Execution Version

ROYALTY PURCHASE AGREEMENT

SILVER CROWN ROYALTIES INC.

$\quad$ and

ELK GOLD MINING CORP.

May 11, 2023

ROYALTY PURCHASE AGREEMENT

THIS AGREEMENT made as of May 11, 2023

BETWEEN:

ELK GOLD MINING CORP., a company duly incorporated under the laws of British Columbia ("Vendor")

$-$ and $-$

SILVER CROWN ROYALTIES INC., a company duly incorporated under the laws of Ontario ("SCR")

WHEREAS:

• Vendor is the owner and operator of the Elk Gold Mine, as more particularly described in A. Schedule "A", situated in British Columbia, Canada; and
• B. Vendor and SCR entered into a letter of intent dated February 17, 2023 pursuant to which the parent of the Vendor agreed to create, grant and sell to SCR a royalty on the Silver produced from the Elk Gold Mine, on the terms more particularly set forth herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

ARTICLE 1 INTERPRETATION

$1.1$ Definitions

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

"Additional Rovalty Exercise Outside Time" means 2:00 PM (Vancouver Time) on May 25, 2023:

"Additional Royalty Exercise Price" means C\$1,250,000 in cash;

"Additional Royalty Option" has the meaning ascribed thereto in Section 2.5.1;

"Affiliate" means, with respect to a specified Person, another Person that directly or indirectly controls or is controlled by or is under common control with that specified Person;

"Agreement" means this royalty purchase agreement and the Schedules attached to this Agreement and all amendments, restatements or replacements to this Agreement made by written agreement between the Parties;

"Agur Option Block" means the Mining Rights forming part of the Elk Gold Mine subject to the Agur Royalty;

"Agur Royalty" means the 1% net smelter return royalty on the Agur Option Block held by Don Agur;

"Agur Royalty Agreement" means agreement evidencing the Agur Royalty, a copy of which has been provided by Vendor to SCR;

"Applicable Laws" or "Law(s)" means in respect of any Person, property, transaction or event, all laws, statutes, treaties, regulations, judgments, notices, approvals, orders and decrees applicable to that Person, property, transaction or event, and, in each case to the extent legally enforceable by or on behalf of a Governmental Body or purporting to have authority over that Person, property, transaction or event;

"Area of Interest" means the area that is one (1) mile of the outermost boundaries of the Elk Gold Mine;

"Bonuses" has the meaning ascribed to it in the Royalty Agreement;

"Books and Records" means all scientific and technical, financial, accounting, business, tax and employee information, records and files, in any form whatsoever (including written, printed or electronic form or stored on computer discs or other data and software storage devices) related to the Business and the Mining Property, including regulatory filings and returns, books of account and related original source documentation, actuarial, tax and accounting information, geological and metallurgical data, drill hole logs, cross sections and assay results, reports, files, lists, drawings, plans, logs, briefs, computer program documentation, employee data and records, deeds, certificates, contracts, surveys, title and legal opinions, records of payment, asset documentation, written employment manuals and employment policies;

"Business" means the business of Vendor as presently conducted, solely as it relates to the ownership and operation of the Mining Property;

"Business Day" means a day that is not a Saturday, Sunday or any other day which is a statutory holiday or a bank holiday in Vancouver, British Columbia;

"Cash Consideration" means C\$1,250,000;

"Claim" means any claim of any nature whatsoever, including any demand, liability, obligation, debt, cause of action, suit, proceeding, judgment, award, assessment, reassessment or notice of determination of loss:

"Closing" means the completion of the Transaction in accordance with Article 2;

"Closing Date" means the date upon which Closing occurs, being the date first set forth above, or such other date as may be agreed upon in writing by the Parties but no later than May 10, 2023;

"Closing Document" means any document delivered at or subsequent to Closing as provided in or pursuant this Agreement;

"Common Shares" means common shares in the capital of SCR;

"Consideration Units" means 250,000 units of SCR at a deemed price per unit of \$0.20 with an aggregate deemed value of \$50,000, with each such unit consisting of one Consideration Unit Share and one half of one Consideration Unit Warrant to be issued and delivered to Vendor in accordance with Section 2.1.1 hereof;

"Consideration Unit Share" means a Common Share of SCR underlying a Consideration Unit;

"Consideration Unit Warrant" means a full Common Share purchase warrant of SCR underlying a Consideration Unit exercisable to acquire one additional Common Share at a price of C\$0.40 for a period of 24 months from the date of issuance thereof;

"Contract" means any written agreement, arrangement or commitment;

"Disposal" means any disposal by any means including dumping, incineration, spraying, pumping, injecting, depositing or burying;

"Elk Gold Mine" means that gold project located in British Columbia, Canada and which is more particularly described in Schedule "A" and held by Vendor;

"Environment" includes the air, surface water, groundwater, body of water, any land, soil or underground space even if submerged under water or covered by a structure, all living organisms and the interacting natural systems that include components of air, land, water, organic and inorganic matters and living organisms and the environment or natural environment as defined in any Environmental Law and "Environmental" will have a similar extended meaning;

"Environmental Laws" means all Applicable Laws relating in whole or in part to the Environment including those relating to the storage, generation, use, handling, manufacture, processing, transportation, import, export, treatment, Release or Disposal of any Hazardous Substance:

"Going Public Transaction" means an initial public offering, reverse takeover, direct listing or other transaction resulting in the listing of the Common Shares (or securities of another issuer for which Common Shares are exchanged in connection with the Going Public Transaction) on a Stock Exchange:

"Governmental Approval" means any authorization, consent, approval, licence, ruling, permit, concession, certification, exemption, filing, variance, order, judgment, decree, publication, notice to, declaration of or with or registration by or with any Governmental Body;

"Governmental Body" means any national, state, regional, provincial, municipal or local government, governmental department, commission, board, bureau, agency, authority or instrumentality, or any Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any of the foregoing entities, including all tribunals, commissions, boards, bureaus, arbitrators and arbitration panels, and any authority or other Person controlled by any of the foregoing;

"Hazardous Substance" means any pollutant, contaminant, waste, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially interpreted or identified in any Environmental Law;

"Indemnified Party" or "Indemnifying Party" has the meaning ascribed to that term in Section $7.3.1;$

"knowledge" means with respect to Vendor, the knowledge of its Chief Executive Officer, Chief Operating Officer and General Counsel & Corporate Secretary, and with respect to SCR, the knowledge of its President and Chief Executive Officer, Chief Financial Officer and Technical

Advisor after due inquiry (and each such individual will be deemed to have "knowledge" of a particular fact or other matter if: (i) that individual is actually aware of that fact or matter; or (ii) that fact or matter has been received or comes to the attention of that individual under circumstances in which a reasonable person would take cognizance of it), and for greater certainty, where a representation or warranty refers to the knowledge of more than one Party, each such Party is giving such representation and warranty to its own knowledge only and knowledge of one such Party shall not be imputed to any other such Party;

"Liabilities" includes any indebtedness, obligations or liabilities of any kind, whether primary or secondary, direct or indirect, accrued, absolute or contingent, liquidated or unliquidated, secured or unsecured and whether or not reflected or required to be reflected in a balance sheet in accordance with generally accepted accounting principles;

"Lien" means with respect to any property or asset, any security interest, mortgage, pledge, prohibition, injunction, restriction, lien, charge, assignment, option, claim, royalty, stream, offtake or similar right, promise to contract, compromise or other encumbrance or interest of any kind, upon any such property or asset, or upon the income revenue or profits therefrom, including any acquisition of or option to acquire any interest in any property or asset (whether real, personal, tangible or intangible upon conditional sale or other title retention agreement, device or arrangement (including any capital lease));

"Loss" or "Losses" means any loss, liability, damage, cost or expense suffered or incurred, including the costs and expenses of any assessment, judgment, settlement or compromise relating thereto;

"Material Adverse Effect" means any change, event, violation, inaccuracy, circumstance or effect that is or could reasonably be expected to be materially adverse to the Mining Property, other than any change, event, violation, inaccuracy, circumstance or effect: (i) relating to the global economy or securities markets in general; (ii) resulting from changes in the price of gold or copper; (iii) relating to the gold and copper mining industry in general and not disproportionately relating to or affecting such Party;

"Minerals" shall have the meaning ascribed to that term in the Royalty Agreement;

"Mining Property" means the Mining Rights comprising the Elk Gold Mine, including the Area of Interest, and any other Mining Rights or other rights that currently form part of the Elk Gold Mine, and any rights renewing, deriving or replacing such Mining Rights or other rights at any time, or any variation of any of those Mining Rights (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain), including all future other Mining Rights that have the effect of increasing the size of the Elk Gold Mine, which Vendor owns at any time;

"Mining Rights" means exploration licences, mineral claims, mining leases, mining licences, mineral concessions, crown grants and other tenure or other rights to Minerals or to access and work upon lands, such as ownership rights, leasing agreements, lands temporal occupation agreements, surface rights or otherwise, for the purpose of exploring, exploiting or benefiting from Minerals under the terms of the Laws applicable in the Province of British Columbia, whether contractual, statutory or otherwise, or any interest therein. "Mining Rights" includes any amendments, relocations, adjustments, resurvey, additional locations, derived rights or conversions of, or any renewal, amendment or other modification or extensions of any of the foregoing;

"NI 43-101" means national instrument 43-101 – Standards of Disclosure for Mineral Projects;

"Obligations" means: (i) all debts, Liabilities and obligations, present or future, direct or indirect, absolute or contingent, at any time or from time to time due or accruing or owing by or otherwise payable by Vendor to SCR in any currency, under or in connection with or pursuant to the Transaction Documents and the Royalty, without duplication; and (ii) the due and punctual performance and compliance by Vendor with all of the terms and conditions of the Transaction Documents and the Royalty (including without limitation the obligation of Vendor to ensure that any transfer of Mining Property remains bound by the Royalty);

"Order" means any order, judgment, injunction, decree, stipulation, determination, award, decision or writ of any court, tribunal, arbitrator or Governmental Body or other Person;

"Parties" means the parties to this Agreement and "Party" means any one of them;

"Person" means an individual, a partnership, a corporation, a Governmental Body, a trustee, any unincorporated organization and the heirs, executors, administrators or other legal representatives of an individual and words importing "Person" have similar meaning;

"Release" includes releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, migrating, escaping, leaching, disposing, dumping, depositing, spraying, burying, abandoning, incinerating, seeping or placing, or any similar action defined in any Environmental Law;

"Royalty" has the meaning ascribed thereto in the Royalty Agreement;

"Rovalty Agreement" means the royalty agreement to be entered into between Vendor and SCR, each substantially in the form of the royalty agreement attached as Schedule "B", providing for the granting of the Royalty;

"Royalty Percentage" has the meaning ascribed thereto in the Royalty Agreement, and which such percentage shall be 45% or, in the event the Additional Royalty Option is exercised, from any after the date of such exercise, 90%;

"Royalty Performance Warrants" means the royalty performance warrants exercisable to acquire Common Shares as set out in, and evidencing the rights granted under, section 4.8 of the Royalty Agreement;

"Royalty Performance Warrant Certificate" means the definite certificate representing the Royalty Performance Warrants issuable on Closing;

"Sale" means the transfer of title to Minerals by or on behalf of Vendor or any Affiliate of Vendor to an arm's length Person and includes a deemed transfer of title to Minerals transported from the Mining Property that Vendor elects to have credited to or held for its account by a smelter, refiner, or broker, and is also deemed to include any Loss prior to any transfer or deemed transfer of title to Minerals and "Sold" means subject to a Sale;

"SCR" has the meaning set out in the recitals, above;

"Securities Act" means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

"Securities Laws" means the Securities Act, together with all applicable Canadian provincial securities laws, rules and regulations and published policies thereunder as now in effect and as they may be promulgated or amended from time to time;

"Star Royalty" means the 2% net smelter return royalty on the Elk Gold Mine held by Star Royalties Ltd.;

"Star Royalty Agreement" means agreement evidencing the Star Royalty, a copy of which has been provided by Vendor to SCR;

"Stock Exchange" means the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or such other exchange as may be agreed to by the Vendor and SCR in writing;

"Taxes" means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Body, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, excise, severance, social security, workers' compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

"Technical Report" means the Technical Report in respect of the Elk Gold Mine filed by Gold Mountain on January 21, 2022;

"Third Party" means any Person other than a Party or an Affiliate of a Party;

"Third Party Claim" means any Claim asserted by a Third Party against an Indemnified Party;

"Time of Closing" means 10:00 a.m. PST on the Closing Date, or such earlier time that may be agreed to by the Parties;

"Transaction" means the creation and sale of the Royalty pursuant to the Transaction Documents;

"Transaction Documents" means this Agreement, the Royalty Agreement any other document delivered in connection therewith or relating thereto and the schedule or schedules thereto;

"TSX" means the Toronto Stock Exchange;

"Vendor" has the meaning set out in the recitals, above; and

"Vendor Public Documents" means those forms, reports, schedules, statements and other documents, including any financial statements or other documents (including any schedules included therein) as are filed under the profile for Vendor at www.sedar.com and accessible to the public;

$1.2$ Headings

The division of this Agreement into Articles and Sections and the insertion headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

$1.3$ Control

A person (first person) is considered to control another person (second person) if:

• the first person beneficially owns or directly or indirectly exercises control or $(a)$ direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation;
• $(b)$ the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or
• the second person is a limited partnership and the general partner of the limited $(c)$ partnership is the first person.

$1.4$ Extended Meanings

In this Agreement, words importing the singular number only include the plural and vice versa, words importing any gender include all genders. The term "includes" or "including" means "including, but not limited to". A reference to any entity includes any successor to that entity.

$1.5$ Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

$1.6$ Currency

Unless otherwise indicated, all references to currency herein are to the lawful money of Canada.

