NYRSTAR CORICANCHA S.A. SHARE PURCHASE AGREEMENT

Defined Terms

to sell, offer for sale, transfer, assign, swap, surrender, joint venture, gift, create or allow to exist an option or trust over or otherwise deal with or dispose of that Person or property (or any legal or beneficial interest in it or part of it);

to do anything which has the effect of placing a Person in substantially the same position as if that Person had done any of the things specified in paragraph (a); or

authorise, or agree conditionally or otherwise to do, any of the things referred to in paragraph (a),

that fact, matter or circumstance is identified and disclosed in sufficient detail so as to reasonably enable GPS or the Purchaser to identify the nature and scope of the relevant fact, matter, event or circumstance and the fact that it may have financial, operational or other consequences to the Company (including, in each case, that the financial effect of the relevant fact, matter, event or circumstance is reasonably ascertainable from the information disclosed); or

that fact, matter or circumstance is identified and disclosed in such detail (being a lesser detail than that referred to in paragraph (a) that a properly advised and commercially astute person considering entry into the transactions contemplated by this Agreement (in the manner in which GPS and the Purchaser enter into those transactions) would be prompted to make further inquiries, including of Nyrstar or the Company, so as to be in a position to understand the nature and scope of the relevant fact, matter or circumstance in the level of detail referred to in paragraph (a);

the annual financial statements of the Company for the years ended 31 December 2015 and 2014 prepared in accordance with Peruvian GAAP, consisting of a balance sheet as at the end of the period to which those financial statements relate, a statement of income and a statement of cash flows for the periods to which those financial statements relate, and all notes thereto and reports of the auditors, which financial statements for the year ended December 31, 2015 will have been audited by Deloitte LLP; and

the unaudited interim financial statements for the Company extracted from the consolidated group accounts of Nyrstar NV and prepared in accordance with IFRS for the three and nine months ended September 30, 2016 (the “Interim Financial Statements”), consisting of a balance sheet as at the end of the period to which those financial statements relate and a statement of income for the periods to which those financial statements relate.

arising from a disclosure in the SPA Disclosure Schedule;

arising from a matter that has been Fairly Disclosed in the Data Room); or

which was likely to have been reasonably foreseen by a reasonable person in the position of the Purchaser or GPS as reasonably likely to occur in the period referred to above;

which is directly or indirectly controlled by such party; or

which directly or indirectly controls such party; or

which is, directly or indirectly, controlled by a corporation that also, directly or indirectly controls such party;

income, capital, real property, withholding, payroll, employer health, employer insurance, transfer, sales, use, excise, consumption, anti- dumping, countervailing and value added taxes, financial, assets, customs, mining taxes and all other taxes of any kind, whether disputed or not; and

assessments, mining royalties, charges, duties, rates, fees, imposts, levies or other governmental charges and interest, penalties or additions associated therewith,

Conditions Precedent

Completion is subject to the satisfaction (or waiver in accordance with paragraph (c) of the conditions precedent in clauses 2(a)(i) to 2(a)(vi):

Nyrstar has obtained the Cost Certificate (Certificado de Recuperación de Capital Invertido) from the Peruvian Tax Authority (SUNAT) certifying the applicable cost of the Purchased Shares;

the Company has no outstanding indebtedness owing to Nyrstar or Nyrstar’s Related Bodies Corporate, and Nyrstar and its Related Bodies Corporate have no outstanding indebtedness owing to the Company;

all required authorizations and consents required of the Company or Nyrstar or its Related Bodies Corporate by any Governmental Body to complete the transactions contemplated by this agreement shall have been obtained;

the Purchaser shall have delivered to Nyrstar the payments and deliveries required in clause 5(e);

all representations and warranties of the Purchaser made in this Agreement shall be true and correct in all material respects; and

all terms, covenants and conditions in this Agreement to be complied with or performed by the Purchaser before Completion shall have been complied with or performed in all material respects.

Completion is subject to the satisfaction (or waiver in accordance with paragraph (c) of the conditions precedent in clauses 2(b)(i) to 2(b)(xvii):

Nyrstar has obtained a Cost Certificate (Certificado de Recuperación de Capital Invertido) from the Peruvian Tax Authority (SUNAT) certifying the applicable cost of the Purchased Shares, and has delivered a certified copy of such Cost Certificate to the Purchaser;

the Company has no outstanding indebtedness owing to Nyrstar or Nyrstar’s Related Bodies Corporate, and Nyrstar and its Related Bodies Corporate have no outstanding indebtedness owing to the Company;

the Company shall have delivered to the Purchaser the deliveries required in clauses 5(b)(i) through 5(b)(xv)5(b)(xv);

all required authorizations and consents required of the Purchaser by any Governmental Body to complete the transactions contemplated by this agreement shall have been obtained;

the representations and warranties of Nyrstar and the Company shall be true and correct in all material respects (subject to disclosures in the SPA Disclosure Schedule);

all terms, covenants and conditions in this Agreement to be complied with or performed by Nyrstar or the Company before Completion shall have been complied with or performed in all material respects;

the Company shall not have experienced a Material Adverse Effect;

no order or ruling enjoining or prohibiting the sale of the Shares shall have been issued by any court or regulatory authority having jurisdiction prior to the Closing Date;

Nyrstar shall release any existing Encumbrances over the Assets of the Company (including its mining concessions, real estate or any other assets) that are held by Nyrstar;

the Existing Shareholders shall have released and cancelled the share pledge granted in favour of Executive Park Funding LLC;

all Existing Liens with respect to the 1.5% royalty in favour of Executive Park Funding LLC shall have been released and cancelled;

the Company shall be in material compliance with all its obligations under Applicable Law, including tax and labour obligations (other than any non-compliance disclosed in the SPA Disclosure Schedule); and

with respect to those current employees of the Company listed by Nyrstar in the SPA Disclosure Schedule as employees that are not to continue with the Company following completion (the “Departing Employees”), Nyrstar will have entered into new employment agreements with those Departing Employees, or alternatively shall have caused the Company to terminate such Departing Employees and paid all severance or other termination obligations to such Departing Employees, and, in the case of Departing Employees who have executed new employment agreements with Nyrstar, shall have obtained a release executed by such Departing Employees in favour of the Company in a form satisfactory to the Purchaser;

the Company shall formalize in the form of Public Deeds the agreements with the Community of Tambo de Viso and the Community of San Mateo (Chinchan) on terms acceptable to the Purchaser, which agreements will allow the Company to resume its mining operations, and shall have made all payments and will be, at the time immediately before Completion, in compliance with all obligations in connection with all its community agreements, including those detailed in Schedule 3, up to the Closing Date;

the Company and Nyrstar will have completed each of the transactions set forth in the Reorganization Plan, with the result that the representations and warranties of Nyrstar set forth in clause 14(aa) are true and correct and the Company will not have negative shareholder equity as at the Completion Date; and

each of the following mortgages shall have been discharged by the Company or Nyrstar and otherwise removed from the public record:

the mortgage in favour of Natexis Banques Populaires in relation to ▇▇▇▇▇ ▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Huarochirí, Lima, Block N° 2, District of San Mateo, Province of Huarochirí, Lima and Rural Property – Mayoc, District of San Mateo, Province of Huarochirí; and

the mortgage in favour of S.M.R.L. Wellington de Lima in relation to the Wellington concession (code 11000805X01); and

Nyrstar will have caused the Company to terminate and cancel the bond letter in the amount of US$3,677,494.00 in favour of the Ministry of Energy and Mines as a guarantee of compliance of the Mine Closure Plan of Pucarrajo.

The conditions precedent in clauses 2(a)(i) through 2(a)(vi) are for the exclusive benefit of Nyrstar and the Company, and may only be waived by notice in writing given by Nyrstar and the Company to the Purchaser. The conditions precedent in clauses 2(b)(i) through 2(b)(xvii) are for the exclusive benefit of Purchaser, and may only be waived by notice in writing given by the Purchaser to Nyrstar and the Company.

The Parties will adopt the following responsibilities in relation to the matters referred to in this clause 2:

each Party will co-operate with each other and use their respective commercially reasonable efforts to procure that the conditions precedent set out in this clause 2 are satisfied as soon as is reasonably practicable after the date of this Agreement;

except where required by law, each Party will ensure that it takes no action that would or would be likely to prevent or hinder the satisfaction of the foregoing conditions precedent;

each Party will supply to the others copies of all material applications made and notices given and all information supplied to a Governmental Body for the purpose of enabling satisfying the conditions precedent; and

within one Business Day of having become aware that a condition precedent set out in this clause 2 has:

been satisfied; or

become incapable of being satisfied; or

been waived in accordance with paragraph (c)5(c)(b)(xvi),

Nyrstar agrees to sell all of the Purchased Shares at Completion and the Purchaser agrees to buy the all of the Purchased Shares and each right attaching to them at Completion.

The purchase price of the Purchased Shares (“Purchase Price”) is an amount equal to (and otherwise comprises) the sum of:

US$100,000;

the Earn-Out Consideration; and

an amount equal to the cash remaining in the Company that results from and is attributable to the completion of the Reorganization Plan (the “Coricancha Cash Balance”),

In case any income tax payment is applicable according to the Cost Certificate obtained by Nyrstar, the Purchaser must deduct and withhold such Taxes from the payments detailed above on account of the Purchase Price, including payments on account of the Coricancha Cash Balance, the Earn-Out Consideration under the Earn-Out Agreement, and pay such Taxes directly to SUNAT, provided that:

the amounts deducted and withheld will not exceed the amount of the Purchase Price then payable; and

the capital gain subject to tax (and therefore withholding) is the difference, from time to time, between the Purchase Price (or its fair market value for Peruvian tax purposes and with consideration as to the impacts of (i) any amounts paid on account of the Earn- Out Consideration, and (ii) any deemed reduction on account of the Reclamation Payments at the time of evaluation) and the value of the Cost Certificate referred to in clause 2(a)(i) and 2(b)(i).

Any Reclamation Payments paid by Nyrstar to the Purchaser will constitute a refund that reduces the Purchase Price.

Notwithstanding any provision of this Agreement, the Purchase Price will not be less than $0.

The Parties acknowledge that the payment of the Coricancha Cash Balance will be completed as follows:

on Completion, the Company will wire an amount equal to the Coricancha Cash Balance to the Purchaser; and

the Purchaser will pay such funds to Nyrstar in accordance with clause 5(e), net of any withholding taxes required to be deducted and paid under clause 3(c).

Period Before Completion

Until Completion, unless the Purchaser otherwise agrees in writing or unless permitted or required by another provision of this Agreement (including to satisfy a condition) or as required by law, the Company will and Nyrstar will cause to the Company to:

carry on the Business in a prudent, business-like and efficient manner and maintain the Assets in the normal course and consistent with past practice, including using reasonable efforts to preserve the goodwill of the Business and maintain the Assets in good standing (to the extent applicable) and ensuring there is no cause that may trigger the termination of the Mineral Rights or Permits;

take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the completion of the transactions and transfer of the Purchased Shares to the Purchaser;

provide the Purchaser with copies of any and all material notices, documents and correspondence received or sent by it or to any Governmental Body in respect of the Business or the Assets, or the arrangements contemplated hereby;

advise the Purchaser in writing of any material change of which it has knowledge in the condition (financial or otherwise) of the Company or the Assets or Business;

cooperate in obtaining all necessary and desirable consents and regulatory approvals in connection with the transactions contemplated herein;

request that the Company’s employees take all vacation time to the extent that they are entitled to do so under their employment arrangements prior to Completion, provided that the Company need not make such request if it would interfere with the Company’s operations during the period between execution of this Agreement and Completion and provided that the Company will not be required to make any request where it has a reasonable belief that such request would be contrary to Applicable Law or any employment agreement in effect with an employee;

accurately record and maintain the Company’s Books and Records in accordance with all applicable legal requirements.

