Contract

Exhibit 10.2

 

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

PURCHASE AND SALE AGREEMENT WITH RESPECT TO A SHARE OF THE CAPITAL STOCK OF THE COMPANY CALLED MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V., HEREINAFTER THE “CONTRACT”, ENTERED INTO ON THE ONE HAND BY THE COMPANY CALLED GOLDEN MINERALS SERVICES CORPORATION, HEREINAFTER REFERRED TO AS THE “SELLER”, REPRESENTED IN THIS ACT BY ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND ON THE OTHER HAND, THE COMPANY CALLED EMPRESA Y CAPITAL, S.A.P.I. DE C.V., ▇▇▇▇▇▇▇▇▇▇▇ REFERRED TO AS THE “BUYER”, REPRESENTED HEREIN BY ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; LIKEWISE, THE FOLLOWING APPEAR: (I) THE COMPANY CALLED MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V., ▇▇▇▇▇▇▇▇▇▇▇ REFERRED TO AS THE “COMPANY” OR THE “ISSUER” INDISTINCTLY, REPRESENTED HEREIN BY ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇; COLLECTIVELY, THE “SELLER” AND THE “BUYER” SHALL BE REFERRED TO AS THE “PARTIES”; AND (II) GMC EQUIPOS MEXICO, S.A. DE C.V. , HEREINAFTER REFERRED TO AS THE “GUARANTOR”, REPRESENTED IN THIS ACT BY ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, WHO AGREES TO BE SUBJECT TO THE FOLLOWING BACKGROUND, DECLARATIONS AND ▇▇▇▇▇▇▇.

 

A N T E C E D E N T E S

 

I.

By means of public instrument number 42,114 (forty-two thousand one hundred and fourteen) dated November 9 (nine) 1994 (one thousand nine hundred and ninety-four), granted before ▇▇. ▇▇▇▇▇▇ del ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, holder of Notary Public number 61 (sixty- one) of the Federal District now Mexico City, the company was constituted as a commercial company called MINERA DE CORDILLERAS, S.A. DE C.V. whose first original was duly registered under commercial folio number 344264 (three, four, four, two, six, four) in the Public Registry of Commerce of its registered office; and also registered in the Federal Taxpayers Registry with the code MCO-941109-LQ2.

 

II.

Subsequently, the company was transformed into a limited liability company, called MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V., which is evidenced by public instrument number 531 (five hundred and thirty-one) dated December 14 (fourteen) of December 1994 (nineteen hundred and ninety-four), granted before Mr. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, holder of Notary Public number 218 (two hundred and eighteen) of the Federal District, now Mexico City, and which was duly registered in the Public Registry of Commerce of its registered office.

 

III.

The “COMPANY” declares that the entries, notes and information that is recorded and recorded in the minutes book of the shareholders’ meeting, the register of partners or shareholders and the book of variations of the capital of said “COMPANY”, correctly and accurately reflect its legal and corporate situation, as well as the current integration of the share capital.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

D E C L A R A C I O N E S

 

I.

The “SELLER” declares through its legal representative and under oath to tell the truth, that:

 

i.

It is a legal entity duly incorporated under the laws of the State of Delaware, as evidenced by its certificate of incorporation and certificate of merger, dated January 2, 2013, issued by the Delaware Secretary of State.

 

ii.

Its legal representative has the sufficient and necessary powers to bind its client under the terms of this “CONTRACT”, which to date have not been revoked or limited in any way, as evidenced by Public Instrument number 32,774, which contains the notarization of a power of attorney granted abroad by the “SELLER”, before the faith of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Holder of Notary Public number 247 of Mexico City, dated December 19, 2024.

 

iii.

For the purposes of this “CONTRACT”, it indicates as its domicile the one located at ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇ #▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇.

 

iv.

As a partner of the “COMPANY”, he/she has the necessary and sufficient legal capacity to enter into this “CONTRACT”. This “CONTRACT” and the execution of the transactions contemplated in this “CONTRACT” have been previously authorized by all necessary corporate actions by the “SELLER”.

 

v.

He is the owner and therefore legitimate owner, of 1 (one) share of the company with a value of $49,998.00 (forty-nine thousand nine hundred and ninety-eight pesos 00/100 M.N.) in the fixed capital and $367,415,055.00 (three hundred and sixty-seven million four hundred fifteen thousand fifty-five pesos 00/100 M.N.) in the variable capital (hereinafter “THE SOCIAL PART”), which is representative of 88.17910% of the capital stock of the “COMPANY”, which is not subject to encumbrance, usufruct or limitation of ownership or possession of any kind.

 

vi.

It is his will to transfer to the “BUYER”, by means of this instrument, the full ownership of “THE SOCIAL PART”, of which he is the legitimate owner and proprietor, which has been mentioned in paragraph v. (fifth) above, with all that in fact and by law corresponds to them.

 

vii.

The transfer of “THE SOCIAL PART” includes the mining concessions listed below (hereinafter “THE CONCESSIONS INCLUDED”) “as is, where they are, with all their defects” and all administrative, fiscal, labor and/or environmental responsibilities, prior to and after the date of signing of this “CONTRACT”. The “BUYER” acknowledges and accepts that the concession called “TEYRA” with title number 230878, is currently canceled and in the process of defense to declare said cancellation null and void before the corresponding Administrative Court and that there is no guarantee that said Court will declare the nullity of said cancellation. Any process of defense of the mining concession must be continued by the “BUYER” at its own risk and cost and in this act releases the “SELLER” from any responsibility.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

Concession Name	Title Number	Validity	Surface area (Has.)
RED. SANTA ▇▇▇▇▇▇	246649	17 September 2052	250.0000
▇▇▇▇ ▇▇▇▇▇▇▇▇▇	217863	17 September 2052	129.4619
THE TEYRA	230878	25 October 2057	144.2600
THE CRUSHED FRACC.1	237652	19 April 2061	156.9209
THE CRUSHED FRACC.2	237653	19 April 2061	54.0478

 

Of the “CONCESSIONS INCLUDED” listed above, ANNEX H is added, which will include, of them, a list that lists the semi-annual payments, statistical reports of January of each year and work verifications of the last 5 five years, specifically the “PAYMENTS OF MINING RIGHTS OF THE LAST 5 YEARS, WITH THE EXCEPTION OF THE PAYMENTS OF RIGHTS OF THE FIRST HALF OF 2025, WHICH ARE PENDING PAYMENT AND WILL BE THE OBLIGATION AND RESPONSIBILITY OF THE “BUYER” FROM THE SIGNING OF THIS “CONTRACT”, THE ANNUAL STATISTICAL REPORTS OF THE LAST 5 YEARS, WITH THE EXCEPTION OF THE STATISTICAL REPORT CORRESPONDING TO THE YEAR 2024, WHICH MUST BE SUBMITTED EXTEMPORANEOUSLY AND WILL BE THE RESPONSIBILITY OF THE “BUYER” ONCE IT HAS SIGNED THIS “CONTRACT” AND THE WORK CHECKS OF THE YEARS 2019, 2020, 2021, 2022 and 2023”. In this order, the list with the list of the above receipts will make up said annex, since the documents referred to in such list have been made available to the “BUYER” with due anticipation and will be delivered in physical form, by the “SELLER”, after the signing of this document, together with the rest of the original documentation of the “COMPANY”. for which it will be recorded, in due course, with the delivery-receipt certificate signed by the “PARTIES”.

 

viii.

It informed and provided in a timely manner, all the information and documentation requested by the “BUYER”, regarding the legal and financial situation of the “COMPANY”, stating that said information is truthful and correct as of this date in all its relevant aspects.

 

ix.

Under oath to tell the truth, that its resources and/or assets, as well as “THE SOCIAL PART” subject matter of this “CONTRACT”, do not come directly or indirectly from illegal activities or from any other activity or act that could favor the actualization of the alleged crimes of financing terrorism or resources of illicit origin. As well as those rights or assets that will be used to solve or fulfill the object of this instrument do not originate, update or resemble the illicit contemplated in Article 400-Bis of the Federal Criminal Code.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE ▇.▇.

 

▇▇.

The “BUYER” declares through his legal representative and under oath to tell the truth, that:

 

i.

It is a legal entity, of Mexican nationality, with the legal capacity to contract and to enter into this contract, as evidenced by public deed number 19,657, dated August 18, 2010, granted before the faith of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Notary Public number 147 with practice in Mazatlán, State of Sinaloa, which was constituted in this instrument as a Civil Society, being duly registered in volume XXIII, section III under number 114 of September 30, 2010, in the Public Registry of Property and Commerce.

