EMPLOYMENT AGREEMENTEmployment Agreement • August 27th, 2020 • Sunshine Silver Mining & Refining Corp • Gold and silver ores • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 1, 2016, is between SUNSHINE SILVER MINING & REFINING CORPORATION (the “Company”) and John Kinyon (the “Executive” and together with the Company, the “Parties”).
WORKING CAPITAL FACILITY AGREEMENTWorking Capital Facility Agreement • August 27th, 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”).
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 • August 27th, 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 • August 27th, 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 • August 27th, 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 • August 27th, 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 • August 27th, 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 • August 27th, 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 • August 27th, 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 • August 27th, 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”).
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • August 27th, 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.
AMENDMENT NO. 3 TO PARTNER AGREEMENTPartner Agreement • August 27th, 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”).
OPTION AGREEMENTOption Agreement • August 27th, 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”).
