SUNSHINE SILVER MINES CORPORATION [ ] Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2011 • SUNSHINE SILVER MINES Corp • Gold and silver ores • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2023 • Gatos Silver, Inc. • Gold and silver ores • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 28, 2011, is between SUNSHINE SILVER MINES CORPORATION (the “Company’) and ROGER P. JOHNSON (the “Executive” and together with the Company, the “Parties”).
SECOND AMENDED AND RESTATED REVOLVING CREDIT FACILITY Dated as of December 13, 2023 GATOS SILVER, INC. as Borrower CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors BANK OF MONTREAL, CHICAGO BRANCH as Administrative...Revolving Credit Facility • December 19th, 2023 • Gatos Silver, Inc. • Gold and silver ores • New York
This SECOND AMENDED AND RESTATED REVOLVING CREDIT FACILITY dated as of December 13, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) between Gatos Silver, Inc. (formerly known as Sunshine Silver Mining & Refining Corporation), a Delaware corporation (the “Borrower”), and each Guarantor from time to time party to this Agreement, BMO Capital Markets, as Bookrunner and Mandated Lead Arranger, Bank of Montreal, Chicago Branch in its capacity as administrative agent and collateral agent as Administrative Agent, and Bank of Montreal, Chicago Branch and certain financial institutions from time to time as Lender(s).
REGISTRATION RIGHTS AGREEMENT dated as of October 30, 2020 among GATOS SILVER, INC. and THE STOCKHOLDERS THAT ARE SIGNATORIES HERETORegistration Rights Agreement • October 30th, 2020 • Gatos Silver, Inc. • Gold and silver ores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 30, 2020, is made by and among Gatos Silver, Inc., a Delaware corporation (the “Company”), and the stockholders that are or become signatories hereto (each a “Stockholder” and collectively, the “Stockholders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 27th, 2023 • Gatos Silver, Inc. • Gold and silver ores • British Columbia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), effective as of August 1, 2022, is between Gatos Silver Canada Corp., a British Columbia corporation (the “Company”) wholly owned by Gatos Silver, Inc., a Delaware corporation (the “Parent Company”), (together the “Companies”) and Dale Andres (the “Executive” and together with the Company, the “Parties”).
WORKING CAPITAL FACILITY AGREEMENTWorking Capital Facility Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • New York
This Working Capital Facility Agreement (this “Agreement”) is made as of May 30, 2019, by and among (i) MINERA PLATA REAL, S. DE R.L. DE C.V., a Mexico variable capital company (a “sociedad de responsabilidad limitada de capital variable” in Spanish) (“MPR”), OPERACIONES SAN JOSE DE PLATA, S. DE R.L. DE C.V., a Mexico variable capital company, and SERVICIOS SAN JOSÉ DE PLATA S. DE R.L. DE C.V., a Mexico variable capital company, (collectively, the “Borrowers”), (ii) SUNSHINE SILVER MINING & REFINING CORPORATION, a corporation formed under the laws of the State of Delaware (the “Guarantor” or “SSMRC”), and (iii) DOWA METALS & MINING CO., LTD., a corporation incorporated under the laws of Japan (the “Lender” or “Dowa”).
ContractMemorandum of Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores
Certain confidential information contained in this document, marked by [***], has been omitted because Sunshine Silver Mining & Refining Corporation (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
Certain confidential information contained in this document, marked by [***], has been omitted because Sunshine Silver Mining & Refining Corporation (the “Company”) has determined that the information (i) is not material and (ii) would likely cause...Cerro Los Gatos Lead Concentrate Sales Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores
This Cerro Los Gatos Lead Concentrate Sales Agreement (“Agreement”) is made basis the business confirmation dated April 14, 2019 and shall be effective as of July 11, 2019 between
AMENDMENT NO. 2 TO TERM LOAN AGREEMENTTerm Loan Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • New York
THIS AMENDMENT NO. 2 TO TERM LOAN AGREEMENT (this “Amendment”), is dated as of November 30, 2018, among MINERA PLATA REAL S. DE R.L. DE C.V., OPERACIONES SAN JOSE DE PLATA, S. DE R.L. DE C.V., and SERVICIOS SAN JOSE DE PLATA, S. DE R.L. DE C.V. (collectively, the “Borrowers”), DOWA METALS & MINING CO., LTD., as lender (together with its respective successors and assigns, the “Lender”), and SUNSHINE SILVER MINING & REFINING CORPORATION (“SSMRC”) and LOS GATOS LUXEBOURG S.ar.L ( “SSMRC Lux”).