 

ii.

Subsequently, it was transformed into a Variable Capital Investment Promotion Company, through instrument number 25,057, dated March 6, 2014, granted before the faith of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Notary Public number 147 with practice in Mazatlán, State of Sinaloa, which was duly registered in the Public Registry of Property and Commerce of Mazatlan. Sinaloa, on March 31, 2014, under folio number 20945-2.

 

iii.

Its legal representative has the sufficient and necessary powers to bind its client under the terms of this “CONTRACT”, which to date have not been revoked or limited in any way, as evidenced by Public Deed number 3,368 (three thousand three hundred and sixty-eight), granted before the faith of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Notary Public of the State number 219 (two hundred and nineteen) with practice in the city of Mazatlán, Sinaloa, which was duly registered, in the Public Registry of Property and Commerce of Mazatlán, Sinaloa, under the electronic mercantile folio number 20945, dated January 14, 2025.

 

iv.

Its Federal Taxpayer Registry is ECA100818MQ5.

 

v.

For the purposes of this “CONTRACT” it indicates as its domicile the one located at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇.

 

vi.

It is interested in acquiring from the “SELLER”, by means of this instrument, the ownership and full ownership, free of all encumbrances, of “THE SOCIAL PART” referred to in subsection v. of the respective declarations of the “SELLER”, including “THE CONCESSIONS INCLUDED”, “AS IS, WHERE THEY ARE, WITH ALL THEIR DEFECTS” AND ALL THE RESPONSIBILITIES OF AN ADMINISTRATIVE, FISCAL, LABOR AND/OR ENVIRONMENTAL NATURE, prior to and after the date of signing of this “CONTRACT”.

 

vii.

It has sufficient resources to acquire from the “SELLER” “THE SOCIAL PART”.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

viii.

Under oath to tell the truth, that its resources and/or assets, subject matter of this “CONTRACT”, do not come directly or indirectly from illicit activities or any other activity or act that could favor the actualization of the alleged crimes of financing terrorism or resources of illicit origin. As well as those rights or assets that will be used to solve or fulfill the object of this instrument do not originate, update or resemble the illicit contemplated in Article 400-Bis of the Federal Criminal Code.

 

ix.

Enter into this “CONTRACT” and purchase “THE SOCIAL PART” with ALL THE RIGHTS AND OBLIGATIONS INCORPORATED to “THE SOCIAL PART” and to the “COMPANY” including “THE CONCESSIONS INCLUDED” and on the understanding that the activity of “THE COMPANY” and “THE CONCESSIONS INCLUDED” are accepted “as is, where they are, with all their defects” and all responsibilities of an administrative, fiscal, labor and/or environmental nature, before and after the date of signing this “CONTRACT”. Neither “SELLER” nor any other person is making any express or implied representations or warranties with respect to “THE SOCIAL PART”, “THE INCLUDED GRANTS” and the “COMPANY” or otherwise, and “SELLER” disclaims any other representations or warranties.

 

x.

It has carried out a purchase audit, considering the results during the conduct of said purchase audit, and considering the Declarations of the “SELLER” provided for in Chapter I, it is its desire to acquire “THE SOCIAL PART” including “THE CONCESSIONS INCLUDED” “as is, where they are, with all its defects” and all responsibilities of an administrative nature, tax, labor and/or environmental, before and after the date of signing of this “CONTRACT”.

 

xi.

You understand and accept that the purchase and sale of “LA PARTE SOCIAL” does not include the mining concessions described in ANNEX A (the “EXCLUDED CONCESSIONS”). Thus, it does not understand or be responsible for it, so that the “SELLER” hereby releases the “BUYER” from all administrative, fiscal, labor and/or environmental responsibilities, prior to and after the date of this “CONTRACT” in everything related to the EXCLUDED CONCESSIONS.

 

III.

The “COMPANY” declares, through its legal representative and under oath to tell the truth, that:

 

i.

It is a commercial company duly constituted in accordance with the laws of the United Mexican States, as evidenced by public deed number 42,114 (forty-two thousand one hundred and fourteen) dated November 9 (nine) 1994 (one thousand nine hundred and ninety-four), executed before ▇▇. ▇▇▇▇▇▇ del ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, holder of Notary Public number 61 (sixty-one) of the Federal District now Mexico City, whose first original was duly registered under commercial folio number 344264 (three, four, four, two, six, four) in the Public Registry of Commerce of its registered office.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE ▇.▇.

 

▇▇.

Subsequently, it was transformed into a Limited Liability Company with Variable Capital, called MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V., by means of instrument number 531, dated December 14, 1994, granted in the presence of ▇▇. ▇▇▇▇ ▇▇▇▇ Villaciencio ▇▇▇▇▇▇▇▇▇, holder of Notary Public number 218, of the Federal District, now Mexico City, which was duly registered in the Public Registry of Property and Commerce of its registered office.

 

iii.

Its legal representative has sufficient powers to bind its client under the terms of this “CONTRACT”, which to date have not been revoked or limited in any way, as evidenced by Public Deed 32,602, dated December 5, 2024, granted in the presence of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Notary Public 247, with practice in Mexico City, which was duly registered, in the Public Registry of Property and Commerce of Mexico City, under electronic mercantile folio number 344264, dated February 24, 2025.

 

iv.

That its Federal Taxpayer Registry is: MCO-941109-LQ2.

 

v.

That for the purposes of this “CONTRACT” it indicates as its domicile the one located at ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇.

 

vi.

That the content of the shareholders’ meeting minutes book, the shareholders’ or shareholders’ register book and the capital variations book accurately and truthfully reflect its current corporate situation, as well as reflect the integration of the share capital, so there are no additional or different minutes or entries to those contained in said corporate books.

 

vii.

That the internal financial statements as of November 30, 2024 reflect in a reasonable manner (together with the notes included therein), the financial position and results of the “COMPANY” for said period.

 

viii.

Ratifies what was referred to by the “SELLER” in the chapter of their respective declarations.

 

ix.

On the date of signing this “CONTRACT” the “COMPANY” has an employee registered in its payroll, who is mentioned in ANNEX B of this “CONTRACT” (“MCO WORKER”). It is agreed to grant a special power of attorney to be granted by “THE COMPANY” to ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and/or ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ (the “POWER OF ATTORNEY”) under the terms attached as ▇▇▇▇▇ ▇. In this order of ideas, the “BUYER” is released from all liability in relation to the “MCO WORKER”, from this act, the “SELLER” being obliged to release the “BUYER” in peace and safety from any claim of any kind that may arise in this regard, whether of an administrative, fiscal, criminal and/or labor nature, regardless of whether its origin is before or after the celebration of the this “CONTRACT”.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE ▇.▇.

 

▇.

As of the date of signing this “CONTRACT”, the “COMPANY” has requested before the Tax Administration Service (SAT) and has pending the return of an Undue Payment for the approximate amount of $169,795.00 (one hundred and sixty-nine thousand seven hundred and ninety-five pesos 00/100 M.N.), (the “MCO REFUND”).

 

xi.

As of the date of signing this “CONTRACT”, the “COMPANY” has pending payment of the Special Mining Right in favor of the Government of Mexico for the year 2024 (two thousand and twenty-four) in the amount of $151,749.35 (one hundred and fifty-one thousand seven hundred and forty-nine pesos 35/100), which must be paid no later than the last business day of the month of March 2025 (two thousand and twenty-five) (the “MCO ROYALTY”).

 

xii.

The “COMPANY” unduly paid certain Mining Rights with respect to the mining concession called: “RODEO 2”, title number 241666 which resulted in the mining concession called “RODEO 2 R 2”, title 247042 and for this reason, and after the signing of this “CONTRACT” it will request before the Tax Administration Service (SAT) the refund of the corresponding Undue Payment, the amounts of which will be determined at the time of submission of said application or applications and will notify the “BUYER” in writing, for its knowledge (the “REFUND RODEO 2”).

 

xiii.

On August 28, 2024 (two thousand and twenty-four), as guarantor of the indemnity obligations assumed by the SELLER (in said contract) in favor of the BUYER (in said contract), 4 (four) share purchase and sale agreements with respect to the shares of the company called Minera Labri, S.A. de C.V. (the “LABRI CONTRACTS”). In terms of the “LABRI CONTRACTS” the guarantee granted by the “COMPANY” will remain in full force and effect as of August 28 (twenty-eight) of 2024 (two thousand and twenty-four) and for a period of 24 (twenty-four) months from that date, under the same terms, conditions and limitations established in the “LABRI CONTRACTS”.

 

xiv.

