedule L - Conditions Subsequent

Schedule M – Existing Security

ARTICLE 2
PURCHASE AND SALE

Section 2.1     Purchase and Sale

Section 2.2     Delivery Obligations

Subject to Completion occurring and the Deposit having been paid, with respect to each Offtaker Payment made;

Seller shall sell and deliver to Purchaser, Refined Silver in an amount equal to the Payable Silver in the Offtaker Delivery to which such Offtaker Payment relates, whether such Offtaker Payment relates to all or any portion of the Produced Silver 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:

Section 2.3     Delivery of Silver Credits

Section 2.4     Invoicing

Section 2.5     Purchase Price

Section 2.6     Loss of Offtaker Delivery

In the event of any total or partial loss of any Produced Silver prior to the transfer of risk of loss of any such Produced Silver to an Offtaker, then Seller shall be required to sell and deliver to Purchaser an amount of Refined Silver equal to the Payable Silver lost and contained in the provisional invoice to the Offtaker or that would have been sent to the Offtaker, in respect of such lost Produced Silver, such requirement to be performed no later than five Business Days after receipt by a Seller Group Entity of insurance proceeds or any other payment in respect of such loss. Seller shall promptly notify Purchaser of any such loss.

Section 2.7     Proceeds Account and Cashflow Waterfall

ARTICLE 3
DEPOSIT

Section 3.1     Deposit

In consideration for the sale and delivery of Refined Silver under and pursuant to the terms of this Agreement, Purchaser hereby agrees to pay to Seller a deposit in cash against the Silver Purchase Price in the amount of the Deposit, payable in accordance with Section 3.2 to the account designated by Seller for this purpose.

Section 3.2     Closing Date Deliveries

which date shall not be later than June 1, 2023 (or such later date as Purchaser may agree in its sole and unfettered discretion).

Section 3.3     Satisfaction of Conditions Precedent

Each Seller PSA Entity shall use all reasonable commercial efforts and take all reasonable action as may be necessary or advisable to satisfy and fulfil all the conditions precedent set forth in Part 1 of Schedule K, as promptly as reasonably practicable.

Section 3.4     Condition Subsequent

Section 3.5     Use of Deposit

The Seller PSA Entities shall ensure that the Deposit is used only for the acquisition of the Project Owner.

ARTICLE 4
TERM

Section 4.1     Term

The term of this Agreement shall commence on the Signing Date and, subject to Section 9.2(1)(c), shall continue until the date that is 20 years after the Signing Date (the “Initial Term”). Purchaser may terminate this Agreement at the end of the Initial Term by providing the Seller PSA Entities, prior to the expiry of the Initial Term, with written notice of its intention to terminate. If Purchaser has not provided such notice prior to the expiry of the Initial Term, then this Agreement shall continue in full force and effect for successive ten-year periods unless and until Purchaser provides written notice to the Seller PSA Entities terminating this Agreement prior to the end of the then current term.

Section 4.2     Uncredited Deposit

If, by the expiry of the term of this Agreement or upon any early termination of this Agreement pursuant to Section 9.2(1)(c) or otherwise upon valid termination of this Agreement, Seller has not sold and delivered to Purchaser an amount of Refined 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 by Purchaser.

ARTICLE 5
REPORTING; BOOKS AND RECORDS

Section 5.1     Reporting Requirements

Section 5.2     Books and Records

The Seller PSA Entities shall keep true, complete and accurate Books and Records to enable Purchaser to confirm compliance with the terms and conditions of this Agreement, including the determination of the Payable Silver. The Seller PSA Entities shall:

such Books and Records from time to time, at such reasonable times as Purchaser may request upon reasonable notice and at Purchaser’s sole risk and expense, provided that, absent an Event of Default that has occurred and is continuing, Purchaser and its authorized representatives and agents shall not conduct more than one such audit, review or other examination in any fiscal year of Seller.

Section 5.3     Technical Reports

Section 5.4     Inspections

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

Section 5.5     Effective Date of Rights

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

Section 5.6     Confidentiality

ARTICLE 6
COVENANTS

Section 6.1     Conduct of Operations

Section 6.2     Processing/Commingling

Section 6.3     Preservation of Corporate Existence

Section 6.4     Insurance

Section 6.5     Project Assets

The Seller PSA Entities shall:

The Seller PSA Entities shall ensure that the Project Owner and each other Seller PSA Entity will be treated for all purposes as a separate Person in its dealings from all other Persons (including other Seller PSA Entities), including by ensuring that each of the Project Owner and the other Seller PSA Entities will (i) maintain books and records separate from any other Person; (ii) maintain its accounts separate from those of any other Person; (iii) conduct its own business in its own name; (iv) maintain separate financial statements or records (noting that this does not limit or prohibit the Seller Group Entities or the Seller PSA Entities preparing consolidated financial statements); (v) pay any liabilities out of its own funds; (vi) use separate invoices and cheques; (vii) hold itself out as a separate Person; (viii) correct any known misunderstanding regarding its separate identity; and (ix) engage in dealings with its Affiliates in a manner that respects its separate corporate identity.