SUNSHINE SILVER MINING & REFINING CORPORATION CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • New York
This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of April 20, 2020, by and between Sunshine Silver Mining & Refining Corporation, a Delaware corporation (the “Company”), and Electrum Silver US LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT NO. 1 TO TERM LOAN AGREEMENTTerm Loan Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • New York
THIS AMENDMENT NO. 1 TO TERM LOAN AGREEMENT (this “Amendment”), is dated as of July 11, 2018, among MINERA PLATA REAL S. DE R.L. DE C.V., OPERACIONES SAN JOSE DE PLATA, S. DE R.L. DE C.V., and SERVICIOS SAN JOSE DE PLATA, S. DE R.L. DE C.V. (collectively, the “Borrowers”), DOWA METALS & MINING CO., LTD., as lender (together with its respective successors and assigns, the “Lender”), and SUNSHINE SILVER MINING & REFINING CORPORATION and LOS GATOS LUXEBOURG S.ar.L (together “SSMRC”).
AMENDMENT NO. 3 TO TERM LOAN AGREEMENTTerm Loan Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • New York
THIS AMENDMENT NO. 3 TO TERM LOAN AGREEMENT (this “Amendment”), is dated as of January 31, 2019, among MINERA PLATA REAL S. DE R.L. DE C.V., OPERACIONES SAN JOSE DE PLATA, S. DE R.L. DE C.V., and SERVICIOS SAN JOSE DE PLATA, S. DE R.L. DE C.V. (collectively, the “Borrowers”), DOWA METALS & MINING CO., LTD., as lender (together with its respective successors and assigns, the “Lender”), and SUNSHINE SILVER MINING & REFINING CORPORATION (“SSMRC”).
TERM LOAN AGREEMENT dated as of July 11, 2017 among MINERA PLATA REAL S. DE R.L. DE C.V., OPERACIONES SAN JOSE DE PLATA, S. DE R.L. DE C.V., and SERVICIOS SAN JOSE DE PLATA, S. DE R.L. DE C.V. as Borrowers and DOWA METALS & MINING CO., LTD. as Lender...Term Loan Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • New York
THIS TERM LOAN AGREEMENT (this “Agreement”) is entered into as of July 11, 2017, among MINERA PLATA REAL S. DE R.L. DE C.V., OPERACIONES SAN JOSE DE PLATA, S. DE R.L. DE C.V., and SERVICIOS SAN JOSE DE PLATA, S. DE R.L. DE C.V. (collectively, the “Borrowers”), DOWA METALS & MINING CO., LTD., as lender (together with its respective successors and assigns, the “Lender”), and SUNSHINE SILVER MINING & REFINING CORPORATION (“SSMRC”) and LOS GATOS LUXEBOURG S.ar.L (“SSMRC Lux”).
Certain confidential information contained in this document, marked by [***], has been omitted because Sunshine Silver Mining & Refining Corporation (the “Company”) has determined that the information (i) is not material and (ii) would likely cause...Purchase Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • New York
Buyer agrees to buy, accept delivery of and pay for and Seller agrees to sell and deliver to Buyer, Zinc Concentrates which will be produced from the Cerro Los Gatos (Los Gatos) Mine, Chihuahua state, the United Mexican States under the following terms and conditions.
PRIORITY DISTRIBUTION AGREEMENTPriority Distribution Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • New York
This Priority Distribution Agreement (“Agreement”) is made and effective as of May 30, 2019, by and between Dowa Metals & Mining Co., Ltd., a corporation incorporated under the Laws of Japan (“Dowa”) and Sunshine Silver Mining & Refining Corporation, a corporation incorporated under the Laws of the State of Delaware (“SSMRC”), Minera Plata Real, S. de R.L. de C.V., a Mexico variable capital company incorporated under the Laws of Mexico (“MPR”), Operaciones San Jose de Plata, S. de R.L. de C.V., a Mexico variable capital company incorporated under the Laws of Mexico (“OpCo”, together with MPR, the “LGJV”).