Until Completion, unless the Purchaser otherwise agrees in writing or unless permitted or required by another provision of this Agreement (including to satisfy a condition) or as required by law, the Company will not and Nyrstar will not permit the Company to:

increase, reduce or otherwise alter its share capital or grant any options for the issue of Shares or other securities;

alter the provisions of its constating documents;

declare, pay, make or authorize the payment of dividends in cash, in specie or in kind, or any reduction in paid-up capital of the Company;

buy back its Shares;

take any action, or refrain from taking any action, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transaction contemplated by this Agreement or would render, or that could reasonably be expected to render, any representation or warranty made by Nyrstar or the Company in this Agreement untrue or inaccurate in any material respect at any time prior to the time of Completion if then made;

make a distribution or revaluation of, create, grant or allow an Encumbrance over or affecting, the Assets (other than the Permitted Encumbrances);

transfer, sell, consume or otherwise dispose of the Assets;

enter into, modify, amend or terminate any contract in relation to the Business or the Assets, except for an arm’s length contract in the ordinary course of business and which is not material;

create or grant any loan or grant of credit;

settle any account receivable of a material nature at less than its face value net of any reserve for that account;

other than in the ordinary course of business, make any expenditure or incur any liabilities or commitments greater than US$10,000;

appoint or permit the appointment of a liquidator, receiver, trustee in bankruptcy, or similar official for the Company;

enter into any abnormal or unusual transaction which relates to or adversely affects its Business or the Assets;

conduct or propose a settlement of any litigation;

change the Company’s management or board of directors; or

increase the compensation of employees of the Company, or any increase in any compensation or bonus payable to any officer, employee, consultant or agent thereof.

Prior to, and then between the date of this Agreement and Completion, the Company will start transferring to Related Bodies Corporate of Nyrstar certain legal rights, personnel and assets as further detailed in Schedule 6. To the extent that if any of these are not transferred at Completion, the Purchaser shall assist the Company to complete such transfers at Nyrstar’s cost.

Until Completion, unless Nyrstar otherwise agrees in writing, the Purchaser will:

take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the completion of the transactions and transfer of the Purchased Shares to the Purchaser;

cooperate in obtaining all necessary and desirable consents and regulatory approvals in connection with the transactions contemplated herein; and

not take any action, or refrain from taking any action, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transaction contemplated by this Agreement or would render, or that could reasonably be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect at any time prior to the time of Completion if then made.

Completion and Post-Completion

Completion will occur at Nyrstar’s offices in Zurich at 3.00 pm on the date which is one Business day after the conditions precedent in clauses 2(a) and 2(b) are satisfied or waived in accordance with clause 2(c), or on such other date or at such other time or at such other location as the parties agree in writing.

At Completion Nyrstar will deliver to the Purchaser:

the Mine Closure Agreement executed by each of Nyrstar and Nyrstar International;

the Earn Out Agreement executed by each of Nyrstar and Nyrstar International;

the general shareholders’ meetings book, board of directors meetings book, share ledger book, share certificates and any other corporate book of the Company;

a letter addressed to the Company in which Nyrstar informs of the transfer of the Purchased Shares to the Purchaser;

evidence of the cancellation of the previous share certificates and the issuance of the new share certificates for the acquisition of the Purchased Shares issued in favour of the Purchaser, as well as evidence of the registration of the acquisition of the Purchased Shares by the Purchaser in the share ledger book the Company;

all consents required for the transfer of the Purchased Shares required due to any Encumbrances;

certificate of incorporation or registration, asset register, all other registers, management accounts, budgets and all books of accounts, ledgers, records, cheque books, documents and other business papers of any kind of the Company, including all official records and original documents relating to the mining concessions, permits, contracts and any other authorization, in each case to the extent held by the Company;

a resolution of the shareholders of the Company removing, with effect from Completion, each director of the Company;

a list of all bank accounts maintained by the Company;

duly completed bank authorities authorised by the board of directors of the Company directed to the Company's bankers authorising the operation of each of its bank accounts by Persons nominated in writing for that purpose by the Purchaser;

an acknowledgement from Nyrstar that all amounts owed to Nyrstar by the Company have been satisfied or discharged, including but not limited to amounts owed under loans advanced to the Company by Nyrstar;

an acknowledgement from Nyrstar that all amounts owed by the Company to any third parties under a bank facility or other arrangement providing financial accommodation have been repaid or discharged;

certificates of an officer or director of each of Nyrstar International, Nyrstar Netherlands and the Company dated as of the Closing Date, in form and substance satisfactory to the Purchaser acting reasonably, stating that all of the representations and warranties made by Nyrstar or the Company in this Agreement are true and correct in all material respects as of the Closing Date (subject to disclosures in the SPA Disclosure Schedule), and that the Company and Nyrstar has complied with all terms, covenants and conditions of this Agreement to be complied with as of the Closing Date, and that the Company has not suffered a Material Adverse Effect prior to Completion;

the Books and Records of the Company; and

a guarantee in the form set out in

Schedule 9, duly executed by Nyrstar NV.

In the case of the items referred to in clauses 5(b)(iii), 5(b)(vii) and 5(b)(xiv), delivery may be made by leaving those items in a safe and appropriate place at the General Manager’s office at the Coricancha Mine Complex or at such other place as the parties may agree.

At or before Completion Nyrstar will cause a meeting of the Shareholders Assembly of the Company to be held, at which:

the Shareholders of the Company resolve, subject to Completion occurring, to:

amend the Company’s registered name to Great Panther Coricancha S.A. or such other name as the Purchaser may instruct the Company in writing before the date of the Shareholders Assembly; and

remove current directors of the Company (as contemplated by clause 5(b)(viii)) and appoint the Persons nominated in writing for that purpose by the Purchaser and having consented in writing to such appointment as directors of the Company; and

existing Representatives of the Company are revoked and the Persons nominated in writing for that purpose by the Purchaser and having consented in writing to such appointment will be appointed as Representatives, in each case subject to Completion occurring.

At Completion the Purchaser will:

pay the Completion Price by electronic funds transfer to the Nyrstar Account or such other bank account as Nyrstar notifies to the Purchaser in writing before the Closing Date by electronic funds transfer to the Nyrstar Account or such other bank account as Nyrstar notifies to the Purchaser in writing before the Closing Date:

deliver the Mine Closure Agreement executed by the Company;

deliver the Earn Out Agreement executed by each of the Company, the Purchaser and GPS;

perform all other obligations required to be performed by it on Completion under this Agreement (including all obligations required to be performed by the Purchaser to satisfy the conditions precedent set out in clause 2); and

deliver to Nyrstar a certificate of an officer or director of the Purchaser dated as of the Closing Date, in form and substance satisfactory to Nyrstar and the Company acting reasonably, stating that all of the representations and warranties made by the Purchaser in this Agreement are true and correct in all material respects as of the Closing Date, and that the Purchaser has complied with all terms, covenants and conditions of this Agreement to be complied with as of the Closing Date.

The obligations of the parties under clauses 5(b), 5(d) and 5(e) are interdependent and must be performed, as nearly as possible, simultaneously. If any obligation specified in clauses 5(b), 5(d) and 5(e) is not performed on or before Completion then, without limiting any other rights of the parties, Completion is taken not to have occurred and any document delivered, or payment made, under clauses 5(b), 5(d) or 5(e) must be returned to the party that delivered it or paid it.

On Completion, registered and beneficial ownership in the Purchased Shares will pass to the Purchaser.

Following Completion:

Nyrstar shall be responsible for, and will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date. Nyrstar will permit the Purchaser to review and comment on each such Tax Return (to the extent not filed as of Completion) described in the preceding sentence prior to filing. Notwithstanding any other provision of this Agreement except paragraph (vi), Nyrstar will pay the cost of all such filings and will pay any Taxes, penalties and interest arising from such filing or arising from any failure to file or that are otherwise a Liability relating to Taxes with respect to a period ending on or prior to the Closing Date. The Purchaser must provide to Nyrstar all information and assistance reasonably required by Nyrstar (including reasonable access to employees and records of the Company) in connection with the preparation of such Tax Returns;

without limiting the Purchaser’s obligations under clause 3(c), each party shall be responsible for the payment of the Taxes for which it is liable as taxpayer (contribuyente) under Applicable Law as a consequence of the execution and performance of this Agreement, except to the extent this Agreement provides otherwise;

if the Company or the Purchaser, at any time after Completion, is required by any Governmental Body to pay any Taxes owing by Nyrstar in respect of Nyrstar’s sale of the Purchased Shares to the Purchaser, including amounts payable to Nyrstar under a Transaction Document, in all cases beyond those Taxes for which the Purchaser has already withheld taxes under clause 3(c) then the Company shall have the right to pay the Taxes on Nyrstar’s behalf and Nyrstar shall reimburse the Company for such payment;

the Purchaser will be responsible for and will prepare or cause to be prepared and file or caused to be filed all Tax Returns for the Company for all periods ending after the Closing Date. In relation to all Tax Returns relating to the period in which Completion occurs, the Purchaser will permit Nyrstar to review and comment on each such Tax Return. Notwithstanding any other provision of this Agreement, the Purchaser will pay the cost of all such filings and will pay any taxes, penalties and interest arising from such filing or arising from any failure to file or that are otherwise a Liability relating to Taxes with respect to a period ending after the Closing Date. Nyrstar must provide to the Purchaser all information in its possession and assistance reasonably required by the Purchaser (including reasonable access to employees and records of the Company) in connection with the preparation of such Tax Returns for a period of two years after Completion;

each party will cooperate reasonably with each other party in connection with the filing of Tax Returns pursuant to clause 5(h)(i) and 5(h)(iv) and any audit, litigation or other proceeding with respect to Taxes relating to the period before Completion. Such cooperation will include the retention and (upon a party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each party will: (i) to the extent not provided to another party under this Agreement, retain all Books and Records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by another party, any extensions thereof) of the respective taxable periods (without limiting a party’s obligations to deliver Books and Records under this Agreement), and will provide another party with copies of those Books and Records upon request by that other party, and will abide by all record retention agreements entered into with any Governmental Body; (ii) give each other party reasonable written notice prior to transferring, destroying or discarding any such Books and Records and, if another party so requests, it will allow the other party to take possession of such Books and Records;

the Company will not, without first reasonably consulting with Nyrstar and otherwise without Nyrstar’s prior written consent, re- file or amend any Tax Returns for the Company for any periods ending on or prior to the Closing Date, provided that Nyrstar may not unreasonably withhold its consent if the Company reasonably believes such a Tax Return needs to be re-filed or amended because of an error which occurred in a filing before Completion. Nyrstar will only be responsible for the costs of any re-filing or amendment or any Taxes, penalties and interest arising from such re-filing or amendment, if the re-filing or amendment is necessary to correct an error in the original filing. The Purchaser will ensure that the Company complies with this paragraph (b)(vi); and

without limiting the obligations of Nyrstar in paragraph (i), Nyrstar will pay to the Company and indemnify and save the Company harmless from any Taxes assessed against or payable by the Company that relate to the Reorganization Plan, whether or not such Taxes relate to a period ending prior to or after the Completion; and

Nyrstar will pay to and indemnify and save harmless the Purchaser from any Taxes assessed against or payable by the Purchaser that relate to the Reorganization Plan, whether or not such Taxes relate to a period ending prior to or after the Completion, provided that the Purchaser agrees that the indemnification will not apply to any Taxes attributable to:

any actions taken by the Purchaser that are outside the scope of the Reorganization Plan, and otherwise not a necessary consequence of completion of the Reorganization Plan, that gives rise to Taxes assessed against or payable by the Purchaser; or

any repatriation of funds from the Company to the Purchaser or to any Related Body Corporate of the Purchaser that is completed subsequent to the Completion of and that is not part of the Reorganization Plan.