On November 22 (twenty-two) of November 2024 (two thousand and twenty-four) it entered into a contract for the assignment of rights with respect to 100% (one hundred percent) of the rights and ownership of the following mining concessions, in favor of the company called Girgar Operaciones, S.A. de C.V., whose registration is in the process of being registered with the Public Mining Registry due to the recent granting of its granting (hereinafter “THE YOQUIVO CONCESSIONS”):

 

Concession Name	Title Number
THE DOLLAR	214876
THE CUP	223499
SAN FRANCISCO DE YOQUIVO	220851
THE GIRL	217475
PAINS	216491
THE RESTORER	217476
HOPE	218071

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

Additionally, there is a prior application for registration in the Public Mining Registry (“RPM”) submitted by the “COMPANY” with folio number 600UCAE-2023-269, dated January 12, 2023, registered under file 11/2023, by virtue of which the application for registration of a certain contract for the assignment of rights dated December 19, 2022 entered into between the “COMPANY” was filed with said Registry as purchaser and Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ del ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ with respect to the La ▇▇▇▇▇▇▇▇▇ mining concession, title 218071, issued on October 2, 2002, located in the municipality of Ocampo, Chihuahua, with an area of 68,0000 hectares, registered under minute 331, on page 166 of volume 331 of the RPM Concession Book and the “COMPANY” undertook to help the company called Girgar Operaciones, S.A. de C.V. to obtain the registration of said contract of assignment of rights and/or where appropriate to transfer the ownership of the La ▇▇▇▇▇▇▇▇▇ Concession, title 218071 in terms of the contract for the assignment of rights of “LAS CONCESIONES YOQUIVO”, through the granting of a special irrevocable power of attorney to be granted by “THE COMPANY” to Messrs. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ del ▇▇▇▇▇▇, ▇▇▇▇▇ Iacobi ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Mrs. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “PODER ▇▇▇▇▇▇▇▇▇”) in the terms included as EXHIBIT D. In this order of ideas, the “BUYER” is released from all liability in relation to the “YOQUIVO CONCESSIONS”, from this act, the “SELLER” being obliged to release him in peace and safe from the “BUYER” from any claim of any kind that may arise in this regard, whether of an administrative, fiscal, labor and/or environmental nature, regardless of whether its origin is before or after the execution of this “CONTRACT”.

 

xv.

Currently there is an environmental liability of the Rodeo Project, of which the “COMPANY” is the owner, said environmental liability must be transferred to the company called GMC EQUIPOS MEXICO, S.A. de C.V. for which “THE COMPANY” shall grant a special power of attorney to Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (the “ENVIRONMENTAL POWER”), the scope and limitations of which are detailed in ANNEX F hereto.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE ▇.▇.

 

▇▇▇.

On March 20, 2025, it entered into a loan agreement with the commercial company called EMPRESA Y CAPITAL, S.A.P.I. DE C.V., for the total amount of $5,000,000.00 (five million pesos 00/100 M.N.) (the “EYC LOAN”).

 

xvii.

It is the holder of the mining concessions described in ANNEX A (the “EXCLUDED CONCESSIONS”) which are not part of the purchase and sale of “THE SOCIAL PART”.

 

xviii.

It is your wish to enter into this “CONTRACT” under the terms and conditions agreed herein.

 

IV.

The “GUARANTOR” of the “SELLER”, through its legal representative and under oath of telling the truth, declares that:

 

i.

It is a legal entity duly constituted in accordance with Mexican legislation, as evidenced by public deed number 20,829 granted before the faith of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Holder of Notary Public number 247 of Mexico City, dated April 12, 2019 and registered in the Public Registry of Commerce of its registered office under the electronic commercial folio N-2019039629.

 

ii.

Its legal representative has the sufficient and necessary powers to bind its client under the terms of this “CONTRACT”, which to date have not been revoked or limited in any way.

 

iii.

Its Federal Taxpayer Registry is GEM-190412-IG3.

 

iv.

For the purposes of this “CONTRACT”, its domicile is located at ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇.

 

v.

It is your wish to appear at the execution of this “CONTRACT” to act as “GUARANTOR” of the “SELLER” against the “BUYER” solely and exclusively with respect to the indemnification obligations established in Clause 5 BIS (B) of this “CONTRACT”, as detailed below.

 

vi.

Under oath to tell the truth, that its resources and/or assets, as well as “THE SOCIAL PART” subject matter of this “CONTRACT”, do not come directly or indirectly from illicit activities or from any other activity or act that could favor the actualization of the alleged -crimes- of financing terrorism or resources of illicit origin. As well as those rights or assets that will be used to solve or fulfill the object of this instrument do not originate, update or resemble the illicit contemplated in Article 400-Bis of the Federal Criminal Code.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE ▇.▇.

 

▇.

The “PARTIES” and the “COMPANY”, through their respective legal representatives, jointly declare under oath to tell the truth, that:

 

i.

They mutually recognize the personality and character with which they respectively hold each other at the conclusion of this “CONTRACT”.

 

ii.

The execution of this “CONTRACT” does not violate or transgress any type of contract and/or agreement previously entered into, and they declare that there is no bad faith, fraud, error, deception or any other vice of consent.

 

iii.

The conclusion of the “CONTRACT” is the desire of the “PARTIES” and the “COMPANY” to suit their interests.

 

In addition to all of the above, the “PARTIES” and the “COMPANY” declare that they mutually recognize the capacity and personality under which they appear at the signing of this instrument and assume as true the above statements subject to the tenor of the following:

 

C L Á U S U L A S:

 

1. Purpose.

 

1.1. The “SELLER”, transfers the full ownership, to the “BUYER”, of “THE SOCIAL PART”, issued by the “COMPANY”, through the figure of sale, free of any charge, lien, through a certain and determinable price in money, through which he transfers the character of partner and, with it, will acquire all the rights and obligations inherent and derived from it; including but not limited to payment of the “EYC LOAN”, under the terms and conditions provided for in the respective loan agreement.

 

1.2. The “SELLER” and “BUYER” agree to work together so that the “SELLER” can conclude the following topics as soon as possible. The “BUYER” will provide all the necessary support so that the following issues can be concluded by the “SELLER”:

 

FIRST: The liquidation of the “MCO WORKER” by the “COMPANY”, through the signing of the necessary settlement agreement and the deregistration of the “MCO WORKER” before the corresponding labor authorities. In this regard, the “SELLER” undertakes to deliver to the “BUYER” all the original documents related to the worker’s severance pay and the proof of his or her withdrawal before all the corresponding authorities. The name of the worker is integrated as ANNEX B to form an integral part of this “CONTRACT”. The “BUYER” is released from all liability in relation to the “MCO WORKER”, from this act, and the “SELLER” is obliged to release him in peace and safe from the “BUYER” from any claim of any kind that may arise in this regard, whether of an administrative, fiscal and/or labor nature, regardless of whether its origin is before or after the execution of this document. “CONTRACT”.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

SECOND: The substitution of the “COMPANY” in the “LABRI CONTRACTS” as guarantor of the indemnity obligations assumed by the “SELLER” (in said contract) in favor of the “BUYER” (in said contract), through the signing of the necessary amending agreements. In this order, the “SELLER” undertakes to deliver to the “BUYER” a certified copy of said modification or termination agreements, as the case may be, undertaking to leave it in peace and safety and release it from all liability in this regard.

 

THIRD. The transfer by the “BUYER” of 100% (one hundred percent) of the ownership of the “EXCLUDED CONCESSIONS” in favor of the company called GMC EQUIPOS MEXICO, S.A. de C.V.

 

1.3 The “SELLER” does not make any representation or guarantee, except as expressly indicated in numeral I of the chapter on Declarations and Clause 4, regarding the financial, legal, tax, operational, administrative or any other nature condition of the “COMPANY”.

 

1.4 The “BUYER” acquires the full ownership of “THE SOCIAL PART”, under the terms and conditions agreed in this “CONTRACT”, excluding the “EXCLUDED CONCESSIONS”, and all responsibility and obligation in this regard, of everything related to said “EXCLUDED CONCESSIONS”, with the “MCO WORKER”, the “YOQUIVO CONCESSIONS” and the “LABRI CONTRACTS”, except for the commitment to grant the powers of attorney under the terms agreed herein.

 

1.5 In the event that, after the signing of this “CONTRACT”, the “BUYER”, the “SELLER” or the “COMPANY” identify that there is any asset that by mistake or involuntary omission continues to be the property of the “COMPANY”; the “BUYER” and the “COMPANY” undertake to transfer ownership and make the material and legal delivery of said asset to the “SELLER” or to whomever the “SELLER” indicates in writing, at a price equivalent to $1.00 (one peso 00/100, legal tender in the United Mexican States) or for a value determined by the “SELLER”. The “SELLER” will assume any risk that may arise from carrying out the operation under these terms.