$1.7$ Consent

Whenever a provision of this Agreement requires an approval or consent and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

$1.8$ Performance on Holidays

If any action is required to be taken pursuant to this Agreement on or by a specified date which is not a Business Day, then such action will be valid if taken on or by the next Business Day.

$1.9$ Calculation of Time

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

$1.10$ Schedules

The following are the Schedules annexed hereto and incorporated by reference and deemed to be part hereof:

Schedule "A" - Elk Gold Mine Schedule "B" - Form of Royalty Agreement Schedule "C" – Representations and Warranties of Vendor Schedule "D" – Representations and Warranties of SCR

Capitalized terms used but not otherwise defined in the Schedules have the meanings given to them in this Agreement.

ARTICLE 2 PURCHASE AND SALE OF ROYALTY

$2.1$ Purchase and Sale of Royalty

• $2.1.1$ Vendor hereby agrees to create, sell, grant and deliver to SCR, and SCR hereby agrees to purchase and acquire from Vendor, free and clear of any Liens, the Royalty, in consideration for the Cash Consideration and the Consideration Units to be issued and delivered by SCR to Vendor on the Closing Date for the Royalty in respect of the Elk Gold Mine.
• $2.1.2$ The terms and conditions of the Royalty are set out in the form of the Royalty Agreement attached hereto as Schedule "B". The Royalty Agreement shall be executed and delivered by the Parties at the Closing.

$2.2$ Interest in the Mining Property

Vendor hereby acknowledges and agrees that to the maximum extent permissible under $2.2.1$ Applicable Laws, the Parties intend that the Royalty constitutes an interest in the Mining Property and the Minerals (while contained in the Mining Property) that runs perpetually with the Mining Property, and in Vendor's right, title and interest therein, in favour of SCR. As a result, the Parties agree as follows:

• $(a)$ the Royalty shall constitute a covenant that will run with title to the Mining Property and the Minerals (while contained in the Mining Property) and all successions thereof, and any disposition or transfer of the Mining Property, or any interest therein, shall be subject to the Royalty;
• $(b)$ any sale or other disposition by Vendor of any direct interest in the Mining Property shall only be effected in accordance with the provisions of Section 7.1 of the Royalty Agreement;
• $(c)$ if and to the extent allowed by the Mines Act (British Columbia), Vendor will, upon request by SCR from time to time, sign and deliver to SCR, and SCR may register or otherwise record against the Mining Property, the Royalty and a notice of the Royalty Agreement that will have the effect of giving notice of the existence of the Royalty to Third Parties; and
• $(d)$ subject to the terms of this Agreement, the terms of the Royalty will be binding upon and enure to the benefit of the Parties and their respective successors and assigns.

$2.3$ Conditions to Closing

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$2.4$ Closing Deliveries and Procedures

• At the Closing, Vendor shall deliver to SCR, the following Closing Documents, each in form and $2.4.1$ substance satisfactory to SCR, acting reasonably:
• the Royalty Agreement, duly executed by Vendor; $(a)$
• a certificate of good standing for Vendor, issued by the relevant Governmental $(b)$ Body dated as of the Closing Date;
• $(c)$ an officer's certificate of Vendor dated as of the Closing Date, in form and substance reasonably satisfactory to SCR, as to: (a) its constating documents; (b) a resolution of the board of directors of Vendor authorizing the execution and delivery of each of the Closing Documents to which it is a party, and the completion of the transactions contemplated thereby; and, if the Closing Date is not on the date of this Agreement (c) that the representations and warranties of Vendor set forth in this Agreement will be true and correct in all material respects on and as of the Closing Date (as if made on and as of such date) except as affected by the transactions contemplated or permitted by this Agreement; and
• a copy of the mineral title opinion in respect of the Mining Property prepared by $(d)$ MLT Aikins LLP dated April 21, 2022.

• $2.4.2$ At the Closing, SCR shall deliver to Vendor the following Closing Documents, each in form and substance satisfactory to Vendor, acting reasonably:

• $(a)$ a wire transfer in the amount of the Cash Consideration to Vendor, as may be directed by Vendor in writing, required under Section 2.1.1 hereof;

• $(b)$ the Royalty Agreement, duly executed by SCR;
• $(c)$ a certificate of good standing for SCR issued by the relevant Governmental Body dated on the Closing Date;
• certificates representing the Consideration Units; $(d)$
• $(e)$ the Royalty Performance Warrant Certificate; and
• $(f)$ an officer's certificate of SCR dated as of the Closing Date, in form and substance reasonably satisfactory to Vendor, as to: (a) its constating documents; (b) a resolution of the board of directors of SCR authorizing the execution and delivery of any Closing Documents to which it is a signatory, and the completion of the Transaction or activities contemplated thereby; and, if the Closing Date is not on the date of this Agreement (c) that the representations and warranties of SCR set forth in this Agreement will be true and correct in all material respects on and as of the Closing Date (as if made on and as of such date) except as affected by the transactions contemplated or permitted by this Agreement.

$2.5$ Additional Royalty Option

• SCR shall have the option (the "Additional Royalty Option") exercisable at any time prior to the 2.5.1 Additional Royalty Exercise Outside Time to increase the Royalty Percentage from 45% to 90% by delivery to Vendor of the following:
• $(a)$ a letter duly executed by one or more officers or directors of SCR confirming the exercise of the Additional Royalty Option;
• $(b)$ a wire transfer in the amount of the Additional Royalty Exercise Price to Vendor, as may be directed by Vendor in writing; and
• $(c)$ a bring down officer's certificate reconfirming each of the matters set forth in Section $2.4.2(f)$ ,

and upon due receipt of the foregoing items in connection with the Additional Royalty Option, the Royalty Percentage shall be deemed amended from and after the date of such exercise of the Additional Royalty Option from 45% to 90%. The Additional Royalty Option shall be deemed null and void if not fully exercised prior to the Additional Royalty Exercise Outside Time.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF VENDOR

$3.1$ Representations and Warranties of Vendor

$3.1.1$ Vendor hereby represents and warrants to and in favour of SCR those statements set out in Schedule "C" hereto and acknowledges that SCR is relying upon such representations and warranties in entering into this Agreement.

$3.2$ Survival of the Representations, Warranties and Covenants

• The representations and warranties of Vendor set forth in this Agreement shall survive the $3.2.1$ Closing and shall continue for the benefit of SCR for two years from the Closing Date notwithstanding the occurrence of the Closing and any inspections or inquiries made by or on behalf of SCR.
• $3.2.2$ For greater certainty, the expiry of the survival period applicable to a representation or warranty shall be without prejudice to any Claim for indemnification based on any inaccuracy or misrepresentation in such representation or warranty made prior to such expiry pursuant to this Agreement.
• $3.2.3$ The covenants of Vendor set out in this Agreement that have not been fully performed at or prior to the Time of Closing shall survive the Closing and, notwithstanding the occurrence of the Closing, shall continue in full force and effect for the benefit of SCR in accordance with the terms thereof.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SCR

$4.1$ Representations and Warranties of SCR

$4.1.1$ SCR hereby represents and warrants to and in favour Vendor, those statements set out in Schedule "D" hereto and acknowledges that Vendor is relying upon such representations and warranties in entering into this Agreement.

$4.2$ Survival of the Representations and Warranties

• $4.2.1$ The representations and warranties of SCR set forth in this Agreement shall survive the Closing and shall continue for a period of two years from the Closing Date for the benefit of Vendor, as applicable, notwithstanding the occurrence of the Closing and any inspections or inquiries made by or on behalf of Vendor.
• $4.2.2$ For greater certainty, the expiry of the survival period applicable to a representation or warranty shall be without prejudice to any Claim for indemnification based on any inaccuracy or misrepresentation in such representation or warranty made prior to such expiry pursuant to this Agreement.

ARTICLE 5

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ARTICLE 6 POST-CLOSING COVENANTS

$6.1$ Bonuses

SCR agrees to pay Vendor the Bonuses in accordance with the terms of the Royalty Agreement.

ARTICLE 7 INDEMNIFICATION

$7.1$ Indemnity by Vendor

Vendor shall indemnify and save harmless SCR from and against all Losses directly or indirectly suffered by it resulting from: (i) any breach of any covenant of Vendor contained in this Agreement; (ii) any inaccuracy or misrepresentation in any representation or warranty set forth herein; (iii) any Liabilities for Taxes levied by any Governmental Body with respect to the sale of the Royalty to SCR; and (iv) any Liabilities caused, directly or indirectly, by Vendor as a result of or arising out of the conduct of its activities on or in respect of the Mining Property. For clarity, Vendor acknowledges that the acquisition of the Royalty by SCR shall not create or be deemed to create a partnership, and as a result, SCR shall not be subject to any Liabilities in respect of the Mining Property arising, among other things, under Environmental Laws.

$7.2$ Indemnity by SCR

SCR shall indemnify and save harmless Vendor from and against all Losses directly or indirectly suffered by it resulting from: (i) any breach of any covenant of SCR contained in this Agreement; and (ii) any inaccuracy or misrepresentation in any representation or warranty set forth herein (iii) any Liabilities caused, directly or indirectly, by SCR while conducting any site visit of the Mineral Property conducted under Section 6.2 or otherwise.

$7.3$ Notice of and Defence of Third Party Claims

• $7.3.1$ Any Person providing indemnification pursuant to the provisions of this Article 7 is referred to herein as an "Indemnifying Party", and any Person entitled to be indemnified pursuant to the provisions of this Article 7 is referred to herein as an "Indemnified Party".
• $7.3.2$ If an Indemnified Party receives written notice of the commencement or assertion of any Third Party Claim in respect of which the Indemnified Party believes the Indemnifying Party has liability under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof. To the extent reasonable and practical given the information readily available to the Indemnified Party, such notice to the Indemnifying Party shall describe the Third Party Claim in reasonable detail and shall indicate (without prejudice to the Indemnified Party's rights) the estimated amount of the Loss that has been or may be sustained by the Indemnified Party in respect thereof, provided that the failure to give such notice within such time period shall not reduce the Indemnified Party's rights hereunder, except to the extent of any actual prejudice suffered as a result of such failure due to the loss of substantive defences.

• 7.3.3 The Indemnifying Party shall have the right, by giving notice to that effect to the Indemnified Party not later than thirty (30) days after receipt of such notice of such Third Party Claim and subject to the rights of any insurer or other Third Party having potential liability therefor, to elect to assume the defence of any Third Party Claim at the Indemnifying Party's own expense and by the Indemnifying Party's own counsel, provided that the Indemnifying Party shall not be entitled to assume the defence of any Third Party Claim: (i) alleging any criminal or quasi-criminal wrongdoing (including fraud), (ii) which impugns the reputation of the Indemnified Party or (iii) where the Third Party making the Third Party Claim is a Governmental Body.

• $7.3.4$ Prior to settling or compromising any Third Party Claim in respect of which the Indemnifying Party has the right to assume the defence, the Indemnifying Party shall obtain the consent of the Indemnified Party regarding such settlement or compromise. In addition, the Indemnified Party shall be entitled to participate in (but not control) the defence of any Third Party Claim (and in so doing may retain its own counsel) at its own expense.

• $7.3.5$ With respect to any Third Party Claim in respect of which the Indemnified Party has given notice to the Indemnifying Party pursuant to this Section 7.3.5 and in respect of which the Indemnifying Party is not entitled to assume the defence or has not elected to do so, the Indemnifying Party may participate in (but not control) such defence assisted by counsel of its own choosing at the Indemnifying Party's sole cost and expense.
• 7.3.6 At their own cost and expense, the Indemnifying Party and Indemnified Party shall use all reasonable efforts to make available to the Party which is undertaking and controlling the defence of any Third Party Claim:
• those employees whose assistance, testimony or presence is necessary to assist $(a)$ such Party in evaluating and in defending any Third Party Claim; and
• $(b)$ all documents, records and other materials in the possession of such Party reasonably required by such Party for its use in defending any Third Party Claim,

and shall otherwise co-operate with the Party defending such Third Party Claim.

• $7.3.7$ If the Indemnifying Party elects to assume the defence of any Third Party Claim as provided in Section 7.3.3 and fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Party that the Indemnified Party believes on reasonable grounds that the Indemnifying Party has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifying Party shall be liable for all reasonable costs and expenses paid or incurred in connection therewith.
• 7.3.8 Upon making a payment in full of any Loss, the Indemnifying Party shall, subject to the rights of any insurers and to the extent of such Loss, be subrogated to all rights of the Indemnified Party against any third party in respect of the Loss to which the Loss relates.

$7.4$ No Duplication

Notwithstanding anything in this Agreement, any amounts payable pursuant to the indemnification obligations under this Article 7 shall be paid without duplication, and in no event shall any Party be indemnified under different provisions of this Agreement for the same Losses.

$7.5$ Tax Treatment of Indemnity Payments

The Parties agree to treat any indemnity payment made pursuant to this Section 7.5 as an adjustment to the purchase price for all income tax purposes.

ARTICLE 8 GENERAL

8.1 Further Assurances

Each of the Parties shall, from time to time, execute and deliver all such further documents and instruments and do all acts and things as any other Party may, either before or after the Closing Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

8.2 Time of the Essence

Time shall be of the essence of this Agreement.

8.3 Fees and Expenses

Except as otherwise set out in this Agreement, any costs and expenses arising from the transactions contemplated by this Agreement and the Royalty Agreement shall be borne by the party who incurred such costs and expenses.

8.4 Benefit of the Agreement

This Agreement shall enure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.

8.5 Entire 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 hereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement.