Tailings movement

Nyrstar and the Purchaser acknowledge that, after Completion, the Purchaser will cause the Company to reclaim (or continue to reclaim) Cancha 1 and Cancha 2 (being part of the Coricancha Mine Complex) in accordance with the Coricancha Mine Closure Plan, as it may be amended from time to time by the Company (subject to the consent of Nyrstar, which cannot be unreasonably withheld) and as required by Applicable Law or by a direction or order of a Governmental Body that may apply to their reclamation (the “Cancha Tailings Reclamation”).

Nyrstar and the Purchaser acknowledge that the Purchaser will cause the Company to reclaim (or continue to reclaim) ▇▇▇▇▇▇ (being part of the Coricancha Mine Complex) in accordance with the ▇▇▇▇▇▇ Tailings Abandonment Plan, as it may be amended or replaced from time to time by the Company (subject to the consent of Nyrstar, which cannot be unreasonably withheld) and as required by Applicable Law or by a direction or order of a Governmental Body that may apply to its reclamation (the “▇▇▇▇▇▇ Tailings Reclamation”).

Nyrstar will pay to the Purchaser, in the manner specified in this clause 6, the amounts equal to the costs incurred by the Company to undertake the Cancha Tailings Reclamation and the ▇▇▇▇▇▇ Tailings Reclamation (the “Reclamation Payments”), all of which payments will constitute a refund that reduces the Purchase Price, subject to the following:

the Purchaser must cause the Company to take reasonable steps to minimise the cost of the Cancha Tailings Reclamation and the ▇▇▇▇▇▇ Tailings Reclamation, provided that Nyrstar acknowledges that:

the Company will be entitled to follow accepted engineering practices in determining the manner in which the work required to complete the Cancha Tailings Reclamation and the ▇▇▇▇▇▇ Tailings Reclamation is carried out;

the costs of completion of the Cancha Tailings Reclamation and the ▇▇▇▇▇▇ Tailings Reclamation will include all costs to perform and complete all actions and measures reasonably required to be undertaken in order to complete the reclamations in accordance with the Coricancha Mine Closure Plan (with respect to Cancha 1 and Cancha 2) and the ▇▇▇▇▇▇ Tailings Abandonment Plan (with respect to ▇▇▇▇▇▇);

Nyrstar will be obliged to pay to the Purchaser amounts on account of such costs only to the extent works undertaken by the Company are in accordance with the Coricancha Mine Closure Plan (in the case of the Cancha Tailings Reclamation) or the ▇▇▇▇▇▇ Tailings Abandonment Plan (in the case of the ▇▇▇▇▇▇ Tailings Reclamation), as such plans may be amended from time-to-time by the Company (subject to the consent of Nyrstar, which cannot be unreasonably withheld) and as required by Applicable Law or by a direction or order of a Governmental Body that may apply to their reclamation;

Nyrstar’s maximum liability to pay Reclamation Payments to the Purchaser in connection with such costs to complete the Cancha Tailings Reclamation and the ▇▇▇▇▇▇ Tailings Reclamation is US$20 million, and all costs in excess of such amount will be the responsibility of the Purchaser;

Nyrstar will not be liable to pay Reclamation Payments on account of costs incurred by the Company in connection with the Cancha Tailings Reclamation or the ▇▇▇▇▇▇ Tailings Reclamation (as applicable) subsequent to the time that a Governmental Body with appropriate jurisdiction gives notice to a Purchaser Group member confirming that it is satisfied that relevant works have been completed in accordance with the Coricancha Mine Closure Plan or the ▇▇▇▇▇▇ Tailings Abandonment Plan respectively; or

for the avoidance of doubt, Nyrstar will not be liable to pay to the Purchaser any Reclamation Payments on account of costs incurred by the Company to the extent such costs are connected with:

liability for injury, death or property damage suffered or incurred in connection with the Cancha Tailings Reclamation and the ▇▇▇▇▇▇ Tailings Reclamation;

regulatory fines or sanctions incurred by the Company in connection with works connected with the Cancha Tailings Reclamation and the ▇▇▇▇▇▇ Tailings Reclamation;

the Company’s overhead costs;

costs which are incurred, or for which the Company otherwise becomes liable, as a consequence of an act or omission after Completion of the Company or the Purchaser or a Related Body Corporate; or

costs which are incurred, or for which the Company otherwise becomes liable, as a consequence of not undertaking works in accordance with the Coricancha Mine Closure Plan (in the case of the Cancha Tailings Reclamation) or the ▇▇▇▇▇▇ Tailings Abandonment Plan (in the case of the ▇▇▇▇▇▇ Tailings Reclamation), as such plans may be amended from time-to- time by the Company (subject to the consent of Nyrstar, which cannot be unreasonably withheld) and as required by Applicable Law or by a direction or order of a Governmental Body that may apply to their reclamation.

If a notice of the sort referred to in clause 6(c)(iv) has not been given to a Purchaser Group member and Nyrstar otherwise reasonably believes relevant works have been completed, Nyrstar may notify the Purchaser of such belief and the Purchaser must promptly cause the Company to seek that confirmation (or otherwise) from the relevant Governmental Body. If the Governmental Body responds that it does not provide confirmations of that sort, Nyrstar may seek the appointment of an independent professional engineer who will, at Nyrstar’s cost, assess the relevant works and make a decision whether such works have been completed. If the independent professional engineer issues a written report confirming that, in the opinion of the professional engineer, such works have been completed in accordance with the relevant plan then in effect under this Agreement, then the following will apply:

Nyrstar will deliver a copy of the written report to the Purchaser;

the Purchaser will have a period of 20 Business Days from the receipt of the written report of the independent engineer engaged by Nyrstar to evaluate the determination of the independent engineer;

if the Purchaser does not accept the determination of the independent engineer engaged by Nyrstar, the Purchaser will deliver to Nyrstar a written report of a professional engineer independent of both the Company and the Purchaser confirming whether, in the opinion of that engineer, the work has been completed in accordance with the relevant plan then in effect under this Agreement (and the Company and the Purchaser may only engage one such engineer for this purpose);

if the Purchaser delivers the written report of an independent professional engineering opining that the work has not been completed in accordance with the relevant plan then in effect under this Agreement, the Purchaser and Nyrstar will engage in good faith discussions to resolve outstanding issues as to whether any work remains to be completed under the relevant plan then in effect under this Agreement; and

if the Purchaser accepts the determination of the independent engineer engaged by Nyrstar or do not deliver a written report of an independent professional engineer opinion that the work has not been completed in accordance with the relevant plan then in effect under this Agreement within the required 20 Business Days, the conclusion in the written report of the independent engineer engaged by Nyrstar will be binding and Nyrstar will not be liable to pay any further Reclamation Payments for the Cancha Tailings Reclamation or the ▇▇▇▇▇▇ Tailings Reclamation (as applicable).

No later than 20 Business Days before the start of the first quarter of the calendar year which follows Completion (and, if Completion occurs within 40 Business Days of the beginning of such a quarter, within 20 Business Days after Completion), the Purchaser must notify Nyrstar of the estimated actual costs to the Company of undertaking the Cancha Tailings Reclamation and the ▇▇▇▇▇▇ Tailings Reclamation in each quarter of the upcoming calendar year (and with respect to the initial calendar year in which Completion occurs, the first notice will include (i) estimated actual costs with respect to the period from the date of such notice to the end of the initial quarter, and each of the remaining quarters in the initial calendar year, and (ii) to the extent that any costs have been incurred between the date of Completion and the date of such notice, the amount of the costs actually incurred (or the Purchaser’s estimate of such costs) between Completion and the date of the notice) and reasonable evidence supporting that estimate, including details of the reclamation which is planned to be undertaken in the upcoming quarter (and in respect of the initial quarter in which Completion occurs, the details of the reclamation to be undertaken from the date of the notice to the start of the following quarter). Nyrstar must promptly review each notice, and if it has reasonable concerns with the estimated costs, Nyrstar and the Purchaser will have good faith discussions as soon as possible in an effort to agree a revised estimate. Within 10 Business Days after receipt of the Purchaser’s notice, and then no later than 10 Business Days before the start of each subsequent quarter, Nyrstar will pay to the Purchaser an amount equal to the Company’s estimate for the upcoming quarter (and in respect of the Purchaser’s initial notice, the aggregate of (i) the estimate for the period from the date of the notice to the end of the initial quarter, and (ii) the costs actually incurred (or the Purchaser’s estimate of such costs) between Completion and the date of the Purchaser’s notice), or such other amount as Nyrstar and the Purchaser may agree following good faith discussions, provided that if there is no agreement after good faith discussions, Nyrstar will pay the amount of the amount it believes is reasonable based on the good faith discussions held between Nyrstar and the Purchaser. The amount of expense funded by Nyrstar will be subject to the further adjustment contemplated by paragraph (g). Thereafter the Purchaser will ensure that the Company has sufficient cash available to pay relevant costs of the Cancha Tailings Reclamation and the ▇▇▇▇▇▇ Tailings Reclamation (or reimburse itself) during the upcoming quarter. In the event that the Purchaser is delayed for any reason in providing its required notice of the estimated actual reclamation costs in respect of a quarter such that this notice is not provided within the prescribed time period, then the time for Nyrstar to pay to the Purchaser the amount equal to estimate of the reclamation work for the upcoming quarter (subject to the further adjustment contemplated by paragraph (g)) will be extended to the date that is 10 Business Days from the date of receipt of notice from the Purchaser. In the event that Nyrstar has not provided funding for the amount of the estimate of the reclamation work in respect of a quarter, as determined and provided for herein, the Purchaser will have the right to cause the Company not to proceed with such reclamation work until such time as payment is received.

Within 20 Business Days after each quarter (or other period starting on Completion), the Purchaser must give Nyrstar a notice setting out:

the actual costs which the Company paid in the preceding quarter or period in connection with the Coricancha Mine Closure Plan and ▇▇▇▇▇▇ Tailings Abandonment Plan which exceeded the relevant estimate; together with

the amount which Nyrstar paid to the Purchaser in the preceding quarter or period which was not required to be paid because actual costs were less than the relevant estimate;

details of the reclamation which has occurred in the preceding quarter (or, in the case of the first notice, the reclamation between Completion and the start of the following quarter), including the report of a professional engineer (who will not be required to be independent of the Company or the Purchaser and who may be an employee of the Company or the Purchaser) confirming that the work completed by the Company during the preceding quarter (or relevant period) was completed in accordance with the Coricancha Mine Closure Plan and ▇▇▇▇▇▇ Tailings Abandonment Plan (as applicable), and the cost of reclamation per tonne (if applicable); and

details of the reclamation work that remains to be completed by the Company under the Coricancha Mine Closure Plan and ▇▇▇▇▇▇ Tailings Abandonment Plan including current schedules and cost estimates for completion of those works.

If:

a notice under paragraph (f) sets out costs of the sort referred to in paragraph (f)(i), the next amount paid by Nyrstar under paragraph (e) will be increased to the extent actual costs in the preceding quarter or period exceeded the relevant estimate for that quarter or period; and

a notice under paragraph (f) sets out an amount of the sort referred to in paragraph (f)(ii), the next amount paid by Nyrstar under paragraph (e) will be reduced by the amount by which actual costs in the preceding quarter or period were less than the relevant estimate for that quarter or period.