 

1.6 The “PARTIES” acknowledge and agree that (i) the “EXCLUDED CONCESSIONS” indicated in ANNEX A are not part of the purchase and sale of “THE SOCIAL PART” agreed herein and will therefore be transferred to the company called GMC EQUIPOS MEXICO, S.A. de C.V.; and (ii) by virtue of the fact that the registration of the assignment of mining concessions before the “RPM” and the processing of the “RETURN RODEO 2” before the SAT, take some time, the “PARTIES” agree to grant a special irrevocable power of attorney in favor of Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (the “PODER RODEO”) whose scope and limitations are detailed in ANNEX E hereto.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

1.7 The “BUYER” or, if necessary, the “COMPANY”, agree to grant the “SELLER” a special power of attorney in favor of Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (the “POWER of ATTORNEY”) so that any of them may carry out all those procedures that due to involuntary omission were not considered herein “CONTRACT”, as a result of the transfer of “THE SOCIAL PART” the “SELLER”, the following are mentioned in an enunciative but not limited manner: contracts with consultants, suppliers or service providers, commercial services which may include (electricity, drinking water supply, telephone services, etc.). The power of attorney will also authorize Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ so that, any of them on behalf of the “SELLER”, continue to follow up on any procedure or requirement before any authority or government agency to request any benefit or refund that the “SELLER” has been requested or carried out prior to this operation and that at the signing of this “CONTRACT” has not yet been resolved. In the event that the obligations referred to in this paragraph are assigned, all taxes and expenses that are generated will be the sole responsibility of the “SELLER”. The scope and limitations for this power of attorney are specified in ANNEX G hereto.

 

The “PARTIES” agree and agree to maintain in force, for a period of 90 calendar days, counted from the “EFFECTIVE DATE”, the general power of attorney granted in favor of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ (“▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ of ATTORNEY”), in terms of public deed number 15,421 dated June 2, 2016, executed in the faith of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, holder of the Notary Public number 247 of Mexico City and with the sole purpose of concluding any of the pending procedures and in the name of the “COMPANY”. A simple copy of the “POWER OF ATTORNEY ▇▇▇▇▇ ▇▇▇▇▇▇” is included in ANNEX I hereto.

 

Additionally, the “PARTIES” agree and agree to keep in force, the special power of attorney granted in favor of Transformaciones y Servicios Metalúrgicos, S.A. de C.V. and/or their designated attorneys-in-fact, Messrs. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“TSM ▇▇▇▇▇▇▇▇ POWER OF ATTORNEY”), in terms of public deed number 29,927 dated November 30, 2023, granted in the presence of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, holder of Notary Public No. 247 of Mexico City and limited solely and exclusively to the mining concessions included in the Agreement for the Assignment of Mining Rights, entered into by and between Transformaciones y Servicios Metalúrgicos, S.A. de C.V. and the “COMPANY”, which are described below: “SANTA ▇▇▇▇▇”, title number 216532; “PUNTO COM”, title number 228022; “▇▇▇▇▇”, title number 226591; “▇▇▇▇▇▇ III”, title number 231703; and “▇▇▇▇▇ ▇▇ FRACC. I”, title number 230200. A simple copy of the “TSM ▇▇▇▇▇▇▇▇ POWER OF ATTORNEY” is included in ▇▇▇▇▇ ▇ ▇▇▇▇▇▇

 

1.8 As a result of the above, the PARTIES agree to include the aforementioned powers of attorney in the points to be considered, and where appropriate, approved, at the Meeting where the transfer of the corporate part subject to this contract is recognized. These powers are listed below for greater clarity and benefit to both “PARTIES”:

 

a)

The “POWER OF ATTORNEY” – EXHIBIT C

b)

The “POWER OF HOPE” – ANNEX D

c)

The “RODEO POWER” – ANNEX E

d)

The “ENVIRONMENTAL POWER” – ANNEX F

e)

The “POWER OF ATTORNEY” – ▇▇▇▇▇ ▇

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

The powers referred to in this Clause shall be granted by the “COMPANY” on the “EFFECTIVE DATE” as approved by the Meeting, and the “SELLER” shall assume the costs of the notary fees related to the granting and, where appropriate, registration of such powers.

 

1.9 The “PARTIES” agree that the “BUYER” will be responsible for paying the “MCO ROYALTY” and collecting the “MCO REFUND”, the difference between the “MCO ROYALTY” and the “MCO REFUND”, i.e. the amount of $18,000.00 (Eighteen thousand Mexican pesos) will be paid to the “SELLER” at the time of signing this “CONTRACT” and additional to the price for the transmission of “LA PARTE SOCIAL”. In the same way, and as long as the “RETURN RODEO 2” is favorably obtained, the “BUYER” is obliged to pay the company called EQUIPOS GMC MÉXICO, S.A. de C.V. or to the natural or legal person designated by it, the amount or amounts received in the name of the “COMPANY” for said Payment of the Undue Amount plus the corresponding updates at the time they occur and no later than within 10 (ten) business days from the time the “RETURN RODEO 2” is received in the account of the “COMPANY”.

 

1.10 The “PARTIES” agree that any amount in the treasury or any cash available in the cash of the “COMPANY” at the time of signing this “CONTRACT”, will be added to the price for the transfer of “THE SOCIAL PART”

 

2. Price and method of payment.

 

2.1. As a price for the transfer of “THE SOCIAL PART”, the “BUYER” undertakes to pay the “SELLER”, the total amount of US$45,000.00 (Forty-five thousand US dollars 00/100), an amount that was fixed by mutual agreement by both “PARTIES” and that both recognize that it is its fair and real value plus any amount in the treasury and cash available on hand as of the date of this Agreement, as well as the amount set forth in Clause 1.9.

 

2.2. The “BUYER” hereby undertakes to pay the total price indicated in the previous paragraph, on the date of signature and ratification before a Notary Public by both parties of this “CONTRACT” (the “EFFECTIVE DATE”).

 

2.3. The “SELLER” hereby instructs the “BUYER” to pay on the “EFFECTIVE DATE”, the Price set forth in Clause 2.1, by electronic funds transfer, to the following bank account:

 

Titular: Golden Minerals Company

Principal Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Banking Institution:      BOK Financial

Banking Institution Address: International Banking Center, One ▇▇▇▇▇▇▇▇ Center, Plaza East

Tulsa, OK 74172

SWIFT: ▇▇▇▇▇▇▇▇

Account: 8098296879

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

The “SELLER” hereby releases the “BUYER” from any controversy or claim that exists or may exist between the “SELLER” and Golden Minerals Company for the payment of the Price for the transfer of “THE SOCIAL PART”, and hereby confirms that the payment received in the account indicated in this Clause and the signing of this “CONTRACT” in the “EFFECTIVE DATE” shall constitute the most effective receipt that corresponds by law.

 

2.4. The “SELLER” states that the agreed price is fair and will constitute the total payment of any right that he had for “THE SOCIAL PART” of the “COMPANY” subject matter of this “CONTRACT”.

 

3. Transfer of ownership and its effects.

 

3.1. The “SELLER” (i) reserves no action or right except as indicated in this “CONTRACT” and; (ii) guarantees to the “BUYER” that “THE SOCIAL PART” object of the purchase and sale consigned in this instrument, has no limitation, charge or encumbrance whatsoever.

 

3.2. The “SELLER” shall transfer to the “BUYER” the status of partner and all the rights and obligations inherent and derived therefrom. Likewise, the “SELLER” and the “BUYER” agree that, once the payment has been made, they will cause a meeting of partners of the “COMPANY” to be held in which the transfer of “THE SOCIAL PART” is recorded and the current managers, administrators and proxies of the “COMPANY” are removed, except for the powers required and referred to in this Agreement, releasing them from all liability arising from the exercise of their office.

 

3.4. Without prejudice to the liability of “SELLER” under Clause 5 below, “BUYER” agrees to indemnify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, and any affiliates, shareholders, directors, officers, employees, agents, representatives and advisors of “SELLER” (the “Seller Released Parties”).”), from any future liabilities of the “COMPANY” and shall hold the Seller Released Parties harmless from any claim of any nature whatsoever commenced or threatened by any person or governmental authority arising out of or in connection with any operation, activity and business of the “COMPANY”, including, without limitation, any liability of any nature whatsoever (disclosed or undisclosed; accrued or unaccrued; contingent or absolute) of the “COMPANY”, including, without limitation, any tax and labor obligations and obligations to suppliers and customers of the “COMPANY”.