8.6 Confidentiality and Public Disclosure

• 8.6.1 This Agreement, all of the Closing Documents, and the contents of this Agreement and all Closing Documents shall be maintained in confidence by the Parties and not disclosed to any other Person (except as may be required by Applicable Laws and TSX rules or requirements) without the prior written approval of the other Parties, which shall not be unreasonably withheld.
• 8.6.2 Immediately upon one Party determining that they may be required to disclose this Agreement, any of the Closing documents, or the contents of this Agreement or any of the Closing Documents, such Party must provide the other Parties with notice of such required disclosure.
• 8.6.3 The content of any public disclosure (including without limitation, any SEDAR filings of this Agreement and any press release) respecting this Agreement or the Transaction shall be approved by all of the Parties prior to the making of any public disclosure, which approval shall not be unreasonably withheld, provided that, where there are certain content requirements imposed by Securities Laws or the TSX, such content requirements must be fulfilled.

8.7 Amendments and Waiver

No modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the Parties and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived.

8.8 Assignment

This Agreement may not be assigned by a Party without the written consent of the other Party, except to an Affiliate of the assigning Party, provided that such Affiliate enters into a written agreement with the other Party to be bound by the provisions of this Agreement in all respects and to the same extent as the assigning Party is bound and provided that the assigning Party shall continue to be bound by all the obligations hereunder as if such assignment had not occurred and perform such obligations to the extent that such Affiliate fails to do so.

8.9 Severability

Each of the provisions contained in this Agreement is distinct and severable from the remainder of the Agreement and any determination of illegality, invalidity or unenforceability of any provision or part hereof by a court of competent jurisdiction shall not affect the validity of enforceability of any other provision or part hereof, unless, as a result of such determination, this Agreement would fail in its essential purposes.

8.10 Notices

Any notice, demand, consent or other communication ("Notice") given or made under this Agreement:

• must be in writing and signed by a person duly authorised by the sender; $(a)$
• must be delivered to the intended recipient by hand or by courier to the address $(b)$ below or the address last notified by the intended recipient to the sender:
• $(i)$ to Vendor:

Gold Mountain Mining Corp. 1000-1285 West Pender Street Vancouver, BC, V6E 4B1, Canada

Attention: Alex Bayer $ab@$ gold-mountain.ca Email:

with a copy (for information purposes only and not constituting notice) to:

MLT Aikins LLP 2600 -1066 West Hastings Street Vancouver, BCV6E 3X1

Mahdi Shams Attention: Email: [email protected]

$(ii)$ to SCR:

Silver Crown Royalties Inc. 3901-33 Charles St. East Toronto, Ontario, M4Y 0A2

Attention: Peter Bures Email: [email protected]

with a copy (for information purposes only and not constituting notice) to:

Osler, Hoskin & Harcourt LLP 1700-1055 West Hastings Street Vancouver, British Columbia, V5Y 0C3

Patrick Sullivan Attention: Email: [email protected]$

• $(c)$ Any notice will be deemed to have been given and received:
• $(i)$ if personally delivered, then on the day of personal service to the recipient party, provided that if such date is a day other than a Business Day such notice will be deemed to have been given and received on the first Business Day following the date of personal service;
• if by pre-paid registered mail, then the first Business Day, after the $(ii)$ expiration of five (5) days following the date of mailing; or
• if sent by e-mail and successfully transmitted prior to 5:00 pm on a $(iii)$ Business Day where the recipient is located, then on that Business Day,

and if transmitted after 5:00 pm on a Business Day where the recipient is located or on the day that is not a Business Day where the recipient is located, then on the first Business Day following the date of transmission.

$(d)$ A Party may at any time change its address for future Notices hereunder by Notice in accordance with this Section.

8.11 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, other than such laws relating to conflicts of law.

8.12 Dispute Resolution

Any dispute, controversy or claim between the Parties arising out of or relating to this Agreement, or the execution, interpretation, breach, termination, or invalidity thereof, shall be determined by the courts of the Province of British Columbia.

8.13 Counterparts and Electronic Signatures

This Agreement may be executed in two or more counterparts (including counterparts delivered by electronic mail), all of which, taken together, shall be regarded as one and the same Agreement. Counterparts may be delivered by electronic mail and the Parties adopt any signatures received by electronic mail as original signatures of the Parties.

[The balance of this page is intentionally left blank.]

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed and delivered as of the date first set forth above.

ELK GOLD MINING CORP.

By:	DocuSianod by:	"signed"
	Authorized Signatory SILVER CROWN ROYALTIES INC.
By:	Authorized Signatory	"signed"

Titio Number	Claim Name	Owner	Title Type	Title Sub Type	Map Number	Issue Date	Goud To Date	Status	Area (hn)
308695		254235 100%	Mineral	Lease	092H089	1992/5EP/14	2023/SEP/14	GOOD	150.00
516717		254235 100%	Mineral	Claim	092H	2005/13/11	2025/559/30	GOOD	520.57
516725		254235 100%	Mineral	Cialm	0921	2005/3UL/11	2025/SEP/30	GOOD	624.98
516727		254235 100%	Minerall	Claim	092H	2005/318/11	2025/SEP/30	cono	521.05
46731		254235 100%	Mineral	Claim	0928	2005/JUL/11	2025/SEP/30	GOOD	521.26
516732		254235 100%	Mineral	Caim.	092H	2005/300/11	2025/SEP/30	GOOD	1481.07
516733		254235 100%	Mineral	Claim	C92H	2005/JUL/11	2025/SEP/30	GOOD	938.03
516739		254235 100%	Minerail	Caim	CSOH	2005/JUL/11	2025/SEP/30	GOOD	524.69
516740		254235 100%	Mineral	Claim		2005/3UL/11	2021/APR/30	SUBD 2020/NOV/27	1458.28
516743		254235 100%	Mineriel	Caim	ROOM	2005/1LE/11	2025/552/30	GOOD	166.61
467.50		254235 100%	Mineral	Claim	0926	2005/JUL/11	2025/SEP/30	GOOD	1271.49
516755		254235 100%	Mineral	Cam	C92H	2005/318/11	2025/589/30	conn	1188.84
516757		254235 100%	Mineral.	Claim	092H	2005/3LL/11	2025/SEP/30	GOOD	1021.84
516759		254235 100%	Minarca	Claim	C92H	2005/3JL/11	2025/589/30	coon	1125.59
407.61		254235 100%	Mineral	Calm	1974	2005/3UL/11	2025/SEP/30	GOOD	625.03
516781	FLKOSA	254235 100%	Mineral	Claim	092H	2005/318/11	2025/589/30	GODD	20.85
45,000		254235 100%	Mineral	Claim	DGP 25	2005/3UL/12	2025/SEP/30	GOOD	20.85
517116	FLKDSB	254235 100%	Mineral	Claim	092H	2005/3J12	2025/SEP/30	GOOD	41.65
519105		254235 100%	Mineral	Caim.	092H	2005/AUG/16	2025/SEP/30	GOOD	104.30
524944	FLKC6A	254235 100%	Mineral	Catin	C92H	2006/14N/09	2025/SEP/30	6000	500.07
4249.05	ELKD68	254235 100%	Mineral	Daim	0928	2005/30N/09	2025/SEP/30	GOOD	499.90
524946	ELK06C	254235 100%	Mineral	Caim	C92H	2006/1AN/09	2025/SEP/30	GOOD	499.73
524987	ELK06D	254235 100%	Mineral	Claim	0928	2005/34N/05	2025/SEP/30	GOOD	499.56
524948	ELKO6E	254235 100%	Mineral	Cuire	092H	2005/14N/09	2025/SEP/30	CODD	499.56
524949	ELKCGE	254235 100%	Mineral	Claim	0928	2006/34N/09	2025/SEP/30	GOOD	499.73
524950	ELK06G	254235 100%	Mineral	Claim	D92H	2005/14N/09	2025/5EP/38	COOD	270.75
524952	ELKDGH	254235 100%	Mineral	Clair:	35745	2005/JAN/09	2025/5EP/30	GOOD	520.33
524954	ELKC61	254235 100%	Mineral	Claim	C92H	2006/14N/09	2025/SEP/30	GOOD	499.43
1679347	ELK NORTH 1	254235 100%	Mineral	Claim.	COZH	2020/06/1/07	2025/589/30	6000	832.45
1079048	ELK. NORTH 2	254235 100%	Mineral	Caim	0926	2020/OCT/07	2025/SEP/30	GODD	1331-15
10093049	ELK NORTH 3	254235 100%	Mineral	Claim	0928	2020/OCT/07	2025/SEP/30	GOOD	976.78
1079050	ELK NORTH 4	254235 100% Mineral Claim			0928		2020/OCT/07 2025/SEP/30	GOOD	1330.60
1679786	Elk Sub-	254235 100%	Mineral Claim		C92H	2005/JLL/11	2025/SEP/30	coop	895.81
1079787	Elk Sub	254235 100%	Mineral Claim		0928	2005/308/11	2021/APR/30	DEMI 2021/NOV/17	562.47
1085519		254235 100% Mineral Lease			022H		2021/NOV/17 2023/NOV/17 GOOD		496.00
1092515	BLKHOLE	254235 100%	Mineral	Claim.	092H		2022/14N/28 2025/SEP/30	COOD	2037.65

SCHEDULE "A" ELK GOLD MINE

SCHEDULE "B"

FORM OF ROYALTY AGREEMENT

[attached]

VAN_LAW\ 3126752\3

LEGAL_1:78670856.4

ROYALTY AGREEMENT

THIS AGREEMENT is dated as of May 11, 2023

BETWEEN:

ELK GOLD MINING CORP., a company duly incorporated under the laws of British Columbia ("Grantor")

$-$ and $-$

SILVER CROWN ROYALTIES INC., a company duly incorporated under the laws of Ontario $("SCR")$

(collectively, the "Parties" and each of them, a "Party")

WHEREAS:

• The Parties entered into a Royalty Purchase Agreement dated as of the date hereof (the "Purchase A. Agreement"); and
• B. The Purchase Agreement provides that Grantor shall grant to SCR the Royalty (defined below) on the terms and conditions set out herein.

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 is hereby acknowledged by the Parties, the Parties hereto do hereby covenant and agree as follows:

1. Definitions

$1.1$ Definitions. In this Agreement, the following capitalized terms shall have the respective meanings ascribed thereto:

"Act" means the Securities Act (British Columbia);

"Additional Royalty Option" has the meaning ascribed thereto in the Purchase Agreement;

"Affiliate" has the meaning given to such term under the Act;

"Allowable Deductions" means for any Silver, (i) the cost of transportation of such Silver to a smelter or other place of treatment, and (ii) smelter and treatment charges but does not include the costs of milling or concentration:

"Area of Interest" means the area that is one (1) mile of the outermost boundaries of the of the Project;

"Arm's Length" has the meaning ascribed to such term in the Income Tax Act (Canada) as amended from time to time:

"Average Silver Price" means the average London Bullion Market Association daily per ounce Silver price in U.S. dollars quoted by the London Bullion Market Association (currently administered by ICE Benchmark Administration) or any successor thereto or, if the London Bullion Market Association ceases $-2-$

to exist, a reputable alternative metals exchange, calculated by summing such quoted price reported for each day in a Quarter and dividing the sum by the number of days for which such prices were reported;

"Baseline Bonus Notice" means the notice provided by the Grantor to SCR, supported by monthly settlement reports as between New Gold Inc. and the Grantor, that the Grantor has achieved a Baseline Silver Production Trigger;

"Baseline Silver Production" means the Sale of 4,444 contained ounces of Silver in a 12-calendar month period;

"Baseline Silver Production Trigger" has the meaning ascribed to it in Section 4.8(b) hereof;

"Bonus Payments" mean the Silver Resource Bonus Payment and Silver Production Bonus Payment;

"Bonuses" means the aggregate amount of any Silver Resources Bonus Payment(s) and Silver Production Bonus Payment(s) paid by SCR to the Grantor pursuant to the terms of this Agreement;

"Business Day" means any day which is not a Saturday, Sunday or banking holiday in Vancouver, British Columbia or Toronto, Ontario;

"Cash Bonus Payment" has the meaning ascribed to it in Section 4.8(c) hereof;

"Change of Control" of a person means the consummation of any transaction, including any arrangement, amalgamation, 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: (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 effective control of such person;

"Commercial Production" means the generation of revenue through the Sale of Mineral Products from the Property, measured on quarterly basis in connection with the Grantor's payment of the Royalty;

"Existing Technical Report" means the Technical Report in respect of the Project filed by Gold Mountain on January 21, 2022 disclosing 2,210,000 aggregate in-situ ounces (combined total of measured, indicated and inferred resources) of Silver contained in the Project;

"Facilities" means all mines, mills, plants and facilities including, without limitation, all pits, shafts, haulage ways, and other underground workings, and all buildings, plants, facilities and other structures, fixtures and improvements, and all other property, whether fixed or moveable, as the same may exist at any time in, or on the Property and relating to the operation of the Property as a mine or outside the Property if for the exclusive benefit of the Property only;

"Gold Mountain" means Gold Mountain Mining Corp., the indirect parent of the Grantor;

"Going Public Transaction" means an initial public offering, reverse takeover, direct listing or other transaction resulting in the listing of the SCR Shares on the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or such other exchange as may be agreed to by the Grantor and SCR in writing;

"Gross Proceeds" means, for any Silver, the aggregate proceeds received by the Grantor for the Sale of such Silver from the Property;

$-3-$

"Indemnification Claim" has the meaning ascribed to it in Section 5.3 hereof;

"Losses" means any and all claims, demands, debts, suits, actions, obligations, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including without limitation, all reasonable and documented legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement);

"Maximum Silver Production Bonus Payment" has the meaning ascribed to it in Section 4.8(b) hereof;

"Minerals" has the meaning given to it in the Mineral Tenure Act (British Columbia).