Nyrstar may from time to time and on reasonable notice send a representative of Nyrstar (including a contractor), and which person need not be independent of Nyrstar, to visit the Coricancha Mine Complex to review and assess and report on the status of the Coricancha Mine Closure Plan and ▇▇▇▇▇▇ Tailings Abandonment Plan and the corresponding works. The Purchaser will cause the Company to provide reasonable access to the Coricancha Mine Complex to such representative, as well as access to relevant information and persons who are involved in the relevant works, subject to execution of an appropriate non-disclosure agreement.

Indemnities from the parties

Subject to other terms of this Agreement (including the provisions of clause 11), Nyrstar will indemnify and save the Purchaser harmless from and against all Liabilities and Losses suffered or incurred by the Purchaser or the Company after Completion as a result of or arising directly or indirectly from, out of, with respect to or in connection with any of the following:

any warranties or representations made on the part of Nyrstar in this Agreement being untrue;

a breach or non-fulfillment of any agreement, term or covenant on the part of Nyrstar made or to be observed or performed under this Agreement, the Mine Closure Agreement, the Earn-Out Agreement or any other agreement or document delivered pursuant hereto;

fines and sanctions issued or amounts paid by the Company under any administrative, judicial or arbitration proceedings or regulatory actions relating to the Company or the Coricancha Mine Complex, including those set out in the SPA Disclosure Schedule, that have been commenced, or that relate to facts, circumstances or events that arose, before Completion, but excluding:

Liabilities and Losses to the extent caused or contributed to (but only to the extent contributed to) by the Purchaser or GPS since the date of the Option Agreement;

Liabilities and Losses that are caused by or are as a result of or connected with Nyrstar or the Company (or their respective representatives and contractors) undertaking a Work Program (as defined in the Option Agreement) in compliance with the terms of the Work Program or otherwise in accordance with the instruction of GPS, the Purchaser or their respective representatives, but not to the extent caused by or as a result of the wilful misconduct or negligence of Nyrstar or the Company or their representatives; and

Liabilities and Losses to the extent an act or omission of the Company, the Purchaser or a Related Body Corporate in connection with such fines or sanctions issued or amounts paid by the Company under any administrative, judicial or arbitration proceeding or regulatory actions cause the Liabilities or Losses to be greater than they would be in the absence of such act or omission;

legal costs incurred by the Company or the Purchaser in connection with the fines or sanctions issued or amounts paid by the Company under any administrative, judicial or arbitration proceedings or regulatory actions referred to in paragraph (iii), but only to the extent the Company and the Purchaser comply with clauses 8, 9 and 10, and then to the extent contemplated by those clauses.

Nyrstar’s maximum liability under clause 7(a)(iii):

is limited to US$4 million in the case of fines or sanctions issued or amounts paid by the Company under any administrative, judicial or arbitration proceedings or regulatory actions which are not under appeal as at the time immediately before Completion; and

is not limited in the case of fines or sanctions issued or amounts paid by the Company under any administrative, judicial or arbitration proceedings or regulatory actions which are under appeal as at the time immediately before Completion.

Subject to this Agreement, the Purchaser will indemnify and save Nyrstar harmless from and against all Losses suffered or incurred by Nyrstar after Completion as a result of or arising directly or indirectly from, out of, with respect to or in connection with any of the following:

any warranties or representations made on the part of the Purchaser in this Agreement being untrue;

a breach or non-fulfillment of any agreement, term or covenant on the part of the Purchaser or, after Completion, the Company, made or to be observed or performed under this Agreement, the Mine Closure Agreement, the Earn-Out Agreement or any other agreement or document delivered pursuant hereto;

Losses of the sort contemplated by clause 7(a)(iii) to the extent:

such Losses were caused or contributed to (but only to the extent contributed to) by the Purchaser or GPS since the date of the Option Agreement; and

such Losses that are caused by or are as a result of or connected with Nyrstar or the Company (or their respective representatives and contractors) undertaking a Work Program (as defined in the Option Agreement) in compliance with the terms of the Work Program or otherwise in accordance with the instruction of GPS, the Purchaser or their respective representatives, but not to the extent caused by or as a result of the wilful misconduct or negligence of Nyrstar or the Company or their representatives;

any Environmental Liabilities to the extent:

caused or contributed to (but only to the extent contributed to) by the Purchaser since the date of the Option Agreement; and

arising from events and activities that occurred after Completion.

Subject to other terms of this Agreement (including the provisions of clause 11):

Nyrstar will indemnify and save the Purchaser harmless from and against all Liabilities and Losses suffered or incurred by the Purchaser before Completion; and

the Purchaser will indemnify and save Nyrstar harmless from and against all Losses suffered or incurred by Nyrstar before Completion,

Notice of Claims

If a Party (“Indemnified Party”) becomes aware of any claim, suit, demand, proceeding or other matter under or in connection with this Agreement or a Transaction Document (“Claim”) against another Party (the “Indemnifying Party”), including pursuant to an indemnity, the Indemnified Party will as soon as reasonably practicable (and in any event, within 20 Business Days of becoming of a Claim) give written notice thereof to the Indemnifying Party (a “Notice of Claim”). Such Notice of Claim will specify whether the Claim arises as a result of a claim by a Person who is not a party against an Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and will also specify with reasonable particularity (to the extent that the information is available):

the factual basis for the Claim; and

the amount of the Claim, if known.

The Indemnified Party will not be liable in respect of a Claim unless the Indemnifying party gives a Notice of Claim in accordance with paragraph (a), and thereafter the Indemnified Party gives the Indemnifying Party access to all records relating to the Claim that is the subject of that notice and allows the Indemnifying Party a period of 30 Business Days to investigate the facts, matters or circumstances that may give rise to the Claim.

The parties acknowledge that Governmental Bodies responsible for Tax matters typically request a response to an inquiry or other claim or notice within 5 days. Without limiting paragraph (b), if:

a Purchaser Group member receives such an inquiry, claim or notice and it will or may lead to a Claim against Nyrstar, the relevant member will use commercially reasonable efforts to provide notice (which will not constitute a Notice of Claim) to Nyrstar of such inquiry, claim or notice within 2 Business Days of receipt by that member of notice from any Governmental Body relating to Taxes, and shall promptly seek an extension of time to respond to the relevant inquiry, claim or notice and notify Nyrstar of any extension which is granted. Nothing in this provision affects a Purchaser Group member’s obligation to give the Notice of Claim as soon as reasonably practicable; and

Nyrstar receives such an inquiry, claim or notice and it will or may lead to a Claim against the Purchaser or GPS, Nyrstar will use commercially reasonable efforts to provide notice (which will not constitute a Notice of Claim) to the Purchaser of such inquiry, claim or notice within 2 Business Days of receipt by Nyrstar of notice from any Governmental Body relating to Taxes, and shall promptly seek an extension of time to respond to the relevant inquiry, claim or notice and notify the Purchaser of any extension which is granted. Nothing in this provision affects Nyrstar's obligation to give the Notice of Claim as soon as reasonably practicable.

The obligations of an Indemnifying Party hereunder is conditional upon the Indemnified Party providing a Notice of Claim to the Indemnifying Party in accordance with clause 8(a), except in the case of any Claims based upon or relating to in any manner whatsoever to intentional misrepresentation or fraud by the Indemnifying Party or any officer, director, employee, representative or Related Body Corporate of the Indemnifying Party, as the case may be, which Claims may be made at any time from and after the Closing Date.

Subject to paragraph (g), in the event of a Claim against Nyrstar by the Purchaser and/or GPS under this Agreement that has not been satisfied or settled, the Purchaser will be entitled to withhold payment out of amounts payable under the Earn-Out Agreement to Nyrstar on account of the Earn- Out Consideration up to the amount of the Claim and such withheld amounts will be dealt with as follows:

in the event that it is determined under this Agreement that Nyrstar is obligated to make payment to the Purchaser or GPS in respect of the Claim, the Purchaser will be entitled to retain the amount of such withheld payment to the extent of the amount payable in respect of the Claim, which will be treated as having been paid in full to Nyrstar under the Earn-Out Agreement, and the amount owing by Nyrstar in respect of the Claim will be reduced by the amount of such withholding; and

in the event that it is determined under this Agreement, that Nyrstar is not obligated to make any payment to the Purchaser or GPS in respect of the Claim (including if the Purchaser or GPS does not proceed with relevant Claim), then the Purchaser will make payment of the amount of the Earn-Out Consideration withheld to Nyrstar forthwith; and

in the event that paragraph (ii) is applicable, the Purchaser will pay to Nyrstar, at the same time it makes the payment referred to in paragraph (ii), interest at a rate of 10% per annum, compounding annually, on the relevant amount, calculated from the date the payment was otherwise due until the date payment is actually made.

Without limiting clause 8(e)(iii), if a Party does not pay to another Party, on the relevant date for payment, an amount actually due in connection with a Claim, the first-mentioned Party will pay to the other Party (in addition to the amount due) interest at a rate of 10% per annum, compounding annually, on the relevant amount, calculated from the date the payment was otherwise due until the date payment is actually made.

The Purchaser or GPS (as applicable) may only withhold an amount pursuant to paragraph (e) if it has a legitimate and reasonable belief, after consultation with legal counsel, that its prospects of recovering an amount under the Claim are greater than 50%, and then only to the extent of the amount which it legitimately and reasonably believes it will recover.

Defence of Third Party Claims

With respect to any Third Party Claim, the Indemnifying Party will have the right, at its expense and at any time, to participate in or assume control of the negotiation, settlement or defence of the Third Party Claim by giving notice of its exercise of that right to the Indemnified Party. The Indemnified Party must not make any admission of liability, agreement, compromise or settlement in relation to the Third Party Claim unless the Indemnifying Party has failed to assume control after a reasonable period of time has passed following the issue of the relevant Notice of Claim.

If the Indemnifying Party elects to assume such control, the Indemnified Party must:

act in good faith and with due diligence in relation to the Third Party Claim (and if the Purchaser is the Indemnified Party it must procure that the Company also acts in good faith and with due diligence in relation to the Third Party Claim);

at the Indemnifying Party’s cost, give the Indemnifying Party all information and assistance as it may reasonably require in relation to the Third Party Claim, and regularly consult with the Indemnifying Party in relation to the conduct of proceedings or negotiations in relation to the Third Party Claim;

not make (and, where the Purchaser is the Indemnified Party, procure that the Company does not make) any admission of liability, agreement, compromise or settlement in relation to the Third Party Claim without the prior written consent of the Indemnifying Party;

the Indemnifying Party must give to the Indemnified Party all information as the Indemnified Party may reasonably require in relation to the Third Party Claim and must keep the Indemnified Party informed in relation to the conduct of any proceedings or negotiations in relation to the Third Party Claim.

If any Third Party Claim is of a nature such that the Indemnified Party is required by Applicable Law to make a payment to any Third Party with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party will, forthwith after demand by the Indemnified Party and if the payment is otherwise the subject of the relevant indemnity, reimburse the Indemnified Party for such payment.

If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party will, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party.

Settlement of Third Party Claims

Without limiting clause 9(a), if the Indemnifying Party does not exercise its right to assume control of the defence of any Third Party Claim, the Indemnified Party will have the exclusive right to contest, settle or pay the amount claimed. The Indemnified Party may seek external legal advice in connection with the exercise of such rights, and the Indemnifying Party will promptly reimburse the Indemnified Party the costs of such advice.

Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party will not make any admission of liability, agreement compromise or settlement in relation to any Third Party Claim without the written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

The Indemnified Party and the Indemnifying Party will consult and co- operate fully with each other on a timely basis with respect to Third Party Claims, and will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available). The Indemnified Party will make available to the Indemnifying Party or its representatives, on a timely basis, all documents, records and other materials in the possession of the Indemnified Party which are reasonably required by the Indemnifying Party for its use in connection herewith, all at the cost and expense of the Indemnifying Party.