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

The Seller PSA Entities and the Project Owner shall not:

Project Owner may abandon, surrender, relinquish or allow to lapse or expire any of the Stream Properties (an “Abandonment”, and “Abandon” and “Abandoned” shall have corresponding meanings) if Project Owner determines, acting in a commercially reasonable manner, that it is not economical to mine the Minerals from such Stream Properties that it proposes to Abandon and the Seller PSA Entities have provided Purchaser with at least ninety (90) days’ prior written notice of such Abandonment and the Seller PSA Entities have not received from Purchaser, at least 30 days before the proposed date of the Abandonment, written notice that Purchaser desires Project Owner to convey or cause the conveyance of such Stream Properties to be Abandoned (the “Abandonment Property”) to Purchaser or an assignee thereof. If such a written notice is received by the Seller PSA Entities from Purchaser, the Seller PSA Entities shall, in exchange for consideration of one U.S. Dollar, acting in good faith, use commercially reasonable efforts to convey or cause the conveyance of the Abandonment Property to Purchaser on an as is, where is basis and at the sole cost, risk and expense of Purchaser and shall thereafter have no further obligation to maintain the title to such Abandonment Property. If Purchaser does not give such written notice to the Seller PSA Entities within the prescribed period of time, Project Owner may Abandon such Abandonment Property and shall thereafter have no further obligation to maintain the title to such Abandonment Property or maintain such Abandonment Property in good standing.

The Seller PSA Entities shall, and shall cause each Seller Group Entity to (i) comply with applicable Anti-Terrorism Laws and Anti-Corruption Laws, (ii) refrain from dealing in, or otherwise engaging in any transaction related to, any property or interests in property obtained in contravention or blocked pursuant to any applicable Anti-Terrorism Laws or Anti-Corruption Laws, or engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any applicable Anti-Terrorism Laws or Anti-Corruption Laws, and (iii) take all measures appropriate in the circumstances (in any event as required by Applicable Law) to provide reasonable assurance that each Seller Group Entity is and will continue to be in compliance with applicable Anti-Terrorism Laws and Anti-Corruption Laws.

ARTICLE 7
GUARANTEES AND SECURITY

ARTICLE 8
REPRESENTATIONS AND WARRANTIES

The Seller PSA Entities, acknowledging that Purchaser is entering into this Agreement in reliance thereon, hereby jointly and severally make:

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 PSA Entity pursuant to Section 3.2(1) and Schedule K and each Annual Compliance Certificate.

Purchaser, acknowledging that the Seller PSA 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 PSA 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 PSA Entities, it shall be deemed to refer to the actual knowledge of any director or officer of the Seller PSA Entities, 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 or director of the Seller PSA Entities, as applicable.

ARTICLE 9
DEFAULTS AND DISPUTES

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

If a Dispute arises between the Parties (and for this purpose any of the Seller Group Entities involved in the Dispute shall be deemed to be one Party, and Purchaser the other Party), including with respect to an Auditor’s Report, the Parties shall promptly and in good faith attempt to resolve such Dispute through negotiations conducted in the following manner:

The Parties acknowledge and agree that, if, as a result of any Insolvency Event of Default affecting any Seller PSA Entity, a Governmental Authority of competent jurisdiction permits such Seller PSA Entity to repudiate its obligations under this Agreement, such repudiation will not affect the obligations of the other Seller Group Entities, and this Agreement will remain in full force with respect to the other Seller Group Entities.

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 (i) any new Tax is implemented, (ii) there shall occur any revision in, implementation of, amendment to or interpretation of any existing Tax, (in each of (i) or (ii) that has an adverse effect on any of the Parties or any of their Affiliates in respect of the transactions contemplated by this Agreement), or (iii) either Party shall identify changes to the ownership structure of the Seller Group Entities on the one hand or Purchaser or its Affiliates on the other hand, that will materially enhance the economic benefit they enjoy from this Agreement, then Seller 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 either are no longer adversely affected by any such enactment, revision, implementation, amendment or interpretation, or can achieve the material enhancement to the economic benefit they enjoy from this Agreement, as the case may be; provided that any amendment to this Agreement shall not have any adverse impact on Seller and its Affiliates on the one hand, or 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 ounces 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 PSA Entities.

Seller shall pay (i) all reasonable fees, charges and disbursements of counsel in each applicable jurisdiction incurred by Purchaser in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Silver Stream Documents, the registration and perfection of Security in accordance with this Agreement (including any stamp duty or taxes and any request or demand under the PPSA) and any actual or proposed amendments, modifications or waivers of the provisions of any Silver Stream Document, (ii) all out of pocket costs and expenses incurred by Purchaser, including the fees, charges and disbursements of counsel, in connection with the enforcement of, or preservation of any of its rights under, this Agreement and the other Silver Stream Documents, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of the transactions contemplated under the Silver Stream Documents, and (iii) all reasonable out of pocket costs and expenses incurred by Purchaser (solely in its capacity as such), including the fees, charges and disbursements of counsel, in connection with any Change of Control or any other transfer of Equity Interests of, or corporate reorganization involving, any Seller PSA Entity.

Without limiting any other provision of this Agreement, the following provisions shall survive termination of this Agreement: Section 4.2, Section 5.2, Section 5.5, Section 7.1, Section 9.2, Section 9.3, Section 9.4, Section 9.5, Section 9.6, Section 10.1, Section 10.2, Section 10.4, Section 10.5, Section 10.6, Section 11.4 and such other provisions of this Agreement as are required to give effect thereto.

[***]

Attention: [***] 

Email: [***]

c/o Squire Patton Boggs 

Level 21, 300 Murray St. 

Perth WA 6000

Attention: Chris Rosario 

Email: chris.rosario@squirepb.com

[***]

Attention: [***] 

E-mail: [***]

with respect to any notices pursuant to Section 2.4, with a copy by electronic mail to (which shall not constitute notice):

Email: [***]

Either Party may change its email or physical address for delivery of notices from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to the Party at its changed address.

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 PSA 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 PSA 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. 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 Sanctioned 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 does not affect any rights a person has or would have other than by reason of the PPSA and applies despite any other section in any Silver Stream Document.

the Seller PSA Entity shall do it promptly at its own cost. This may include obtaining consents, signing documents, getting documents completed and signed and supplying information, delivering documents and evidence of title and executed blank transfers, or otherwise giving possession or control with respect to any property the subject of any security interest or Encumbrance.

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 as 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.