"Mineral Product" means any and all Minerals of every nature and kind, (including precious and base metals), in whatever beneficiated form or state which are produced, extracted by processing, recovered in soluble solution or otherwise recovered or produced from material mined or excavated from the Property, and including any such material derived from any processing or reprocessing of any Tailings, and including any other products resulting from the further milling, processing or other beneficiation of such materials, including concentrate or doré, and for greater certainty, excludes Tailings;

"Mining Rights" means exploration licences, mineral claims, mining leases, mining licences, mineral concessions, crown grants and other tenure or other rights to Minerals or to access and work upon lands, such as ownership rights, leasing agreements, lands temporal occupation agreements, surface rights or otherwise, for the purpose of exploring, exploiting or benefiting from Minerals under the terms of the laws applicable in the Province of British Columbia, whether contractual, statutory or otherwise, or any interest therein. "Mining Rights" includes any amendments, relocations, adjustments, resurvey, additional locations, derived rights or conversions of, or any renewal, amendment or other modification or extensions of any of the foregoing;

"NI 43-101" means national instrument 43-101 – Standards of Disclosure for Mineral Projects;

"Optionee" has the meaning ascribed to it in Section 7.2(a) hereof;

"Parties" means, collectively, Grantor and SCR and "Party" means either one of them;

"Permits" means all licences, permits, registrations and mining titles related to the Property;

"Person" means any individual, firm, partnership, company, corporation, unincorporated association, joint venture, trust, the Crown or any other agency or instrumentality thereof or any other judicial entity or person, government or governmental agency, authority or entity howsoever designated or constituted;

"Prime" means the reference rate of interest expressed as a rate per annum that the Royal Bank of Canada establishes as its prime rate of interest in order to determine the interest rates that it will charge for demand loans in Canadian dollars to its Canadian customers;

"Processor" means any mill, smelter, refiner or other processor or purchaser of the Minerals which processes any Minerals to the final product stage before sale or other disposition by or for the account of Grantor:

"Project" means the Elk Gold Mine, which is more particularly held described in Appendix "A" to this Agreement and 100% owned by Grantor;

$-4-$

"Property" means the Mining Rights comprising the Project, and any other Mining Rights or other rights that currently form part of the Project, and any rights renewing, deriving or replacing such Mining Rights or other rights at any time, or any variation of any of those Mining Rights (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain), including all future other Mining Rights within the Area of Interest that have the effect of increasing the size of the Project, which Grantor owns at any time;

"Purchase Agreement" has the meaning ascribed to it in the recitals;

"Purchase Price" means \$2,550,000, in the event the Additional Royalty Option has been exercised in accordance with its terms under the Purchase Agreement, and \$1,300,000 in any other event;

"Quarter" and "Quarterly" mean the period commencing on the date that the Grantor or its Affiliate first receives payment for the Sale of Mineral Product or the out-turn of refined metals by a refinery to the Grantor's or its Affiliate's account in respect of Mineral Product and expiring on the day preceding the next occurring 1st day of January, April, July or October and thereafter each successive period of 3 calendar months;

"Repurchase Payment" has the meaning ascribed to it in Section 4.9(a) hereof;

"Right of First Refusal" has the meaning ascribed to it in Section 7.2(b) hereof;

"Right of First Refusal Notice" has the meaning ascribed to it in Section 7.2(a) hereof;

"ROFR Notice of Acceptance" has the meaning ascribed to it in Section 7.2(b) hereof;

"ROFR Offered Interest" has the meaning ascribed to it in Section 7.2(a) hereof;

"ROFR Option Period" has the meaning ascribed to it in Section 7.2(b) hereof;

"Royalty" means, subject to Section 4.2, the Royalty Percentage of the Gross Proceeds per Quarter for mining operations on the Property less Allowable Deductions, exclusive of any and all Taxes;

"Royalty Percentage" means 45%, or in the event the Additional Royalty Option has been exercised in accordance with its terms under the Purchase Agreement, 90% from and after the effective time of the exercise of the Additional Royalty Option;

"Royalty Repurchase Option" has the meaning ascribed to it in Section 4.9(a) hereof;

"Sale" or "Sold" means the earlier of:

• the sale of Silver by or on behalf of the Grantor or any Affiliate of the Grantor to any other Person; $(a)$ and
• $(b)$ receipt of insurance proceeds by Grantor or its Affiliates for any Mineral Product that is lost or damaged:

"SCR Shares" means common shares in the capital of SCR;

"Silver" means silver contained in Mineral Product;

"Silver Resource Bonus Payment" has the meaning ascribed to it in Section 4.8(a) hereof;

$-5-$

"Silver Production Bonus Payment" has the meaning ascribed to it in Section 4.8(b) hereof;

"Stock Exchange" means any stock exchange where the SCR Shares are posted for trading;

"Tailings" means all tailings, waste rock or other waste products derived from the Property;

"Taxes" means any present or future income and other taxes, levies, rates, royalties, deductions, withholdings, assessments, fees, dues, duties, imposts and other charges of any nature whatsoever, together with any interest and penalties, additions to tax and other additional amounts, levied, collected, withheld, assessed or imposed by any Governmental Body (of any jurisdiction), and whether disputed or not and "Tax" and "Taxation" shall have a corresponding meaning;

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

"VWAP" means for SCR Shares as of any trading day the lower of: (i) the five-day volume weighted average price for such shares on the Stock Exchange; and (ii) the thirty-day volume weighted average price for such shares on the Stock Exchange, subject to the approval of such Stock Exchange.

$2.$ Interpretation

• $2.1$ Currency. All references in this Agreement to currency, unless otherwise specified, are in Canadian dollars.
• $2.2$ Gender and Plural. In this Agreement, all references to the masculine gender include the feminine and neutral genders and vice versa and all references to the singular include the plural and vice versa. The word "shall" has the same meaning in this Agreement as the word "will".
• 2.3 Period of Time. When calculating the period of time within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next Business Day.
• $2.4$ Section Headings. The section and other headings contained in this Agreement or in the Schedules are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
• Good Faith. The Parties must deal with each other in good faith in connection with this Agreement and all 2.5 transactions and dealings contemplated by it. In particular, Grantor agrees in all dealings in relation to the Property to act in good faith towards SCR to preserve its entitlement to the Royalty payable pursuant to Section 3.

$3.$ Grant of Royalty

$3.1$ Grant. Grantor hereby grants the Royalty to and in favour of SCR, with effect as of the day hereof. From and after the date hereof, Grantor shall pay the Royalty to SCR in accordance with the terms of this Agreement. Grantor and SCR hereby acknowledge and agree that the Royalty shall constate a covenant that will run with and bind the Property, the Minerals and the title thereto and shall be registered against title to the Property and shall be binding upon the successors and assigns of Grantor and all successors of Grantor in title to the Property. The Royalty shall not be terminated by reason of the suspension of operations or closure of any mine or mining operations on the Property. All Royalty payments under this

$-6-$

Agreement, shall be delivered to SCR at its principal place of business as set out in section 15.8 or in such other manner or at such other place as specified in writing by SCR.

$\overline{4}$ . Time and Manner of Royalty Payments

• $4.1$ Time and Manner. During each year of the term hereof Grantor shall pay the Royalty to SCR, Quarterly, on or before the thirtieth (30^th) day after the last day of each of March, June, September and December. The Royalty payment for each Quarter shall be paid to SCR by Grantor by certified cheque, bank draft or wire transfer (at the written direction of SCR, in its sole and absolute discretion) in Canadian dollars.
• 4.2 Detailed Statements. Within ten days of the last day of each quarter of each year, the Grantor shall deliver to SCR a statement showing in reasonable detail for the Quarter due:
• The quantities and grades of Silver out turned to SCR's account and for all other Products for $(a)$ which there has been a Sale in the quarter;
• $(b)$ The Gross Proceeds received during the quarter;
• the Allowable Deductions for such quarter; and $(c)$
• $(d)$ other pertinent information in sufficient detail to explain the calculation of the Royalty payment due.
• $4.3$ Minimum Royalty Payments. The Parties acknowledge and agree that in no event will a Royalty payment for any Quarter be less than 1000 ounces of Silver multiplied by the Average Silver Price and further multiplied by Royalty Percentage without regard for Allowable Deductions, including in the Quarter during which this Agreement is executed. Following the payment of any Maximum Silver Production Bonus Payment, the minimum Royalty payment for each ensuing quarter will increase by 50% (for a maximum of 5000 ounces of Silver multiplied by the Average Silver Price and further multiplied by Royalty Percentage without regard for Allowable Deductions in the event the Maximum Silver Production Bonus Payment has been rendered. By way of illustration, the minimum Royalty payment will equal: (a) 1500 ounces of Silver multiplied by the Average Silver Price and further multiplied by Royalty Percentage without regard for Allowable Deductions following the payment of the first Silver Production Bonus Payment; and (b) 2000 ounces of Silver multiplied by the Average Silver Price and further multiplied by Royalty Percentage without regard for Allowable Deductions following the payment of the second Silver Production Bonus Payment.
• Monthly Production Reports. Until SCR has paid the Maximum Silver Production Bonus Payment, the 4.4 Grantor shall also prepare and forward or cause to be prepared and forwarded to SCR within fifteen (15) days of the date to which the same is made up, a calendar monthly report of the quantity of all ores, concentrates and dore related to Minerals and of all Minerals mined and processed or otherwise recovered from the Property during the applicable month.
• 4.5 Objections. SCR may object in writing to any Royalty statement and payment including for greater certainty and without limitation pursuant to section 4.1 and 4.2 hereof within three (3) months after receipt of the relevant Royalty statement specifying with particularity, the grounds for such objection and notifying Grantor that it will be conducting an audit of such statements by an independent firm of certified public accountants. The reasonable expenses of the independent audit shall be paid by SCR, unless the result of such audit discloses a deficiency in respect of the Royalty payments paid to SCR hereunder in an amount greater than 5% of the amount of the Royalty properly in which event the costs of such audit shall be paid by Grantor. If the results of the said independent audit reveal that amounts in respect of the Royalty

$-7-$

remain due and owing to SCR, Grantor shall forthwith pay the same to SCR within five (5) Business Days after receipt of the results of the independent audit. All Quarterly statements not so challenged and independently audited shall be deemed final and shall not thereafter be subject to audit or challenge by SCR.

• Preliminary and Secondary Assay Results. Upon written request from SCR acting reasonably from time 4.6 to time, Grantor shall provide to SCR, in an expeditious and timely fashion, written production assay results which form the basis of settlement of the Grantor's ore purchase agreement terms with New Gold Inc. per the agreed up sampling and assaying standard operating procedure; or, preliminary and secondary assay results as well as all assay results adjusted by reason of umpiring, of all ores, concentrates and dore related to Mineral Products and Minerals mined or otherwise recovered from the Property and shipped to the Processor, identified by lot number.
• 4.7 Default in Payment. If any Royalty payment has not been paid to SCR in full as provided herein including for greater certainty and without limitation, pursuant to sections 4.1, 4.2 and 4.5 hereof, Grantor shall pay to SCR interest on the delinguent payment at a rate of Prime plus 5% per annum, commencing on the date on which such delinguent payment was first due and continuing until SCR receives payment in full of such delinquent payment together with all accrued interest thereon. For the purposes of this subsection, Prime shall be determined as of the date on which such delinguent payment was properly due.
• 4.8 Bonus Payments.
• In the event Gold Mountain files a Technical Report(s) disclosing aggregate measured, indicated $(a)$ and inferred Silver ounces contained in the Project in excess of the aggregate number of measured, indicated and inferred Silver ounces disclosed in the Existing Technical Report, SCR will, within thirty (30) days of the filing of such Technical Report, pay Grantor the lesser of: (i) C\$1.00; and (ii) 20% of the then Average Silver Price, in respect of each ounce of Silver contained in the Project disclosed in any such Technical Report(s) which is in excess of the number of Silver ounces disclosed in the Existing Technical Report (each such payment, a "Silver Resource Bonus Payment"). SCR will pay each Silver Resource Bonus Payment to Grantor by certified cheque, bank draft or wire transfer (at the written direction of Grantor, in its sole and absolute discretion) within thirty (30) days of the filing of the applicable Technical Report.
• $(b)$ In the event the Grantor achieves a 50% increase to the Baseline Silver Production measured on a trailing annualized basis for six (6) consecutive calendar months, including those months of production prior to the date of this Agreement and supported by written statements delivered by Grantor to SCR pursuant to Section Error! Reference source not found. (each such increase, a "Baseline Silver Production Trigger"), SCR will, within sixty (60) days of the receipt of the Baseline Bonus Notice, for the first Silver Production Bonus Payment payable hereunder and within thirty (30) days thereafter, pay the Grantor C\$250,000 in the event the Additional Royalty Option has not been exercised, or C\$500,000 in the event the Additional Royalty Option has been exercised, by certified cheque, bank draft or wire transfer (at the written direction of Grantor, in its sole and absolute discretion) (each such payment, a "Silver Production Bonus Payment"). SCR will pay Grantor a Silver Production Bonus Payment for each subsequent Baseline Silver Production Trigger achieved by Grantor, for a maximum of C\$2,000,000 in the event the Additional Royalty Option has not been exercised, or C\$4,000,000 in the event the Additional Royalty Option has been exercised, in Silver Production Bonus Payments payable by SCR pursuant to this Section 4.8(b) (the "Maximum Silver Production Bonus Payment").
• Grantor and SCR agree that prior to the completion of the Going Public Transaction, any Silver $(c)$ Resource Bonus Payment(s) and Silver Production Bonus Payment(s) shall be payable in cash by

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SCR to Grantor (the "Cash Bonus Payment") in accordance with Sections 4.8(a) and 4.8(b) but that following the completion of the Going Public Transaction, any Silver Resource Bonus Payment(s) and Silver Production Bonus Payment(s) may be paid in cash or through the issuance of SCR Shares in SCR's sole discretion.