 

4. Warranties of the “SELLER” and the “COMPANY”.

 

4.1. The “SELLER” and the “COMPANY” hereby warrant to the “BUYER”, in addition to any representations, representations, guarantees, or obligations contained in this “CONTRACT”, as of the date of execution of this “CONTRACT” that:

 

4.1.1. The background of this “CONTRACT” and the statements made by the “SELLER” and by the “COMPANY” are true, and they recognize that said statements and background have been the determining reason for the will of the “BUYER” to acquire “THE SOCIAL PART” object of the purchase and sale set forth in this “CONTRACT”.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

5. Indemnification.

 

(A)

Indemnification Obligations of the “SELLER”.

 

(a)

With the exception of “THE CONCESSIONS INCLUDED” which are accepted “as is, where is, with all its defects” and the “BUYER” assumes all responsibilities of an administrative, fiscal, labor and/or environmental nature, prior to and after the date of signing of this “CONTRACT”, from the date of signing this “CONTRACT”, and subject to the limitations provided in this “CONTRACT”, “SELLER” shall be responsible for and indemnify “BUYER” for any direct and immediate damages, penalties, fines, penalties and/or reasonable and documented expenses (including reasonable attorneys’ fees and costs) (the “Impairments”) actually incurred or suffered by “BUYER”, resulting from or arising from:

 

(i) the breach of any obligations or covenants established in this Agreement by the “SELLER”

 

(ii) any inaccuracies, omissions, or falsehoods in the Statements of the “SELLER”; and

 

(iii) any act or omission in the management of the “SOCIETY” occurred or performed prior to the date of this Agreement.

 

The indemnification obligation of the “SELLER” referred to in this Clause 5 shall remain in force for a period of 24 (twenty-four) months from the date of signing the “CONTRACT” and shall comprise solely and exclusively the Declarations of the “SELLER” with respect to the “COMPANY”.

 

(B)

Indemnification Obligations of the “BUYER”.

 

(a)

From the signing of this Agreement and thereafter, subject to the limitations set forth in this Agreement, the “BUYER” shall be liable and indemnify the “SELLER” for any Impairment actually incurred or suffered by the “SELLER”, resulting from or arising from:

 

(i) the breach of any obligations or covenants established in this Agreement by the “BUYER”;

 

(ii) any inaccuracies, omissions, or falsehoods in the Statements of the “BUYER”; and

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

(iii) any act or omission in the management of the “SOCIETY” occurred or performed after the date of this Agreement.

 

(C)

Complaints Procedure.

 

(1)

Claim between the parties. In the event that either party is required to claim liability or compensation for an Impairment from the other under this Agreement, which does not involve a third-party claim, the party claiming liability or compensation for an Impairment shall notify the complained party in writing within 5 (five) business days after it becomes aware of the claim in question (a “Claim”), indicating the causes, amount and accompanying the notification all the documentation available in relation to the fact or circumstance causing the liability or compensation for the alleged impairment. The Complaining Party shall have a period of 30 (thirty) calendar days to (i) accept the terms of the Claim, and elect to (a) remedy the alleged breach to the satisfaction of the Complaining Party or (b) pay the amount claimed as compensation; or (ii) object to and/or reject the notified Claim.

 

If such Claim is not expressly accepted or remedied by the complained party within 30 (thirty) calendar days following the end of the 30 (thirty) calendar day period for its remedy, the discrepancy will be resolved in accordance with the provisions of Clause Ten.

 

(2)

Claim by a Third Party. With the exception of claims arising from “THE CONCESSIONS INCLUDED” which are accepted “as is, where they are, with all their defects” since the “BUYER” assumes all administrative, fiscal, labor and/or environmental responsibilities, prior to and after the date of signing of this “CONTRACT”, when it is a possible Impairment caused by a claim by any third party, including any inspection or action by a governmental authority, whether administrative, judicial or extrajudicial, the indemnifying party may assume the defense of any claim, and undertakes to exercise said right in particular in accordance with the principle of good faith and without prejudice to the interests of the parties and/or the “COMPANY”. For these purposes, the following procedure will be followed:

 

(a) As soon as the third-party claim is received (the “Notice of Impairment”), the indemnifying party must be notified within the first third of the applicable law to respond to the claim.

 

(b) The Notice of Impairment shall include all relevant information then held in relation to the Impairment.

 

(c) The indemnifying party must respond to the claim in a timely manner, taking charge of the presentation of any guarantees that are required to be granted for the defense of the corresponding claim, and of the results of the judicial or extrajudicial defense procedure with total indemnity for the indemnified party.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

The indemnifying party, by itself or through the advisors it designates, will have free, prior and total access to all the information and documentation relating to the claim in question.

 

(d) The “COMPANY”: (i) will grant in favor of the lawyers and attorneys appointed by the indemnifying party the powers that are necessary for such purposes in relation to the object of the third-party claim, (ii) will make available to the indemnifying party and the advisors designated by it all the documentation related to the third-party claim in question, and (iii) provide, together with the other party, the collaboration reasonably necessary.

 

(e) if the indemnifying party fails to defend a third party’s claim, control of such third party’s claim shall be assumed by the indemnified; without waiving any rights that the indemnitor may have against the indemnifying party by way of indemnification pursuant to this Agreement.

 

(D)

Indemnity Adjustment. The Parties agree that, if permitted by applicable law, the payment of any indemnity under this Clause is deemed to be an adjustment to the “SOCIAL SHARE” Price, unless otherwise agreed upon by the Parties.

 

(E)

Moderation. The parties shall take all commercially reasonable steps to mitigate any impairment subject to indemnification when they become aware of any fact or circumstance that could reasonably constitute or give rise to such impairment.

 

5 BIS (A). Responsibility of the “BUYER”.

 

5.1. BIS. In addition to the provisions of Clause 5 above, the “BUYER” assumes responsibility exclusively with respect to the acts carried out by the BUYER, after the signing of this contract, all the obligations inherent and derived from “THE SOCIAL PART” representing the capital stock of the company MINERA CORDILLERAS, S. de ▇.▇. de C.V. object of this “CONTRACT”, under the character of partner in the proportion that corresponds to him, from the acquisition of the ownership of “THE SOCIAL PART”, considering whatever its nature, and regardless of whether in one way or another the acts or facts that originate them have taken their cause after the signing of this “CONTRACT”, therefore, the “BUYER” undertakes to respond under the terms and conditions that are necessary, and acquiring the right to exercise the rights in the manner that suits its interests.

 

5.2. BIS. To this end, the “SELLER” ceases (if it has been so) to be jointly and severally liable under the character of partner of the “COMPANY”, assuming said responsibility the “BUYER”, with respect to the acts carried out by the latter after the execution of this “CONTRACT”.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

5.3. BIS. The “BUYER” and the “SELLER” hereby request the “COMPANY” that once the payment of the price for the transfer of the “SHARE” has been made, the corresponding entries are made in the corporate books of the “COMPANY” to reflect the transfer of “THE SHAREHOLDER” in favor of the “BUYER”. The “BUYER” will be solely responsible for any notifications that may be required to be made to third parties or governmental authorities derived from the sale of “THE SOCIAL PART” under this “CONTRACT”.

 

Including, but not limited to, the “RETURN ROUND 2”, the “BUYER” agrees to return to the “SELLER” all the economic resources it receives for payments or returns, derived from any lawsuit or claim filed prior to the signing of this “CONTRACT” by the “SELLER” and the “RETURN ROUND 2” which will be presented after the signing of this “CONTRACT”, and that are favorable to it. Likewise, the “SELLER” undertakes to pay any resulting liability to the “COMPANY” arising from any lawsuit or claim filed prior to the signing of this Agreement by the “SELLER”.

 

5 BIS (B). Guarantee. “GMC EQUIPOS MEXICO, S.A. de C.V.” hereby voluntarily constitutes itself as guarantor of the indemnity obligations assumed by the “SELLER” in favor of the “BUYER” solely and exclusively with respect to the liquidation of the “MCO EMPLOYEE” by the “COMPANY”, the environmental liabilities of the Rodeo Project, which must be transferred to the company called GMC EQUIPOS MEXICO, S.A. de C.V., and in all matters related to the “LABRI CONTRACTS” while the necessary agreements are entered into and in all the scope in which the “COMPANY” undertook by virtue of them will be supported by GMC EQUIPOS MÉXICO, S.A. DE C.V. This Warranty will remain in full force and effect from the date of execution of the Contract and for a period of 24 (twenty- four) months from the date of signing the Contract, under the same terms, conditions and limitations assumed by the “SELLER”.