Limitations of liability

Nyrstar will not be liable in respect of a Warranty Claim if the fact, matter or circumstance giving rise to the Warranty Claim:

is Fairly Disclosed in the Data Room, provided this qualification will not apply to any Warranty Claims arising in connection with the representations and warranties set forth in clause 11(s)(v)(A);

is Fairly Disclosed or described in this Agreement or the SPA Disclosure Schedule;

is known to the Purchaser or GPS (which means that it is actually known to any one or more of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇) on the basis of what is actually known and on the basis they have made due and diligent inquiry of such other persons as would be reasonable in connection with the entry by GPS and the Purchaser into the transactions contemplated by this Agreement and the Option Agreement), or has been included in a report (or any other form of writing) provided to Purchaser or GPS from one of the Purchaser’s or GPS’s legal, technical or tax advisors before the date of this Agreement in connection with their advice to the Purchaser and GPS and due diligence in connection with the transactions contemplated by this Agreement and the Option Agreement; or

is Fairly Disclosed in the Financial Statements.

Nyrstar will not be liable in respect of a Claim unless:

the corresponding Notice of Claim is received by Nyrstar no later than:

4 years after Completion in respect of a Warranty Claim arising out of a breach of the Warranty in clause 14(ll); and

18 months after Completion in respect of any other Claim;

within 12 months after the Notice of Claim is received by Nyrstar either the Claim has been satisfied or settled or the Purchaser or the Company has commenced proceedings against Nyrstar in respect of the Claim, unless and to the extent that the Purchaser and/ or GPS determines to defer commencement of proceedings against Nyrstar in order that the Claim may be satisfied by amounts payable to Nyrstar under the Earn-Out Agreement, provided that:

the Purchaser or GPS must give notice to Nyrstar promptly after determining that it will defer commencement of proceedings;

such proceedings may not be deferred beyond the Termination Date set forth in the Earn-Out Agreement (and in this event, Nyrstar will not be entitled to assert any right to proceed with the Claim is barred by any statute of limitations); and

the Purchaser or GPS (as applicable) may only defer commencement of proceedings if it has a legitimate and reasonable belief, after consultation with legal counsel, that its prospects of recovering an amount under the corresponding Claim are greater than 50%;

the Company is a Related Body Corporate of the Purchaser, and the Purchaser otherwise is the beneficial owner of the Business, on the date the Notice of Claim is received by Nyrstar and at all times until the Claim is resolved.

Neither Nyrstar nor, before Completion, the Company will be liable in respect of a Claim unless the amount that the Purchaser would be entitled to recover in relation to that claim is at least:

US$25,000 if the Claim is a Warranty Claim; or

US$5,000 (if the Claim is not a Warranty Claim).

Neither Nyrstar nor, before Completion, the Company will be liable in respect of a Warranty Claim unless the aggregate amount that GPS or the Purchaser would be entitled to recover, but for this paragraph (d), in relation to all Warranty Claims is at least US$100,000, in which case Nyrstar or the Company (as applicable) is liable for the whole of that amount and not merely the excess.

Neither Nyrstar nor, before Completion, the Company will be liable in respect of a Claim to the extent that:

the fact, matter or circumstance giving rise to the Claim gives rise to a tax payment or tax refund for the benefit of GPS, the Purchaser or, if Completion occurs, the Company, but only to the extent of such tax payment or tax refund;

GPS, the Purchaser or, if Completion occurs, the Company, recovers the amount claimed under a contract of insurance, provided that the Purchaser, GPS (and, after Completion, the Company) must take reasonable steps to pursue payments from relevant contracts of insurance where they otherwise provide coverage in relation to the relevant fact, matter or circumstance giving rise to the relevant Claim;

the circumstances giving rise to the Claim are remedied by Nyrstar or, before Completion, the Company to the reasonable satisfaction of the Purchaser within 30 Business Days after receiving the corresponding Notice of Claim from the Purchaser;

the Claim arises out of anything done or omitted to be done in accordance with the terms of this Agreement or a Transaction Document or with the prior written approval of the Purchaser or GPS;

the Claim arises out of any voluntary act, omission or transaction carried out after Completion by or on behalf of the Purchaser, GPS or the Company; or

the amount of the Claim is increased as a result of the failure of the Purchaser to comply with its obligations under this Agreement in respect of that Claim.

The maximum aggregate amount recoverable by GPS and the Purchaser (and, after Completion, the Company) from Nyrstar in relation to all Claims is an amount equal to the aggregate of the following amounts (in aggregate, the “Indemnity Cap”):

the Purchase Price which has been actually paid to Nyrstar;

all amounts representing the Earn-Out Consideration that are actually paid to Nyrstar under the Earn Out Agreement and, if applicable, all amounts representing the Earn-Out Consideration that are payable to Nyrstar but are withheld from Nyrstar under clause 8(e) of this Agreement;

the amount of US$1,500,000 paid by the Purchaser to Nyrstar under the Option Agreement; and

the amount of the Mine Closure Bond, less any amounts released on account of the Mine Closure Bond under the Mine Closure Agreement, provided that such amount will only be recoverable by GPS and the Purchaser to the extent GPS or the Purchaser has a claim against Nyrstar under the Mine Closure Agreement for failing to pay an amount otherwise due in relation to the Mine Closure Bond.

Notwithstanding the above calculation of the Indemnity Cap in clause 11(f), in the event of a Claim against Nyrstar made prior to the Termination Date under the Earn-Out Agreement, if the amount of the Claim at the time it is made under this Agreement is in excess of the Indemnity Cap calculated at such time, then (i) the amount of the Indemnity Cap will be deemed to increase by any amounts that may subsequently become payable to Nyrstar on account of the Earn-Out Consideration, and (ii) the Purchaser and/ or GPS may withhold subsequent amounts of the Earn-Out Consideration actually due and payable to Nyrstar under the Earn-Out Agreement and apply such payments to the amounts owed by Nyrstar in respect of the Claim until such time as the amount of the Claim is satisfied in full.

If Nyrstar has made a payment to GPS or the Purchaser in relation to any Claim and GPS, the Purchaser or the Company, has or subsequently obtains a right to recover an amount from any person other than Nyrstar in connection with the fact, matter or circumstance that gave rise to the Claim, the Purchaser must:

promptly notify Nyrstar of that right of recovery and provide all information in relation to the circumstances giving rise to that right as Nyrstar may reasonably require; and

take all reasonable steps to enforce (or procure the enforcement of) that right of recovery.

If Nyrstar has made a payment to GPS or the Purchaser in respect of a Claim (“GPS Claim Amount”) and after that payment is made GPS or the Purchaser, or, if Completion occurs and Nyrstar made that payment, the Company, receives any payment (including a tax payment or tax refund) by reason of the fact, matter or circumstance to which the Claim relates (“GPS Recovery Amount”), then GPS, the Purchaser or the Company, as the case may be, must as soon as reasonably practicable pay (or procure payment) to Nyrstar an amount equal to the lesser of the GPS Claim Amount and the GPS Recovery Amount less:

all costs incurred by GPS, the Purchaser and the Company (after Completion) in recovering the GPS Recovery Amount (including any increase in insurance premiums in respect of future periods); and

any Tax payable by GPS, the Purchaser and, if Completion occurs, the Company, as a result of receiving the GPS Recovery Amount.

GPS and the Purchaser will not be liable in respect of a Claim unless:

the corresponding Notice of Claim is received by the Purchaser no later than 18 months after Completion;

within 12 months after the Notice of Claim is received by the Purchaser either the Claim has been satisfied or settled or the Nyrstar has commenced proceedings against the Purchaser in respect of the Claim; and

the Company is a Related Body Corporate of the Purchaser, and the Purchaser otherwise is the beneficial owner of the Business, on the date the Notice of Claim is received by the Purchaser and at all times until the Claim is resolved.

GPS and the Purchaser will not be liable in respect of a Claim unless the amount that Nyrstar or, if Nyrstar owns the shares in the Company at the time the application of this paragraph is assessed, the Company, would be entitled to recover in relation to that claim is at least:

US$25,000 if the Claim is a Warranty Claim; or

US$5,000 if the Claim is not a Warranty Claim.

GPS and the Purchaser will not be liable in respect of a Warranty Claim unless the aggregate amount that Nyrstar or, if Nyrstar owns the shares in the Company at the time the application of this paragraph is assessed, the Company, would be entitled to recover, but for this paragraph (l), in relation to all Warranty Claims is at least US$100,000, in which case GPS and the Purchaser (as applicable) are liable for the whole of that amount and not merely the excess.

Neither GPS nor the Purchaser will be liable in respect of a Claim to the extent that:

the fact, matter or circumstance giving rise to the Claim gives rise to a tax payment or tax refund for the benefit of Nyrstar or, before Completion, the Company;

Nyrstar or (if Nyrstar owns the Company at the time the application of this paragraph is assessed) recovers the amount claimed under a contract of insurance, provided that Nyrstar (and, before Completion, the Company) must take reasonable steps to pursue payments from relevant contracts of insurance where they otherwise provide coverage in relation to the relevant fact, matter or circumstance giving rise to the relevant Claim;

the circumstances giving rise to the Claim are remedied by GPS or the Purchaser to the reasonable satisfaction of Nyrstar within 30 Business Days after receiving the corresponding Notice of Claim from Nyrstar or the Company, as applicable;

the Claim arises out of anything done or omitted to be done in accordance with the terms of this Agreement or a Transaction Document or with the prior written approval of Nyrstar or, before Completion, the Company;

the Claim arises out of any voluntary act, omission or transaction carried out after Completion by or on behalf of Nyrstar or, until Completion, by the Company; or

the amount of the Claim is increased as a result of the failure of Nyrstar or (before Completion) the Company to comply with its obligations under this Agreement in respect of that Claim.

The maximum aggregate amount recoverable by Nyrstar and (before Completion) the Company from GPS or the Purchaser in relation to all Claims is an amount equal to the Indemnity Cap. For the avoidance of doubt, the maximum aggregate amount referred to in this paragraph will not be reduced by payments made by GPS or the Purchaser to the Company after Completion in respect of Claims made by the Company.

If GPS or the Purchaser has made a payment to Nyrstar in relation to any Claim and Nyrstar or, before Completion, the Company has or subsequently obtains a right to recover an amount from any person other than GPS or the Purchaser in connection with the fact, matter or circumstance that gave rise to the Claim, Nyrstar must:

promptly notify GPS of that right of recovery and provide all information in relation to the circumstances giving rise to that right as GPS may reasonably require; and

take all reasonable steps to enforce (or procure the enforcement of) that right of recovery.

If GPS or the Purchaser has made a payment to Nyrstar or, before Completion, the Company in respect of a Claim (“Nyrstar Claim Amount”) and after that payment is made Nyrstar receives any payment (including a tax payment or tax refund) by reason of the fact, matter or circumstance to which the Claim relates (“Nyrstar Recovery Amount”), then Nyrstar must as soon as reasonably practicable pay (or procure payment) to the Purchaser an amount equal to the lesser of the Nyrstar Claim Amount and the Nyrstar Recovery Amount less:

all costs incurred by Nyrstar or, before Completion, the Company in recovering the Nyrstar Recovery Amount (including any increase in insurance premiums in respect of future periods); and

any Tax payable by Nyrstar or, before Completion, the Company as a result of receiving the Nyrstar Recovery Amount.

Each party must mitigate any Losses that it may suffer or incur in connection with this Agreement.