• $(d)$ The price per share of any SCR Shares to be issued to satisfy a Silver Resource Bonus Payment or Silver Production Bonus Payment shall be based on the VWAP as of the day the right to such Bonus Payment crystalizes, subject to the applicable Stock Exchange rules.
• $(e)$ If at any time the Grantor's partially diluted ownership interest in SCR is greater than 10% of the total SCR Shares outstanding, then the Grantor shall have the discretion to receive subsequent Silver Production Bonus Payment(s) and Silver Production Bonus Payment(s) by way of cash payment or through the issuance of SCR shares to the extent that the issuance of SCR Shares would cause the Grantor's partially diluted ownership interest in SCR to exceed 10%.
• $(f)$ If any of the Cash Bonus Payment has not been paid to Grantor in full as provided herein, SCR shall pay to Grantor interest on the delinquent payment at a rate of Prime plus 5% per annum, commencing on the date on which such delinquent payment was first due and continuing until Grantor receives payment in full of such delinquent payment together with all accrued interest thereon or the Agreement is terminated in accordance with section 6.4. For the purposes of this subsection, Prime shall be determined as of the date on which such delinquent payment was properly due.
• $(g)$ Prior to the Completion of a Going Public Transaction, GMTN may elect to have the Cash Bonus Payment paid through the issuance of SCR Shares, in its sole discretion, at a price per SCR Share equal to the SCR's most recently completed equity financing.

Royalty Repurchase Option. 4.9

• Provided that Grantor is not in default of any of its payment obligations under this Agreement, $(a)$ Grantor will have the exclusive and irrevocable one-time right and option ("Royalty Repurchase") Option") to purchase fifty percent $(50\%)$ of the Royalty by making a payment in the amount of the Purchase Price and any Bonuses paid to the Grantor to date ("Repurchase Payment") in cash by wire transfer to SCR.
• $(b)$ If the Grantor elects to exercise the Royalty Repurchase Option pursuant to Section 4.9(a), Grantor must provide to SCR a minimum of thirty (30) days prior written notice of the date that it will pay the Repurchase Payment, such date to be ten (10) Business Days following the end of a Quarter. Provided that Grantor is not in default of any of its payment obligations under this Agreement, upon receipt of the Repurchase Payment on the tenth (10th) Business Day following the end of a Quarter along with the Royalty payment due for such Quarter, all without set-off or deduction, SCR must convey and surrender fifty percent (50%) of the Royalty to Grantor by way of a mutually agreeable deed in recordable form, and such conveyance will be made free and clear of all encumbrances arising by, through or under SCR. Any such conveyance and surrender will be effective on the date that payment of the Repurchase Payment is made. For greater certainty, if the Royalty Repurchase Option is exercised by Grantor, then the adjusted Royalty Percentage will be 24.5% in the event the Additional Royalty Option was not exercised, or 45% in the event the Additional Royalty Option was exercised.

For greater certainty, any exercise of the Royalty Repurchase Option will not derogate from, or $(c)$ impact any rights of SCR that arose or accrued prior to the date that the Repurchase Payment is made, including any Royalty amounts payable and any audit rights.

5. Representations and Warranties and Indemnity

• $5.1$ Representations and Warranties of Grantor. Grantor does hereby represent and warrant as follows, which representations and warranties shall, except as provided herein, survive during the term of this Agreement, and Grantor acknowledges that SCR is relying on such representations and warranties in entering into this Agreement:
• $(a)$ Incorporation and Organization. Grantor is duly incorporated under the laws of the Province of British Columbia and is duly organized and validly existing under such laws with the corporate power to own or lease its property, to carry on its business and to enter into this Agreement.
• Qualification. Grantor has the requisite corporate power and capacity to enter into this Agreement $(b)$ and to perform its obligations hereunder.
• Due Authorization. All requisite corporate acts and proceedings have been done and taken by $(c)$ Grantor to authorize the execution and delivery of this Agreement and the performance of Grantor's obligations hereunder.
• $(d)$ Validity of Agreement. The execution and delivery of this Agreement and the performance of the obligations of Grantor hereunder do not conflict with or cause a default under any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which Grantor is a party or by which Grantor or any of its property or assets, including the Property, are bound and do not conflict with nor result in a violation of the provisions of any of the articles or other constating documents of Grantor or any resolution of the shareholders or directors of Grantor or any laws of the Province of British Columbia or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Grantor or its property and assets.
• $(e)$ Enforceability of Agreement. This Agreement constitutes a legal, valid and binding obligation of Grantor enforceable against Grantor in accordance with its terms.
• 5.2 Representations and Warranties of SCR. SCR does hereby represent and warrant as follows, which representations and warranties shall, except as provided herein, survive during the term of this Agreement, and SCR acknowledges that Grantor is relying on such representations and warranties in entering into this Agreement:
• $(a)$ Incorporation and Organization. SCR is duly incorporated under the laws of the Province of Ontario and is duly organized and validly existing under such laws with the corporate power to own or lease its property including without limitation, the Property, to carry on its business and to enter into this Agreement.
• Qualification. SCR has the requisite corporate power and capacity to enter into this Agreement $(b)$ and to perform its obligations hereunder.
• $(c)$ Due Authorization. All requisite corporate acts and proceedings have been done and taken by SCR to authorize the execution and delivery of this Agreement and the performance of SCR's obligations hereunder.

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• $(d)$ Validity of Agreement. The execution and delivery of this Agreement and the performance of the obligations of SCR hereunder do not conflict with or cause a default under any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which SCR is a party or by which SCR or or any of its property or assets are bound and do not conflict with nor result in a violation of the provisions of any of the articles or other constating documents of SCR or any resolution of the shareholders or directors of SCR or any laws of the Province of Ontario or any order, rule or regulation of any court or governmental agency or body having jurisdiction over SCR or its property and assets.
• $(e)$ Enforceability of Agreement. This Agreement constitutes a legal, valid and binding obligation of SCR enforceable against SCR in accordance with its terms.
• 5.3 Indemnity. It is acknowledged that SCR has no involvement in the carrying out of work related to or conducted on, in or under the Property or in any decisions related to the Property or any work related to or conducted on, in or under the Property from and after the date of this Agreement, all such matters being in the sole control of Grantor. Grantor hereby indemnifies and saves harmless SCR, its Affiliates and their respective directors, officers, shareholders and employees from and against any and all Losses incurred by them resulting from operations conducted on or in respect of the Property by or on behalf of Grantor that result from or relate to the exploration, pre-development and development, mining, handling, transportation, smelting or refining of the Minerals or Mineral Product, as applicable, and current and future reclamation activities. If SCR shall become aware of any loss, damage, liability or other expense in respect of which Grantor has agreed to indemnify SCR pursuant to this Agreement (the "Indemnification Claim"), SCR shall promptly give written notice thereof to Grantor. Such notice shall specify whether the Indemnification Claim arises as a result of a claim by a Person against SCR or whether the loss, damage, liability or other expense does not so arise and shall also specify with reasonable particularity (to the extent that the information is available) the factual basis for the Indemnification Claim and the amount of the loss, damage, liability or other expense, if known. If, through the fault of SCR, Grantor does not receive notice of any Indemnification Claim in time to contest effectively the determination of any liability susceptible of being contested, Grantor shall be entitled to set off against the amount claimed by SCR the amount of any losses incurred by Grantor resulting from SCR's failure to give such timely notice.

6. Term and Termination

• 6.1 The Royalty will exist in perpetuity. The Royalty will not be terminated by reason of the suspension of operations or closure of any mine or mining operations on the Property. If a court of competent jurisdiction determines that the term or any other provision of this Agreement violates any statutory or common law rule against perpetuities, then the term of this Agreement will automatically be revised and reformed to coincide with the maximum term permitted by the rule against perpetuities or such other provision will automatically be revised and reformed as necessary to comply with the rule against perpetuities and this Agreement will not be terminated solely as a result of a violation of the rule against perpetuities.
• 6.2 This Agreement shall terminate as expressly provided in this Agreement, unless earlier terminated by mutual written agreement between Grantor and SCR upon the terms and conditions as said parties may mutually agree.
• 6.3 Unless terminated earlier in accordance with Section 6.2 above, this Agreement shall terminate on the date upon which all the mining titles related to the Property including mining leases and mining concessions have been surrendered.
• 6.4 If SCR is in breach of Section 4.8(a) or (b), the Royalty payable during any month in which there is a breach shall be calculated 333 ounces of Silver multiplied by the Average Silver Price and further

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multiplied by Royalty Percentage without regard for Allowable Deductions. If a breach of Section 4.8(a) or (b) continues for longer than three months, then the Grantor shall have the option to repurchase 100% of the Royalty for \$2,500,000, in the event the Additional Royalty Option has been exercised in accordance with its terms under the Purchase Agreement, and \$1,250,000 in any other event at any time, and upon such repurchase, the Royalty will be deemed immediately terminated.

6.5 The parties acknowledge and agree that the Minimum Royalty Payment is only payable when the Project is in Commercial Production.

7. Transfer

• $7.1$ Transfer by Grantor. If Grantor contemplates a direct sale of an interest in and to the Property to an Arm's Length Person by any means whatsoever, including without limitation, by the transfer, sale, assignment, conveyance, lease mortgage, charge, other encumbrance of or grant of a right, title or interest by joint venture or grant of option, then Grantor shall ensure that contemporaneous with the consummation of any such sale, Grantor shall procure (i) the prior written consent of SCR to such transaction, such consent not to be unreasonably withheld; and (ii) the following from the transferee pursuant to such transaction:
• $(a)$ a written agreement, wherein such transferee covenants and agrees to, and in favour of SCR, be bound by the terms and conditions of this Agreement as if it were an original signatory hereto;
• $(b)$ any purchaser, transferee or assignee of this Agreement has simultaneously acquired Grantor's right, title and interest in and to the Property;
• $(c)$ any mortgagee, chargee, lessee, assignee or encumbrancer of such Property or this Agreement agrees in advance in writing in favour of SCR to be bound by and subject to the terms of this Agreement, in the event it takes possession of or forecloses on all or part of such Property and acknowledges that SCR shall be entitled to receive the Royalty payments to which it is entitled hereunder in priority to any payments to such mortgagee, charge, lessee, assignee or encumbrancer and undertakes to obtain an agreement in writing in favour of SCR from any subsequent purchaser, lessee, assignee or transferee of such mortgagee, chargee, lessee, or encumbrancer that such subsequent purchaser, lessee, assignee or transferee will be bound by the terms of this Agreement;
• $(d)$ any mortgagee, chargee, lessee, assignee or encumbrancer of such Property or this Agreement agrees in advance in writing in favour of SCR to be bound by and subject to the terms of any such other security agreement granted by Grantor in favour of SCR pursuant to the Purchase Agreement, regarding Grantor's right, title, and interest in and to the Property, in the event it takes possession of or forecloses on all or part of such Property; and
• any royalty or similar interest in or to such Property, or in and to any Minerals, granted by Grantor $(e)$ after the date hereof, shall contain a term to the effect that no payment thereof, in cash or in product in kind, shall be made until the Royalty hereunder has been paid in full for the relevant time period.
• $7.2$ Transfer by SCR. SCR may not dispose of any part or all of the Royalty to a Person unless and until the rights set out below have been exhausted:
• $(a)$ If SCR wishes to transfer to any Person (the "Offeree"), whether in whole or in part, the Royalty (the "ROFR Offered Interest"), it shall give notice to Grantor stating its intent to offer to transfer to the Offeree the ROFR Offered Interest upon the price and terms and conditions specified in such notice (the "Right of First Refusal Notice"). For greater certainty, the Right of First Refusal Notice (i) shall not include any assets other than the Royalty, (ii) shall be binding upon SCR, and

(iii) shall not be subject to conditions other than conditions which are customary for similar transactions.

• $(b)$ Within 10 days after receipt by the Payors of the Right of First Refusal Notice (the "ROFR Option" Period"), Grantor or its Affiliates shall be entitled to purchase the ROFR Offered Interest under the Right of First Refusal Notice at the price and upon the terms and conditions specified in the Right of First Refusal Notice (the "Right of First Refusal"). Grantor shall, within the ROFR Option Period, notify SCR of their decision (the "ROFR Notice of Acceptance") to purchase the ROFR Offered Interest. If Grantor fails to exercise its Right of First Refusal within the ROFR Option Period, they will be deemed to have definitively waived such Right of First Refusal.
• If Grantor elects to exercise the Right of First Offer, the transaction of purchase and sale must be $(c)$ completed within 30 days of the expiry of the ROFR Option Period (or such longer period as may reasonably be required to comply with all applicable statutory and regulatory requirements or to obtain all required consents or as may be agreed to by SCR and the Royalty).
• $(d)$ If Grantor elects not to exercise, or is deemed to have waived, its Right of First Refusal, SCR may, within 120 days (or such longer period as may reasonably be required to comply with all applicable statutory and regulatory requirements or to obtain all required consents) after the expiry of the ROFR Option Period, transfer its ROFR Offered Interest, free from any Right of First Refusal, in favour of any Person, provided such transfer is at a price and upon terms and conditions which are not more favourable to such Person than the price and the terms specified in the Right of First Refusal Notice. If SCR does not complete the relevant transfer of its ROFR Offered Interest within 120 days, any future transfer shall be subject to this Section 7.2.
• $(e)$ Nothing in this Section applies to or restricts in any manner: (i) an indirect disposal that results from a change in the control of SCR or an amalgamation, arrangement, reorganization, business combination or other merger transaction completed by SCR, including without limitation, if SCR is the subject of a takeover bid, provided that the successor corporation possesses, directly or indirectly, all of the property, rights and interests, and all the debts, liabilities and obligations of SCR; or (ii) SCR from transferring or assigning the Royalty to an Affiliate of SCR, provided that the Affiliate agrees to be bound in writing with the Parties by the terms herein.
• $(f)$ Notwithstanding the foregoing, no sale of any part of the Royalty shall oblige the Grantor to pay more than one party or to provide more than one party rights under the agreement. To the extent more than one party is entitled to any interest in the Royalty, Grantor shall only be obliged to grant rights to, and render payment of the Royalty to, the party holding the greatest interest in the Royalty, and such receiving party shall be obligated to account for any division of the Royalty or enforcement of any rights so required.
• $7.3$ Grantor Control Person Change of Control. SCR acknowledges and agrees that section 7.1 does not apply to any Change of Control of any Person that controls, either directly or indirectly, the Grantor.