 

6. Taxes and expenses.

 

6.1. The taxes that may be generated by virtue of this “CONTRACT” will be paid by each of the “PARTIES” and/or the “COMPANY” that is obliged under the terms of the applicable and current legislation. All notary expenses incurred in the execution of this “CONTRACT” shall be borne by the “BUYER”.

 

7. Notifications and addresses.

 

7.1. All notices and notifications between the “PARTIES” and the “COMPANY” must be made in writing and delivered either personally or by certified mail with acknowledgement of receipt, to the addresses indicated by each of the “PARTIES” and the “COMPANY” in their respective declarations, unless the “PARTIES” and the “COMPANY” notify their change of address at least 15 fifteen calendar days before it becomes effective.

 

8. Headings.

 

8.1. The “PARTIES” and the “COMPANY” agree that the headings that appear at the beginning of each of the clauses of this “CONTRACT” have only been inserted for reference purposes, and therefore should not be considered at any time as a means of interpreting this “CONTRACT”.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

9. Modifications and full agreement.

 

9.1. This “CONTRACT” may not be modified, except by agreement of the “PARTIES” granted in writing with the same formalities of this document.

 

9.2. This “CONTRACT” represents the entire agreement between the “PARTIES” and therefore renders null and void any other verbal or written agreement that may have existed between the “PARTIES” prior to this instrument.

 

10. Jurisdiction, competence and applicable law.

 

10.1. The “PARTIES” and the “COMPANY” agree that the interpretation, compliance and execution of this “CONTRACT” will be in accordance with the federal legislation in force and applicable in Mexico, and expressly submit to the competence and jurisdiction of the competent courts in Mexico City, expressly waiving any other jurisdiction that for matters of domicile, place of execution of the commission object of this “CONTRACT”, nationality of the “PARTIES”, or any other, may correspond to them.

 

10.2. The “PARTIES” agree that the “CONTRACT” and any other document contemplated in this “CONTRACT” will be drafted only in the Spanish language.

 

11. Limitation of Liability.

 

Notwithstanding anything to the contrary in this Agreement, in no event shall any of the parties , or any of their partners, shareholders, affiliates, subsidiaries, directors, officers, employees, or agents be liable for any special, incidental, indirect, exemplary, punitive, consequential, or punitive damages (including loss of profits, loss of revenue, or loss of sales) in connection with any claim, loss, damage or injury arising out of such party’s conduct under this “CONTRACT” or for any tort liability, regardless of whether or not the breaching party was advised of the possibility of such damages.

 

The total liability of both parties, both the “SELLER” and the “BUYER”, under this Agreement or under any non-contractual liability alleged by the parties, will be limited under equal conditions to an amount equivalent to 20% of the total agreed price, except in cases of fraud or bad faith.

 

The “PARTIES” and the “COMPANY” are aware of the content and scope of this “CONTRACT”, they declare themselves in agreement with the content of this, and recognize that in the execution of this there was no fraud, error, bad faith or any other vice of consent, and ratify and sign it, the “BUYER” in the City of Mazatlan, Sinaloa on the       day of           , 2025 and on the other hand the “SELLER”, the “COMPANY” and the “GUARANTOR” of the “SELLER” in Mexico City, on the      day of           2025.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

THE “BUYER”           EMPRESA Y CAPITAL, S.A.P.I. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

THE “SELLER”           GOLDEN MINERALS SERVICES CORPORATION Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

 

THE “SOCIETY”           MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

 

THE “GUARANTOR” OF THE “SELLER”           GMC EQUIPOS MÉXICO, S.A. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

  

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

ANNEX A – “EXCLUDED CONCESSIONS”

 

CONCESSION NAME	TITLE NUMBER	LOCATION (MUNICIPALITY)	SURFACE AREA (HAS.)
RODEO R1	246464	RODEO, DURANGO	521.0000
RODEO 2 K2	247042	RODEO, DURANGO	1,344.7345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE “BUYER”           EMPRESA Y CAPITAL, S.A.P.I. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

THE “SELLER”           GOLDEN MINERALS SERVICES CORPORATION Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

THE “SOCIETY”           MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

ATTACHMENT B – “MCO WORKER”

 

Worker’s name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE “BUYER”           EMPRESA Y CAPITAL, S.A.P.I. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

THE “SELLER”           GOLDEN MINERALS SERVICES CORPORATION Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

THE “SOCIETY”           MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

SCHEDULE C – “POWER OF ATTORNEY”

 

Minera de Cordilleras, S. de ▇.▇. de C.V. grants in favor of Messrs. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ (the attorneys-in-fact), special power of attorney, limited in terms of its purpose, so that any of them may be authorized to act as legal representative of the Company in any lawsuit or litigation initiated by or against Mrs. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, particularly the trials under File 351/2024, Seventh Court of the Federal Labor Court of Individual Matters of the State of Coahuila with residence in Torreón; as well as in the trials filed in the Attorney General’s Office of the State of Coahuila, Laguna I Delegation, and for such purposes, the attorneys-in-fact will enjoy, jointly or individually, the following powers:

 

I.

General power of attorney for lawsuits and collections, under the terms of the first paragraph of article two thousand five hundred fifty-four of the Civil Code for the Federal District (currently Mexico City) and its correlatives of the Federal Civil Code and the Civil Codes of all the States of the United Mexican States, with all the general and special powers that they require in accordance with the special clause law, under the terms of Article Two Thousand Five Hundred and Eighty-Seven of the Civil Code for the Federal District (currently Mexico City), and its correlatives of the Federal Civil Code and the Civil Codes of all the States of the United Mexican States, which includes, but is not limited to, the following: to attend all types of hearings and the constitutional hearing in the ▇▇▇▇▇▇ proceeding to offer and render evidence and strike out those of the opponent; to articulate and absolve positions; to extend jurisdiction; to withdraw, even from the ▇▇▇▇▇▇ trial; to compromise; to engage in arbitrators; to absolve and articulate positions; to challenge; to receive payments; to recognize documents; to file criminal complaints and complaints; to act as an adjuvant of the Public Prosecutor’s Office and to grant pardon to the offended party in appropriate cases and to execute all other acts expressly determined by law, including representing the Company before criminal, civil, administrative and labor authorities and courts, whether federal, state or municipal.

 

II.

General power of attorney for lawsuits and collections and acts of administration in labor matters, so that the attorney-in-fact will enjoy the powers established in articles eleven, six hundred and eighty-four “E”, six hundred ninety-two, eight hundred and seventy-three “F” and eight hundred and seventy-three “H”, of the Federal Labor Law, being able to represent the principal before all kinds of unions, to attend all kinds of hearings, summonses, injunctions, compromises, settlements, settlements, to articulate or absolve positions, to promote or withdraw from the ▇▇▇▇▇▇ trial, to file criminal complaints and complaints, to grant pardons, to promote the non-existence of strikes, to resolve conflicts of an economic nature, to show oneself as an employer before the workers with the broadest powers of representation, without any limitation and without impediments of any kind, and may even appear at the conciliation hearing, the preliminary hearing and the trial hearing referred to in articles six hundred and eighty-four “E”, eight hundred and seventy-three “F”, eight hundred and seventy-three “H”, and other related articles of the Federal Labor Law, always acting in the capacity of employer mainly in the case of hearings referred to in articles six hundred and eighty-four “E”, eight hundred and seventy-three “F” and eight hundred and seventy-three “H”, of the Federal Labor Law. Likewise, he may appear before the Conciliation and Arbitration Boards at the conciliation hearings, claim and exceptions, offer and admission of evidence referred to in articles eight hundred and seventy-five, eight hundred seventy-six and eight hundred and seventy-eight of the Federal Labor Law, in accordance with the provisions of the Eighth Transitory Decree by which they are amended, add to and repeal various provisions of the Federal Labor Law, the Organic Law of the Judicial Branch of the Federation, the Federal Law of the Public Defender’s Office, the Law of the Institute of the National Housing Fund for Workers and the Social Security Law, in matters of Labor Justice, Freedom of Association and Collective Bargaining, published in the Official Gazette of the Federation on May 1, 2019. This power may be exercised before all kinds of Administrative or Judicial authorities, whether they are Federal, Mexico City, State or Municipal; before the Labor Authorities, Conciliation Centers, Courts and in general before all types of persons, whether they are natural or legal. Likewise, it is conferred powers to propose conciliatory agreements, enter into transactions, assert questions of jurisdiction, make all kinds of decisions, negotiate and sign labor agreements, as well as to act as a representative of the Company in all kinds of lawsuits or labor proceedings that are processed before any authority.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

LIMITATION: The power of attorney granted herein is general in terms of its powers, but limited in its purpose, since it must be exercised solely and exclusively to act as the legal representative of the Company in any lawsuit or litigation initiated by or against Mrs. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, particularly lawsuits under the File 351/2024, Seventh Court of the Federal Labor Court of Individual Matters of the State of Coahuila with residence in Torreón; as well as in the trials filed in the Attorney General’s Office of the State of Coahuila, Laguna I Delegation.