No party is liable to any other party for any Loss under this Agreement (including for breach of this Agreement):

which does not arise naturally or in the usual course of things from that breach; or

which constitutes, or arises from or in connection with, a loss of revenue, profit or opportunity, loss of goodwill or loss of business reputation, even if that loss arises naturally or in the usual course of things from that breach,

Except as expressly provided below, none of the limitations in this clause 10 (other than clauses 11(e), 11(h), 11(i), 11(m), 11(o), 11(p), 11(q) and 11(r)) apply to any Claim to the extent that it arises out of, or is increased as a result of:

with respect to Claims against GPS and the Purchaser:

a Warranty Claim resulting from a breach of any of the representations or warranties set out in:

clause 13(d) (Corporate Organization/ Capacity);

clause 13(e) (Enforceability);

clause 13(f) (Corporate Authority);

clause 13(i) (Bankruptcy/ Insolvency);

clause 13(j) (Winding Up/ Dissolution);

a breach by GPS or the Purchaser of clause 5(h) (Taxes and Tax Returns) or clause 3(c);

a breach or non-fulfillment of any agreement, term or covenant on the part of GPS or the Purchaser made or to be observed or performed under the Earn-Out Agreement by GPS or the Purchaser, which shall be governed by and subject to the limitations on liability set forth in the Earn-Out Agreement; and

a breach or non-fulfillment of any agreement, term or covenant on the part of:

the Company, the Purchaser or GPS made or to be observed or performed under the clause 6 of this Agreement by the Company, the Purchaser or GPS, which shall be governed by and subject to the limitations on liability set forth in clause 6 of this Agreement or a breach of clause 18; or

the Company made or to be observed or performed under the Mine Closure Agreement by the Company, which shall be governed by and subject to the limitations on liability set forth in the Mine Closure Agreement;

with respect to Claims against Nyrstar and, prior to completion, the Company:

a Warranty Claim resulting from a breach of any of the representations or warranties set out in:

clause 14(a) (Corporate Organization);

clause 14(b) (Corporate Authority)

clause 14(c) (Enforceability);

clause 14(f) (Bankruptcy/ Insolvency)

clause 14(g) (Winding Up/ Dissolution);

clause 14(i) (Outstanding Company Shares);

clause 14(j) (Ownership of Purchased Shares);

clause 14(k) (Title to Purchased Shares);

clause 14(l) (Encumbrances);

clause 14(n) (Options);

clause 14(x) (Financial Statements), provided that such Warranty Claims will be subject to the limitations on liability with respect to threshold amounts set forth in clauses 11(k) and 11(l);

clause 14(z) (No Bank Facility or Loans), provided that such Warranty Claims will be subject to the limitations on liability with respect to threshold amounts set forth in clauses 11(k) and 11(l);

clause 14(aa) (No Liabilities to Nyrstar), provided that such Warranty Claims will be subject to the limitations on liability with respect to threshold amounts set forth in clauses 11(k) and 11(l);

clause 14(bb) (Working Capital), provided that such Warranty Claims will be subject to the limitations on liability with respect to threshold amounts set forth in clauses 11(k) and 11(l);

a breach by Nyrstar of clause 5(h) (Taxes and Tax Returns);

a breach or non-fulfillment of any agreement, term or covenant on the part of Nyrstar made or to be observed or performed under clauses 7(a)(iii) and 7(a)(iv), which shall be governed by the limitations on liability set forth in clause 7(b);

a breach or non-fulfillment of any agreement, term or covenant on the part of Nyrstar made or to be observed or performed under the Earn-Out Agreement, which shall be governed by and subject to the limitations on liability in the Earn-Out Agreement; and

a breach or non-fulfillment of any agreement, term or covenant on the part of Nyrstar made or to be observed or performed under clause 6 of this Agreement which shall be governed by and subject to the limitations on liability in clause 6 of this Agreement or a breach of clause 18;

a breach or non-fulfillment of any agreement, term or covenant on the part of Nyrstar made or to be observed or performed under the Mine Closure Agreement by Nyrstar which shall be governed by and subject to the limitations on liability in the Mine Closure Agreement;

any fraud, wilful default or wilful concealment by a party.

Release and Waiver

With effect from Completion, Nyrstar, for and on behalf of themselves and their Related Bodies Corporate, agree to release, waive and forever discharge the Company and its Related Bodies Corporate from any and all claims, causes of action, obligations, liabilities or losses whether known or unknown, in relation to those events occurring before the Closing Date, except to the extent the Company and its Related Bodies Corporate have obligations and responsibilities under this Agreement or a Transaction Document in relation to that period.

From Completion the Purchaser waives and must procure that the Company waives all rights and claims that it may have personally against the current and former officers and employees of Nyrstar and Nyrstar’s Related Bodies Corporate (excluding the Company) in relation to any matter arising directly or indirectly in connection with this agreement, a Transaction Document, the Option Agreement or the sale of the Purchased Shares, except to the extent that those rights or claims arise out of the fraud, wilful misconduct or wilful default of such individuals. The parties acknowledge and agree that:

Nyrstar has sought and obtained this waiver as agent for and on behalf of those individuals and holds the benefit of this clause 12(b) as trustee for them; and

the provisions of this clause 12(b) may be enforced by Nyrstar on behalf of and for the benefit of those individuals, and those individuals (and their heirs and executors) may plead this clause 12(b), in answer to any claim made by the Purchaser or the Company against them.

From Completion, each party to the Option agreement waives, releases, and forever discharges each other party to the Option Agreement from any and all claims, causes of action, obligations, liabilities or losses whether known or unknown, arising under or in connection with the Option Agreement.

the Purchaser is interested in the Purchased Shares and the objective of this Agreement is the acquisition of said Purchased Shares;

the Purchaser declares and acknowledges that it has had the opportunity to conduct its own legal, commercial, technical, tax and financial due diligence investigation with respect of the Company;

the Purchaser declares and acknowledges that the Company’s insurance policies derive from a Master Policy of the Nyrstar group. Hence, that said policies will no longer cover the Company after Completion;

each of the Purchaser and GPS is duly incorporated and is duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation and it has the legal and corporate capacity, power and authority to execute and deliver this Agreement and all other agreements, instruments and other documents contemplated hereby or thereby and to take all actions required hereby and thereby and has obtained all necessary approvals in connection therewith, and is duly authorized and licensed to own its assets and to carry on its business;

this Agreement constitutes legal, valid and binding obligations and is enforceable in accordance with its terms;

each of the Purchaser and GPS has the necessary corporate power and authority, and has taken all necessary corporate action, to duly authorize, execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to perform its obligations thereunder;

this Agreement and the Transaction Documents to which each of the Purchaser and GPS is or will be a party have been (or will be, when executed and delivered) duly executed and delivered by it and constitute (or will constitute when executed and delivered) valid and binding obligations enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar law affecting the rights of creditors generally;

the execution and delivery by each of the Purchaser and GPS of this Agreement and the Transaction Documents to which it is or may become a party and the consummation of the transactions contemplated thereby do not or will not, as applicable, conflict with, violate, result in a breach of, or constitute a default under or, except for Governmental Approvals, require the consent of, notice to or authorization or approval of any Person under any obligation (including any statutory, contractual or fiduciary obligation) or constitute or result in any default under any provision of its constitution or any material provision of any agreement, deed, writ, order, injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it is bound;

there has not been any petition or application filed, or any judicial or administrative proceeding commenced which has not been discharged, by or against either of the Purchaser or GPS relating to bankruptcy, insolvency, reorganization, fraudulent transfer, compromise, arrangement of debt, creditors’ rights and no assignment has been made by it for the benefit of creditors;

no meeting has been convened or resolution or petition proposed or order made for either the Purchaser or GPS to be wound up or dissolved; and

this Agreement does not conflict with or result in a breach of any obligation (including any statutory, contractual or fiduciary obligation) or constitute or result in any default under any provision of its constitution or any material provision of any agreement, deed, writ, order, injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it is bound.

each of Nyrstar International, Nyrstar Netherlands, and the Company is duly incorporated and is duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation and has the corporate capacity and is duly authorized and licensed to own its assets and to carry on its business, including, in the case of the Company, the Assets and the Business;

each of Nyrstar International, Nyrstar Netherlands and the Company has the necessary corporate power and authority, and has taken (or will take before Completion) all necessary corporate action, to duly authorize, execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to perform its obligations thereunder;

this Agreement and the Transaction Documents to which each of Nyrstar International, Nyrstar Netherlands and the Company is or will be a party have been (or will be, when executed and delivered) duly executed and delivered by it and constitute (or will constitute when executed and delivered) valid and binding obligations enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar law affecting the rights of creditors generally;

the execution and delivery by each of Nyrstar International, Nyrstar Netherlands and the Company of this Agreement and the Transaction Documents to which it is or may become a party and the consummation of the transactions contemplated thereby do not or will not, as applicable, conflict with, violate, result in a breach of, or constitute a default under or, except for Governmental Approvals, require the consent of, notice to or authorization or approval of any person under any obligation (including any statutory, contractual or fiduciary obligation) or constitute or result in any default under any provision of its constitution or any material provision of any agreement, deed, writ, order, injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it is bound;

this Agreement does not conflict with or result in a breach of any obligation (including any statutory, contractual or fiduciary obligation) or constitute or result in any default under any provision of its constitution or any material provision of any agreement, deed, writ, order, injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it is bound;

there has not been any petition or application filed, or any judicial or administrative proceeding commenced which has not been discharged, by or against any of Nyrstar International, Nyrstar Netherlands or the Company relating to bankruptcy, insolvency, reorganization, fraudulent transfer, compromise, arrangement of debt, creditors’ rights and no assignment has been made by any of them for the benefit of their respective creditors;

no meeting has been convened or resolution or petition proposed or order made for any of Nyrstar International, Nyrstar Netherlands or the Company to be wound up or dissolved;

as at the date of this Agreement the Existing Shares comprise the whole of the Company's allotted and issued share capital, are fully paid up and have been duly issued and allotted, and as of the date of this Agreement, there are 31,605,886 Shares issued and outstanding;

as at the time immediately prior to Completion the Purchased Shares comprise the whole of the Company's allotted and issued share capital, are fully paid up and have been duly issued and allotted;

immediately before the transfer of the Purchased Shares on Completion, the Existing Shareholders will be the registered and beneficial owners of all of the issued Shares and there are no other instruments issued by the Company that give rise to or could give voting interest in the Company;

upon the transfer to the Purchaser and registration of the Purchased Shares, the Purchaser will acquire title to the Purchased Shares;

there is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of the Shares or unissued shares in the capital of the Company;

as far as Nyrstar is aware, no Person has claimed to be entitled to an Encumbrance in relation to any of the Shares;

no Person has any right or option to subscribe for or to otherwise acquire any further shares in the Company;

there are no outstanding options, contracts, calls, first refusals, commitments, rights or demands of any kind relating to the issued or unissued capital of the Company;

the Company is not under any obligation to allot any shares to any Person or Persons, or to otherwise alter the structure of its unissued share capital, and no option exists (nor is the Company under any obligation to give any option) over any part of its unissued share capital, nor has the Company offered to do any of the foregoing;

the Company does not own, nor does it have any obligation to acquire, any shares or interest in any Person;

as at the time immediately prior to the execution of the Option Agreement it has not withheld from the Purchaser any material due diligence information which might affect the willingness of the Purchaser, acting reasonably, to enter into and complete the transactions contemplated by this agreement;

the due diligence information supplied or conveyed to the Purchaser or the Purchaser’s agents, employees or advisers by the Company or any of the Company’s agents, employees or advisers, prior to the execution of the Option Agreement, when considered as a whole, is not misleading or deceptive. For the purposes of this Warranty, the due diligence information does not include:

any financial statements other than the Financial Statements;

any information, document, representation, statement, view or opinion to the extent that it contains or expresses a forecast, prediction or projection or is otherwise forward looking; and