8. Commingling

8.1 Commingling. Grantor shall be entitled to commingle any Minerals from the Property with ores, concentrates or minerals from any other properties owned or leased by Grantor, during the stockpiling, milling (concentrating), smelting, refining, minting or further processing of Minerals produced from the Property, but, for greater certainty, not at any time prior to or during the mining phase of production. Following the expiration of the period for objections described in Section 4.5 and absent timely objection, if any, made by SCR, Grantor may dispose of the samples of the Minerals and the data required to be kept and produced by this Section after a period of six (6) years from the date such material and data are produced. Before any Minerals are commingled, including stockpiling, with ores, concentrates, dore or minerals from any properties other than the Property, they shall be measured and sampled in accordance with sound mining and metallurgical practices for moisture, metal and other appropriate content. Representative samples of the Minerals shall be retained by Grantor and assays (including penalty substances) and other appropriate analyses of these samples shall be made before commingling to determine metal, mineral and other appropriate content and penalty substances of the Minerals. From this information. Grantor shall determine the quantity of the Mineral Products subject to the Royalty or Allowable Deductions notwithstanding that the Mineral Products have been commingled with ore or minerals from other properties.

9. Tailings

9.1 Tailings. All Tailings resulting from the mining, milling, operations and activities of Grantor on the Property, excluding any tailings that are not on the Property resulting from toll milling any Mineral Products from the Property, shall be the sole and exclusive property of Grantor, but shall be subject to the Royalty and the terms of this Agreement if such Tailings are processed in the future and result in the production of Minerals. If commingling of the Tailings occurs, the amount of such Tailings subject to the Royalty shall be measured and sampled in accordance with sound mining and metallurgical practices for moisture, metal and other appropriate content. Representative samples of the tailings shall be retained by Grantor and assays (including penalty substances) and other appropriate analyses of these samples shall be made before commingling to determine metal, mineral and other appropriate content and penalty substances of the tailings. From this information, Grantor shall determine the quantity of the tailings subject to the Royalty, notwithstanding that the tailings have been commingled with tailings from other properties.

10. Operations, Books, Records and Inspections

• 10.1 Operations. All decisions concerning methods, the extent, times, procedures and techniques of any exploration, development, mining, leaching, milling, processing, extraction treatment, if any, and the materials to be introduced into the Property or produced therefrom and all decisions concerning the sale or other disposition of Mineral Products (including without limitation decisions as to buyers, times of sale, whether to store or stockpile Mineral Products for a reasonable length of time without selling the same) shall be made by Grantor, acting in a commercially reasonable manner and in accordance with good mining and engineering practice in the circumstances.
• 10.2 Books and Records. Grantor shall keep or cause to be kept true, complete and accurate books and records of all of its operations and activities with respect to the Property and the production of Minerals, prepared on an accrual basis in accordance with Canadian generally accepted accounting principles, consistently applied. From time to time upon five (5) business days' prior written notice given to Grantor, SCR may inspect and perform audits or other examinations of all of the books and records of Grantor to confirm Royalty calculations and compliance with the terms of this Agreement, including without limitations, calculations of Gross Proceeds, all at its own sole cost and expense. Without limiting the generality of the foregoing, SCR shall have the right to audit all invoices and other records relating to the transportation of Minerals from the Property to any mill, refinery or other Processor at which Minerals and Mineral Products from the Property may be milled, smelted, concentrated, refined or otherwise treated or processed, and relating to the transportation of Minerals and Mineral Products in the form of concentrates, dore, slag or other waste products from any mill at which Minerals from the Property may be milled, to a Processor.
• $10.3$ Abandonment of mining titles. At any time and from time to time, Grantor may elect to abandon all or any part or parts of the Property by giving notice to SCR of such election not less than sixty (60) days prior

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to the proposed date of abandonment. The notice shall identify the portion of the Property which is proposed to be abandoned. Upon expiry of such 60-day period, Grantor's obligations hereunder in respect of such abandoned interest shall terminate and thereafter the term "Property" will apply to those interests comprising the Property which have not been abandoned by Grantor. In such event, if requested by SCR, Grantor shall execute documents transferring to SCR, either title to any of the Mining Rights of the Property which Grantor is abandoning or those new Mining Rights deriving from Mining Rights of the Property, that would cover the part or parts of the Property, that Grantor is abandoning, for and in consideration of the sum of One Dollar (CAD\$1.00). Grantor shall execute all necessary documents provided by SCR, acting reasonably, to apply and process the replacement of a Mining Right of the Property, for one or more Mining Right which would cover the part or parts of the Property which Grantor is abandoning and transfer such derived Mining Right to SCR.

10.4 Right to Monitor Processing of Minerals. Subject at all times to the workplace rules and supervision of Grantor, and provided any rights of access do not interfere with any exploration, development, mining or milling work conducted on the Property once per calendar year SCR shall, upon reasonable notice delivered to Grantor, and at its sole risk and expense, have: (a) a right of access by its representatives to the Property and to any mill used by Grantor to process Minerals derived from the Property (provided that in the event such mill is not owned or controlled by Grantor, such right of access shall only be the same as any such right of access of Grantor); and (b) the right to monitor Grantor's stockpiling of ore or Minerals derived from the Property and to take samples from the Property or any stockpile or from any mill or Processor (if not prohibited under any contract between Grantor and any such Processor or if such Processor does not provide their consent) for purposes of assay verifications.

11. Hedging

11.1 All profits and losses resulting from Grantor engaging in any commodity futures trading, option trading, metals trading, gold loans, streaming transactions, offtake agreements or any combination thereof and any other hedging transactions (collectively, "Hedging Transactions") are specifically excluded from the calculations of Royalty payments pursuant to this Agreement. All Hedging Transactions by Grantor and all profits or losses associated therewith, if any, shall be solely for Grantor's account.

12. Registration

12.1 It is the express intention of the Parties to this Agreement that the Royalty shall run with Grantor's title to the Property and be binding upon the successors of Grantor in title to the Property. SCR may cause, at its own expense, the due registration or recording of this Agreement and any other documents relating to or contemplated by this Agreement and any caution or other title document registered against the title to the Property and in such other public offices.

13. Force majeure

• 13.1 If Grantor is at any time prevented or delayed in complying with any provisions of this Agreement by reason of strikes, lock-outs, labour shortages, power shortages, fuel shortages, fires, wars, acts of God, governmental regulations restricting normal operations, shipping delays or any other reason or reasons (other than lack of funds) beyond the reasonable control of Grantor, the time limited for the performance by Grantor of its obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay.
• Grantor shall give prompt notice to SCR of each event of force majeure under Section 13.1 above and 13.2 shall take all reasonable steps to remove or remedy, as applicable, the cause of such prevention or delay as soon as reasonably practicable and, upon cessation of such event, shall furnish SCR with notice to that

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effect together with particulars of the number of days by which the obligations of Grantor hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure. Grantor will provide regular, and not less than monthly, updates in writing to SCR of the status of the force majeure and the efforts to remove or remedy, as applicable, the cause of such prevention or delay.

Grantor shall work, mine and operate the Property during such time or times as Grantor in its sole 13.3 judgment, acting reasonably, considers such operations to be profitable. Grantor may suspend or curtail operations during periods when the products derived from the Property cannot, in Grantor's reasonable opinion, be profitably sold at prevailing prices or if an unreasonable inventory thereof, in Grantor's sole judgment, acting reasonably, has accumulated or would otherwise accumulate.

14. Arbitration

• 14.1 The Parties agree that all questions or matters in dispute, other than the enforceability of this Agreement, with respect to the interpretation of this Agreement or the calculation of royalties payable hereunder or in respect to any other dispute which the Parties agree shall be settled by arbitration, shall be submitted to arbitration pursuant to the terms hereof.
• 14.2 It shall be a condition precedent to the right of either Party to submit any matter to arbitration pursuant to the provisions hereof, that a Party intending to refer any matter to arbitration shall have given not less than ten (10) days' prior written notice of its intention to do so to the other Party together with particulars of the matter in dispute. On the expiration of such ten $(10)$ days, the Party who gave such notice may proceed to refer the dispute to arbitration as provided in Section 14.3 hereunder.
• 14.3 The Party desiring arbitration shall appoint one arbitrator, and shall notify the other Party of such appointment, and the other Party shall, within fifteen (15) days after receiving such notice, appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within thirty (30) days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for. If the other Party shall fail to appoint an arbitrator within fifteen (15) days after receiving notice of the appointment of the first arbitrator, the first arbitrator shall be the only arbitrator, and if the two arbitrators appointed by the Parties shall be unable to agree on the appointment of the chairman, the chairman shall be appointed under the provisions of the 2021 International Chamber of Commerce Rules of Arbitration (the "ICC Rules of Arbitration"). Except as specifically otherwise provided in this Section, the arbitration herein provided for shall be conducted in accordance with the ICC Rules of Arbitration. The chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place in Vancouver, British Columbia, or in such other place as the Parties may mutually agree in writing for the purpose of hearing the evidence and representations of the Parties, and he shall preside over the arbitration and determine all questions of procedure not provided for under the ICC Rules of Arbitration or this Section. After hearing any evidence and representations that the Parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the Parties. The expense of the arbitration shall be paid as specified in the award.
• 14.4 The Parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.
• 14.5 Notwithstanding the provisions above, prior to referring any dispute matter to arbitration, the Parties will favour mediation as a method of dispute resolution.

15. General Provisions

• 15.1 Further Assurances. Each Party shall execute all such further instruments and documents and shall do and take all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement.
• 15.2 Binding Effect. All covenants, conditions, and terms of this Agreement shall be of benefit to and run as a covenant with the Property and shall bind and enure to the benefit of the Parties hereto and their respective successors and assigns, including, without limitation, partners, joint venture partners, lessees and mortgagees. Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership or other partnership relationship between the Parties.
• 15.3 Governing Law. This Agreement shall be governed by and construed under the laws of the Province of British Columbia and the laws of Canada applicable in the Province of British Columbia. The Parties irrevocably submit to the exclusive jurisdiction of the courts exercising jurisdiction in the Province of British Columbia and any court that may hear appeals from any of those courts for any proceeding in connection with this Agreement, subject only to the right to enforce a judgment obtained in any of those courts in any other jurisdiction.
• 15.4 Time of Essence. Time is of the essence in this Agreement.
• 15.5 Severability. If any provision of this Agreement is wholly or partially invalid, this Agreement shall be interpreted as if the invalid provision had not been a part hereof so that the invalidity shall not affect the validity of the remainder of this Agreement which shall be construed as if this Agreement had been executed without the invalid portion. 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.
• 15.6 Accounting Principles. All calculations hereunder shall be made in accordance with Canadian generally accepted accounting principles.
• 15.7 No rule of construction is to apply to the disadvantage of a party on the basis that that party drafted the whole or any part of this Agreement.
• 15.8 Notice. Any notice (including any invoice, statement or request or other communication) herein required or permitted to be given by any Party to the other shall be in writing in the English language and shall be delivered or sent by mail or email transmission or other means of prepaid recorded communication to the applicable address set forth below:

In the case of Grantor, to the following:

Gold Mountain Mining Corp. 1000 - 1285 West Pender Street Vancouver, BC, V6E 4B1, Canada

Attention: Kevin Smith Email: $\text{[email protected]}$ $-17-$

In the case of SCR, to the following:

Silver Crown Royalties Inc. 3901-33 Charles St. East Toronto, Ontario, M4Y 0A2

Attention: Peter Bures Email: [email protected]

Any notice delivered shall be deemed to have been validly and effectively given on the day of such delivery. If the day of delivery is not a Business Day, notice shall be deemed to have been given and received on the next Business Day following such date. Any notice sent by mail or email transmission or other means of prepaid recorded communication shall be deemed to have been validly and effectively given on the Business Day next following the day on which it was sent.

[The balance of this page is intentionally left blank.]

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IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date hereinabove mentioned.

ELK GOLD MINING CORP.

$Per:$

Authorized Signatory

SILVER CROWN ROYALTIES INC.