 

 

 

 

 

 

 

THE “BUYER”           EMPRESA Y CAPITAL, S.A.P.I. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

THE “SELLER”           GOLDEN MINERALS SERVICES CORPORATION Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

THE “SOCIETY”           MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

ANNEX D – “PODER ▇▇▇▇▇▇▇▇▇”

 

IRREVOCABLE SPECIAL POWER OF ATTORNEY

 

That, in relation to a certain Mining Rights Assignment Agreement dated December 6, 2024 (the “Assignment Agreement”), entered into by MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V., (the “Company”) and GIRGAR OPERACIONES, S.A. DE C.V. (“Girgar”), it is hereby resolved to grant in favor of Messrs. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ del ▇▇▇▇▇▇, ▇▇▇▇▇ Iacobi ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Ms. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Attorneys- in-Fact”), a SPECIAL IRREVOCABLE POWER OF ATTORNEY, granted under the terms of Articles 2554 (two thousand five hundred fifty-four) and 2596 (two thousand five hundred ninety-six) of the Civil Code of Mexico City and the Federal Civil Code and their correlatives of the Civil Codes of the States of the United Mexican States and of Mexico City, as a condition of the aforementioned bilateral contract and as a means to fulfill the obligations contracted under said contract, so that in the name and for the benefit of the Company, the Attorneys-in-Fact jointly or separately:

 

(i)

carry out any acts, procedures and procedures, with and before any third party, related to exemptions, notices, permits, licenses or authorizations issued by the Ministry of Environment and Natural Resources, in favor of the LIMITED Company solely and exclusively to the mining concession described below (the “La ▇▇▇▇▇▇▇▇▇ Concession”), necessary to: (i) obtain an extension of validity of documents as well as modifications to the scope of which they have been granted, (ii) comply with conditions, (iii) carry out the assignment or transfer of rights and obligations, (iv) carry out any management, document, license, permit or authorization before municipal, state or federal authorities, which is required for the aforementioned actions, and (v) follow-up of procedures, attention to administrative and judicial procedures, and presentation of means of challenge, derived from the steps described.

 

CONCESSION	SURFACE	TITLE	LOCATION
Hope	68.000	218071	Ocampo, Chihuahua

 

(ii)

continue, follow up, obtain the resolutions and file any legal appeal before the General Directorate of Mines (“DGM”) of the Ministry of Economy and/or any judicial authority, with respect to the application filed with the Public Mining Registry (“RPM”) with folio number 600UCAE-2023-269, dated January 12, 2023, registered under file 11/2023, by virtue of which the application for registration of a certain contract for the assignment of rights dated December 19, 2022 entered into between the Company as acquirer and Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ del ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Concessionaires”) was filed with said Registry”) with respect to the La ▇▇▇▇▇▇▇▇▇ Concession, title 218071, issued on October 2, 2002, located in the municipality of Ocampo, Chihuahua, with an area of 68,0000 hectares, registered under record 331, on page 166 of volume 331 of the RPM Concession Book (the “Application for Registration of the La ▇▇▇▇▇▇▇▇▇ Contract”); and

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

(iii)

enter into with respect to the La ▇▇▇▇▇▇▇▇▇ Concession and only in the event that the registration of the Assignment Agreement is denied in terms of the Application for Registration of the La ▇▇▇▇▇▇▇▇▇ Contract before the RPM, either: (i) a contract for the free assignment of rights for its transfer and registration in favor of Girgar, or (ii) an agreement for inclusion in the Assignment Agreement for its transfer and registration in favor of Girgar, and (iii) any administrative procedure before the RPM or before any competent authority, including before the DGM, which shall include the authorization to be obtained, either from the Ministry of Economy or from the DGM, provided for in the Mining Law, in order for the La ▇▇▇▇▇▇▇▇▇ Concession to be transferred to Girgar under the terms of the Assignment Agreement.

 

they are granted a special power of attorney for acts of ownership, acts of administration and for lawsuits and collections, under the terms of the first three paragraphs of article 2554 (two thousand five hundred and fifty- four) of the Federal Civil Code and its correlatives contained in the Civil Codes of the other states of Mexico and Mexico City, but LIMITED in terms of its object to:

 

a.

to carry out any acts, procedures and procedures, with and before any third party, related to extensions, notices, permits, licenses or authorizations issued by the Ministry of Environment and Natural Resources, in favor of the Company and only with respect to the La ▇▇▇▇▇▇▇▇▇ Concession, for the preparation of the site, construction and operation of said mining concession;

 

b.

to continue, follow up, obtain the resolutions and present any legal remedies with respect to the processing of the Application for Registration of the La ▇▇▇▇▇▇▇▇▇ Contract before the RPM; and

 

c.

to subscribe, execute, sign, deliver, ratify and/or grant, present to the RPM, the contracts, acts and agreements provided for in paragraph (ii) above in order to obtain the registration of the La ▇▇▇▇▇▇▇▇▇ Concession before the RPM in favor of Girgar.

 

The power of attorney granted hereby in favor of the Attorneys-in-Fact shall take effect and shall be in force until: (i) the authorizations, licenses and permits held by Minera de Cordilleras, S. de ▇.▇. de C.V. with respect to the La ▇▇▇▇▇▇▇▇▇ Concession are transferred by the competent authorities in favor of Girgar; and (ii) the La ▇▇▇▇▇▇▇▇▇ Concession is duly transferred and registered in the name of Girgar before the RPM. Once these objectives have been concluded, which are the reason that gives rise to its granting, the power of attorney will cease to be in force.

 

 

 

 

THE “BUYER”           EMPRESA Y CAPITAL, S.A.P.I. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

THE “SELLER”           GOLDEN MINERALS SERVICES CORPORATION Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

THE “SOCIETY”           MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

ANNEX E – “RODEO POWER”

 

IRREVOCABLE SPECIAL POWER OF ATTORNEY

 

That, in relation to the Payment of the Undue Amount of certain Mining Rights with respect to the mining concession called: “RODEO 2”, title number 241666 which resulted in the mining concession called “RODEO 2 R 2”, title 247042 (the “Rodeo 2 Return”) and certain Mining Rights Assignment Agreements dated February 5, 2025 (the “Rodeo 1 Assignment Agreement”) and dated March 13, 2025 (the “Rodeo 2 Assignment Agreement”), entered into by MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V., (the “Company”) and GMC EQUIPOS MEXICO, S.A. DE C.V. (“GMC”), it is hereby resolved to grant in favor of Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Attorneys- in-Fact”), a SPECIAL IRREVOCABLE POWER OF ATTORNEY, granted under the terms of Articles 2554 (two thousand five hundred fifty-four) and 2596 (two thousand five hundred ninety-six) of the Civil Code of Mexico City and the Federal Civil Code and its correlatives of the Civil Codes of the States of the United Mexican States and of Mexico City, to process the Rodeo 2 Refund and as a condition of the aforementioned bilateral contracts and as a means to fulfill the obligations contracted under said contract, so that in the name and for the benefit of the Company, the Attorneys-in-Fact jointly or separately:

 

(i)

present, continue, follow up and obtain a favorable resolution regarding the Rodeo 2 Refund before the Tax Administration Service (“SAT”) and/or any judicial authority, with respect to any request for refund of Payment of the Undue Payment of the Payments of Mining Rights that are presented in the name of the Company with respect to the mining concession called “RODEO 2”, title number 241666 which resulted in the mining concession called “RODEO 2 R 2”, title 247042;

 