EXECUTIVE NONQUALIFIED STOCK OPTION AGREEMENTExecutive Nonqualified Stock Option Agreement • October 8th, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • New York
AGREEMENT by and between SUNSHINE SILVER MINING & REFINING CORPORATION, a Delaware corporation (the “Company”), and [·] (the “Optionee”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 30th, 2020 • Gatos Silver, Inc. • Gold and silver ores • New York
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), effective as of October 30, 2020 (the “Effective Date”), by and between Gatos Silver Inc., a Delaware corporation (the “Service Provider”) and Silver Opportunity Partners Corporation, a Delaware corporation (the “Company”). The Service Provider and the Company are sometimes referred to collectively as the “Parties” or individually as “Party.”
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores
NOW THEREFORE in consideration of Dowa agreeing to forbear from enforcement of its rights upon default by MPR under the Dowa-MPR Loan, the Term Loan and its rights against SSMRC under the related security and the Partner Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows.
INDEMNITY AGREEMENTIndemnity Agreement • October 8th, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • Delaware
This Indemnity Agreement (this “Agreement”), dated as of , is made by and between Gatos Silver, Inc., a Delaware corporation (the “Company”), and , an [director][officer] of the Company (the “Indemnitee”).
AMENDMENT NO. 3 TO PARTNER AGREEMENTPartner Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores
THIS AMENDMENT NO. 3 TO THE PARTNER AGREEMENT (“Amending Agreement”) is made as of March 30, 2018, and amends that certain Unanimous Omnibus Partner Agreement dated effective as of January 1, 2015 (as amended by amending agreements dated as of April 10, 2017 and June 30, 2017, collectively with amending agreements the “Partner Agreement”), entered into among MINERA PLATA REAL, S. DE R.L. DE C.V., a Mexico variable capital company (a “sociedad de responsabilidad limitada de capital variable” in Spanish) (“MPR”), OPERACIONES SAN JOSÉ DE PLATA S. DE R.L. DE C.V., a Mexico variable capital company, SERVICIOS SAN JOSÉ DE PLATA S. DE R.L. DE C.V., a Mexico variable capital company, LOS GATOS LUXEMBOURG S. AR. L., a Luxembourg limited liability company (“SSMRC Lux”), SUNSHINE SILVER MINING & REFINING CORPORATION, a corporation formed under the laws of the State of Delaware (“SSMRC”) and DOWA METALS & MINING CO., LTD., a corporation incorporated under the laws of Japan (“Dowa”).
SHAREHOLDERS AGREEMENT by and among GATOS SILVER, INC. and THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of October 30, 2020Shareholder Agreement • October 30th, 2020 • Gatos Silver, Inc. • Gold and silver ores • Delaware
THIS SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 30, 2020, is made by and among Gatos Silver, Inc., a Delaware corporation (the “Company”), and the stockholders that are or become signatories hereto (each a “Stockholder” and collectively, the “Stockholders”).
OPTION AGREEMENTOption Agreement • October 1st, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • New York
This Option Agreement (this “Agreement”) is made and effective as of May 30, 2019 among MINERA PLATA REAL, S. DE R.L. DE C.V., a Mexico variable capital company (a “sociedad de responsabilidad limitada de capital variable” in Spanish) (“MPR”), OPERACIONES SAN JOSÉ DE PLATA S. DE R.L. DE C.V., a Mexico variable capital company (“Operaciones”) (MPR and Operaciones, collectively, “LGJV”) SUNSHINE SILVER MINING & REFINING CORPORATION, a corporation formed under the laws of the State of Delaware (“SSMRC”) and DOWA METALS & MINING CO., LTD., a corporation incorporated under the laws of Japan (“Dowa”).
Performance Share Unit Master Frame AgreementPerformance Share Unit Master Frame Agreement • June 27th, 2023 • Gatos Silver, Inc. • Gold and silver ores • Delaware
This Performance Share Unit Master Frame Agreement (this “Master Frame Agreement”) is made and entered into as of the date stated at the bottom of this document by and between Gatos Silver Inc, a Delaware corporation (the “Company”) and (the “Grantee”).
PURCHASE AGREEMENTPurchase Agreement • December 21st, 2012 • SUNSHINE SILVER MINES Corp • Gold and silver ores • New York
This Purchase Agreement (this “Agreement”), dated as of October 1, 2012 (the “Effective Date”), is entered into among Sunshine Silver Mines Corporation, a Delaware corporation (“Seller”), and ElectrumStrat Opportunities LLC, a Delaware limited liability company (“Purchaser”).