Per: Authorized Signatory

APPENDIX "A" TO ROYALTY AGREEMENT DESCRIPTION OF THE ELK GOLD MINE

Titio Number	Claim Name	Owner	Title Type	Title Sub Type	Map Number	Issue Date	Good To Date	Status	Area (hn)
308695		254235 100%	Mineral	Lease	092HD89	1992/5EP/14	2023/SEP/14	GOOD	150.00
516717		254235 100%	Mineral	Claim	092H	2005/131/11	2025/589/30	GOOD	520.57
516725		254235 100%	Mineral	Cialm.	G92H	2005/JUL/11	2025/589/30	GOOD	624.9B
516727		254235 100%	Minerall	Claim	092H	2005/318/11	2025/SEP/30	GODD	521.05
46731		254235 100%	Mineral	Claim	0928	2005/JUL/11	2025/SEP/30	GOOD	521.26
516732		254235 100%	Mineral	Claim.	092H	2005/JUL/11	2025/SEP/30	GOOD	1481.07
516733		254235 100%	Mineral	Claim	0926	2005/JUL/11	2025/SEP/30	GOOD	938.03
516739		254235 100%	Minerail	Caim	CS2H	2005/JUL/11	2025/SEP/30	GOOD	524.69
44,692,91		254235 100%	Mineral	Claim		2005/3UL/11	2021/APR/30	SUBD 2020/NOV/27	1458.28
516743		254235 100%	Minerial	Caim	CQ2H	2005/1LE/11	2025/552/30	GOOD	166.61
516750		254235 100%	Mineral	Claim	0926	2005/3UL/11	2025/SEP/30	GOOD	1271.49
516755		254235 100%	Mineral	Claim	C92H	2005/318/11	2025/589/30	conn	1188.84
インティーカ		254235 100%	Mineral	Claim	6945	2005/JUL/11	2025/SEP/30	GOOD	1021.84
516759		254235 100%	Mineral	Claim	C92H	2005/3JL/11	2025/582/30	coon	1125.59
516761		254235 100%	Mineral	Claim	16245	2005/3UL/11	2025/SEP/30	GOOD	625.03
516781	FLKOSA	254235 100%	Mineral	Claim	092H	2005/318/11	2025/5E9/30	GOOD	20.85
44.0035		254235 100%	Mineral	Claim	A945	2005/3UL/12	2025/SEP/30	GOOD	20.85
5:7116	ELKCSB	254235 100%	Minerall	Claim	092H	2005/R8/12	2025/SEP/30	GOOD	41.65
44904		254235 100%	Mineral	Claim.	0928	2005/AUG/16	2025/5EP/30	GOOD	104.30
524044	ELKG6A	254235 100%	Mineral	Caim	C92H	2006/1AN/09	2025/SEP/30	റാന	500.07
524945	ELK068	254235 100%	Mineral	Claim	0526	2005/30N/09	2025/SEP/30	GOOD	499.90
524946	ELK06C	254235 100%	Mineral.	Caim	C92H	2006/3AN/09	2025/SEP/30	GOOD	499.73
524987	ELKCGO	254235 100%	Mineral	Claim	0928	2005/34/1/05	2025/SEP/30	GOOD	499.56
524948	ELKO6E	254235 100%	Mineral	Cuim	092H	2005/14N/09	2025/SEP/30	GODD	499.56
524949	ELKDGE	254235 100%	Mineral	Claim	05046	2006/3AN/09	2025/SEP/30	GOOD	499.73
524950	ELKO6G	254235 100%	Mineral	Caim	D92H	2005/1AN/09	2025/SEP/30	GOOD	270.75
524952	ELKDGH	252235 100%	Mineral	Claire	8945	2005/JAN/C S	2025/5EP/30	GOOD	520.33
524954	ELKC61	254235 100%	Mineral	Claim	C92H	2006/14N/09	2025/589/30	GOOD	499.43
1679347	ELK NORTH 1	254235 100%	Mineral	Claim.	092H	2020/007/07	2025/589/30	conn	832.45
1079348	ELK NORTH 2	254235 100%	Mineral	Caim	0926	2020/OCT/07	2025/SEP/30	GOOD	1331-15
10223145	ELK NORTH 3	26235 100%	Mineral	Claim	15742	2020/OCT/07	2025/SEP/30	GOOD	976.78
1079050	FLK. NORTH 4	254235 100% Mineral Claim			0928		2020/OCT/07 2025/SEP/30	GOOD	1330.60
1679786	Elk Sub-	254235 100%	Mineral	Claim	092H	2005/318/11	2025/SEP/30	GOOD	895.81
1079787	Elk Sub	254235 100% Mineral		Claim:	D92H	2005/300/11	2021/APR/30	DEMI 2021/NOV/17	562.47
1085519		254235 100%	Mineral	Loase	0.22H		2021/NOV/17 2023/NOV/17 GOOD		496.00
1092515	BLKHOLE	254235 100%	Mineral	Claim.	092H	2022/1AN/28	2025/587/30	COOD	2037.65

APPENDIX "A" TO ROYALTY AGREEMENT DESCRIPTION OF THE ELK GOLD MINE

Titio Number	Claim Name	Owner	Title Type	Title Sub Type	Map Number	Issue Date	Good To Date	Status	Area (hn)
308695		254235 100%	Mineral	Lease	092HD89	1992/5EP/14	2023/SEP/14	GOOD	150.00
516717		254235 100%	Mineral	Claim	092H	2005/131/11	2025/589/30	GOOD	520.57
516725		254235 100%	Mineral	Cialm.	G92H	2005/JUL/11	2025/589/30	GOOD	624.9B
516727		254235 100%	Minerall	Claim	092H	2005/318/11	2025/SEP/30	GODD	521.05
46731		254235 100%	Mineral	Claim	0928	2005/JUL/11	2025/SEP/30	GOOD	521.26
516732		254235 100%	Mineral	Claim.	092H	2005/JUL/11	2025/SEP/30	GOOD	1481.07
516733		254235 100%	Mineral	Claim	0926	2005/JUL/11	2025/SEP/30	GOOD	938.03
516739		254235 100%	Minerail	Caim	CS2H	2005/JUL/11	2025/SEP/30	GOOD	524.69
44,692,91		254235 100%	Mineral	Claim		2005/3UL/11	2021/APR/30	SUBD 2020/NOV/27	1458.28
516743		254235 100%	Minerial	Caim	CQ2H	2005/1LE/11	2025/552/30	GOOD	166.61
516750		254235 100%	Mineral	Claim	0926	2005/3UL/11	2025/SEP/30	GOOD	1271.49
516755		254235 100%	Mineral	Claim	C92H	2005/318/11	2025/589/30	conn	1188.84
インティーカ		254235 100%	Mineral	Claim	6945	2005/JUL/11	2025/SEP/30	GOOD	1021.84
516759		254235 100%	Mineral	Claim	C92H	2005/3JL/11	2025/582/30	coon	1125.59
516761		254235 100%	Mineral	Claim	16245	2005/3UL/11	2025/SEP/30	GOOD	625.03
516781	FLKOSA	254235 100%	Mineral	Claim	092H	2005/318/11	2025/5E9/30	GOOD	20.85
44.0035		254235 100%	Mineral	Claim	A945	2005/3UL/12	2025/SEP/30	GOOD	20.85
5:7116	ELKCSB	254235 100%	Minerall	Claim	092H	2005/R8/12	2025/SEP/30	GOOD	41.65
44904		254235 100%	Mineral	Claim.	0928	2005/AUG/16	2025/5EP/30	GOOD	104.30
524044	ELKG6A	254235 100%	Mineral	Caim	C92H	2006/1AN/09	2025/SEP/30	റാന	500.07
524945	ELK068	254235 100%	Mineral	Claim	0526	2005/30N/09	2025/SEP/30	GOOD	499.90
524946	ELK06C	254235 100%	Mineral.	Caim	C92H	2006/3AN/09	2025/SEP/30	GOOD	499.73
524987	ELKCGO	254235 100%	Mineral	Claim	0928	2005/34/1/05	2025/SEP/30	GOOD	499.56
524948	ELKO6E	254235 100%	Mineral	Cuim	092H	2005/14N/09	2025/SEP/30	GODD	499.56
524949	ELKDGE	254235 100%	Mineral	Claim	05046	2006/3AN/09	2025/SEP/30	GOOD	499.73
524950	ELKO6G	254235 100%	Mineral	Caim	D92H	2005/1AN/09	2025/SEP/30	GOOD	270.75
524952	ELKDGH	252235 100%	Mineral	Claire	8945	2005/JAN/C S	2025/5EP/30	GOOD	520.33
524954	ELKC61	254235 100%	Mineral	Claim	C92H	2006/14N/09	2025/589/30	GOOD	499.43
1679347	ELK NORTH 1	254235 100%	Mineral	Claim.	092H	2020/007/07	2025/589/30	conn	832.45
1079348	ELK NORTH 2	254235 100%	Mineral	Caim	0926	2020/OCT/07	2025/SEP/30	GOOD	1331-15
10223145	ELK NORTH 3	26235 100%	Mineral	Claim	15742	2020/OCT/07	2025/SEP/30	GOOD	976.78
1079050	FLK. NORTH 4	254235 100% Mineral Claim			0928		2020/OCT/07 2025/SEP/30	GOOD	1330.60
1679786	Elk Sub-	254235 100%	Mineral	Claim	092H	2005/318/11	2025/SEP/30	GOOD	895.81
1079787	Elk Sub	254235 100% Mineral		Claim:	D92H	2005/300/11	2021/APR/30	DEMI 2021/NOV/17	562.47
1085519		254235 100%	Mineral	Loase	0.22H		2021/NOV/17 2023/NOV/17 GOOD		496.00
1092515	BLKHOLE	254235 100%	Mineral	Claim.	092H	2022/1AN/28	2025/587/30	COOD	2037.65

SCHEDULE "C"

REPRESENTATIONS AND WARRANTIES OF VENDOR

VENDOR hereby represents and warrants to SCR as follows and acknowledges that SCR is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

• $(a)$ Vendor validly exists as a company in good standing under the laws of British Columbia, and is duly qualified, authorized or licensed in all jurisdictions where the nature or character of the Mining Property requires it to be so qualified, authorized or licensed in accordance with Applicable Laws.
• $(b)$ Vendor has all necessary corporate power and capacity to execute and deliver, and to observe and perform its covenants and obligations under, this Agreement and the Closing Documents to which it will be or is a party. Vendor has taken all corporate action necessary to authorize the execution and delivery, and the observance and performance of its covenants and obligations under, this Agreement and the Closing Documents to which it will be a party.
• Vendor has all necessary corporate power and authority to own the Mining Property and $(c)$ related assets and to carry on the Business as presently carried on by it.
• $(d)$ This Agreement has been, and each Closing Document to which Vendor will be or is a party, when executed and delivered, will be duly executed and delivered by Vendor, and this Agreement constitutes, and each Closing Document to which Vendor will be a party, when executed and delivered, will constitute, a legal, valid and binding obligation of Vendor enforceable against Vendor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.
• $(e)$ No proceedings have been taken or authorized by Vendor, or, to Vendor's knowledge, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of Vendor or with respect to any amalgamation, merger, consolidation, arrangement or reorganization relating to Vendor.
• $(f)$ The execution and delivery of, or the observance and performance by Vendor of, any covenant, condition or obligation under this Agreement or any Closing Document to which it will be a party does not and will not:

• $(i)$ contravene or result in a material violation of or a breach or default under (with or without the giving of notice or lapse of time, or both), or in the acceleration of any obligation under:

  • $(1)$ the articles, directors' or shareholders' resolutions of Vendor;
  • $(2)$ the provisions of any material Contract, mortgage, security document, obligation, licence, permit or instrument to which Vendor is a party, or by which Vendor is bound or affected; or

• $(ii)$ result in the creation or imposition of any Lien on the assets of Vendor other than the Royalty, or restricts, hinders, impairs or limits the ability of Vendor to conduct its Business as and where it are now being conducted.

• No consent, approval, Order, authorization, registration or declaration of, or filing with, $(g)$ any Governmental Body or other Person is required by Vendor in connection with:
• $(i)$ the Closing;
• the execution and delivery by Vendor of this Agreement or the Closing $(ii)$ Documents to which it will be a party; or
• $(iii)$ the observance and performance by Vendor of its obligations under this Agreement or the Closing Documents to which it will be or is a party.
• $(h)$ No order or judgment of any court or any Governmental Body has been issued or made and no legal or regulatory requirement remains to be satisfied, which has the effect of making void, unlawful or otherwise prohibiting the creation, grant or delivery of the Royalty or any portion thereof as contemplated herein;
• $(i)$ All transactions in respect of the Mining Property have been properly and accurately recorded in the appropriate Books and Records and such Books and Records are correct and complete and have been maintained and retained in accordance with Applicable Laws, generally accepted accounting principles, and in the case of technical and scientific information, customary standards in the mining industry.
• No Person other than SCR, Star Royalties Inc. and Don Agur has any oral or written $(i)$ agreement, option, right, privilege or any other right capable of becoming any of the foregoing (whether legal, equitable, contractual or otherwise) for the purchase of a royalty or a mineral stream or similar asset in respect of Minerals produced from the Mining Property.
• $(k)$ There is no outstanding, pending, or, to the knowledge of Vendor, threatened, court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, investigation, audit, assessment, inquiry, request for information, warrant, charge, suit or claim by any Person, or any similar matter or proceeding (collectively, "Proceedings") in respect of the Mining Property or against Vendor, which, if determined adversely to Vendor would have a Material Adverse Effect in respect of the Mining Property or the Royalty, and there is no order, ordinance, writ, judgment, decree, injunction, award or order of any Governmental Body outstanding against Vendor which would have a Material Adverse Effect in respect of the Royalty or the Mining Property.

• $(1)$ Vendor has filed or caused to be filed, in a timely manner all Tax Returns required to be filed by it (all of which Tax Returns were correct and complete in all material respects) and has paid, collected, withheld or remitted, or caused to be paid, collected, withheld or remitted, all Taxes that are due and payable, collectible and remittable in respect of the relevant period, except, in either case where such failure to file or to pay, collect, withhold or remit would not have a Material Adverse Effect in respect of the Royalty.

• $(m)$ Vendor is the holder of record of, and is the owner of a 100% undivided beneficial interest in and to the Mining Property, free and clear of all Liens other than the Star Royalty and the Agur Royalty. The Mining Property confer on Vendor the exclusive right to explore, develop and mine Minerals on all Mining Property sites.