any information, document, representation, statement, view or opinion to the extent that the same was not prepared, made or expressed by Nyrstar, the Company or its representations;

the Company has obtained all material Permits required for the Business as at the date of this Agreement. All such Permits are in good standing and as far as Nyrstar is aware there is no basis for their revocation or invalidation by the relevant Governmental Bodies as a consequence of any action or inaction on the Company’s part;

as at the time immediately prior to the execution of the Option Agreement the Company has applied for the Pending Permits and, as far as Nyrstar is aware, there is no basis for the relevant Governmental Bodies not to approve such applications as a consequence of any action or inaction on the Company’s part;

the Company holds all material Permits, other than the Pending Permits, required for the conduct of the Business (as conducted as at the date of this Agreement) including the Permits listed in the SPA Disclosure Schedule;

neither Nyrstar nor the Company has received notice of the existence of any facts that will cause or that may potentially cause any condemnation, expropriation or similar proceedings affecting any the Business or the Assets and there has been no claim from third parties or notice from any Governmental Body of any intention to convert any or all of the Coricancha Mine Complex or any area the subject of the concessions in Schedule 3 into any protected area such as a park or an archaeological area;

upon delivery to the Purchaser, the Financial Statements will present reasonably in every material respect the assets, liabilities and financial position of the Company as at the relevant dates, and for the relevant periods, to which the Financial Statements relate, in accordance with International Financial Reporting Standards;

the Company has not guaranteed, or agreed to guarantee, any debt, liability or other obligation of any Person;

as at the time immediately before Completion, the Company shall not have any indebtedness or liabilities owing to or financing outstanding with any third party under any bank facility, loan agreement or other arrangement providing financial accommodation;

as at the time immediately prior to Completion, the Company shall not have any debt or financing outstanding or payable or liabilities owed to Nyrstar or its Related Bodies Corporate and completion of the transactions under and in accordance with the Reorganization Plan will not have resulted in the creation of any liabilities owed by the Company to any third party, other than with respect to Taxes;

as at the time immediately prior to Completion, the net working capital of the Company calculated as provided for in Schedule 8 and calculated in accordance with the terms of this Agreement, will not be less than US$800,000;

all transactions of the Company have been recorded in the appropriate Books and Records of the Company in compliance with the requirements of Applicable Law and such Books and Records are have been maintained and retained in accordance with Applicable Law and accounting requirements as per generally accepted accounting principles in Peru;

the Company has been funded by equity or contributions of capital in accordance with Applicable Law, which form part of the capital attributable to the Purchased Shares and such shares have been properly registered in the Books and Records of the Company and with all appropriate Governmental Bodies, and in connection with such funding, the Company has obtained all Governmental Approvals required under Applicable Law;

as far as Nyrstar is aware, no fact or circumstance exists which might invalidate or give rise to a ground for termination, avoidance or repudiation of an agreement, arrangement or obligation to which the Company is a party and which is material to the Company, other than intercompany arrangements with members of the Nyrstar Group. No party with whom the Company has entered into such an agreement, arrangement or obligation has given notice of its intention to terminate, or has sought to repudiate or disclaim, the agreement, arrangement or obligation. Likewise no third party has claimed or given notice of its intention to invalidate by any means any agreement, arrangement or obligation which is material to the Company;

all community agreements executed by the Company included in Schedule 3, including those with the Community of Tambo de Viso and the Community of San Antonio, have been renewed and are in full, force and effect, the Company has complied with all obligations under such agreements, and, to the knowledge of the Company, each of the communities has complied with its respective obligations under such agreements;

as far as Nyrstar is aware, neither the Company nor any party with whom the Company has entered into an agreement, arrangement or obligation which is material to the Company is in material breach of the agreement, arrangement or obligation and, as far as Nyrstar is aware, no fact or circumstance exists which might give rise to a breach of this type;

each of the Company’s insurance policies is valid and enforceable and is not void or voidable, but only until Completion occurs;

as far as Nyrstar is aware, there is no outstanding judgment, order, decree, arbitral award or decision of a court, tribunal, arbitrator or other Governmental Body against the Company or a Person for whose acts or defaults the Company may be vicariously liable;

there are (i) no ongoing or, as far as Nyrstar is aware, threatened, claims, notices, investigations or arbitrations, before or by, or any matters under discussion with, any Governmental Body, which affect in any material manner or materially interfere with the ownership of the Purchased Shares, (ii) no outstanding judgments, claims, notices, investigations, orders, decrees, writs, injunctions, decisions, rulings or awards against, with respect to, or in any manner affecting the Purchased Shares, or the Company, the Business or the Assets, and (iii) as far as Nyrstar is aware, no grounds, facts or circumstances which exist as at the date of this Agreement which could give rise to any of the foregoing;

to the knowledge of Nyrstar, the Data Room, the SPA Disclosure Schedule and the Financial Statements, when considered as a whole, Fairly Disclose all material Liabilities of the Company;

the Company has filed or caused to be filed, in a timely manner all Tax Returns required to be filed by it under Applicable Law (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, subject to any legitimate dispute that Nyrstar or the Company has made in relation to assessed Taxes. The Company has provided adequate accruals in accordance with applicable reporting standards in the Financial Statements for any Taxes for the period covered by such financial statements which have not been paid, whether or not shown as being due on any Tax Returns. Since the date of the Financial Statements, no material liability for Taxes not reflected in such financial statements or otherwise provided for has, as far as Nyrstar is aware, been assessed, proposed to be assessed, incurred or accrued other than in the ordinary course of business. To the knowledge of Nyrstar and the Company, there are no material proposed (but unassessed) additional Taxes and none have been asserted by any taxing authority, including, without limitation, any sales tax authority, in connection with any of the Tax Returns referred to above, and no waiver of any statute of limitations has been given or requested with respect to the Company. No lien for Taxes has been filed or exists other than for Taxes not yet due and payable. No taxation authority, foreign or domestic, has asserted or threatened to assert any assessment, claim or liability for Taxes due or to become due in connection with any review or examination of Tax Returns of the Company (including, without limitation, any predecessor companies);

Nyrstar International is a resident of the Netherlands for tax purposes;

Nyrstar Netherlands is a resident of the Netherlands for tax purposes;

according to the tax legislation and treaties as applicable as at the date of this Agreement, the Company is a resident of Peru for tax purposes, including but not limited pursuant to the Canada-Peru Income Tax Convention;

the plant and equipment listed in Schedule 2 is:

all of the plant and equipment necessary to operate the Coricancha Mine Complex consistent with the manner in which the Company, whilst owned by Nyrstar, has operated it;

legally and beneficially owned solely by the Company free from any Encumbrance, other than the Permitted Encumbrances; and

where capable of possession, in the possession or under the control of the Company;

the:

real property, leases and concessions listed in Schedule 3 are all of the land usage and mining rights necessary to operate the Coricancha Mine Complex consistent with the practice of the Company whilst owned by Nyrstar;

real property, leases and concessions listed in Schedule 3 are legally and beneficially owned or held solely by the Company free from any Encumbrance other than the Existing Liens and the Permitted Encumbrances. In that sense, all agreements under which the Company is using third party lands are valid, enforceable and there is no cause for their termination or invalidation as a consequence of any action or inaction on the Company’s part; and

the concessions listed in Schedule 3 are valid and in good standing according to the laws of Peru and there is no cause that may trigger their termination. In addition, except for the payments related to the penalties for the year 2016 for the concessions into the UEA Mina Coricancha, the Company has complied with all payments for license fees (derecho de vigencia) and penalties (penalidades) for its concessions listed in Schedule 3;

Nyrstar and the Company have all the necessary Governmental Approvals to lawfully hold the Purchased Shares and the Company has all the necessary Governmental Approvals to enable the Company to lawfully own the Assets and carry on the Business in the manner it is carried on as at the date of this Agreement, and all such Governmental Approvals are valid and subsisting. Nyrstar and the Company, as the case may be, are in compliance with all such Governmental Approvals, have satisfied all material conditions pertaining thereto, and have timely filed all statements and reports required by such Governmental Approvals and by Applicable Law to which they are subject. Neither the Nyrstar nor the Company are, and have not been, involved in a proceeding to revoke, restrict or suspend any such Governmental Approval, nor (as far as Nyrstar is aware) is any proceeding pending or threatened which could reasonably be expected to have such an effect;

neither of Nyrstar Netherlands nor Nyrstar International nor their respective affiliates owns any properties or Assets or has any rights relating to the Business, other than the Nyrstar Assets;

the SPA Disclosure Schedule contains a complete and accurate list of the names of all employees of the Company who are employees as at the date of this Agreement, including Departing Employees, specifying for each employee: (i) length of service, (ii) age, (iii) title, (iv) rate of salary and any bonus payable, (v) accrued and unpaid banked overtime and vacation liability; (vi) any statutory liabilities or penalties for unused or unpaid vacation (“indemnización vacacional”); (vii) the estimated amount of the severance or other termination of employment payments and obligations that would be owed to each employee if the Company were to terminate each employee as of the Completion Date, and (vii) any additional obligations to employees of the Company, together with a confirmation on whether these additional employment obligations are accrued in the Financial Statements. The Company has no pension plan, profit sharing plan, deferred compensation plan, or similar plan or contract or agreement, whether oral, written or implied, with any Person; and each such Person is entitled to such severance or other payment in the event his or her employment or engagement is terminated as is specified in the SPA Disclosure Schedule. The Company has not received any notice of any complaint filed by any of its employees against the Company claiming that the Company has violated any laws applicable to employee or human rights, or of any complaints or proceedings of any kind involving the Company or any of the employees of the Company before any labour relations board. With respect to the Departing Employees, the Company will have no further liability, indebtedness or obligations to such Departing Employees as at the Closing Date; and

the Company is in material compliance with all currently Applicable Laws and collective bargaining agreements respecting employment, wages, hours and occupational safety and health and employment practices. According to its records, the Company has withheld all amounts required by law or by collective bargaining agreements to be withheld from the wages, salaries, and other payments to employees of the business of the Company; has filed all declarations, returns and reports to be filed with respect to social security and welfare laws and paid all relevant social or welfare charges when due; and is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing.

During the period of 5 years from the date of Completion, if the Company or any Related Body Corporate of the Company (for the purposes of this clause 16, the “Seller”) intends to tender for sale any zinc or lead concentrates produced (or to be produced) at the Coricancha Mine Complex (the “Tendered Concentrates”), then subject to paragraph 16(g) the Seller will give notice in writing of that intention to Nyrstar (“Sales Notice”). The Sales Notice must contain reasonable estimate of the relevant concentrates (including estimates of tonnage and concentrate quality), the terms and conditions on which the Seller intends to sell the concentrates.

Nyrstar shall have not less than 5 Business Days after receipt of the Sales Notice to notify the Seller of the price and payment terms it (or a Related Body Corporate) will offer for the relevant concentrates. During this initial 5 Business Day period, the Seller agrees not to solicit any bids or offers for the purchase of Tendered Concentrates.

If the Seller does not accept Nyrstar’s offer to purchase, or Nyrstar does not provide an offer to purchase the Tendered Concentrates within 10 Business Days of the receipt of the Sales Notice, the Seller will be free to sell the Tendered Concentrates to any other party.

The Seller will provide reasonable information to Nyrstar of the reason for not accepting Nyrstar’s offer to purchase the Tendered Concentrates from time to time on request. However, the Seller will not be obligated to disclose any specific information regarding third party bids or offers which are confidential.

A similar process will apply if the Seller intends to enter into any long- term offtake arrangement for the sale of lead and zinc concentrates (greater than one year’s forecasted production). The Seller will provide notice to Nyrstar and the same terms in paragraph (c) will apply.

The Seller must keep confidential any notice given by Nyrstar under this clause 16 and the terms of any agreement reached with Nyrstar pursuant to this clause 16.