(ii)

continue, follow up, obtain the resolutions and file any legal recourse before the General Directorate of Mines (“DGM”) of the Ministry of Economy and/or any judicial authority, with respect to the applications filed with the Public Mining Registry (“RPM”) with folio number 600UCAE-2025-6285, dated February 21, 2025 and the corresponding folio number, by virtue of which the applications for registration of the Rodero 1 Assignment Agreement and Rodeo 2 Assignment Agreement, respectively, entered into between the Company as assignor and GMC (the “Assignee”) with respect to the Rodeo R1 Concession, title 246464, issued on July 6, 2018, located in the municipality of Rodeo, are filed with said Registry. Durango, with an area of 521,0000 hectares, registered under Act 284, on page 142 of volume 410 (the “Rodeo R1 Concession”) and the Rodeo 2 R2 Concession, title 247042, issued on May 6, 2022, located in the municipality of Rodeo, Durango, with an area of 1,344.7345 hectares, registered under Act 142, on page 71 of volume 412 and on page 71 of the RPM Concession Book of the RPM Concession Book (the “Rodeo 2 R2 Concession”) (the “Applications for Registration of Rodeo Contracts”); and

 

(iii)

enter into with respect to the Rodeo R1 and Rodeo 2 R2 Concessions and only in the event that the registration of the Rodeo 1 Assignment Agreement and the Rodeo 2 Assignment Agreement is denied in terms of the Applications for Registration of the Rodeo Contracts before the RPM, either: (i) a free assignment agreement of rights for their transfer and registration in favor of GMC or (ii) an agreement of inclusion in the Contract of Assignment for its transmission and registration in favor of GMC, and (iii) any administrative procedure before the RPM or before any competent authority, including before the DGM, which shall include the authorization to be obtained, either from the Ministry of Economy or from the DGM, provided for in the Mining Law, in order for the Rodeo R1 Concession and the Rodeo 2 R2 Concession to be transferred to GMC under the terms of the Mining Agreement. Rodeo Assignment 1 and Rodeo Assignment Contract 2.

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

they are granted a special power of attorney for acts of ownership, acts of administration and for lawsuits and collections, under the terms of the first three paragraphs of article 2554 (two thousand five hundred and fifty- four) of the Federal Civil Code and its correlatives contained in the Civil Codes of the other states of Mexico and Mexico City, but LIMITED in terms of its object to:

 

a.

to continue, follow up, obtain resolutions and file any legal remedies with respect to the processing of Applications for Registration of Rodeo Contracts before the RPM; and

 

b.

to sign, execute, sign, deliver, ratify and/or grant, present to the RPM, the contracts, acts and agreements provided for in paragraph (ii) above in order to obtain the registration of the Rodeo R1 Concession and the Rodeo 2 R2 concession before the RPM in favor of GMC.

 

The power of attorney granted hereby in favor of the Attorneys-in-Fact shall take effect and be in force until: (i) the Rodeo R1 Concession and the Rodeo R2 Concession are duly transferred and registered in the name of GMC before the RPM and (ii) the Rodeo 2 Return is favorably resolved. Once these objectives have been concluded, which are the reason that gives rise to its granting, the power of attorney will cease to be in force.

 

 

 

THE “BUYER”           EMPRESA Y CAPITAL, S.A.P.I. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

THE “SELLER”           GOLDEN MINERALS SERVICES CORPORATION Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

THE “SOCIETY”           MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

ANNEX F – “ENVIRONMENTAL POWER”

 

Minera de Cordilleras, S. de ▇.▇. de C.V. grants in favor of Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (the attorneys-in-fact), a special power of attorney, limited in terms of its purpose, so that any of them may be authorized to act as the legal representative of the Company in any matter related to permits, procedures, offices, requirements and compliance with obligations before authorities in environmental matters, and for such purposes, the proxies will enjoy, jointly or individually, the following powers:

 

I.

General power of attorney for lawsuits and collections, under the terms of the first paragraph of article two thousand five hundred fifty-four of the Civil Code for the Federal District (currently Mexico City) and its correlatives of the Federal Civil Code and the Civil Codes of all the States of the United Mexican States, with all the general and special powers that they require in accordance with the special clause law, under the terms of article two thousand five hundred eighty-seven of the Civil Code for the Federal District (currently Mexico City), and its correlatives of the Federal Civil Code and the Civil Codes of all the States of the United Mexican States.

 

II.

For acts of administration under the terms of the second paragraph of article two thousand five hundred fifty-four of the Civil Code for the Federal District (currently Mexico City) and its correlatives of the Federal Civil Code and the Civil Codes of all the States of the United Mexican States, to carry out all kinds of procedures and procedures before the Ministry of Environment and Natural Resources (SEMARNAT), the Federal Attorney for Environmental Protection (PROFEPA), the National Water Commission (CONAGUA), and the Secretariat of Urban Development and Ecology of the Government of each State of the Mexican Republic.

 

LIMITATION: The power of attorney granted herein is general in terms of its powers, but limited in its purpose, since it must be exercised solely and exclusively to act as the legal representative of the Company in any matter related to permits, procedures, offices, requirements and compliance with obligations before authorities in environmental matters, as well as to carry out all kinds of procedures and procedures before the Ministry of Environment and Natural Resources (SEMARNAT), the Federal Attorney for Environmental Protection (PROFEPA), the National Water Commission (CONAGUA), and before the Secretariat of Urban Development and Ecology of the Government of each State of the Mexican Republic.

 

 

 

THE “BUYER”           EMPRESA Y CAPITAL, S.A.P.I. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

THE “SELLER”           GOLDEN MINERALS SERVICES CORPORATION Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

THE “SOCIETY”           MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

APPENDIX G – “POWER OF ATTORNEY”

 

Minera de Cordilleras, S. de ▇.▇. de C.V. grants in favor of Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (the attorneys-in-fact), special power of attorney, limited in terms of its purpose, for any of them to carry out all those procedures that by involuntary omission were not carried out or concluded before the effective date of the Contracts for the Sale of Social Shares, and that as a result of such purchase and sale the Company has to conclude the matters mentioned below, including but not limited to: contracts with consultants, suppliers or service providers, commercial services which may include (electricity, drinking water supply, telephone services, etc.). This power of attorney also empowers Messrs. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ so that any of them, on behalf of ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, S. de ▇.▇. de C.V., continue to follow up on any procedure or requirement before any authority or government agency to request any benefit or refund that the Company has requested or made prior to the Purchase and Sale of Social Shares and that have not yet been resolved.

 

Within the specialty of this power, the proxies will have all the powers that correspond to the general power of attorney for lawsuits and collections and for acts of administration, in terms of the first and second paragraphs of article two thousand five hundred fifty-four of the Federal Civil Code and its correlatives in each and every one of the Civil Codes of the other states of the United Mexican States and the Civil Code for the District Federal (now Mexico City).

 

LIMITATION: The power of attorney granted herein is general in terms of its powers, but limited in terms of its purpose, since it must be exercised solely and exclusively to follow up and conclude those matters that were pending at the time of the execution of the contracts of sale of the Company’s Social Shares, as well as with respect to the procedures or requirements before administrative authorities and public, decentralized, decentralized agencies, whether federal, state, municipal or in Mexico City. In this order, it will not be effective to request or carry out new procedures. The power of attorney granted will be effective as of the effective date of the purchase and sale contracts of the Social Shares and will remain in force in favor of the proxies until all pending matters are concluded.

 

 

 

THE “BUYER”           EMPRESA Y CAPITAL, S.A.P.I. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

THE “SELLER”           GOLDEN MINERALS SERVICES CORPORATION Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

THE “SOCIETY”           MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

▇▇▇▇▇ ▇ – “LIST OF MINING RIGHTS PAYMENTS, STATISTICAL REPORTS AND WORKS CHECKS”

 

A list is attached.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE “BUYER”           EMPRESA Y CAPITAL, S.A.P.I. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

THE “SELLER”           GOLDEN MINERALS SERVICES CORPORATION Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

THE “SOCIETY”           MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

▇▇▇▇▇ ▇ – “POWER OF ATTORNEY ▇▇▇▇▇ ▇▇▇▇▇▇”

 

A simple copy is attached.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE “BUYER”           EMPRESA Y CAPITAL, S.A.P.I. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

THE “SELLER”           GOLDEN MINERALS SERVICES CORPORATION Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

THE “SOCIETY”           MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

 

 

PURCHASE AND SALE CONTRACT WITH RESPECT TO A SHARE

REPRESENTATIVE OF THE CAPITAL OF SOCIEDAD MINERA CORDILLERAS, S. DE ▇.▇. DE C.V.

 

▇▇▇▇▇ ▇ – “TSM ▇▇▇▇▇▇▇▇ POWER”

 

A simple copy is attached.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE “BUYER”           EMPRESA Y CAPITAL, S.A.P.I. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

THE “SELLER”           GOLDEN MINERALS SERVICES CORPORATION Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

THE “SOCIETY”           MINERA DE CORDILLERAS, S. DE ▇.▇. DE C.V. Represented by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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