• $(n)$ Other than as disclosed in the Vendor Public Documents, there are no adverse interests or options to acquire or purchase the Mining Property or any portion thereof or any right, title or interest therein. No Person has any proprietary or possessory interest in the Mining Property other than Vendor and subject only to the rights of any Governmental Body having jurisdiction.
• Vendor has all necessary rights of entry and exit to and from the Mining Property and the $\circ$ surfaces thereof to carry out all necessary mining operations at the mine.
• $(p)$ The Mining Property is in good standing in all material respects with respect to the performance of all material obligations required under Applicable Laws (including, without limitation, the payment of all Taxes and maintenance costs, the performance of all minimum assessment work and the filing of reports with respect to minimum assessment work) and the condition of the Mining Property is in material compliance with all Applicable Laws and all Orders of all Governmental Bodies having jurisdiction.
• $(q)$ Vendor has not received from any Governmental Body or any other Person any notice in respect of (1) any revocation or intention to revoke or not renew Vendor's interests in the Mining Property, or to renew Vendor's interests in the Mining Property on terms or conditions that are less favourable to Vendor than the terms and conditions applicable to the Mining Property as presently in effect, or $(2)$ any threat or intention to not issue or renew any Governmental Approval or other authorizations, approvals, orders, rulings, certificates, consents, directives, notices, licences, permits, variances, registrations or other rights required by Vendor in connection with the Mining Property. No part of the Mining Property has been taken, condemned or expropriated by any Governmental Body nor has any notice or proceeding in respect thereof been given or commenced nor does Vendor have any knowledge of any intent or proposal by any Governmental Body to give any such notice or commence any such proceedings.
• Other than as disclosed in the Vendor Public Documents, all work and activities carried $(r)$ out on the Mining Property by Vendor or any other Person appointed by Vendor have been carried out in compliance in all material respects with all Applicable Laws, and neither Vendor, nor, to the knowledge of Vendor, any other Person, has received any notice of any breach or violation of any such Applicable Laws.
• $(s)$ Vendor is in compliance in all material respects with all Applicable Laws relating to workers' health, mining safety and the workplace.
• $(t)$ There are no claims made by any community or communities that reside within or near the Mining Property or, to the knowledge of Vendor, pending or threatened with respect to the Mining Property. All community consultations, including all consultations with any Indigenous groups, required under Applicable Laws have been properly conducted.
• $(u)$ To the best of the Vendor's knowledge, the equipment and other tangible personal property of Vendor which are used to operate the Mining Property are in good operating condition and repair having regard to their use and age and are adequate and suitable for

the uses to which they are being put. None of such equipment or other property is in need of maintenance or repairs except for ordinary routine maintenance and repairs that are not material in nature or cost.

• $(v)$ All material licences, permits, approvals, authorizations, rights (including surface and access rights), privileges or franchises necessary for the ownership and operation of the Mining Property have been obtained and received by Vendor and continue to be in place without challenge or appeal.
• $(w)$ With respect to the Mining Property:
• $(i)$ Vendor has been and is in material compliance with all applicable Environmental Laws and it has not received any notice from any Governmental Body alleging that it or any of its predecessors in interest has violated or is violating in any material respect any Environmental Law to which Vendor or the Mining Property is subject;
• $(ii)$ Vendor (including, if applicable, any predecessor companies thereof) has not received any notice of any future prosecution, nor is it currently being prosecuted for, any offence alleging non-compliance with any Environmental Laws, or liability for the investigation or remediation of any Disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants; and
• Vendor has not received any orders or directions relating to environmental $(iii)$ matters requiring any work, repairs, construction or capital expenditures to be made with respect to any of the assets of Vendor that are material and adverse to the Royalty.
• (i) the Technical Report complies in all material respects with the requirements of NI 43- $(x)$ 101 at the time of filing thereof and reasonably presents the quantity of mineral resources attributable to the properties evaluated therein as at the date stated therein based upon information available at the time the report was prepared; (ii) the Vendor made available to the authors of the Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation (as defined under Applicable Securities Laws) at the time such information was so provided; (iii) all of the material assumptions underlying the estimated measured, indicated and inferred mineral resources in the Technical Report are, to the knowledge of the Vendor, and at the time the Technical Report was prepared, reasonable and appropriate and such estimates have been prepared and disclosed in all material respects in compliance with Applicable Securities Laws; and (iv) Gold Mountain is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports required thereby and there has been no change to any of the information used to prepare the Technical Report of the Vendor is aware that would require the filing of a new technical report under NI 43-101.
• None of Vendor or any of their respective directors, officers, agents, employees or other $(y)$ Person associated with or acting on behalf of any of them has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, in

each case related to the Mining Property or any activities undertaken by or on behalf of Vendor.

• $(z)$ Vendor has complied with and is not in violation of any Applicable Laws other than such non-compliance or violations which would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Mining Property or the Royalty.
• Except to the extent that it would not have a Material Adverse Effect in respect of the $(aa)$ Mining Property or the Royalty:
• $(i)$ all of the Contracts entered into by Vendor in respect of the Mining Property have been duly entered into, have not been modified or terminated and are in good standing and are in full force and effect with no amendments.
• $(ii)$ all of the Contracts entered into by Vendor in respect of the Mining Property are valid and binding obligations of the parties thereto enforceable in accordance with their respective terms;
• $(iii)$ Vendor has complied with all material terms of the Contracts in respect of the Mining Property, has paid all amounts due thereunder, has not waived any rights thereunder and no default or breach exists in respect thereof on the part of any of the parties thereto and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach; and
• $(iv)$ all amounts payable to Vendor under the Contracts entered into by Vendor in respect of the Mining Property are still due and owing to Vendor without any right of set-off.
• Neither this Agreement nor any of the schedules, attachments, written statements, $(bb)$ documents, certificates or other items prepared or supplied by SCR by or on behalf of Vendor with respect to the Mining Property and the Royalty contain any untrue statement of a material fact or omit a material fact necessary to make each statement contained herein or therein not misleading.
• In regards to the issuance of Consideration Unit Shares, Royalty Performance Warrants $(cc)$ and the Consideration Units to Vendor by SCR hereunder:
• Vendor confirms that the Transaction meets the requirements of section 2.13 of $(i)$ National Instrument 45-106 - Prospectus Exemptions;
• $(ii)$ The head office and principal place of business of Vendor is located at 1000-1285 West Pender Street, Vancouver, BC, Canada which address is Vendor's and such address was not obtained or used solely for the purpose of acquiring the Consideration Unit Shares, Royalty Performance Warrants, Consideration Units and the Consideration Unit Warrants:

• Vendor has not received or been provided with a prospectus, registration $(iii)$ statement or offering memorandum within the meaning of the Securities Act (British Columbia), or any sales or advertising literature in connection with the transactions contemplated by this Agreement;

• $(iv)$ Vendor understands that no prospectus or registration statement has been filed by SCR with any securities commission or similar regulatory authority under the Securities Act (British Columbia) connection with the issuance of the Consideration Unit Shares, Royalty Performance Warrants, Consideration Units and the Consideration Unit Warrants. As a result of acquiring the Consideration Unit Shares, Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants pursuant to such exemptions:

• $(1)$ Vendor may be restricted from using some of the protections, rights and remedies otherwise available under the Securities Act (British Columbia), including statutory rights of rescission or damages in the event of a misrepresentation;
• $(2)$ Vendor may not receive information that would otherwise be required to be provided to it under the Securities Act (British Columbia); and
• $(3)$ Vendor is relieved of certain obligations that would otherwise apply under the Securities Act (British Columbia),
• No person has made to Vendor any written or oral representations: $(v)$
• $(1)$ that any person will resell or repurchase the Consideration Unit Shares, Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants;
• $(2)$ that any person will refund the purchase price of the Consideration Unit Shares, Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants; or
• as to the future price or value of any of the Consideration Unit Shares, $(3)$ Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants,
• $(vi)$ Vendor acknowledges that the certificates representing the Consideration Unit Shares, Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants will bear the following legend:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) [INSERT THE DISTRIBUTION DATE], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY

Vendor is capable of assessing the proposed investment in the Consideration Unit $(vii)$ Shares, Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants as a result of financial or investment experience or as a result of advice received from a registered person other than SCR, and Vendor is also able to bear the economic loss of the investment in the Consideration Unit Shares, Royalty Performance Warrants and Consideration Unit Warrants;

• $(viii)$ no securities commission or similar regulatory authority has reviewed or passed on the merits of the Consideration Unit Shares, Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants;
• $(ix)$ there is no government or other insurance covering the Consideration Unit Shares, Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants;
• there are risks associated with the subscription for the Consideration Unit Shares, $(x)$ Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants:
• $(x_i)$ there are restrictions on Vendor's ability to resell the Consideration Unit Shares, Royalty Performance Warrants and Consideration Unit Warrants (if applicable), and it is the responsibility of Vendor to find out what those restrictions are and to comply with them before selling any of the Consideration Unit Shares, Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants;
• $(xii)$ SCR has advised Vendor that it is relying on an exemption from the requirements to provide Vendor with a prospectus and to sell the Consideration Unit Shares, Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants through a person or company registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring the Consideration Unit Shares, Royalty Performance Warrants, Consideration Units and Consideration Unit Warrants pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to Vendor;
• $(xiii)$ If required by the Securities Act (British Columbia) or stock exchange, Vendor acknowledges and agrees that it may be bound by an escrow agreement in respect of the Common Shares, and will, at the request of SCR, execute and deliver, in a timely manner, all such documentation as may be necessary to give effect to such arrangement;
• $(xiv)$ Vendor acknowledges and consents to the fact that SCR is collecting the Vendor's personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time) for the purpose of completing this Agreement. Vendor acknowledges and consents to SCR retaining such personal information for as long as permitted or required by law or business practices. Vendor further acknowledges and consents to the fact that SCR may be required by Applicable Laws, the rules and policies of any stock exchange or the rules of the Investment Industry Regulatory Organization of Canada to provide regulatory authorities with any personal information provided under this Agreement. In addition to the foregoing, Vendor agrees and acknowledges that SCR may use and disclose Vendor's personal information as follows: for internal use with respect to managing the relationships between and contractual obligations of SCR and Vendor; for use and disclosure for income tax related purposes, including, without limitation, where required by law, disclosure to Canada Revenue

Agency; for disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings; for disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; for disclosure to professional advisers of SCR in connection with the performance of their professional services; for disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the Vendor's prior written consent; for disclosure to a court determining the rights of the parties under this Agreement; or for use and disclosure as otherwise required or permitted by Law;

• $\left( xy\right)$ Vendor is not engaged in the business of trading in securities or exchange contracts as principals or agents and does not hold themselves out as engaging in the business of trading in securities or exchange contracts as principals or agents, or is otherwise exempt from any requirements to be registered as a dealer under National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations; and
• Except for Vendor's knowledge regarding the Transaction, Vendor has no $(xvi)$ knowledge of a "material fact" or a "material change" in the affairs of SCR that has not been generally disclosed.

SCHEDULE "D"

REPRESENTATIONS AND WARRANTIES OF SCR

SCR hereby represents and warrants to Vendor as follows and acknowledges that Vendor is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

• SCR validly exists as a company in good standing under the laws of British Columbia, $(a)$ and is duly qualified, authorized or licensed in all jurisdictions where its business requires it to be so qualified, authorized or licensed in accordance with Applicable Laws.
• $(b)$ SCR has all necessary corporate power and capacity to execute and deliver, and to observe and perform its covenants and obligations under, this Agreement and the Closing Documents to which it will be or is a party. SCR has taken all action, including corporate action, necessary to authorize the execution and delivery, and the observance and performance of its covenants and obligations under, this Agreement and the Closing Documents to which it will be a party.
• $(c)$ This Agreement has been, and each Closing Document to which SCR will be or is a party, when executed and delivered, will be duly executed and delivered by SCR, and this Agreement constitutes, and each Closing Document to which SCR will be a party, when executed and delivered, will constitute, a legal, valid and binding obligation of SCR enforceable against SCR in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.
• $(d)$ No proceedings have been taken or authorized by SCR, or, to SCR's knowledge, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of SCR or with respect to any amalgamation, merger, consolidation, arrangement or reorganization relating to SCR.
• The execution and delivery of, or the observance and performance by SCR of, any $(e)$ covenant, condition or obligation under this Agreement or any Closing Document to which it will be a party does not and will not:
• contravene or result in a material violation of or a breach or default under (with $(i)$ or without the giving of notice or lapse of time, or both), or in the acceleration of any obligation under:
  • $(1)$ the articles, directors' or shareholders' resolutions of SCR;
  • $(2)$ the provisions of any material Contract, mortgage, security document, obligation, licence, permit or instrument to which SCR is a party, or by which SCR is bound or affected; or
• result in the creation or imposition of any Lien on the assets of SCR, or restricts, $(ii)$ hinders, impairs or limits the ability of Vendor to conduct its business as and where it are now being conducted.

• $(f)$ No consent, approval, Order, authorization, registration or declaration of, or filing with, any Governmental Body or other Person is required by SCR in connection with:

• $(i)$ the Closing:

• $(ii)$ the execution and delivery by SCR of this Agreement or the Closing Documents to which it will be a party; or
• $(iii)$ the observance and performance by SCR of its obligations under this Agreement or the Closing Documents to which it will be or is a party.
• SCR has the available funds to pay the Cash Consideration at Closing; $(g)$
• $(h)$ There are no suits, claims, actions or Proceedings pending or, to the knowledge of SCR threatened, against SCR seeking to prevent the transactions contemplated by this Agreement or the Royalty Agreement.
• $(i)$ As of the date hereof, the authorized share structure of SCR consists of an unlimited number of Common Shares, of which 17,897,500 Common Shares are issued and outstanding.
• There are no outstanding securities convertible into or exercisable to acquire any $(i)$ Common Shares or any other securities or agreements which could result in the issuance of shares or securities of SCR except for 4,538,750 Common Share purchase warrants each exercisable to acquire one acquire Common Share.
• The Royalty Performance Warrants and the Consideration Unit Warrants underlying the $(k)$ Consideration Units shall be valid and binding obligations of SCR enforceable against SCR in accordance with their terms.
• The Consideration Unit Shares, the Common Shares underlying the Consideration Unit $(1)$ Warrants and the Common Shares issuable upon exercise of the Royalty Performance Warrants, will, upon issuance by SCR, be duly authorized and validly issued as fully paid and non-assessable Common Shares.
• SCR has reserved a sufficient number of Common Shares to permit the full exercise and $(m)$ issuance of the Consideration Unit Shares, the Common Shares underlying the Consideration Warrants and the Common Shares issuable upon exercise of the Royalty Performance Warrants.