The Seller may, but is not required to, give Nyrstar a Sales Notice in relation to Tendered Concentrates to the extent:

either:

the Seller sells the relevant Tendered Concentrates to a third party for the purposes of testing those concentrates to assess the feasibility of future purchases; or

the Seller sells the relevant Tendered Concentrates on a spot basis because the counterparty to an existing contract for those concentrates has not performed, or has indicated it will not perform, its obligations under that contract, and/or the Seller otherwise has a reasonable need to sell those concentrates in a shorter period than the process contemplated by paragraphs (a) to (c); and

those Tendered Concentrates, together with any other Tendered Concentrates which have not been the subject of a Sales Notice by virtue of paragraph (i), represent less than 60 days’ worth of production from the Coricancha Mine Complex within any consecutive period of a year starting on Completion.

GPS, as primary obligor and not merely as surety, irrevocably and unconditionally guarantees to Nyrstar the due and punctual performance of the obligations and the payment of all present and future liabilities of:

the Purchaser and, after Completion, the Company, under this Agreement and the Earn Out Agreement; and

the Company under the Mine Closure Agreement,

As a separate and independent obligation from that contained in paragraph (a), GPS hereby agrees to indemnify and save harmless Nyrstar from and against all Liabilities and Losses arising out of or in connection with any failure of the Purchaser or the Company (as applicable) to perform any obligation or pay any liability under this Agreement, the Earn Out Agreement and the Mine Closure Agreement on the due date.

The obligations of GPS under this clause 17 shall be absolute and unconditional and shall remain in full force and effect until the entire Guaranteed Obligations shall have been paid in cash or performed in full. Except as specifically otherwise provided in this this clause 17, such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including without limitation any of the following, whether or not with notice to, or the consent of, GPS:

the waiver, surrender, compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Purchaser or the Company under a relevant agreement;

the failure to give notice to GPS of the occurrence of a default under a relevant agreement;

the extension of the time for performance of or the giving of any other indulgence in relation to the Guaranteed Obligations;

the modification, amendment, alteration or replacement (whether material or otherwise) of any obligation, covenant or agreement set forth in a relevant agreement;

the taking or the omission of any of the actions referred to in a relevant agreement including any acceleration of sums owing under such an agreement;

any failure, omission, delay or lack on the part of Nyrstar to enforce, assert or exercise any right, power or remedy conferred on it in a relevant agreement;

the voluntary or involuntary liquidation, winding-up, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting GPS or the Purchaser or the Company or any of the respective assets of either of them, or any allegation or contest of the validity of this this clause 17 in any such proceeding;

any amalgamation, merger or consolidation of the Purchaser or the Company or of its business or affairs;

any change in the name, objects, capital stock, constating documents or by-laws, ownership or control of the Purchaser or the Company;

unless otherwise expressly provided for in a relevant agreement, any right or alleged right of set-off, counterclaim, appropriation or application or any claim or demand that GPS may have or may allege to have against Nyrstar or any other person;

any defense based upon any legal disability of the Purchaser or the Company or, to the extent permitted by law, any release, discharge, reduction or limitation of or with respect to any sums owing by the Purchaser or the Company or any other liability of the Purchaser or the Company to Nyrstar;

to the extent permitted by law, the release or discharge by operation of law of GPS from the performance or observance of any obligation, covenant or agreement contained in this this clause 17;

the default or failure of GPS fully to perform any of its obligations set forth in this clause 17; or

any other circumstances which might otherwise constitute a legal or equitable defence available to, or a complete or partial discharge of, the Purchaser or the Company in respect of the Guaranteed Obligations or of GPS in respect of their guarantee hereunder.

GPS must not exercise any right of indemnity or subrogation which it might otherwise be entitled to claim and enforce against or in respect of the Purchaser or the Company and irrevocably waives all of those rights of indemnity or subrogation it may have.

GPS assumes responsibility for being and remaining informed of the financial condition of the Purchaser and, after Completion, the Company, and of all other circumstances bearing upon the risk of nonpayment of amounts owing under a relevant agreement which diligent inquiry would reveal and agrees that Nyrstar shall not have a duty to advise Guarantor of information known to it regarding such condition or any such circumstances.

Any resolution of disputes against the Purchaser or the Company in accordance with a relevant agreement shall be binding on GPS (whether or not GPS was party to such resolution) and GPS hereby irrevocably waives any and all defenses to payment under this clause 17 which have not been raised and resolved under a relevant agreement.

GPS agrees to pay all reasonable costs, expenses and fees, including all reasonable legal fees, which may be incurred by Nyrstar in enforcing or attempting to enforce this this clause 17 following any default on the part of GPS hereunder, whether the same shall be enforced by suit or otherwise. In no event shall the GPS be subject under this clause 17 to consequential damages, special damages, incidental damages, indirect damages, lost profits, unrealized expectations or similar items in relation to this clause 17 or a relevant agreement.

If any payment by GPS to Nyrstar is rescinded or must be returned by Nyrstar, the obligations of GPS hereunder shall be reinstated with respect to such payment.

No delay on the part of Nyrstar in exercising any of its rights, nor will any partial or single exercise thereof, shall constitute a waiver thereof. No waiver of any of its rights hereunder, and no modification or amendment of this GPS, shall be deemed to be made by Nyrstar unless the same shall be in writing, duly signed by Nyrstar and each such waiver or modification, if any, shall apply only with respect to the specific instance involved, and shall in no way impair the rights of Nyrstar or the liabilities of GPS hereunder in any other respect or at any other time.

the Company (or the Purchaser or GPS in the case of a sale of the Company) will deliver to Nyrstar a written notice of the proposed Third Party Sale to Nyrstar together with the identity of the proposed buyer (the “Proposed Buyer”) and information of sufficient detail reasonably necessary for Nyrstar to evaluate the financial standing and operational experience of the Proposed Buyer (the “Proposed Sale Notice”);

upon receipt of a Proposed Sale Notice, Nyrstar will proceed to evaluate the financial standing and operational experience of the Proposed Buyer and will make a reasonable, good faith determination as to whether to grant its consent to the Third Party Sale based on the financial standing and operational experience of the Proposed Buyer and whether such financial standing and operational experience of the Proposed Buyer is reasonably equivalent or superior to the financial standing and operational experience of the Company, the Purchaser and GPS, and for this purpose Nyrstar may take into account whether or not the Proposed Buyer will procure a parent-company guarantee, and the form of that guarantee;

the Company will use commercially reasonable efforts to provide any additional information reasonably requested by Nyrstar in order to complete its evaluation of the Proposed Buyer;

Nyrstar will advise the Company in writing of its determination as to whether to consent to the Third Party Sale within 21 days of receipt of the Proposed Sale Notice; and

it will be a condition in favour of Nyrstar to the delivery of its consent to a Third Party Sale (the final form of which consent Nyrstar will be entitled to approve, in addition to such other provisions in the relevant sale agreement which Nyrstar considers necessary for its benefit and protection), and a corresponding condition in favour of the Company and the Purchaser to complete the Third Party Sale further to the granting of such consent, that effective as of the closing of the Third Party Sale:

the Company, the Purchaser, GPS and Nyrstar will have executed a termination agreement whereby:

the Mine Closure Agreement will be terminated upon completion of the Third Party Sale;

the provisions of clause 6 of this Agreement will cease to have effect from the time of completion of the Third Party Sale;

the consequence of the events referred to in paragraphs (i) and (ii) is that:

each party will, as soon as reasonably practicable, pay any amounts owing to another party under a provision of the Mine Closure Agreement and clause 6 or this Agreement where such amount would have otherwise been payable at a later time in the absence of the termination agreement;

without limiting the obligation in paragraph A, the provisions of the Mine Closure Agreement will cease to have effect except for the provisions referred to in clause 3(b) of the Mine Closure Agreement; and

each party retains the rights it has against the others in respect of any breach of the Mine Closure Agreement and clause 6 of this agreement occurring before the termination agreement becomes effective;

from the time the termination agreement becomes effective the Proposed Buyer will be solely responsible to maintain the Mine Closure Bond, and to undertake, at its cost, any remaining work to be completed in connection with the Coricancha Tailings Reclamation and the ▇▇▇▇▇▇ Tailings Reclamation following the completion of the Third Party Sale;

if, before termination, Nyrstar has paid the Closure Contribution under clause 2(c)(ii) of the Mine Closure Agreement and the work required to complete the Coricancha Mine Closure Plan has not been completed at the date of termination, the Proposed Buyer and Nyrstar will have entered into an agreement whereby the Proposed Buyer will agree to complete the Coricancha Mine Closure Plan pursuant to undertakings substantially similar to those in clauses 2(c)(v), 2(c)(vi), 2(c)(vii), 2(c)(viii), 2(c)(ix), 2(c)(x), 2(c)(xi), 2(c)(xii) and 2(c)(xiii) of the Mine Closure Agreement;

the Proposed Buyer and Nyrstar will have entered into a novation agreement with respect to the Earn Out Agreement whereby the Proposed Buyer will assume responsibility for making the payments of the Earn-Out Consideration under the Earn Out Agreement;

if reasonably required by Nyrstar as a condition to the granting of its consent, the execution and delivery of a parent company guarantee in favour of Nyrstar in a form agreed by Nyrstar; and

subject to the obligations referred to in paragraphs (f) and (g) having been fully performed, Nyrstar and Nyrstar N.V. will have executed releases in favour of the Company and the Purchaser whereby Nyrstar and Nyrstar N.V. will have released the Company and the Purchaser from their respective obligations under this Agreement effective upon the completion of the Third Party Sale.

Either the Nyrstar or the Purchaser shall have the right to terminate this Agreement by written notice to the other if, for any reason other than a default hereunder (or under a Transaction Document) by the Party seeking such termination, Completion shall not have occurred on or prior to the date which is six months after the date of this Agreement.

If this Agreement is terminated in accordance with clause 19(a):

the provisions of this Agreement will cease to have effect except for the provisions of clauses 1, 7(d), 8, 9, 10, 11, 17, this clause 19, 21, 23, 24, 25, 26, 27, 28, 29, 30, 31 and 33; and

each Party retains the rights it has against the others in respect of any breach of this Agreement occurring before termination.

All notices and other communications between the Parties under this Agreement shall be in writing and be deemed to have been given if delivered personally, sent by ordinary first class mail (postage prepaid) or sent by facsimile to the parties at the following addresses, facsimile numbers (or at such other address, facsimile number for such Party as shall be specified in like notice):

if to the Company, to the address or facsimile number of the Company provided on the first page of this Agreement;

if to Nyrstar, to:

[REDACTED: CONTACT INFORMATION]

and

if to the Purchaser, to the address or facsimile number of the Purchaser provided on the first page of this Agreement.

Any notice or other communication given personally shall be deemed to have been given and received upon delivery, any notice or other communication given by mail shall be deemed to have been given and received on the third Business Day after it is mailed and any notice or other communication given by facsimile shall be deemed to have been given and received on the first Business Day after it is sent.

In the event of any disruption, strike or interruption in the applicable postal service after mailing and before receipt or deemed receipt of a document, that document will be deemed to have been received on the seventh day following full resumption of the postal service.

The Purchaser and the Company may change their address by giving written notice of such change to Nyrstar, and Nyrstar may change its address by giving written notice thereof to the Purchaser and the Company.

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each Party.

A provision of this Agreement may not be waived except by an instrument in writing signed by the Parties affected thereby. Any waiver of this Agreement shall apply only to the subject matter of the written waiver and no consent or waiver by a Party in respect of any breach or non- performance by the other of its obligations, hereunder will be deemed or construed to be consent to, or a waiver of, any other breach or non- performance