SERVICES AGREEMENTServices Agreement • August 10th, 2011 • SUNSHINE SILVER MINES Corp • Gold and silver ores • New York
This Services Agreement (this “Agreement”) is dated as of May 11, 2010, between Tigris Financial Group Ltd. (“Provider”) and Silver Opportunity Partners LLC (“Recipient”).
PURCHASE AGREEMENT by and between LIBERTY METALS & MINING HOLDINGS, LLC and SUNSHINE SILVER MINES CORPORATION As of February 8, 2011Purchase Agreement • August 10th, 2011 • SUNSHINE SILVER MINES Corp • Gold and silver ores • New York
This PURCHASE AGREEMENT, dated as of February 8, 2011 (this “Agreement”), is entered into by and between LIBERTY METALS & MINING HOLDINGS, LLC, a Delaware limited liability company (“Investor”), and SUNSHINE SILVER MINES CORPORATION, a Delaware corporation (the “Company”).
DEFERRED STOCK UNIT AGREEMENT This Deferred Stock Unit Agreement (the “Agreement”) is made by and between GATOS SILVER, INC., a Delaware corporation (the “Company”), and [XX] (the “Grantee”) as of September 11, 2023. Pursuant to the 2023 Gatos Silver,...Deferred Stock Unit Agreement • February 21st, 2024 • Gatos Silver, Inc. • Gold and silver ores • Delaware
THIS WAIVER NO. 6 TO THE REVOLVING CREDIT FACILITY (this "Waiver") is dated May 31, 2023 (the "Effective Date") and made between:Waiver to Revolving Credit Facility • June 7th, 2023 • Gatos Silver, Inc. • Gold and silver ores
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 10th, 2011 • SUNSHINE SILVER MINES Corp • Gold and silver ores • New York
Pursuant to the Sunshine Silver Mines Corporation Long Term Incentive Plan (as it may be further amended from time to time, the “Plan”), and as required by the Employment Agreement between the Company and the Optionee dated (the “Employment Agreement”), the Company desires to grant to the Optionee, and the Optionee desires to accept from the Company, an option to purchase shares of the common stock of the Company, par value $.001 per share (the “Common Stock”), upon the terms and conditions set forth in this Agreement.
ASSIGNMENT AND AMENDMENT TO SERVICES AGREEMENTServices Agreement • August 10th, 2011 • SUNSHINE SILVER MINES Corp • Gold and silver ores
This Assignment and Amendment (the “Amendment”), effective as of August 1, 2011, among Tigris Financial Group Ltd. (“Provider”), Silver Opportunity Partners LLC (“SOP”) and Sunshine Silver Mines Corporation (“Sunshine”),
SERVICES AGREEMENTServices Agreement • December 21st, 2012 • SUNSHINE SILVER MINES Corp • Gold and silver ores • New York
This Services Agreement (this “Agreement”) is effective as of January 1, 2012, between The Electrum Group LLC (“Provider”) and Sunshine Silver Mines Corporation (“Recipient”).
AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • December 20th, 2024 • Gatos Silver, Inc. • Gold and silver ores • New York
THIS AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”) is made on December 19, 2024 (“Signature Date”) with effect as of January 1, 2025 (the “Effective Date”) by and among GATOS SILVER, INC. (formerly, Sunshine Silver Mining & Refining Corporation), a company governed by the laws of the State of Delaware (“GSI”), OPERACIONES SAN JOSÉ DE PLATA, S. DE R.L. DE C.V., a variable capital company (sociedad de responsabilidad limitada de capital variable) governed by the laws of Mexico (“OpCo”), and MINERA PLATA REAL, S. DE R.L. DE C.V., a variable capital company (sociedad de responsabilidad limitada de capital variable) governed by the laws of Mexico (“MPR”, and together with GSI and OpCo, the “Parties”, and each a “Party”).
ContractExecutive Restricted Stock Unit Agreement • February 21st, 2024 • Gatos Silver, Inc. • Gold and silver ores • Delaware
THIS WAIVER NO. 4 TO THE REVOLVING CREDIT FACILITY (this "Waiver") is dated April 13, 2023 (the "Effective Date") and made between:Waiver to the Revolving Credit Facility • April 19th, 2023 • Gatos Silver, Inc. • Gold and silver ores
THIS AMENDMENT AND WAIVER TO THE REVOLVING CREDIT AGREEMENT (this "Amendment") is dated March 7, 2022 and made between:Revolving Credit Agreement • March 8th, 2022 • Gatos Silver, Inc. • Gold and silver ores
